10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________________________________________________

FORM 10-Q

_______________________________________________________________

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2022

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 001-40213

Olo Inc.

(Exact name of registrant as specified in its charter)

______________________________________________________________________________

Delaware	20-2971562
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

285 Fulton Street

One World Trade Center, 82nd Floor

New York, NY 10007

(Address of principal executive offices) (Zip Code)

(212) 260-0895

(Registrant’s telephone number, including area code)

_______________________________________________________________

Securities registered pursuant to Section 12(b) of the act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, par value $0.001 per share	OLO	The New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes x  No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).  Yes x  No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an 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	x	Smaller reporting company	¨
		Emerging growth company	x

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 13(a) of the Exchange Act.    ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨  No x

As of May 6, 2022, 91,145,552 shares of the registrant’s Class A common stock and 69,027,693 shares of registrant’s Class B common stock were outstanding.

OLO INC.

TABLE OF CONTENTS

	PART I - FINANCIAL INFORMATION	Page
Item 1.	Financial Statements (Unaudited)	1
	Condensed Consolidated Balance Sheets	1
	Condensed Consolidated Statements of Operations and Comprehensive Loss	2
	Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Equity (Deficit)	3
	Condensed Consolidated Statements of Cash Flows	4
	Notes to the Condensed Consolidated Financial Statements	5
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	23
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	39
Item 4.	Controls and Procedures	40
	PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	42
Item 1A.	Risk Factors	43
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	43
Item 3.	Defaults Upon Senior Securities	43
Item 4.	Mine Safety Disclosures	43
Item 5.	Other Information	44
Item 6.	Exhibits	45
	Signatures	46

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains express or implied forward-looking statements that are based on our management’s belief and assumptions and on information currently available to our management. All statements other than statements of historical facts contained in this Quarterly Report on Form 10-Q, including statements regarding our future results of operations or financial condition, business strategy, and plans and objectives of management for future operations, are forward-looking statements. In some cases, you can identify forward-looking statements because they contain words such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” or “would” or the negative of these words or other similar terms or expressions.

These forward-looking statements include, but are not limited to, statements concerning the following:

•our expectations regarding our revenue, expenses, and other operating results, including overall transaction volumes, average revenue per unit, or ARPU, ending active locations and dollar-based net revenue retention, or NRR;

•the durability of the growth we have experienced in the recent past due to the COVID-19 pandemic and the associated government-imposed restrictions on consumer preferences for digital ordering and customer adoption of multi-modules;

•our ability to acquire new customers and successfully retain existing customers;

•our ability to develop and release new products and services;

•our ability to develop and release successful enhancements, features, and modifications to our existing products and services;

•our ability to increase usage of our platform and upsell and cross sell additional modules;

•our ability to attain or sustain our profitability;

•the effects of the COVID-19 pandemic or other public health crises, macroeconomic conditions, such as inflation, or overall market uncertainty;

•future investments in our business, our anticipated capital expenditures, and our estimates regarding our capital requirements;

•the loss or decline in revenue from any of our largest customers and our resulting financial condition;

•our ability to compete effectively with existing competitors and new market entrants;

•the costs and success of our sales and marketing efforts, and our ability to promote our brand;

•our reliance on key personnel and our ability to identify, recruit, and retain skilled personnel;

•our ability to effectively manage our growth, including any international expansion;

•our ability to realize the anticipated benefits of past or future investments, strategic transactions, or acquisitions, and risk that the integration of these acquisitions may disrupt our business and management;

•our ability to protect our intellectual property rights and any costs associated therewith;

•the growth rates of the markets in which we compete;

•our expectations regarding the period during which we qualify as an emerging growth company under the Jumpstart Our Business Startups Act of 2012, or the JOBS Act; and

•other risks and uncertainties, including those listed under the caption “Risk Factors.”

You should not rely on forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this Quarterly Report on Form 10-Q primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, and operating results. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties, and other factors described elsewhere in this Quarterly Report on Form 10-Q and those listed in the section entitled “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2021. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an

impact on the forward-looking statements contained in this Quarterly Report on Form 10-Q. The results, events and circumstances reflected in the forward-looking statements may not be achieved or occur, and actual results, events, or circumstances could differ materially from those described in the forward-looking statements.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based on information available to us as of the date of this Quarterly Report on Form 10-Q. While we believe that information provides a reasonable basis for these statements, that information may be limited or incomplete. Our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely on these statements.

The forward-looking statements made in this Quarterly Report on Form 10-Q relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this Quarterly Report on Form 10-Q to reflect events or circumstances after the date of this Quarterly Report on Form 10-Q or to reflect new information or the occurrence of unanticipated events, except as required by law. We may not actually achieve the plans, intentions, or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures, or investments.

Unless the context otherwise indicates, references in this report to the terms “Olo,” “the Company,” “we,” “our,” and “us” refer to Olo Inc.

“Olo” and other trade names and trademarks of ours appearing in this Quarterly Report on Form 10-Q are our property. This Quarterly Report on Form 10-Q contains trade names and trademarks of other companies, which are the property of their respective owners. We do not intend our use or display of other companies’ trade names or trademarks to imply an endorsement or sponsorship of us by such companies, or any relationship with any of these companies.

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

OLO INC.

Condensed Consolidated Balance Sheets (Unaudited)

(in thousands, except share and per share amounts)

	As of  March 31, 2022		As of December 31, 2021
ASSETS
Current assets:
Cash and cash equivalents	$	463,733	$	514,445
Accounts receivable, net of allowances of $677 and $657, respectively	47,410		42,319
Contract assets	474		568
Deferred contract costs	2,551		2,567
Prepaid expenses and other current assets	9,763		5,718
Total current assets	523,931		565,617
Property and equipment, net	5,873		3,304
Intangible assets, net	24,713		19,635
Goodwill	207,607		162,956
Contract assets, noncurrent	521		387
Deferred contract costs, noncurrent	3,390		3,616
Operating lease right-of-use assets	17,920		—
Other assets, noncurrent	356		361
Total assets	$	784,311	$	755,876
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	3,360	$	2,184
Accrued expenses and other current liabilities	49,572		45,395
Unearned revenue	3,924		1,190
Operating lease liabilities, current	2,594		—
Total current liabilities	59,450		48,769
Unearned revenue, noncurrent	2,050		3,014
Operating lease liabilities, noncurrent	17,680		—
Other liabilities, noncurrent	126		2,343
Total liabilities	79,306		54,126
Commitments and contingencies (Note 15)
Stockholders’ equity:
Class A common stock, $0.001 par value; 1,700,000,000 shares authorized at March 31, 2022 and December 31, 2021; 89,660,186 and 78,550,530 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively. Class B common stock, $0.001 par value; 185,000,000 shares authorized at March 31, 2022 and December 31, 2021; 70,027,999 and 79,149,659 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively	160		158
Preferred stock, $0.001 par value; 20,000,000 shares authorized at March 31, 2022 and December 31, 2021	—		—
Additional paid-in capital	827,928		813,166
Accumulated deficit	(123,083)		(111,574)
Total stockholders’ equity	705,005		701,750
Total liabilities and stockholders’ equity	$	784,311	$	755,876

The accompanying notes are an integral part of these financial statements.

1

OLO INC.

Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited)

(in thousands, except share and per share amounts)

	Three Months Ended March 31,
	2022		2021
Revenue:
Platform	$	41,466	$	34,923
Professional services and other	1,290		1,200
Total revenue	42,756		36,123
Cost of revenue:
Platform	11,024		5,607
Professional services and other	1,778		1,243
Total cost of revenue	12,802		6,850
Gross Profit	29,954		29,273
Operating expenses:
Research and development	16,825		14,456
General and administrative	17,961		18,454
Sales and marketing	8,070		3,836
Total operating expenses	42,856		36,746
Loss from operations	(12,902)		(7,473)
Other income (expenses), net:
Other income (expense), net	58		(18)
Change in fair value of warrant liability	—		(18,930)
Total other income (expenses), net	58		(18,948)
Loss before income taxes	(12,844)		(26,421)
(Benefit) provision for income taxes	(1,335)		36
Net loss and comprehensive loss	$	(11,509)	$	(26,457)
Accretion of redeemable convertible preferred stock to redemption value	—		(14)
Net loss attributable to Class A and Class B common stockholders	$	(11,509)	$	(26,471)
Net loss per share attributable to Class A and Class B common stockholders:
Basic	$	(0.07)	$	(0.63)
Diluted	$	(0.07)	$	(0.63)
Weighted-average Class A and Class B common shares outstanding:
Basic	159,190,371		41,855,757
Diluted	159,190,371		41,855,757

The accompanying notes are an integral part of these financial statements.

2

OLO INC.

Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Equity (Deficit) (Unaudited)

(in thousands, except share and share data)

	Redeemable Convertible Preferred Stock			Class A and Class B Common Stock			Additional Paid In Capital		Accumulated Deficit		Total Stockholders' Equity (Deficit)
	Shares	Amount		Shares	Amount
Balance as of December 31, 2021	—	$	—	157,700,189	$	158	$	813,166	$	(111,574)	$	701,750
Issuance of common stock on exercise of stock options	—	—		1,851,334	2		2,305		—		2,307
Vesting of restricted stock units	—	—		136,662	—		—		—		—
Stock-based compensation	—	—		—	—		12,457		—		12,457
Net loss	—	—		—	—		—		(11,509)		(11,509)
Balance as of March 31, 2022	—	$	—	159,688,185	$	160	$	827,928	$	(123,083)	$	705,005

	Redeemable Convertible Preferred Stock			Class A and Class B Common Stock			Additional Paid In Capital		Accumulated Deficit		Total Stockholders' Equity (Deficit)
	Shares	Amount		Shares	Amount
Balance as of December 31, 2020	58,962,749	$	111,737	22,320,286	$	22	$	16,798	$	(69,301)	$	(52,481)
Initial public offering, net of underwriting discount and deferred offering costs	—	—		20,700,000	21		477,805		—		477,826
Accretion of redeemable convertible preferred stock to redemption value	—	14		—	—		(14)		—		(14)
Issuance of preferred stock on exercise of warrants	1,681,848	2		—	—		39,056		—		39,056
Conversion of redeemable convertible preferred stock to common stock upon initial public offering	(60,644,597)	(111,753)		100,196,780	100		111,653		—		111,753
Issuance of common stock upon settlement of Share Appreciation Rights	—	—		1,642,570	2		2,845		—		2,847
Issuance of common stock in connection with charitable donation	—	—		172,918	—		5,125		—		5,125
Issuance of common stock on exercise of stock options	—	—		1,965,824	2		2,155		—		2,157
Stock-based compensation	—	—		—	—		5,426		—		5,426
Net loss	—	—		—	—		—		(26,457)		(26,457)
Balance as of March 31, 2021	—	$	—	146,998,378	$	147	$	660,849	$	(95,758)	$	565,238

The accompanying notes are an integral part of these financial statements.

3

OLO INC.

Condensed Consolidated Statements of Cash Flows (Unaudited)

(in thousands)

	Three Months Ended March 31, 2022		Three Months Ended March 31, 2021
Operating activities
Net loss	$	(11,509)	$	(26,457)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Depreciation and amortization	1,109		260
Stock-based compensation	11,708		5,402
Stock-based compensation in connection with vesting of Stock Appreciation Rights	—		2,847
Charitable donation of Class A common stock	—		5,125
Bad debt expense	248		88
Change in fair value of warrants	—		18,930
Amortization of operating lease right-of-use assets	552		—
Deferred income tax benefit	(1,421)		—
Impairment of internal-use software	475		—
Changes in operating assets and liabilities:
Accounts receivable	(4,888)		(2,390)
Contract assets	(40)		(425)
Prepaid expenses and other current assets	(3,515)		(1,014)
Deferred contract costs	242		(222)
Accounts payable	909		(6,772)
Accrued expenses and other current liabilities	4,186		8,524
Operating lease liabilities	(613)		—
Unearned revenue	1,687		371
Other liabilities, noncurrent	(19)		(58)
Net cash (used in) provided by operating activities	(889)		4,209
Investing activities
Purchases of property and equipment	(76)		(106)
Capitalized internal-use software	(2,462)		(72)
Acquisitions, net of cash acquired	(49,308)		—
Net cash used in investing activities	(51,846)		(178)
Financing activities
Proceeds from issuance of common stock upon initial public offering, net of underwriting discounts	—		485,541
Cash received for employee payroll tax withholdings	845		19,195
Cash paid for employee payroll tax withholdings	(845)		—
Proceeds from exercise of warrants	—		392
Payment of deferred offering costs	(226)		(448)
Proceeds from exercise of stock options	2,249		2,099
Net cash provided by financing activities	2,023		506,779
Net (decrease) increase in cash and cash equivalents	(50,712)		510,810
Cash and cash equivalents, beginning of period	514,445		75,756
Cash and cash equivalents, end of period	$	463,733	$	586,566
Supplemental disclosure of non-cash investing and financing activities
Accrued offering costs	$	140	$	4,476
Vesting of early exercised stock options	$	58	$	58
Accretion of redeemable convertible preferred stock to redemption value	$	—	$	14
Purchase of property and equipment on account	$	70	$	24
Capitalization of stock-based compensation for internal-use software	$	749	$	24

The accompanying notes are an integral part of these financial statements.

4

OLO INC.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

1.Business

Olo Inc. was formed on June 1, 2005 in Delaware and is headquartered in New York City. On January 14, 2020, our Board of Directors and stockholders approved our name change from Mobo Systems, Inc. to Olo Inc. Unless the context otherwise indicates or requires, references to “we,” “us,” “our,” and “the Company” shall refer to Olo Inc.

We are an open SaaS platform for restaurants powering the industry’s digital transformation. Our platform powers restaurant brands’ on-demand digital commerce operations, enabling digital ordering, delivery, front-of-house management, and payments, while further strengthening and enhancing restaurants’ direct consumer relationships. We provide restaurants with a business-to-business-to-consumer, enterprise-grade, open SaaS platform to manage their complex digital businesses and enable fast and more personalized experiences for their consumers. Our platform and application programming interfaces seamlessly integrate with a wide range of solutions, unifying disparate technologies across the restaurant ecosystem. Restaurant brands rely on us to increase their digital omni-channel sales, maximize profitability, establish and maintain direct customer relationships, and collect, protect, and leverage valuable customer data.

Emerging Growth Company Status

We are an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act, until such time as those standards apply to private companies.

We have elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that we (i) are no longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, our financial statements may not be comparable to financial statements of issuers who are required to comply with the effective dates for new or revised accounting standards based on public company effective dates.

We will remain an emerging growth company until the earliest of: (1) the last day of the fiscal year following the fifth anniversary of the completion of our initial public offering of Class A common stock (“IPO”); (2) the last day of the first fiscal year in which our annual gross revenue is $1.07 billion or more; (3) the date on which we have, during the previous rolling three-year period, issued more than $1 billion in non-convertible debt securities; and (4) the date on which we are deemed to be a large accelerated filer.

Initial Public Offering

On March 19, 2021, we completed our IPO in which we issued and sold 20,700,000 shares of our Class A common stock at the public offering price of $25.00 per share. We received net proceeds of approximately $485.5 million after deducting underwriting discounts and commissions. Upon completion of the IPO, $6.6 million of deferred offering costs, which consisted primarily of accounting, legal, and other fees related to our IPO, were reclassified into stockholders’ deficit as a reduction of the IPO proceeds.

Prior to the IPO, warrants to purchase 1,682,847 shares of our outstanding redeemable convertible preferred stock warrants were exercised and converted into redeemable convertible preferred stock. Upon completion of the IPO, all shares of our outstanding redeemable convertible preferred stock, inclusive of the shares issued pursuant to these warrant exercises, converted into 100,196,780 shares of Class B common stock. Additionally, upon completion of the IPO, stock appreciation rights (“SARs”) granted to employees vested and settled, resulting in the issuance of 1,642,570 shares of Class B common stock.

2.Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements and accompanying notes were prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information and in accordance with the rules and regulations of the United States Securities and Exchange Commission (the

5

OLO INC.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

“SEC”). Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been omitted pursuant to such rules and regulations. The December 31, 2021 condensed consolidated balance sheet was derived from the audited financial statements as of that date, but may not include all disclosures including certain footnotes required by U.S. GAAP on an annual reporting basis.

These unaudited condensed consolidated financial statements have been prepared on a basis consistent with our annual financial statements and, in the opinion of management, reflect all adjustments, which include all normal recurring adjustments necessary to fairly state our financial position as of March 31, 2022 and our results of operations and comprehensive loss, our stockholders’ equity, and our cash flows for the three months ended March 31, 2022 and 2021. The results of operations for the three months ended March 31, 2022 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2022 or for any other future annual or interim period.

The information included in this Quarterly Report on Form 10-Q should be read in conjunction with the consolidated financial statements and related notes included in our Annual Report on Form 10-K filed with the SEC on February 25, 2022. All intercompany balances and transactions have been eliminated in consolidation.

Certain prior-year amounts have been reclassified to conform to the current year presentation.

Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period.

We regularly assess these estimates, including but not limited to, allowance for doubtful accounts, stock-based compensation including the determination of the fair value of our stock-based awards, realization of deferred tax assets, estimated life of our long lived assets, purchase price allocations for business combinations, valuation of the acquired intangibles purchased in a business combination, valuation of goodwill, estimated standalone selling price of our performance obligations, and estimated consideration for implementation services and transactional revenue in certain arrangements. We base these estimates on historical experience and on various other market-specific and relevant assumptions that we believe to be reasonable under the circumstances. Actual results could differ from these estimates and such differences could be material to our financial position and results of operations.

Significant Accounting Policies

Our significant accounting policies are outlined in Note 2, “Significant Accounting Policies” in the Notes to Consolidated Financial Statements included in Part II, Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2021. During the quarter ended March 31, 2022, there were no material changes to our critical accounting policies from those described in our Annual Report on Form 10-K for the year ended December 31, 2021, except as described below.

Concentrations of Business and Credit Risk

We are exposed to concentrations of credit risk primarily through our cash held by financial institutions. We primarily deposit our cash with two financial institutions and the amount on deposit exceeds federally insured limits. As of March 31, 2022, 14% of our accounts receivable were due from one customer. As of December 31, 2021, no customer had a balance over 10% of our accounts receivable. For the three months ended March 31, 2022 and 2021, one customer accounted for 13% and 25% of our revenue, respectively.

Accounts Receivable, Net

Accounts receivable, net are stated at net realizable value and include unbilled receivables. Unbilled receivables arise primarily from transactional services provided in advance of billing. Accounts receivable are net of an allowance for credit losses, are not collateralized, and do not bear interest. Payment terms vary by contract type but are generally due within 30

6

OLO INC.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

days. The accounts receivable balance at March 31, 2022 and December 31, 2021 included unbilled receivables of $0.3 million and $4.1 million, respectively.

We assess the collectability of outstanding accounts receivable on an ongoing basis and maintain an allowance for credit losses for accounts receivable deemed uncollectible. Upon adoption of Accounting Standards Update (“ASU”) 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, we analyzed our accounts receivable portfolio for significant risks, historical activity, and an estimate of future collectability to determine the amount that will ultimately be collected. This estimate is analyzed annually and adjusted as necessary or upon certain triggering events. Identified risks pertaining to our accounts receivable include the delinquency level, customer type, and current economic environment. Due to the short-term nature of such receivables, the estimate of the amount of accounts receivable that may not be collected is based on aging of the accounts receivable balances and the financial condition of customers.

The following summarizes our allowance for doubtful accounts activity (in thousands):

Balance at December 31, 2021	$	657
Provision for expected credit losses	248
Writeoffs	(228)
Balance at March 31, 2022	$	677

Business Combinations

We account for acquisitions using the acquisition method of accounting and determine whether a transaction constitutes a business and is treated as a business combination or if the transaction does not constitute a business and is treated as an asset acquisition. The acquisition method of accounting requires, among other things, allocation of the fair value of purchase consideration to the tangible and intangible assets acquired and liabilities assumed at their estimated fair values on the acquisition date. The results of businesses acquired in a business combination are included in our consolidated financial statements from the date of acquisition.

Determining the fair value of assets acquired and liabilities assumed requires management to use significant judgment and estimates, including estimates of future revenue and adjusted earnings before interest and taxes and discount rates. Our estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ materially from estimates. Our estimates associated with the accounting for business combinations may change as additional information becomes available regarding the assets acquired and liabilities assumed. Any change in facts and circumstances that existed as of the acquisition date and impacts our estimates is recorded to goodwill if identified within the measurement period. Subsequent to the measurement period or our final determination of fair value of assets and liabilities, whichever is earlier, the adjustments will affect our earnings.

Transaction related expenses incurred in a business combination are not included as a component of consideration transferred, but are accounted for as an expense in the period in which the costs are incurred.

Goodwill and Intangible Assets

Goodwill represents the excess of the aggregate of the consideration transferred and the amount recognized for non-controlling interest, if any, over the fair value of identifiable assets acquired and liabilities assumed in a business combination. We have no intangible assets, other than goodwill, with indefinite useful lives.

Intangible assets other than goodwill are comprised of acquired developed technology, customer relationships, and trademarks. At initial recognition, intangible assets acquired in a business combination or asset acquisition are recognized at their fair value as of the date of acquisition. Following initial recognition, intangible assets are carried at acquisition date fair value less accumulated amortization and impairment losses, if any, and are amortized on a straight-line basis over the estimated useful life of the asset.

We review goodwill for impairment annually on October 1st (beginning day of the fourth quarter) of each fiscal year or whenever events or changes in circumstances indicate that an impairment may exist. In conducting our annual impairment test, we review qualitative factors to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount. If factors indicate that the fair value of the reporting unit is less than its carrying amount, we perform a

7

OLO INC.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

quantitative assessment and the fair value of the reporting unit is determined by analyzing the expected present value of future cash flows. If the carrying value of the reporting unit continues to exceed its fair value, the fair value of the reporting unit’s goodwill is calculated and an impairment loss equal to the excess is recorded.

We assess the impairment of intangible assets whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

Fair Value Measurement

Fair value is the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. We apply the following fair value hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement:

Level 1 inputs: Based on unadjusted quoted prices in active markets for identical assets or liabilities.

Level 2 inputs: Based on observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 inputs: Based on unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities, and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability.

The following summarizes assets and liabilities as of March 31, 2022 and December 31, 2021 that are measured at fair value on a recurring basis, by level, within the fair value hierarchy (in thousands):

	March 31, 2022
	Level 1		Level 2		Level 3
Cash and cash equivalents:
Money market funds	$	295,152	$	—	$	—
Total	$	295,152	$	—	$	—

	December 31, 2021
	Level 1		Level 2		Level 3
Cash and cash equivalents:
Money market funds	$	295,101	$	—	$	—
Total	$	295,101	$	—	$	—

There were no transfers of financial instruments between Level 1, Level 2, and Level 3 during the periods presented.

Our assets measured at fair value on a nonrecurring basis include long-lived assets and finite-lived intangibles, which are considered to be Level 3 inputs. During the three months ended March 31, 2021, we determined that the estimated fair value of a portion of our internal-use software was non-recoverable, and we recorded a non-cash impairment charge of $0.5 million, as more fully described in “Note 4—Property and Equipment.”

Accounts receivable, accounts payable and accrued expenses are stated at their carrying value, which approximates fair value due to the short time to the expected receipt or payment date.

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OLO INC.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

Leases

Prior to the adoption of Accounting Standards Codification (“ASC”) 842, Leases, on January 1, 2022

We categorized leases at their inception as either operating or capital. In the ordinary course of business, we enter into non-cancelable operating leases for office space. We recognized lease costs on a straight-line basis and treated lease incentives as a reduction of rent expense over the term of the agreement. The difference between cash rent payments and rent expense was recorded as a deferred rent liability, with the amount expected to be amortized within the next twelve months classified as a current liability. We subleased a portion of our office space and recognize rental income on a straight-line basis as an offset to rent expense within general and administrative costs. The difference between cash rent payments received and rental income was recorded within prepaid expenses and other current assets.

Subsequent to the adoption of ASC 842 on January 1, 2022

We determine if an arrangement is a lease or contains a lease at inception. Our lease agreements are generally for office facilities, and the determination of whether such agreements contain leases generally does not require significant estimates or judgments. Our leases may also contain non-lease components such as payments of maintenance, utilities, and taxes, which we have elected to account for separately, as these amounts are readily determinable. At the commencement date of a lease, we recognize a liability to make lease payments and an asset representing the right to use the underlying asset during the lease term. The lease liability is measured at the present value of the minimum rental payments discounted using our incremental borrowing rate (“IBR”) over the lease term (or, if readily determinable, the rate implicit in the lease). The right-of-use (“ROU”) asset is measured at cost, which includes the initial measurement of the lease liability and initial direct costs incurred and excludes lease incentives. We subleased a portion of our office space and recognize rental income on a straight-line basis as an offset to other leases costs, net within general and administrative expenses.

The lease term used to measure ROU lease assets and lease liabilities may include renewal options which are deemed reasonably certain to be exercised. Operating lease costs are recognized on a straight-line basis over the lease term. Variable lease payments are expensed as incurred. Our leases do not contain any material residual value guarantees or material restrictive covenants.

Recently Adopted Accounting Pronouncements

In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-02, Leases (Topic 842) (“ASC 842”), which requires lessees to recognize the following for all leases (with the exception of short-term leases) at the commencement date: (i) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and (ii) a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. Additional disclosures are required to allow financial statement users to assess the amount, timing, and uncertainty of cash flows arising from leasing activities. A modified retrospective transition approach is required for leases existing at the time of adoption.

We adopted and began applying the standard on January 1, 2022 using the modified retrospective approach and applied it to all existing leases as of the adoption date. We will continue to present prior period amounts under ASC 840, Leases. In addition, we elected the package of practical expedients permitted under the transition guidance within the new standard which does not require us to reassess whether contracts that existed or expired prior to the adoption date contained an embedded lease, reassess historical lease classification, or evaluate initial direct costs for leases that were in effect at the adoption date. We did not elect the hindsight practical expedient related to determining the lease term.

As a result of implementing this guidance, we recognized $20.6 million in operating lease right-of-use assets as of January 1, 2022, and derecognized $2.4 million of previously recognized deferred rent. We also recorded $2.5 million in current operating lease liabilities and $18.1 million in operating lease liabilities, net of current portion in our condensed consolidated balance sheet as of January 1, 2022. The adoption of ASC 842 did not result in a cumulative-effect adjustment on retained earnings. See “Note 10—Leases” for additional details.

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which requires an entity to utilize the current expected credit loss (“CECL”) model to estimate its lifetime “expected credit loss” and record an allowance that, when deducted from the amortized cost basis of the financial asset, presents the net amount expected to be collected on the financial asset. The CECL model results in more timely

9

OLO INC.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

recognition of credit losses. This guidance also requires new disclosures for financial assets measured at amortized cost, loans, and available-for-sale debt securities. We adopted this standard as of January 1, 2022. The adoption did not have a material impact on our condensed consolidated financial statements.

In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805)—Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which requires an acquirer to recognize and measure contract assets and contract liabilities in accordance with ASC Topic 606. Under prior guidance, an acquirer generally recognized assets acquired and liabilities assumed in a business combination, including contract assets and contract liabilities arising from revenue contracts with customers, at fair value on the acquisition date. ASU No. 2021-08 results in the acquirer recording acquired contract assets and liabilities on the same basis that would have been recorded by the acquiree before the acquisition under ASC Topic 606, Revenue from Contracts with Customers. ASU No. 2021-08 is effective for fiscal years beginning after December 15, 2022, with early adoption permitted. We early adopted ASU No 2021-08 as of January 1, 2022 on a prospective basis and the adoption impact of the new standard was not material to our condensed consolidated financial statements. The standard did not impact our contract assets or liabilities prior to the adoption date.

3.Revenue Recognition

The following table disaggregates revenue by type (in thousands):

	Three Months Ended March 31, 2022
	Platform		Professional Services and Other		Total
Timing of revenue recognition
Transferred over time	$	20,801	$	1,290	$	22,091
Transferred at a point in time	20,665		—		20,665
Total revenue	$	41,466	$	1,290	$	42,756

	Three Months Ended March 31, 2021
	Platform		Professional Services and Other		Total
Timing of revenue recognition
Transferred over time	$	14,543	$	1,200	$	15,743
Transferred at a point in time	20,380		—		20,380
Total revenue	$	34,923	$	1,200	$	36,123

Contract Balances

Contract Asset

Professional services revenue is generally recognized ratably over the implementation period, beginning on the commencement date of each contract. Platform revenue is recognized as the services are delivered. Under ASC Topic 606, Revenue from Contracts with Customers, we record a contract asset when revenue recognized on a contract exceeds the billings. Our standard billing terms are monthly; however, the billings may not be consistent with the pattern of recognition, based on when services are performed. Contract assets were $1.0 million for both periods ending March 31, 2022 and December 31, 2021.

Unearned Revenue

Unearned revenue primarily consists of billings or payments received in advance of revenue recognition from subscription services and is recognized as revenue when transfer of control to customers has occurred. During the three months ended March 31, 2022, we recognized $0.5 million of revenue related to contracts that were included in unearned revenue at December 31, 2021. During the three months ended March 31, 2021, we recognized $0.1 million of revenue related to contracts that were included in unearned revenue at December 31, 2020.

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OLO INC.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

As of March 31, 2022, our remaining performance obligations were approximately $41.0 million, approximately 38% of which we expect to recognize as revenue over the next twelve months, and substantially all of the remaining revenue will be recognized thereafter over the next 24 to 48 months. These amounts only include contracts subject to a guaranteed fixed amount or the guaranteed minimum under variable contracts. Unrecognized revenues under contracts disclosed above do not include: (1) contracts with an original expected term of one year or less; (2) contracts for which variable consideration is determined based on the customer’s subsequent sale or usage; and (3) agreements for which our right to invoice corresponds with the value provided to the customer.

Deferred Contract Costs

The following table summarizes the activity of current and non-current deferred contract costs (in thousands):

Balance at December 31, 2021	$	6,183
Capitalization of deferred contract costs	586
Amortization of deferred contract costs	(828)
Balance at March 31, 2022	$	5,941

4.Property and Equipment

Property and equipment consisted of the following (in thousands):

	Estimated Useful Life (in Years)	As of  March 31, 2022		As of December 31, 2021
Computer and office equipment	3 - 5	$	1,933	$	1,800
Capitalized internal-use software	3	6,128		3,392
Furniture and fixtures	10	413		386
Leasehold improvements	Shorter of estimated useful life or remaining term of lease	384		374
Total property and equipment		8,858		5,952
Less: accumulated depreciation and amortization of internal-use software		(2,985)		(2,648)
Total property and equipment, net		$	5,873	$	3,304

Depreciation and amortization expense from property and equipment was approximately $0.3 million for each of the three months ended March 31, 2022 and 2021. For the three months ended March 31, 2022, we recorded a non-cash impairment charge of $0.5 million related to a portion of our internal-use software that was abandoned. This amount was recorded in research and development expenses within the condensed consolidated statement of operations and comprehensive loss.

5.Acquisitions

Omnivore Acquisition

On February 20, 2022, we signed a definitive agreement to acquire Omnivore Technologies, Inc., (“Omnivore”) a restaurant technology provider that connects restaurants’ Point of Sale systems with technologies that improve efficiency and increase profitability. We closed the acquisition on March 4, 2022 for total consideration of approximately $49.4 million in cash, net of cash acquired.

The operating results of Omnivore have been included in our consolidated statement of operations and comprehensive loss since the acquisition date. Actual results of operations from the date of acquisition through March 31, 2022

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OLO INC.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

and supplemental pro forma revenue and results of operations have not been presented because the effects were not material to the consolidated financial statements.

Purchase Price Allocation

The acquisition was accounted for under the acquisition method in accordance with ASC 805, Business Combinations. We recognized and measured the identifiable assets acquired and liabilities assumed at their estimated fair values on the date of acquisition. The following table summarizes the preliminary allocation of the purchase price to the fair value of the assets acquired and liabilities assumed of Omnivore as of March 4, 2022 (in thousands):

	Initial Fair Value Estimate
Accounts receivable	$	451
Other current assets	148
Operating lease right-of-use asset	236
Property and equipment	24
Other assets, noncurrent	9
Customer relationships	1,290
Developed technology	4,410
Trademark	150
Goodwill	44,745
Accounts payable	(198)
Accrued expenses and other current liabilities	(101)
Unearned revenue	(83)
Operating lease liability, current	(81)
Operating lease liability, noncurrent	(177)
Deferred tax liability, net	(1,421)
Total purchase price, net of cash acquired	$	49,402

Customer relationships were measured at fair value using the multiple-period excess earnings method under the income approach. Significant inputs used to measure the fair value include an estimate of projected revenue and costs associated with existing customers, and a discount rate of 11.0%.

Developed technology was measured at fair value using the relief-from-royalty method of the income approach. Significant inputs used to measure the fair value include an estimate of projected revenue from existing technology, a pre-tax royalty rate of 20.0% and a discount rate of 11.0%.

Trademark was measured at fair value using the relief-from-royalty method under the income approach. Significant inputs used to measure the fair value include an estimate of projected revenue from the trademark, a pre-tax royalty rate of 1.0% and a discount rate of 11.0%.

The preliminary purchase price allocation resulted in the recognition of $44.7 million of goodwill. Goodwill represents the future economic benefits expected to arise from other intangible assets acquired that do not qualify for separate recognition, including an experienced workforce that will help accelerate product development and go to market strategy, as well as expected future synergies generated by integrating Omnivore’s products with those in our existing platform. Accordingly, Omnivore will be reported along with our historical solutions under the same operating segment. None of the goodwill is expected to be deductible for tax purposes.

We recorded $1.0 million in transaction related expenses, primarily related to transaction related compensation, advisory, legal, valuation, and other professional fees, for the three months ended March 31, 2022. The transaction related

12

OLO INC.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

expenses are recorded within the consolidated statements of operations and comprehensive (loss) income as follows (in thousands):

Operating expenses:
Sales and marketing	79
General and administrative	929
Total transaction costs	$	1,008

We expect to finalize the purchase price allocation after management has further analyzed and assessed a number of the factors used in establishing the fair values of assets acquired and liabilities assumed as of the acquisition date, including, but not limited to, the working capital acquired.

Wisely Acquisition

On October 21, 2021, we signed a definitive agreement to acquire all of the outstanding shares of Wisely Inc. (“Wisely”), a customer intelligence and engagement platform for restaurants. We believe Wisely’s Customer Engagement and Front-of-House solutions complement our existing solution suite and enhance our value to our customers. We closed the acquisition on November 4, 2021 for total consideration of approximately $177.8 million, consisting of $75.2 million in cash (net of cash acquired), $96.6 million of Class A common stock, and $5.9 million of substituted stock options granted in connection with the acquisition. The fair values of the Class A common stock and substituted stock options were based on a price per Class A common share of $27.93, which is equal to the closing price of our Class A common stock on the date of the transaction. As a result of the equity consideration component, we issued approximately 3.5 million shares of our Class A common stock and granted approximately 0.2 million fully vested stock options at the acquisition date. The fair value of the substituted options granted was based upon the estimated value of vested stock options held by Wisely employees immediately prior to the acquisition.

We recorded $0.1 million in transaction related expenses, primarily related to legal and insurance fees, for the three months ended March 31, 2022 in general and administrative expenses within the condensed consolidated statement of operations and comprehensive loss.

During the three months ended March 31, 2022, we decreased goodwill by $0.1 million as a result of finalizing our working capital acquired. We expect to finalize the purchase price allocation after management has further analyzed and assessed a number of the factors used in establishing the fair values of assets acquired and liabilities assumed as of the acquisition date.

6.Goodwill and Intangible Assets

The following table summarizes the changes in the carrying amount of goodwill (in thousands):

Balance at December 31, 2021	$	162,956
Adjustment to Wisely acquisition	(94)
Acquisition of Omnivore	44,745
Balance at March 31, 2022	$	207,607

The gross book value and accumulated amortization of intangible assets, net, as of March 31, 2022 were as follows (in thousands):

	Weighted-average Remaining Useful Life (in years)	Gross Carrying Value		Accumulated Amortization		Net Carrying Value
Developed technology	5.7	$	14,595	$	(738)	$	13,857
Customer relationships	7.6	10,921		(502)		10,419
Trademark	2.7	486		(49)		437
Balance at March 31, 2022		$	26,002	$	(1,289)	$	24,713

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OLO INC.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

Amortization expense associated with intangible assets was $0.8 million for the three months ended March 31, 2022. As of March 31, 2022, estimated amortization related to the identifiable acquisition-related intangible assets expected to be recognized in future periods was as follows (in thousands):

2022 (remaining)	$	2,975
2023	3,967
2024	3,949
2025	3,813
2026	3,804
Thereafter	6,205
Total	$	24,713

No goodwill or intangible asset impairment losses were recognized during the three months ended March 31, 2022. See “Note 5—Acquisitions” for additional information on the acquisitions of Omnivore and Wisely.

7.Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consist of the following (in thousands):

	As of  March 31, 2022		As of December 31, 2021
Prepaid software licensing fees	$	2,894	$	1,888
Prepaid insurance	3,365		1,298
Other	3,504		2,532
Total prepaid expenses and other current assets	$	9,763	$	5,718

8.Accrued Expenses and Other Liabilities

Accrued expenses and other current liabilities consisted of the following (in thousands):

	As of  March 31, 2022		As of December 31, 2021
Accrued delivery service partner fees	40,124		35,441
Accrued compensation and benefits	3,565		4,189
Other	2,350		2,421
Professional and consulting fees	2,103		1,806
Accrued taxes	1,430		1,538
Total accrued expenses and other current liabilities	$	49,572	$	45,395

9.Line of Credit

In May 2012, we entered into a Loan and Security Agreement with Pacific Western Bank for a revolving line of credit with a maturity date of May 15, 2013 (the “Loan Agreement”). Since the Loan Agreement, we amended and restated the agreement in February 2020, and have executed subsequent amendments to extend the maturity date until June 30, 2022. Advances under the Formula Line bear interest equal to the greater of (A) 0.20% above Pacific Western Bank’s prime rate then in effect; or (B) 4.50%. Advances under the Non-Formula Line bear interest equal to the greater of (i) 0.75% above Pacific Western Bank’s prime rate then in effect; or (ii) 5.00%. Interest is due and payable monthly in arrears. We may prepay advances under the credit facility in whole or in part at any time without premium or penalty.

In April 2021, we amended the Loan Agreement and exercised our option to increase our available line of credit from $25.0 million to $35.0 million. Additionally, we amended our minimum EBITDA and minimum net revenue covenants,

14

OLO INC.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

which reset each annual period. In May 2021, we issued a letter of credit to DoorDash, Inc., or DoorDash, in the amount of $25.0 million in connection with our Restated Delivery Network Agreement.

In August 2021, we amended our Loan Agreement to maintain minimum cash deposits with Pacific Western Bank equal to the lesser of $75.0 million or an amount equal to 50% of all of our cash deposits with any bank, and to extend certain reporting requirements from 30 to 45 days after each quarter end.

In December 2021 and in connection with the Wisely Acquisition, we further amended our Loan Agreement to reflect Wisely LLC as an additional borrower.

In January 2022, we further amended our Loan Agreement (the “Fourth Amendment”) to extend the maturity date to May 12, 2022. In March 2022, we further amended our Loan Agreement (the “Fifth Amendment”) to provide consent for our acquisition of Omnivore and to set compliance thresholds for 2022. In May 2022, we further amended our Loan Agreement (the “Sixth Amendment”) to extend the maturity date to June 30, 2022. The foregoing description of the material terms of the Fourth Amendment, the Fifth Amendment, and Sixth Amendment does not purport to be complete and is subject to, and is qualified in its entirety by, reference to the full terms of the Fourth Amendment and the Fifth Amendment, which we have filed as exhibits to this Quarterly Report on Form 10-Q, and with respect to the Sixth Amendment, which we intend to file as an exhibit to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2022. We refer to the Loan Agreement, as amended, as the “Amended Loan Agreement.”

As of March 31, 2022, we had $8.6 million available under the Amended Loan Agreement, after consideration of $25.0 million in our letter of credit to DoorDash and $1.4 million in our letter of credit on the lease of our headquarters. As of March 31, 2022, we had no outstanding borrowings under the line of credit, and no amounts have been drawn against any of our letters of credit. Our obligations under the Amended Loan Agreement are secured by substantially all of our assets.

The Amended Loan Agreement contains customary affirmative and negative covenants, including covenants that require Pacific Western Bank’s consent to, among other things, merge or consolidate or acquire assets, make investments, incur additional indebtedness or guarantee indebtedness of others, pay dividends or redeem or repurchase any capital stock, enter into transactions with affiliates outside the ordinary course of business, and create liens on our assets. We are also required to comply with certain minimum EBITDA and minimum revenue covenants. We were in compliance with these covenants as of March 31, 2022.

The Amended Loan Agreement also contains events of default that include, among other things, non-payment defaults, covenant defaults, insolvency defaults, cross-defaults to other indebtedness and material obligations, judgment defaults, inaccuracy of representations and warranties, and a material adverse change. Any default that is not cured or waived could result in the acceleration of the obligations under the credit facility, an increase in the applicable interest rate under the credit facility to a per annum rate equal to 5.00% above the applicable interest rate and would permit Pacific Western Bank to exercise remedies with respect to all of the collateral that is securing the credit facility.

Pacific Western Bank has the right to terminate its obligation to make further advances to us immediately and without notice upon the occurrence and during the continuance of an event of default. We may terminate the Formula Line or the Non-Formula Line at any time prior to the maturity date, upon two business days written notice to Pacific Western Bank, at which time all then outstanding obligations arising under the Amended Loan Agreement, including any unpaid interest thereon, will accelerate and become immediately due and payable.

There was no interest expense related to the Amended Loan Agreement for each of the three months ended March 31, 2022 and 2021. Deferred financing costs related to the Loan Agreement and amendments thereto were capitalized and are included within other current and non-current assets as of March 31, 2022.

10.Leases

We have non-cancelable operating leases for our headquarters in New York City (“Headquarters Lease”) that expires in May 2030 and for our former office that expires in September 2023. We sublease a portion of our former office space, which we ceased using in connection with the signing of the Headquarters Lease. The sublease expires in March 2023. As a result of the acquisition of Omnivore, we have a non-cancelable operating lease in Clearwater, Florida that expires in

15

OLO INC.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

January 2025. Our lease terms include periods under options to extend or terminate the leases. Currently, there are no operating leases where we believe it is reasonably certain that we will exercise any option to extend the initial term.

As disclosed in “Note 2—Significant Accounting Policies,” we adopted ASC 842 on January 1, 2022. We have elected the “package of practical expedients,” which permits us not to reassess under ASC 842 our prior conclusions on expired or existing leases about lease identification, lease classification, and initial direct costs. Payments of maintenance, utilities, and taxes, are expensed as incurred and excluded from right-of-use assets and lease liabilities, and were immaterial for the three months ended March 31, 2022. Furthermore, we elected to not capitalize leases with a term of 12 months or less and recognize the lease expense for such leases on a straight-line basis over the lease term.

The IBR is the rate of interest that we would have to pay to borrow on a collateralized basis over a similar term and amount equal to the lease payments in a similar economic environment. We determined our IBR by obtaining interest rates from various external financing sources and made certain adjustments to reflect the terms of the lease and type of the asset leased.

The elements of lease expense were as follows (in thousands):

	Three Months Ended March 31,
	2022
Operating lease costs	$	828
Other lease income	(87)
Total lease costs	$	741

Rent expense, excluding sublease income, under ASC 840, Leases, was $0.8 million for the three months ended March 31, 2021 and rental income was $0.1 million for the three months ended March 31, 2021.

Cash paid for amounts included in the initial measurement of lease liabilities were $0.9 million for the three months ended March 31, 2022.

As of March 31, 2022, the total remaining operating lease payments included in the measurement of lease liabilities are as follows (in thousands):

2022 (remaining)	$	2,717
2023	3,444
2024	2,877
2025	2,893
2026	2,960
Thereafter	10,114
Total future minimum lease payments	25,005
Less: imputed interest	(4,731)
Total	$	20,274

The weighted average remaining lease term and discount rate for the operating leases were as follows:

	As of March 31, 2022
Weighted average remaining lease term (years)	7.7 years
Weighted average discount rate	5.37%

16

OLO INC.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

As of December 31, 2021, our future minimum payments under non-cancelable leases for operating facilities as determined prior to the adoption of ASC 842 were as follows (in thousands):

2022	$	3,559
2023	3,352
2024	2,780
2025	2,885
2026	2,960
Thereafter	10,113
Total	$	25,649

11.Stockholders’ Equity

Changes in Capital Structure

On March 5, 2021, our Board of Directors and stockholders approved an amended and restated certificate of incorporation effecting a 17-for-1 forward stock split of our issued and outstanding shares of common stock and Series A, A-1, B, C, D, E preferred stock. Additionally, all outstanding equity instruments, including our time-based stock options, performance-based SARs, and preferred stock warrants, were adjusted to reflect the 17-for-1 forward stock split. The stock split was effected on March 5, 2021. The par value of the Class B common stock and redeemable convertible preferred stock was not adjusted as a result of the stock split. All issued and outstanding Class B common stock, redeemable convertible preferred stock, warrants to purchase shares of redeemable convertible preferred stock, and stock options, as well as the per share amounts, included in the accompanying financial statements have been adjusted to reflect this stock split for all periods presented.

On March 5, 2021, our Board of Directors and stockholders approved and we implemented a dual class common stock structure where all existing shares of common stock converted to Class B common stock and we authorized a new class of common stock, Class A common stock. The authorized share capital for Class A common stock is 1,700,000,000 and the authorized share capital for Class B common stock is 185,000,000. The Class A common stock is entitled to one vote per share and the Class B common stock is entitled to ten votes per share. The Class A and Class B common stock have the same rights and privileges and rank equally, share ratably, and are identical in all respects and for all matters except for voting, conversion, and transfer rights. The Class B common stock converts to Class A common stock at any time at the option of the holder. References in the accompanying financial statements have been adjusted to reflect the dual class common stock structure and the changes in the number of authorized shares of common stock. We also authorized a total of 20,000,000 shares of undesignated preferred stock, par value $0.001 per share. Effective March 5, 2021, 124,012,926 outstanding shares of common stock were converted into an equivalent number of shares of our Class B common stock.

Class A common stock and Class B common stock reserved for future issuance consisted of the following:

	As of March 31, 2022	As of December 31, 2021
Shares available for grant under employee stock purchase plan	3,760,115	3,760,115
Shares available for grant under stock option plan	19,714,647	18,994,572
Restricted stock units	3,573,464	1,082,980
Options issued and outstanding under stock option plan	35,445,788	36,716,816
Total common stock reserved for future issuance	62,494,014	60,554,483

Charitable Contributions

In March 2021, our Board of Directors approved the issuance of 1,729,189 shares of our Class A common stock to an independent donor-advised fund sponsor, Tides Foundation, in conjunction with our Olo for Good initiative. We donated 172,918 shares of our Class A common stock to Tides Foundation and recognized $5.1 million as a non-cash general and

17

OLO INC.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

administrative expense in our consolidated statement of operations for the three months ended March 31, 2021. We did not donate any shares during the three months ended March 31, 2022. Through March 31, 2022, we have donated a total of 345,836 shares of our Class A common stock. We expect to donate 1/10th of the total remaining approved shares into the fund annually.

12.Stock-Based Compensation

Equity Incentive Plans

On March 5, 2021, our Board of Directors adopted our 2021 Equity Incentive Plan (“2021 Plan”). Prior to that date, we had established our 2015 Equity Incentive Plan (“2015 Plan”) and 2005 Equity Incentive Plan (“2005 Plan” and collectively with the 2021 Plan and 2015 Plan, the “Plans”). The 2021 Plan serves as the successor to the 2015 Plan and 2005 Plan and provides for the issuance of incentive and nonqualified stock options, SARs, restricted stock, and RSUs, to employees, directors, consultants, and advisors.

Stock options under the Plans may be granted with contractual terms of up to ten years (or five years if granted to a greater than 10.0% stockholder) and at prices no less than 100.0% of the estimated fair value of the shares on the date of grant as determined by our Board of Directors; provided, however, that the exercise price of an incentive stock option (“ISO”) and nonqualified stock option (“NSO”) granted to a greater than 10.0% stockholder shall not be less than 110.0% of the estimated fair value of the shares on the date of grant. Awards granted under the Plans generally vest over four years.

Certain stock options have an early exercise feature. Shares purchased pursuant to the early exercise of stock options are subject to repurchase until those shares vest; therefore, cash received in exchange for unvested shares exercised is recorded as a liability on the accompanying condensed balance sheets, and is reclassified to Class B common stock and additional paid-in capital as the shares vest. There were 98,889 and 120,088 early exercised shares outstanding as of March 31, 2022 and December 31, 2021, respectively. As of March 31, 2022, there is a liability in the amount of $0.3 million, of which $0.2 million was recorded in accrued expenses and other current liabilities in our balance sheet because vesting is within the next 12 months, and $0.1 million was recorded in other liabilities, non-current, because vesting is beyond the next 12 months.

On March 13, 2021, our Board of Directors adopted a non-employee director compensation policy that became effective upon our IPO. The policy provides for annual cash retainers for non-employee directors and an additional cash retainer for those non-employee directors that serve as chairpersons or members of our audit, compensation, and nominating and corporate governance committees. Additionally, directors will have the option to receive their annual retainer amounts in cash or equity. Each new non-employee director appointed to the Board of Directors after the IPO date will be granted an initial RSU award with a value of $0.3 million subject to vesting over a three-year period. Certain non-employee directors who had served for at least six months prior to the IPO effective date and did not have unvested equity awards were granted 39,870 RSU awards on March 17, 2021 with a total value of approximately $1.0 million, which will fully vest on the day immediately prior to our 2022 annual meeting of stockholders.

As of March 31, 2022 and December 31, 2021 the maximum number of shares authorized for issuance to participants under the Plans was 24,817,791 and 20,615,612, respectively. As of March 31, 2022 and December 31, 2021, the number of shares available for issuance to participants under the Plans was 19,714,647 and 18,994,572, respectively.

During the three months ended March 31, 2022 and 2021, no SARs were granted to employees. The SARs outstanding as of the time of the IPO were equity-classified and were measured at the grant date fair value. The SARs were vested and settled upon completion of the IPO and 1,642,570 shares of Class B common stock were issued in connection with this event. Compensation expense of $2.8 million was recognized for the three months ended March 31, 2021.

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OLO INC.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

Restricted Stock Units

The following summarizes the activity for the unvested RSUs during the three months ended March 31, 2022:

	Shares	Weighted- Average Grant Date Fair Value
Unvested at December 31, 2021	1,082,980	$	27.70
Granted	2,740,027	18.78
Vested	(136,662)	20.32
Forfeited and canceled	(112,881)	23.25
Unvested at March 31, 2022	3,573,464	$	21.28

The total fair value of RSUs vested during the three months ended March 31, 2022 was $1.7 million. Future stock-based compensation for unvested RSUs awarded as of March 31, 2022 was approximately $71.3 million and is expected to be recognized over a weighted-average period of 3.66 years.

Stock Options

The following summarizes our stock option activity for the three months ended March 31, 2022 (in thousands, except share and per share amounts):

	Number of options outstanding	Weighted- average exercise price		Weighted- average remaining contractual term (In years)	Aggregate intrinsic value
As of December 31, 2021	36,716,816	$	3.55	5.76	$	633,730
Granted	859,038	15.75
Exercised	(1,851,334)	1.25
Forfeited	(278,732)	7.16
Vested and expected to vest as of March 31, 2022	35,445,788	$	3.94	5.71	$	330,083
Exercisable as of March 31, 2022	25,631,502	$	2.29	4.61	$	280,924

The following table summarizes the weighted-average grant date fair value of options granted, intrinsic value of options exercised, and grant date fair value of options vested for the three months ended March 31, 2022 and 2021 (in thousands, except per share amounts):

	Three Months Ended March 31,
	2022		2021
Weighted-average grant date fair value of options granted	$	15.75	$	10.50
Intrinsic value of options exercised	$	30,849	$	53,411
Total grant date fair value of options vested	$	13,699	$	5,950

Future stock-based compensation for unvested employee options granted and outstanding as of March 31, 2022 was $65.3 million and is expected to be recognized over a weighted-average period of 2.39 years.

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OLO INC.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

Valuation Assumptions

We estimated the fair value of stock options granted using the Black-Scholes option pricing model with the following weighted-average assumptions:

	Three Months Ended March 31,
	2022	2021
Expected term (in years)	5.24	5.48 - 6.07
Volatility	32%	52%
Risk-free interest rate	1.62%	0.50% - 0.67%
Dividend yield	0%	0%
Fair value of underlying common stock	$15.75	$16.78 - $18.09

We elected to use the midpoint practical expedient to calculate the expected term.

2021 Employee Stock Purchase Plan

On March 5, 2021, our Board of Directors and stockholders adopted our ESPP. The ESPP became effective immediately prior to the IPO. The ESPP authorized the issuance of 3,900,000 shares of our Class A common stock pursuant to purchase rights granted to our employees or to employees of any of our designated affiliates. The number of shares of our Class A common stock reserved for issuance will automatically increase on January 1 of each calendar year, commencing on January 1, 2022 through January 1, 2031, by the lesser of (1) 1.0% of the total number of shares of our Class A common stock outstanding on December 31 of the preceding calendar year, or (2) 11,700,000 Class A common shares; provided, that prior to the date of any such increase, our Board of Directors may determine that such increase will be less than the amount set forth in clauses (1) and (2). Employees may contribute, normally through payroll deductions, up to 15% of their earnings for the purchase of our Class A common stock under the ESPP. Our Class A common stock will be purchased for the accounts of employees participating in the ESPP at a price per Class A common share equal to the lower of (a) 85% of the fair market value of our Class A common stock on the first trading date of an offering, or (b) 85% of the fair market value of our Class A common stock on the date of purchase. The current offering period began in December 2021 and ends in June 2022. For the three months ended March 31, 2022, we recorded approximately $0.4 million of compensation expense associated with our ESPP.

Stock-Based Compensation Expense

The classification of stock-based compensation expense, which includes expense for stock options, RSUs, SARs, and ESPP charges, by line item within the consolidated statements of operations and comprehensive (loss) income was as follows (in thousands):

	Three Months Ended March 31,
	2022		2021
Cost of revenue - platform	$	1,470	$	436
Cost of revenue - professional services and other	210		115
Research and development	3,398		3,452
General and administrative	5,038		3,858
Sales and marketing	1,592		388
Total stock-based compensation expense	$	11,708	$	8,249

13.Warrants 

Redeemable Convertible Preferred Stock Warrants

Prior to the IPO, warrants to purchase 1,682,847 shares of our outstanding redeemable convertible preferred stock were exercised and converted into redeemable convertible preferred stock. Upon completion of the IPO, all shares of our

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OLO INC.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

outstanding redeemable convertible preferred stock, inclusive of the shares issued pursuant to these warrant exercises, converted into 100,196,780 shares of Class B common stock. The redeemable convertible preferred stock warrant liability was reclassified to additional paid-in capital in connection with the IPO. For the three months ended March 31, 2021, we recorded a fair value adjustment of approximately $18.9 million using the intrinsic value of each warrant on the date of the conversion immediately prior to the IPO, as the warrants were significantly in-the-money and the Black-Scholes inputs have a de minimis impact on their value.

14.Income Taxes

We had an effective tax rate of 10.39% and (0.14)% for the three months ended March 31, 2022 and 2021, respectively. The effective tax rate for the three months ended March 31, 2022 is driven primarily by the release of a portion of our valuation allowance for deferred tax assets following the recording of a deferred income tax liability as part of our accounting for the acquisition of Omnivore and adjustments to the full valuation allowance on our deferred tax assets, partially offset by state taxes. We maintain a full valuation allowance on our net federal and state deferred tax assets as we have concluded that it is more likely than not that the deferred tax assets will not be realized.

We evaluated the available evidence supporting the realization of our deferred tax assets, including the amount and timing of future taxable income, and have determined that it is more likely than not that our net deferred tax assets will not be realized. Due to uncertainties surrounding the realization of the deferred tax assets, we maintain a full valuation allowance against substantially all of our net deferred tax assets. When we determine that we will be able to realize some portion or all of our deferred tax assets, an adjustment to our valuation allowance on our deferred tax assets would have the effect of increasing net income in the period such determination is made.

We applied ASC 740, Income Taxes, and determined that we do not have any uncertain positions that would result in a tax reserve for each of the three months ended March 31, 2022 and 2021. Our policy is to recognize interest and penalties related to uncertain tax positions in income tax expense. We are subject to U.S. federal tax authority and state tax authority examinations.

15.Commitments and Contingencies

Contingencies

Liabilities for loss contingencies arising from claims, assessments, litigation, fines, and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. If we determine that a loss is reasonably possible, and the loss or range of loss can be estimated, we will disclose the possible loss in the notes to our financial statements. Accounting for contingencies requires us to use judgment related to both the likelihood of a loss and the estimate of the amount or range of loss. Legal costs incurred in connection with loss contingencies are expensed as incurred.

We have also received, and may in the future continue to receive, claims from third parties asserting, among other things, infringement of their intellectual property rights. Future litigation may be necessary to defend ourselves or our customers by determining the scope, enforceability, and validity of third-party proprietary rights or to establish our proprietary rights. Defending such proceedings is costly and can impose a significant burden on management and employees. The results of any current or future litigation cannot be predicted with certainty, and regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources, and other factors.

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OLO INC.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

16.Net Loss per Share Attributable to Common Stockholders

A reconciliation of net loss available to common stockholders and the number of shares in the calculation of basic net loss per share is as follows (in thousands, except share and per share data):

	Three Months Ended March 31,
	2022		2021
Numerator:
Net loss and comprehensive loss	$	(11,509)	$	(26,457)
Less: accretion of redeemable convertible preferred stock to redemption value	—		(14)
Net loss attributable to Class A and Class B common stockholders—basic and diluted	$	(11,509)	$	(26,471)

	Three Months Ended March 31,
	2022		2021
Denominator:
Weighted-average Class A and Class B common shares outstanding—basic and diluted	159,190,371		41,855,757
Net loss per share attributable to Class A and Class B common stockholders––basic and diluted	$	(0.07)	$	(0.63)

The following participating securities were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented, because including them would have been anti-dilutive (on an as-converted basis):

	Three Months Ended March 31,
	2022	2021
Outstanding stock options	35,445,788	43,621,733
Outstanding restricted stock units	3,573,464	39,870
Outstanding shares estimated to be purchased under ESPP	112,116	—
Total	39,131,368	43,661,603

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our condensed consolidated financial statements and related notes appearing elsewhere in this Quarterly Report on Form 10-Q. The discussion contains forward-looking statements, including with respect to our transaction volumes, our net revenue retention rate, and customer adoption of multi-modules, that are based on the beliefs of management, as well as assumptions made by, and information currently available to, our management. Actual results could differ materially from those discussed in or implied by forward-looking statements as a result of various factors, including those discussed elsewhere in this Quarterly Report on Form 10-Q, particularly in the section entitled “Special Note Regarding Forward-Looking Statements,” and in our Annual Report on Form 10-K for the year ended December 31, 2021, filed with the Securities and Exchange Commission, or SEC, on February 25, 2022.

Overview

We are Olo, a leading open SaaS platform for restaurants.

Our platform powers restaurant brands’ on-demand digital commerce operations, enabling digital ordering, delivery, front-of-house, or FOH, management and payments, while further strengthening and enhancing restaurants’ direct consumer relationships. Consumers today expect more on-demand convenience and personalization from restaurants, particularly through digital channels, but many restaurants lack the in-house infrastructure and expertise to satisfy this increasing demand in a cost-effective manner. We provide restaurants with a business-to-business-to-consumer, enterprise-grade, open SaaS platform to manage their complex digital businesses and enable fast and more personalized experiences for their customers. Our platform and application programming interfaces, or APIs, seamlessly integrate with a wide range of solutions, unifying disparate technologies across the restaurant ecosystem. Restaurant brands rely on us to increase their digital omni-channel sales, maximize profitability, establish and maintain direct consumer relationships, and collect, protect, and leverage valuable consumer data. As a result of our ability to meet restaurant brands’ growing needs, gross merchandise value, or GMV, which we define as the gross value of orders processed through our platform, has increased on an annual basis, reaching more than $20 billion in GMV during the year ended December 31, 2021.We believe that GMV is an important metric to provide management with an indication of demand for our products. Our well-established platform has led many of the major publicly traded and top 50 fastest growing private restaurant brands, measured by overall sales, in the United States to work with us and has been a factor in our high dollar-based net revenue retention. See the section titled “Key Factors Affecting Our Performance” below for additional information on how we calculate dollar-based net revenue retention. Further, industry-recognized outlets, including Restaurant Business Online, QSR Magazine, and AP News, have also deemed Olo a leading food ordering platform for the restaurant industry.

We built Olo with the goal of being the leading SaaS platform for the restaurant industry by aligning the solutions we have developed with the needs of our customers. Our platform initially focused on our Order Management solutions, a suite of fully-integrated, white-label, on-demand digital commerce and channel management solutions, enabling guests to order and pay directly from restaurants via mobile, web, kiosk, voice, and other digital channels, through our Ordering, Network, Switchboard, Kiosk, and Virtual Brands modules. We then expanded our platform by launching our Delivery Enablement solutions, including Dispatch, our delivery enablement module, and Rails, our aggregator and channel management module. In 2021, we acquired Wisely Inc, or Wisely. This acquisition added our Customer Engagement solutions, a suite of restaurant-centric marketing and sentiment solutions enabling restaurants to collect, analyze, and act on guest data to deepen relationships, boost revenue, and increase Customer Lifetime Value, or CLV, through the Marketing Automation, Sentiment, and Customer Data Platform, or CDP, modules, as well as our FOH solutions, which enable restaurants to streamline the queue orders from multiple sales channels, optimize seat utilization in the dining room, and increase flow-through of reservation and waitlist parties through the Host module. The key milestones in our corporate history are the following:

•2005: Olo Founder and CEO Noah Glass accepted $0.5 million in Series A funding to start Mobo.

•2010: We renamed our company “Olo” and shifted our focus to enterprise customers.

•2013: We surpassed $50 million in GMV and expanded our executive leadership team.

•2014: We surpassed $100 million in GMV, and restaurateur Danny Meyer joined our Board of Directors.

•2015: We launched Dispatch, our first significant product extension.

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•2016: We surpassed $500 million in GMV.

•2017: We launched Rails and surpassed $1 billion in GMV.

•2018: We surpassed $2 billion in GMV.

•2019: We surpassed $5 billion in GMV.

•2020: We reached nearly $14.6 billion in GMV.

•2021: We completed our IPO, executed our first acquisition, and surpassed more than $20 billion in GMV.

•2022: We announced commercial availability of Olo Pay.

Leading restaurant brands trust Olo’s enterprise-grade platform for its capabilities, reliability, security, scalability, and interoperability. Our platform currently handles, on average, more than 2 million orders per day. In 2021, more than 85 million consumers transacted on our platform. We continually invest in architectural improvements so that our system can scale in tandem with our continued growth. Additionally, both internal and external security experts frequently test our system for vulnerabilities. To our knowledge, we have never experienced a material breach of customer or consumer data. Our open SaaS platform integrates with over 300 restaurant technology solutions including point-of-sale, or POS, systems, aggregators, delivery service providers, or DSPs, payment processors, user experience, or UX, user interface, or UI, providers, loyalty programs, on-premise ordering providers, kitchen display systems, or KDS, labor management providers, inventory management providers, and reservation and customer relationship management, or CRM, giving our customers significant control over the configuration and features of their distinct digital offering.

We are the exclusive direct digital ordering provider for our leading brands across all service models of the restaurant industry, including quick service, fast casual, casual dining, family dining, and coffee and snack food. Our contracts typically have initial terms of three years or longer, with continuous one-year automatic renewal periods, providing visibility into our future financial performance. Our enterprise brands, meaning those brands having 50 or more locations, tend to be highly loyal.

We have a highly efficient go-to-market model as a result of our industry thought leadership, partnership approach with our restaurant customers, and experienced enterprise sales, customer success, and deployment teams. Unlike other enterprise software businesses, where the sales team works to add a single location or division and expand to others, we enter into relationships at the brand’s corporate level and strive to secure exclusivity across all locations. This enables us to deploy our modules across all new and existing brand locations without any additional sales and marketing costs, and upsell new offerings to the brand itself, rather than each individual location.

We refer to our business model as a transactional SaaS model, as it includes both subscription and transaction-based revenue streams, and we designed it to align with our customers’ success. Our model allows our customers to forego the cost of building, maintaining, and securing their own digital ordering and delivery platforms and to retain direct relationships with their consumers while maximizing profitability. Our hybrid-pricing model provides us with a predictable revenue stream and enables us to further grow our revenue as our customers increase their digital order volume. We generate subscription revenue from our Ordering, Switchboard, Kiosk, Virtual Brands, Marketing Automation, Sentiment, CDP, and Host modules. In addition, a growing portion of our customers purchase an allotment of monthly orders for a fixed monthly fee and pay us an additional fee for each excess order, which we also consider to be subscription revenue. Our transaction revenue includes revenue generated from our Rails, Dispatch, Virtual Brands, and Olo Pay modules. In most cases, we also charge aggregators, channel partners, and other service providers in our ecosystem on a per transaction basis for access to our Rails and Dispatch modules. We also derive transactional revenue from other products, including Network, which allows brands to take orders from non-aggregator digital channels (e.g., Google Food Ordering, which enables restaurants to fulfill orders directly through Google search results and Maps pages). These products generate fees predominantly through revenue sharing agreements with partners.

Acquisition of Omnivore

On February 20, 2022, we signed a definitive agreement to acquire all of the outstanding shares of Omnivore Technologies, Inc, a restaurant technology provider that connects restaurants’ POS systems with technologies that improve efficiency and increase profitability. Through the acquisition, restaurant brands will gain access to additional POS integration capabilities, new on-premise and payment features, and an expanded technology partner network. The acquisition is expected to

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broaden Olo’s platform capabilities and allow restaurants to connect to apps and technologies that streamline operations, improve efficiency, enhance guest experience, and increase profitability. The acquisition, for which we paid approximately $49.4 million in cash, closed on March 4, 2022 pursuant to the terms set forth in the merger agreement.

Key Factors Affecting Our Performance

Add New Large Multi-Location and High-Growth Restaurant Brands

We believe there is a substantial opportunity to continue to grow our customer base across the U.S. restaurant industry, adding to our over 600 existing brands across approximately 82,000 active locations as of March 31, 2022, up from approximately 69,000 active locations as of March 31, 2021. We define an “active location” as a unique restaurant location that is utilizing one or more modules in a given quarterly period. We consider each specific restaurant brand to be a customer, even if owned by a parent organization that owns multiple restaurant brands, and define active locations as a location where at least one of our modules is deployed. We intend to continue to drive new customer growth by leveraging our brand and experience within the industry, and expanding our sales and marketing efforts. We have also historically pursued and will continue to target the most well-capitalized, fastest-growing restaurant brands in the industry. Our ability to attract new customers will depend on a number of factors, including our ability to innovate, the effectiveness and pricing of our new and existing modules, the growth of digital ordering, and the success of our marketing efforts.

Expand Within Our Existing Customer Base

Our large base of enterprise customers and transactional SaaS revenue model represent an opportunity for further revenue expansion from the sale of additional modules, and the addition of new restaurant locations. A key factor to our success in executing our expansion strategy will be our ability to retain our existing and future restaurant customers. Our exclusive, long-term, direct digital ordering contracts with our customers provide us the opportunity to form unique, trusted partnerships with our restaurant brands, further enhancing our ability to satisfy and retain our customers. Our contracts typically have initial terms of three years or longer, with continuous one-year automatic renewal periods, providing visibility into our future performance. One indication of our ability to grow within our customer base through the development of our products that our customers value is our average revenue per unit, or ARPU. We calculate average revenue per unit by dividing the total platform revenue in a given period by the average active locations in that same period. We believe this demonstrates our ability to grow within our customer base through the development of our products that our customers value.

The following summarizes our ARPU and number of active locations for the three months ended, or as of, each of the dates presented.

	Three Months Ended March 31,
	2022		2021
Average Revenue Per Unit	$	516	$	525
Ending Active Locations	82,000		69,000

A further indication of the propensity of our customers to continue to work with and expand their relationship with us over time is our dollar-based net revenue retention rate, or NRR, which compares our revenue from the same set of active customers in one period to the prior year period. We calculate dollar-based NRR as of a period-end by starting with the revenue, defined as platform revenue, from the cohort of all active customers as of 12 months prior to such period-end, or the prior period revenue. We then calculate the platform revenue from these same customers as of the current period-end, or the current period revenue. Current period revenue includes any expansion and is net of contraction or attrition over the last 12 months, but excludes platform revenue from new customers in the current period. We then divide the total current period revenue by the total prior period revenue to arrive at the point-in-time dollar-based NRR. We believe that NRR is an important metric demonstrating our ability to retain our customers and expand their use of our modules over time, proving the stability of our revenue base and the long-term value of our customer relationships.

For the three months ending March 31, 2022, we maintained an NRR of approximately 107%. While we maintained an NRR over 120% throughout 2021, 2020, and 2019, we observed a decline in NRR this quarter as we lapped the last pre-vaccination period of the COVID-19 pandemic, during which time order volumes were elevated, and the final quarter operating under our prior DoorDash agreement. We expect to return to NRR in excess of 120% in the near term as customers continue to adopt additional product modules such as Olo Pay and our FOH and Customer Engagement solutions.

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Enable Higher Transaction Volume

Transaction revenue will continue to be an important source of our growth. We intend to continue to work with our existing restaurant customers to enable higher transaction volume at their locations, which may enable us to generate additional subscription and transaction revenue. As on-demand digital commerce grows to represent a larger share of total food consumption, we expect to significantly benefit from this secular trend as we capture a portion of this increased on-demand digital commerce order volume. Not only does our software create the opportunity to drive more orders for our customers, but we also expect the industry’s secular tailwinds to help increase transaction order volume as more consumers order food through digital means, including on- and off-premise. As transaction volume increases, the subscription revenue we receive from certain subscription-based modules may also increase as customers subscribe for higher tier ordering packages to enable more transactions. Additionally, as we continue to expand our product offerings and improve our current software, we also believe that we may be able to increase our share of the transaction revenue that flows through our platform. Specifically, in February 2022, we announced the general availability of our payment solution, Olo Pay, which we believe can significantly increase our ability to generate transactional revenues. Our ability to increase transaction volume is dependent on the continued shift to digital ordering for food consumption and our ability to capture a meaningful portion of that shift.

Investment in Innovation and Growth

We have invested and intend to continue to invest in expanding the functionality of our current platform and broadening our capabilities to address new market opportunities, particularly around payments, data analytics, and on-premise dining. We also intend to continue to invest in enhancing awareness of our brand and developing more modules, features, and functionality that expand our capabilities to facilitate the extension of our platform to new use cases and industry verticals. We believe this strategy will provide new avenues for growth and allow us to continue to deliver differentiated, high-value outcomes to both our customers and stockholders. Specifically, we intend to invest in research and development to expand our existing modules and build new modules, sales and marketing to promote our modules to new and existing customers and in existing and expanded geographies, professional services to ensure the success of our customers’ implementations of our platform, and other operational and administrative functions to support our expected growth and requirements as a public company. We expect our total operating expenses will increase over time and, in some cases, have short-term negative impacts on our operating margin. We also intend to continue to evaluate strategic acquisitions and investments in businesses and technologies to drive product and market expansion. Our future success is dependent, in part, on our ability to successfully develop, market, and sell new and existing modules to new and existing customers.

Grow Our Ecosystem

We plan to expand our current ecosystem of third-party partners to better support our customers. Our platform is highly configurable and deeply embedded into our customers’ disparate existing infrastructures. Our platform seamlessly integrates with technology providers across the restaurant ecosystem, including most POS systems, DSPs, OSPs, aggregators, payment processors, loyalty programs, on-premise ordering providers, KDSs, labor management providers, inventory management providers, and reservation and CRM. We believe that we can leverage these unique partnerships to deliver additional value to our customers. We see opportunity to further broaden our partnership group and build upon the integrations we currently offer. We plan to continue to invest and expand our ecosystem of compatible third-party technology providers to allow us to service a broader network of restaurant brands. We believe that these technology partnerships make us a critical component for restaurant brands looking to enhance their digital ordering and delivery platforms. We intend to continue to invest in building functionality that further integrates our platform with additional third-party technology providers, which expands our capabilities and facilitates the extension of our platform to new use cases and industry verticals. Our future success is dependent on our ability to continue to integrate with third-party technology providers in the restaurant ecosystem.

Expand Our Longer-Term Market Opportunity

While we have not made any significant investments in this area to date, we believe there is an opportunity to partner with small and medium businesses to enable their on-demand digital commerce presence. Additionally, as many of our customers operate internationally, we believe there is a significant opportunity to expand the usage of our platform outside of the United States. We also believe that our platform can be applied to other commerce verticals, beyond the restaurant industry, that are undergoing a similar digital transformation to deliver real-time experiences and on-demand fulfillment to consumers. For example, we currently partner with a number of grocery chains who use our Ordering module to help their consumers order ready-to-eat meals and may potentially expand these or other partnerships in the future. We anticipate that our operating expenses will increase as a result of these initiatives.

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Components of Results of Operations

Revenue

We generate revenue primarily from platform fees and professional services.

Platform

Platform revenue primarily consists of fees that provide customers access to one or more of our modules and standard customer support. Our contracts typically have initial terms of three years or longer, with continuous one-year automatic renewal periods. We bill monthly in arrears. A majority of our platform revenue is derived from our Order Management solutions, which consist of our Ordering, Switchboard, Kiosk, Network, and Virtual Brands modules. We also generate platform revenue from our Delivery Enablement solutions, which include our Dispatch and Rails modules. We may also charge third-party aggregators and other service providers in our ecosystem a per transaction fee for access to our Dispatch and Rails modules. Subsequent to the Wisely Acquisition, we also generate revenue from our Customer Engagement and FOH solutions.

Professional Services and Other

Professional services and other revenue primarily consists of fees paid to us by our customers for the implementation of our platform. The majority of our professional service fees are billed on a fixed fee basis upon execution of our agreement. While we expect professional services and other revenue to increase primarily as a result of continued deployment of additional active locations, we expect that this increase will be offset as our deployment teams become more efficient and more familiar with customer systems and shorten deployment periods.

Cost of Revenue

Platform

Platform cost of revenue primarily consists of costs directly related to our platform services, including expenses for customer support and infrastructure personnel, including salaries, taxes, benefits, bonuses, and stock-based compensation, which we refer to as personnel costs, third-party software licenses, hosting, amortization of internal-use software and intangible assets, and allocated overhead. We expect platform cost of revenue to increase in absolute dollars in order to support additional customer and transaction volume growth on our platform.

Professional Services and Other

Professional services and other cost of revenue primarily consists of the personnel costs of our deployment team associated with delivering these services and allocated overhead.

Gross Profit

Gross profit, or revenue less cost of revenue, has been, and will continue to be, affected by various factors, including revenue fluctuations, our mix of revenue associated with various modules, the timing and amount of investments in personnel, increased hosting capacity to align with customer growth, and third-party licensing costs.

Operating Expenses

Our operating expenses consist of research and development, general and administrative, and sales and marketing expenses. Personnel costs are the most significant component of operating expenses.

Research and Development

Research and development expenses primarily consist of engineering and product development personnel costs and allocated overhead costs. Research and development costs exclude internal-use software development costs, as they are capitalized as a component of property and equipment, net and amortized to platform cost of revenue over the term of their estimated useful life. We anticipate investments in this area to increase on an absolute dollar basis and as a percentage of revenue in the short-term as we continue to invest in innovative solutions to support our customers’ rapidly evolving needs.

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General and Administrative

General and administrative expenses primarily consist of personnel costs and contractor fees for finance, legal, human resources, information technology, amortization of intangible assets, and other administrative functions. In addition, general and administrative expenses include travel-related expenses and allocated overhead. We expect that our general and administrative expenses will continue to grow on an absolute dollar basis while declining as a percentage of revenue as we continue to scale our operations over time. We also expect to incur additional general and administrative expenses as a result of operating as a public company. Going forward, as we lap the initial increase in costs associated with operating as a public company, we expect general and administrative expense to decrease as a percentage of total revenue.

Sales and Marketing

Sales and marketing expenses primarily consist of sales, marketing, and other personnel costs, commissions, general marketing, amortization of intangible assets, promotional activities, and allocated overhead costs. Sales commissions earned by our sales force are deferred and amortized on a straight-line basis over the expected benefit period. We plan to continue to invest in sales and marketing by expanding our go-to-market activities, hiring additional sales representatives, and sponsoring additional marketing events and trade shows. We expect our sales and marketing expenses to increase on an absolute dollar basis and as a percent of revenue in the short-term as we continue to invest in our ability to sell new products and increase the visibility of our brand to new and existing customers.

Other Income (Expenses), Net

Other income (expenses), net consists primarily of income earned on our money-market funds in cash and cash equivalents and interest expense related to any outstanding debt.

Change in Fair Value of Redeemable Convertible Preferred Stock Warrant Liability

The change in the fair value of warrant liability relates to warrants issued to purchase our redeemable convertible preferred stock that are classified as liabilities on the balance sheet. Prior to the IPO, warrants to purchase 1,682,847 shares of our outstanding redeemable convertible preferred stock were exercised and converted into redeemable convertible preferred stock. Upon completion of the IPO, all shares of our outstanding redeemable convertible preferred stock, inclusive of the shares issued pursuant to these warrant exercises, converted into 100,196,780 shares of Class B common stock. As a result, we will no longer have a change in fair value of redeemable convertible preferred stock warrant liability.

Provision for Income Taxes

Provision for income taxes primarily relates to U.S. state income taxes where we conduct business.

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Results of Operations

The following tables set forth our results of operations for the periods presented.

	Three Months Ended March 31,
	2022		2021
	(in thousands)
Revenue:
Platform	$	41,466	$	34,923
Professional services and other	1,290		1,200
Total revenue	42,756		36,123
Cost of revenue:
Platform (2)	11,024		5,607
Professional services and other (2)	1,778		1,243
Total cost of revenue	12,802		6,850
Gross Profit	29,954		29,273
Operating expenses:
Research and development (2)	16,825		14,456
General and administrative (2) (1)	17,961		18,454
Sales and marketing (2)	8,070		3,836
Total operating expenses	42,856		36,746
Loss from operations	(12,902)		(7,473)
Other income (expenses), net:
Other income (expense), net	58		(18)
Change in fair value of warrant liability	—		(18,930)
Total other income (expenses), net	58		(18,948)
Loss before income taxes	(12,844)		(26,421)
(Benefit) provision for income taxes	(1,335)		36
Net loss and comprehensive loss	(11,509)		(26,457)
Accretion of redeemable convertible preferred stock to redemption value	—		(14)
Net loss attributable to Class A and Class B common stockholders	$	(11,509)	$	(26,471)

(1) Includes charitable donation expense of $5.1 million for the three months ended March 31, 2021.

(2) Includes stock-based compensation expense as follows:

	Three Months Ended March 31,
	2022		2021
Cost of revenue - platform	$	1,470	$	436
Cost of revenue - professional services and other	210		115
Research and development	3,398		3,452
General and administrative	5,038		3,858
Sales and marketing	1,592		388
Total stock-based compensation expense	$	11,708	$	8,249

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The following table sets forth our statements of operations data expressed as a percentage of total revenue for the periods presented:

	Three Months Ended March 31,
	2022		2021
Revenue:
Platform	97.0	%	96.7	%
Professional services and other	3.0		3.3
Total revenue	100.0		100.0
Cost of revenue:
Platform	25.8		15.5
Professional services and other	4.2		3.4
Total cost of revenue	29.9		19.0
Gross Profit	70.1		81.0
Operating expenses:
Research and development	39.4		40.0
General and administrative	42.0		51.1
Sales and marketing	18.9		10.6
Total operating expenses	100.2		101.7
Loss from operations	(30.2)		(20.7)
Other income (expenses), net:
Other income (expense), net	0.1		0.0
Change in fair value of warrant liability	0.0		(52.4)
Total other income (expenses), net	0.1		(52.5)
Loss before income taxes	(30.0)		(73.1)
(Benefit) provision for income taxes	(3.1)		0.1
Net loss and comprehensive loss	(26.9)		(73.2)
Accretion of redeemable convertible preferred stock to redemption value	0.0		0.0
Net loss attributable to Class A and Class B common stockholders	(26.9)	%	(73.3)	%

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Comparison of the Three Months Ended March 31, 2022 and 2021

Revenue

	Three Months Ended March 31,				Change
	2022		2021		$		%
	(in thousands, except percentages)
Revenue:
Platform	$	41,466	$	34,923	$	6,543	18.7	%
Professional services and other	1,290		1,200		90		7.5
Total Revenue	$	42,756	$	36,123	$	6,633	18.4	%

Platform

Total platform revenue increased $6.5 million, or 18.7%, to $41.5 million for the three months ended March 31, 2022 from $34.9 million for the three months ended March 31, 2021. This increase was primarily the result of continued increases in active locations coming onto the platform, as well as increased transaction volumes. Active locations increased to approximately 82,000 as of March 31, 2022 from approximately 69,000 as of March 31, 2021, and ARPU decreased to approximately $516 for the three months ended March 31, 2022 from approximately $525 for the three months ended March 31, 2021. For the three months ended March 31, 2022 and 2021, 50.2% and 41.6% of our platform revenue was subscription revenue, respectively, and 49.8% and 58.4% was transaction revenue, respectively.

Professional Services and Other

Total professional services and other revenue increased $0.1 million, or 7.5%, to $1.3 million for the three months ended March 31, 2022 from $1.2 million for the three months ended March 31, 2021. While we expect professional services and other to increase primarily as a result of continued deployment of additional active locations, we expect this increase will be offset as our deployment teams become more efficient and shorten deployment periods.

Cost of Revenue, Gross Profit, and Gross Margin

	Three Months Ended March 31,						Change
	2022			2021			$		%
	(in thousands, except percentages)
Cost of revenues:
Platform	$	11,024		$	5,607		$	5,417	96.6	%
Professional services and other	1,778			1,243			535		43.0
Total cost of revenue	$	12,802		$	6,850		$	5,952	86.9	%
Percentage of revenue:
Platform	25.8		%	15.5		%
Professional services and other	4.2			3.4
Total cost of revenue	29.9		%	19.0		%
Gross Profit	$	29,954		$	29,273		$	681	2.3	%
Gross Margin	70.1		%	81.0		%

Platform

Total platform cost of revenue increased $5.4 million, or 96.6%, to $11.0 million for the three months ended March 31, 2022 from $5.6 million for the three months ended March 31, 2021. This increase was primarily the result of higher hosting costs due to increased transaction volume as well as higher compensation costs associated with additional personnel to

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support growth in active locations as well as the near-term impacts due to our recent Wisely and Omnivore acquisitions, along with intangible amortization costs related to these acquisitions.

Professional Services and Other

Total professional services and other cost of revenue increased $0.5 million, or 43.0%, to $1.8 million for the three months ended March 31, 2022 from $1.2 million for the three months ended March 31, 2021. This increase was primarily the result of increased higher compensation costs to support growth in active locations.

Gross Profit

Gross margin decreased to 70.1% for the three months ended March 31, 2022 from 81.0% for the three months ended March 31, 2021. Decreases in gross profit margin were driven by higher platform and professional services and other compensation costs to support rapid growth in transactions and active locations coming onto the platform, as well as the near-term impacts due to our recent Wisely and Omnivore acquisitions.

Operating Expenses

Research and Development

	Three Months Ended March 31,						Change
	2022			2021			$		%
	(in thousands, except percentages)
Research and development	$	16,825		$	14,456		$	2,369	16.4	%
Percentage of total revenue	39.4		%	40.0		%

Research and development expense increased $2.4 million, or 16.4%, to $16.8 million for the three months ended March 31, 2022 from $14.5 million for the three months ended March 31, 2021. This increase was primarily the result of higher compensation costs associated with additional personnel and an increase in the use of software tools to support further investments in our platform development and continued product innovation. As a percentage of total revenue, research and development expenses decreased to 39.4% for the three months ended March 31, 2022 from 40.0% for the three months ended March 31, 2021.

General and Administrative

	Three Months Ended March 31,						Change
	2022			2021			$		%
	(in thousands, except percentages)
General and administrative	$	17,961		$	18,454		$	(493)	(2.7)	%
Percentage of total revenue	42.0		%	51.1		%

General and administrative expense decreased $0.5 million, or 2.7%, to $18.0 million for the three months ended March 31, 2022 from $18.5 million for the three months ended March 31, 2021. This decrease was primarily a result of the absence in the three months ended March 31, 2022 of the following costs incurred during the three months ended March 31, 2021: (i) one-time IPO related bonus awards, vesting and settlement of stock appreciation rights, or SARs, award as a result of the IPO; and (ii) a $5.1 million non-cash charge related to the donation of 172,918 shares of our Class A common stock to an independent donor-advised fund sponsor, Tides Foundation. These decreases were mostly offset by increased compensation costs due to increased headcount to support the growth and stage of the organization, as well as increased insurance costs and professional fees incurred as a result of us being a public company. As a percentage of total revenue, general and administrative expenses decreased to 42.0% for the three months ended March 31, 2022 from 51.1% for the three months ended March 31, 2021.

We did not donate any shares during the three months ended March 31, 2022 to the Tides Foundation, but we expect to donate additional shares in the future in conjunction with our Olo for Good initiative.

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Sales and Marketing

	Three Months Ended March 31,						Change
	2022			2021			$		%
	(in thousands, except percentages)
Sales and marketing	$	8,070		$	3,836		$	4,234	110.4	%
Percentage of total revenue	18.9		%	10.6		%

Sales and marketing expense increased $4.2 million, or 110.4%, to $8.1 million for the three months ended March 31, 2022 from $3.8 million for the three months ended March 31, 2021. This increase was primarily the result of additional compensation costs, inclusive of commission costs, due to increases in headcount, as well as intangible amortization costs related to our recent acquisitions. These increases were reduced by decreased marketing spend associated with our IPO related costs for the three months ended March 31, 2021. As a percentage of total revenue, sales and marketing expense increased to 18.9% for the three months ended March 31, 2022 from 10.6% for the three months ended March 31, 2021.

Other Income (Expenses), net

	Three Months Ended March 31,						Change
	2022			2021			$		%
	(in thousands, except percentages)
Other income (expenses), net:
Other income (expense), net	$	58		$	(18)		$	76	(422.2)	%
Percentage of total revenue	0.1		%	—		%
Change in fair value of warrant liability	—			(18,930)			18,930		(100.0)	%
Percentage of total revenue	—		%	(52.4)		%
Total other income (expenses), net	$	58		$	(18,948)		$	19,006	(100.3)	%
Percentage of total revenue	0.1		%	(52.5)		%

Other income (expense), net

Other income for the three months ended March 31, 2022 was primarily driven by income earned on our money-market funds in cash and cash equivalents.

Change in Fair Value of Warrant Liability

The increase of $18.9 million in the fair value of warrant liability for the three months ended March 31, 2021 was the result of an increase in value of our redeemable convertible preferred stock warrant liability, which is directly related to an increase in the value of our stock underlying the warrants during the first quarter of 2021. Prior to our IPO, all outstanding warrants were exercised to purchase shares of our outstanding redeemable convertible preferred stock and converted into redeemable convertible preferred stock. Upon completion of the IPO, all shares of our outstanding redeemable convertible preferred stock, inclusive of the shares issued pursuant to these warrant exercises, converted into shares of Class B common stock.

(Benefit) Provision for Income Taxes

	Three Months Ended March 31,						Change
	2022			2021			$		%
	(in thousands, except percentages)
(Benefit) provision for income taxes	$	(1,335)		$	36		$	(1,371)	(3808.3)	%
Percentage of total revenue	(3.1)		%	0.1		%

Provision for income taxes for the three months ended March 31, 2022 was driven primarily by the release of a portion of our valuation allowance for deferred tax assets following the recording of a deferred income tax liability as part of our accounting for the acquisition of Omnivore and adjustments to the full valuation allowance on our deferred tax assets, partially

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offset by state taxes. We maintain a full valuation allowance on our net federal and state deferred tax assets as we have concluded that it is more likely than not that the deferred tax assets will not be realized.

Liquidity and Capital Resources

General

As of March 31, 2022, our principal source of liquidity was cash and cash equivalents totaling $463.7 million, which was held for working capital purposes, as well as the available balance of our revolving line of credit, described further below.

We have financed our operations primarily through sales of our equity securities, payments received from customers, and borrowings under our credit facility.

On March 19, 2021, we completed our IPO, in which we issued and sold 20,700,000 shares of our Class A common stock at the public offering price of $25.00 per share. We received net proceeds of approximately $485.5 million after deducting underwriting discounts and commissions.

We believe our existing cash and cash equivalents and amounts available under our outstanding credit facility will be sufficient to support our working capital and capital expenditure requirements for at least the next twelve months. Our future capital requirements will depend on many factors, including, but not limited to, our obligation to repay any balance under our credit facility if we were to borrow against the facility in the future, our platform revenue growth rate, receivable and payable cycles, and the timing and extent of investments in research and development, sales and marketing, and general and administrative expenses.

Credit Facility

In May 2012, we entered into a Loan and Security Agreement with Pacific Western Bank for a revolving line of credit with a maturity date of May 15, 2013, or the Loan Agreement. Since the Loan Agreement, we amended and restated the agreement in February 2020, and have executed subsequent amendments to extend the maturity date until June 30, 2022. Advances under the Formula Line bear interest equal to the greater of (A) 0.20% above Pacific Western Bank’s prime rate then in effect; or (B) 4.50%. Advances under the Non-Formula Line bear interest equal to the greater of (i) 0.75% above Pacific Western Bank’s prime rate then in effect; or (ii) 5.00%. Interest is due and payable monthly in arrears. We may prepay advances under the credit facility in whole or in part at any time without premium or penalty.

In April 2021, we amended the Loan Agreement and exercised our option to increase our available line of credit from $25.0 million to $35.0 million. Additionally, we amended our minimum EBITDA and minimum net revenue covenants, which reset each annual period. In May 2021, we issued a letter of credit to DoorDash, Inc., or DoorDash, in the amount of $25.0 million in connection with our Restated Delivery Network Agreement.

In August 2021, we amended our Loan Agreement to maintain minimum cash deposits with Pacific Western Bank equal to the lesser of $75.0 million or an amount equal to 50% of all of our cash deposits with any bank, and to extend certain reporting requirements from 30 to 45 days after each quarter end.

In December 2021 and in connection with the Wisely Acquisition, we further amended our Loan Agreement to reflect Wisely LLC as an additional borrower.

In January 2022, we further amended our Loan Agreement, or the Fourth Amendment, to extend the maturity date to May 12, 2022. In March 2022, we further amended our Loan Agreement, or the Fifth Amendment, to provide consent for our acquisition of Omnivore and to set compliance thresholds for 2022. In May 2022, we further amended our Loan Agreement, or the Sixth Amendment, to extend the maturity date to June 30, 2022. The foregoing description of the material terms of the Fourth Amendment, the Fifth Amendment, and the Sixth Amendment does not purport to be complete and is subject to, and is qualified in its entirety by, reference to the full terms of the Fourth Amendment and the Fifth Amendment, which we have filed as an exhibits to this Quarterly Report on Form 10-Q, and with respect to the Sixth Amendment, which we intend to file as an exhibit to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2022. We refer to the Loan Agreement, as amended, as the “Amended Loan Agreement.”

As of March 31, 2022, we had $8.6 million available under the Amended Loan Agreement, after consideration of $25.0 million in our letter of credit to DoorDash and $1.4 million in our letter of credit on the lease of our headquarters. As of

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March 31, 2022, we had no outstanding borrowings under the line of credit, and no amounts have been drawn against any of our letters of credit. Our obligations under the Amended Loan Agreement are secured by substantially all of our assets.

The Amended Loan Agreement contains customary affirmative and negative covenants, including covenants that require Pacific Western Bank’s consent to, among other things, merge or consolidate or acquire assets, make investments, incur additional indebtedness or guarantee indebtedness of others, pay dividends or redeem or repurchase any capital stock, enter into transactions with affiliates outside the ordinary course of business, and create liens on our assets. We are also required to comply with certain minimum EBITDA and minimum revenue covenants. We were in compliance with these covenants as of March 31, 2022.

The Amended Loan Agreement also contains events of default that include, among other things, non-payment defaults, covenant defaults, insolvency defaults, cross-defaults to other indebtedness and material obligations, judgment defaults, inaccuracy of representations and warranties, and a material adverse change default. Any default that is not cured or waived could result in the acceleration of the obligations under the credit facility, an increase in the applicable interest rate under the credit facility to a per annum rate equal to 5.00% above the applicable interest rate and would permit Pacific Western Bank to exercise remedies with respect to all of the collateral that is securing the credit facility.

Pacific Western Bank has the right to terminate its obligation to make further advances to us immediately and without notice upon the occurrence and during the continuance of an event of default. We may terminate the Formula Line or the Non-Formula Line at any time prior to the maturity date, upon two business days written notice to Pacific Western Bank, at which time all then outstanding obligations arising under the Amended Loan Agreement, including any unpaid interest thereon, will accelerate and become immediately due and payable.

Cash Flows

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

	Three Months Ended March 31,
	2022		2021
	(in thousands)
Net cash (used in) provided by operating activities	$	(889)	$	4,209
Net cash used in investing activities	$	(51,846)	$	(178)
Net cash provided by financing activities	$	2,023	$	506,779

Operating Activities

For the three months ended March 31, 2022, net cash used in operating activities was $0.9 million, primarily due to net loss of $11.5 million adjusted for non-cash charges of $12.7 million and a net decrease attributable to our operating assets and liabilities of $2.1 million. The non-cash adjustments primarily relate to stock-based compensation charges of $11.7 million and depreciation and amortization expense of $1.1 million. The net decrease attributable to our operating assets and liabilities was primarily driven by an increase in accounts receivable of $4.9 million and an increase in prepaid expenses of $3.5 million. These increases were partially offset by an increase in accrued expenses of $4.2 million, related primarily to higher fees owed to delivery service providers and vendors as well as employee compensation accruals, and an increase in deferred revenue of $1.7 million.

For the three months ended March 31, 2021, net cash provided by operating activities was $4.2 million, primarily due to a net loss of $26.5 million adjusted for non-cash charges of $32.7 million and a net increase in our operating assets and liabilities of $1.9 million. The non-cash adjustments primarily related to the change in the fair value of redeemable convertible preferred stock warrants of $18.9 million, stock-based charges of $8.2 million, inclusive of vesting of SARs of $2.8 million, and a charge related to a charitable donor-advised fund of $5.1 million in connection with the IPO. The net increase in operating assets and liabilities was primarily driven by an increase in accrued expenses of $8.5 million related primarily to higher fees owed to delivery service providers and vendors as well as employee compensation accruals and an increase in deferred revenue of $0.4 million. These increases were offset by an increase in accounts receivable of $2.3 million, an increase in prepaid expenses of $1.0 million, and increases in contract assets and deferred contract costs of $0.4 million and $0.2 million, respectively.

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Investing Activities

Cash used in investing activities was $51.8 million during the three months ended March 31, 2022, primarily due to cash paid of $49.3 million to acquire Omnivore and $2.5 million for the development of internal-use software and purchases of computer and office equipment to support further product development and to expand our employee base to support our operations.

Cash used in investing activities was $0.2 million during the three months ended March 31, 2021, primarily due to the development of internal-use software and purchases of computer and office equipment to support further product development and to expand our corporate office.

Financing Activities

Cash provided by financing activities was $2.0 million during the three months ended March 31, 2022, primarily driven by net proceeds from the exercise of stock options.

Cash provided by financing activities was $506.8 million during the three months ended March 31, 2021, reflecting $485.5 million of net proceeds from the issuance of Class A common stock in our IPO (net of underwriters’ discounts and commissions), $19.2 million in cash received for employee payroll tax withholding on exercises of options, $2.1 million of net proceeds from the exercise of stock options, and $0.4 million of net proceeds from the exercise of warrants. Increases were partially offset by payment of deferred offering costs of $0.4 million during the three months ended March 31, 2021.

Certain Non-GAAP Financial Measures

We report our financial results in accordance with generally accepted accounting principles in the United States, or GAAP. To supplement our financial statements, we provide investors with non-GAAP operating income (loss) and free cash flow, each of which is a non-GAAP financial measure, and certain key performance indicators, including GMV, active

locations, NRR, and ARPU.

We use these non-GAAP financial measures and key performance indicators, in conjunction with financial measures prepared in accordance with GAAP for planning purposes, including in the preparation of our annual operating budget, as a measure of our core operating results and the effectiveness of our business strategy, and in evaluating our financial performance. These measures provide consistency and comparability with past financial performance as measured by such non-GAAP figures, facilitate period-to-period comparisons of core operating results, and assist shareholders in better evaluating us against our peer group by presenting period-over-period operating results without the effect of certain charges or benefits that may not be consistent or comparable across periods or across our peer group.

We adjust our GAAP financial measures for the following items to calculate non-GAAP operating income (loss): stock-based compensation expense (non-cash expense calculated by companies using a variety of valuation methodologies and subjective assumptions) and related payroll tax expense, equity expense related to charitable contributions (non-cash expense), intangible and internal-use software amortization (non-cash expense), other non-cash charges, and transaction costs. Management believes that it is useful to exclude certain non-cash charges and non-core operational charges from non-GAAP operating income (loss) because: (1) the amount of such expenses in any specific period may not directly correlate to the underlying performance of our business operations; and (2) such expenses can vary significantly between periods. For 2022, payroll tax expenses related to equity compensation awards were added to our calculation of non-GAAP operating income. We have historically excluded stock-based compensation expense from non-GAAP operating income, and management believes that excluding the related payroll tax expense is important and consistent, as such payroll tax expenses are directly impacted by unpredictable fluctuations in our stock price. We did not incur any payroll tax expense on equity compensation awards during the three months ended March 31, 2021.

Free cash flow represents net cash provided by operating activities, reduced by purchases of property and equipment and capitalization of internal-use software. Free cash flow is a measure used by management to understand and evaluate our liquidity and to generate future operating plans. Free cash flow excludes items that we do not consider to be indicative of our liquidity. The reduction of capital expenditures facilitates comparisons of our liquidity on a period-to-period basis. We believe providing free cash flow provides useful information to investors and others in understanding and evaluating the strength of our liquidity and future ability to generate cash that can be used for strategic opportunities or investing in our business from the perspective of our management and Board of Directors.

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Our use of non-GAAP financial measures and key performance indicators has limitations as an analytical tool, and these measures should not be considered in isolation or as a substitute for analysis of financial results as reported under GAAP. Because our non-GAAP financial measures and key performance indicators are not calculated in accordance with GAAP, they may not necessarily be comparable to similarly titled measures employed by other companies.

Non-GAAP Operating Income (Loss)

The following table presents a reconciliation of GAAP operating loss to non-GAAP operating income (loss) for the following periods:

	Three Months Ended March 31,
	2022			2021
	(in thousands, except percentages)
Operating Income (loss) reconciliation:
Operating loss, GAAP	$	(12,902)		$	(7,473)
Plus: Stock-based compensation expense and related payroll tax expense (1)	12,078			8,249
Plus: Charitable donation of Class A common stock	—			5,125
Plus: Impairment of internal-use software	475			—
Plus: Amortization	960			138
Plus: Transaction costs	1,135			—
Operating income, non-GAAP	$	1,746		$	6,039
Percentage of revenue:
Operating margin, GAAP	(30)		%	(21)		%
Operating margin, non-GAAP	4		%	17		%

(1) For 2022, payroll tax expenses related to equity compensation awards were added to our calculation of non-GAAP operating income. We have historically excluded stock-based compensation expense from non-GAAP operating income, and management believes that excluding the related payroll tax expense is important and consistent, as such payroll tax expenses are directly impacted by unpredictable fluctuations in our stock price. We did not incur any payroll tax expense on equity compensation awards during the three months ended March 31, 2021.

Non-GAAP Free Cash Flow

The following table presents a reconciliation of free cash flow to net cash provided by operating activities, the most directly comparable GAAP measure, for each of the periods indicated:

	Three Months Ended March 31,
	2022		2021
	(in thousands)
Net cash (used in) provided by operating activities	$	(889)	$	4,209
Purchase of property and equipment	(76)		(106)
Capitalization of internal-use software	(2,462)		(72)
Non-GAAP free cash flow	$	(3,427)	$	4,031

Contractual Obligations and Commitments

There were no material changes in our contractual obligation and commitments during the three months ended March 31, 2022 from the contractual obligations and commitments disclosed in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 25, 2022. See “Note 10—Leases” and “Note 15—Commitments and Contingencies” of the notes to our condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information regarding contractual obligations and commitments.

Critical Accounting Policies and Estimates

Our management’s discussion and analysis of financial condition and results of operations are based upon our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q. The preparation of our

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condensed consolidated financial statements in accordance with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, equity, revenue, expenses, and related disclosures. We base our estimates on past experience and other assumptions that we believe are reasonable under the circumstances, and we evaluate these estimates on an ongoing basis. Actual results may differ from those estimates.

There have been no material changes to our critical accounting policies and estimates during the three months ended March 31, 2022, as compared to those disclosed under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies” in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 25, 2022.

Recent Accounting Pronouncements

See “Note 2—Significant Accounting Policies” to our condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for all recently issued standards impacting our condensed consolidated financial statements.

JOBS Act Accounting Election

We qualify as an “emerging growth company” pursuant to the provisions of the JOBS Act. For as long as we are an “emerging growth company,” we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies,” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, exemptions from the requirements of holding advisory “say-on-pay” votes on executive compensation and stockholder advisory votes on golden parachute compensation.

The JOBS Act also permits an emerging growth company like us to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies. We have elected to “opt-in” to this extended transition period for complying with new or revised accounting standards and, therefore, we will not be subject to the same new or revised accounting standards as other public companies that comply with such new or revised accounting standards on a non-delayed basis.

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Item 3. Quantitative and Qualitative Disclosures about Market Risk.

We are exposed to market risks in the ordinary course of our business. Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates. Our market risk exposure is primarily a result of exposure to potential changes in interest rates. We do not enter into investments for trading or speculative purposes and have not used any derivative financial instruments to manage our interest rate risk exposure.

Interest Rate Risk

Our primary market risk exposure is changing interest rates in connection with the Amended Loan Agreement with Pacific Western Bank. Interest rate risk is highly sensitive due to many factors, including U.S. monetary and tax policies, U.S. and international economic factors, and other factors beyond our control. As of March 31, 2022, advances under the formula revolving line bear interest equal to the greater of (A) 0.75% above the Prime Rate then in effect; or (B) 5.00%. As of March 31, 2022, we had no outstanding debt under our credit facility.

Our interest-earning instruments also carry a degree of interest rate risk. As of March 31, 2022, we had cash and cash equivalents of $463.7 million.

Foreign Currency Exchange Risks

Our revenue and costs are generally denominated in U.S. dollars and are not subject to foreign currency exchange risk. However, to the extent we commence generating revenue outside of the United States that is denominated in currencies other than the U.S. dollar, our results of operations could be impacted by changes in exchange rates.

Inflation Risk

We do not believe that inflation has had a material effect on our business, results of operations, or financial condition. If our costs were to become subject to significant inflationary pressures, we may not be able to fully offset such higher costs through price increases. Our inability or failure to do so could harm our business, results of operations and financial condition.

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Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of March 31, 2022.

Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of March 31, 2022 due to the material weakness in our internal control over financial reporting described below. In light of this fact, our management has performed additional analyses, reconciliations, and other post-closing procedures and has concluded that, notwithstanding the material weakness in our internal control over financial reporting, the condensed consolidated financial statements for the periods covered by and included in this Quarterly Report on Form 10-Q fairly present, in all material respects, our financial position, results of operations, and cash flows for the periods presented in conformity with GAAP.

Previously Reported Material Weakness

We previously identified a material weakness in our internal control over financial reporting related to the lack of properly designed controls around complex technical accounting matters within our financial statement close process. We have concluded that this material weakness arose because, as a private company, we did not have the necessary business processes, systems, personnel, and related internal controls necessary to satisfy the accounting and financial reporting requirements of a public company.

Accordingly, we have determined that these control deficiencies constituted a material weakness in our internal control over financial reporting. A material weakness is a deficiency or combination of deficiencies in our internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our consolidated financial statements would not be prevented or detected on a timely basis. These deficiencies could result in additional misstatements to our condensed financial statements that would be material and would not be prevented or detected on a timely basis.

Remediation Plans

We have commenced measures to remediate the identified material weakness. Specifically, we have:

•initiated the process of implementing a new revenue recognition system which will significantly reduce the number of manual controls currently required to recognize revenue;

•engaged external resources to assist with remediation efforts and internal control execution as well as to provide additional training to existing personnel; and

•hired additional internal resources with appropriate knowledge and technical expertise to effectively operate financial reporting processes and internal controls.

We intend to continue to take steps to remediate the material weakness described above and further evolve our accounting processes and internal resources. We will not be able to fully remediate this material weakness until these steps have been completed and have been operating effectively for a sufficient period of time.

While we believe that these efforts will improve our internal control over financial reporting, the implementation of our remediation is ongoing and will require validation and testing of the design and operating effectiveness of internal controls over a sustained period of financial reporting cycles.

We believe we are making progress toward achieving the effectiveness of our internal controls and disclosure controls. The actions that we are taking are subject to ongoing senior management review as well as audit committee oversight. We will not be able to conclude whether the steps we are taking will fully remediate the material weakness in our internal control over financial reporting until we have completed our remediation efforts and subsequent evaluation of their effectiveness. We may also conclude that additional measures may be required to remediate the material weakness in our internal control over financial reporting, which may necessitate additional remediation time.

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Changes in Internal Control over Financial Reporting

We are taking actions to remediate the material weakness relating to our internal control over financial reporting, as described above. Except as otherwise described herein, there were no changes in our internal control over financial reporting in connection with the evaluation required by Rule 13a-15 (d) and 15d-15 (d) of the Exchange Act that occurred during the period covered by this Quarterly Report on Form 10-Q that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls

Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

We have received, and may in the future continue to receive, claims from third parties asserting, among other things, infringement of their intellectual property rights. Future litigation may be necessary to defend ourselves or our customers by determining the scope, enforceability, and validity of third-party proprietary rights or to establish our proprietary rights. Defending such proceedings is costly and can impose a significant burden on management and employees. The results of any current or future litigation cannot be predicted with certainty, and regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources, and other factors.

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Item 1A. Risk Factors.

Investing in our securities involves a high degree of risk. In addition to the other information in this Quarterly Report on Form 10-Q, including our consolidated financial statements and the related notes and “Management’s Discussion and Analysis of Results of Operations and Financial Condition,” you should carefully consider the factors described in the section entitled “Risk Factors” in our Form 10-K for the year ended December 31, 2021, filed with the SEC on February 25, 2022. Other than as disclosed below, there have been no material changes to our risk factors as previously disclosed in our Form 10-K for the year ended December 31, 2021, filed with the SEC on February 25, 2022.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Unregistered Sales of Equity Securities

None.

Use of Proceeds

On March 19, 2021, we closed our IPO of 20,700,000 shares of our Class A common stock at a price to the public of $25.00 per share, including the full exercise by the underwriters of their option to purchase up to an additional 2,700,000 shares of Class A common stock, resulting in net proceeds to us of approximately $485.5 million, after deducting underwriting discounts and commissions. All of the shares issued and sold in our IPO were registered under the Securities Act of 1933, as amended, or the Securities Act, pursuant to a registration statement on Form S-1 (File No. 333-253314), which was declared effective by the SEC, on March 16, 2021. Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, RBC Capital Markets, LLC, Piper Sandler & Co., Stifel, Nicolaus & Company, Incorporated, Truist Securities, Inc., and William Blair & Company, L.L.C. acted as underwriters for the IPO.

No payments were made to our directors or officers or their associates, holders of 10% or more of any class of our equity securities, or to our affiliates in connection with the issuance and sale of the securities registered, other than payments in the ordinary course of business to officers for salaries and to non-employee directors pursuant to our director compensation policy. There has been no material change in the planned use of proceeds from our IPO from those disclosed in our final prospectus dated March 16, 2021 and filed with the SEC pursuant to Rule 424(b) under the Securities Act.

Item 3. Defaults Upon Senior Securities.

Not applicable.

Item 4. Mine Safety Disclosures.

Not applicable.

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Item 5. Other Information.

Appointment of Diego Panama as Chief Revenue Officer and Departure of Marty Hahnfeld as Chief Customer Officer

On May 9, 2022, we appointed Diego Panama as Chief Revenue Officer. Mr. Panama will commence his new position with Olo on July 5, 2022.

On May 9, 2022, Marty Hahnfeld resigned from his position as Chief Customer Officer, effective June 30, 2022, or the Separation Date. Mr. Hahnfeld’s resignation did not result from a disagreement with Olo on any matter relating to our operations, policies, or practices. Mr. Hahnfeld will continue to serve as an advisor to Olo from July 1, 2022 until December 31, 2022, the Advisory Termination Date, pursuant to an Advisor Agreement entered between Mr. Hahnfeld and Olo on May 9, 2022.

In connection with Mr. Hahnfeld’s departure, we and Mr. Hahnfeld have entered into a separation and release agreement effective as of June 30, 2022, or the Separation Agreement. Pursuant to the Separation Agreement, in exchange for granting and not revoking a customary release of claims and otherwise complying with the Separation Agreement, Mr. Hahnfeld will be entitled to receive $190,000, or the Separation Payment, which is an amount equal to six months of his base salary ($380,000 per year) payable in equal installments on our regular payroll schedule over the six month period following the Separation Date, commencing within 60 days following the Separation Date. Mr. Hahnfeld will also receive continued coverage under COBRA through to the Advisory Termination Date and a commission payment in an amount equal to the average sales commissions and/or bonuses earned monthly during the 12 months prior to the Separation Date multiplied by six (6), or the Target Commission. The Target Commission is payable on the date the first installment of the Separation Payment is payable under the Separation Agreement. In addition, the Separation Agreement provides that as a condition for Mr. Hahnfeld entering into the Advisor Agreement, all existing unvested stock option grants and RSU awards held by Mr. Hahnfeld as of the Separation Date will continue to vest through the Advisory Termination Date and all vested options held as of the Advisory Termination Date may be exercised through the earlier of the expiration of the original term of each option or December 31, 2023. The Separation Agreement also contains a reaffirmation of Mr. Hahnfeld’s confidentiality, restrictive covenant, and other ongoing obligations to Olo.

The foregoing summary descriptions of the terms of the Separation Agreement and the Advisor Agreement are a summary only and do not purport to be complete, may not contain all information that is of interest to the reader, and are qualified in their entirety by reference to the full text of the Separation Agreement and the Advisor Agreement, which we intend to file as exhibits to our Quarterly Report on Form 10-Q for the quarter ending June 30, 2022.

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Item 6. Exhibits.

The documents listed in the Exhibit Index of this Quarterly Report on Form 10-Q are incorporated by reference or are filed with this Quarterly Report on Form 10-Q, in each case as indicated therein.

EXHIBIT INDEX

Exhibit Number	Description	Filing Date
3.1	Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K (File No. 001-40213) filed on March 22, 2021).	March 22, 2021
3.2	Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 to the Registrant’s Form 8-K (File No. 001-40213) filed on March 22, 2021).	March 22, 2021
4.1	Form of Class A Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Registrant’s Form S-1/A (File No. 333-253314) filed on March 15, 2021).	March 15, 2021
10.1+	Amended and Restated Employment Agreement, by and between Registrant and Peter Benevides, dated January 1, 2021.	Filed herewith
10.2	Fourth Amendment to Amended and Restated Loan and Security Agreement, by and between Olo Inc. and Pacific Western Bank, dated January 13, 2022.	Filed herewith
10.3	Fifth Amendment to Amended and Restated Loan and Security Agreement, by and between Olo Inc. and Pacific Western Bank, dated March 3, 2022.	Filed herewith
31.1	Certification of the Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	Filed herewith
31.2	Certification of the Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	Filed herewith
32.1*	Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	Furnished herewith
101.INS	XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.	Filed herewith
101.SCH	XBRL Taxonomy Extension Schema Document	Filed herewith
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document	Filed herewith
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document	Filed herewith
101.LAB	XBRL Taxonomy Extension Label Linkbase Document	Filed herewith
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document	Filed herewith
104	Cover Page with Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101).

_____________________________

*	The certifications furnished in Exhibit 32.1 hereto are deemed to accompany this Quarterly Report on Form 10-Q and will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, except to the extent that the registrant specifically incorporates it by reference.
+	Indicates management contract or compensatory plan.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Olo Inc.
May 10, 2022	_____________________/s/ Noah H. Glass_____________________ Noah H. Glass Chief Executive Officer (Principal Executive Officer)
May 10, 2022	_____________________/s/ Peter Benevides__________________ Peter Benevides Chief Financial Officer (Principal Accounting and Financial Officer)

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EX-10.1

Exhibit 10.1

EMPLOYMENT AGREEMENT

This Employment Agreement (the “Agreement”) is made between Olo Inc. (the “Company”) and Peter Benevides (the “Executive”) (collectively, the “Parties”), and is effective as of January 1, 2021 (the “Effective Date”).

Whereas, the Company and Executive are parties to an Employment Agreement effective as of May 26, 2017 (the “Original Agreement”);

Whereas, the Company desires for Executive to continue to provide services to the Company on the terms and conditions of this Agreement from and after the Effective Date, and wishes to provide Executive with certain compensation and benefits in return for such continued employment services; and

Whereas, Executive wishes to continue to be employed by the Company and to provide personal services to the Company in return for certain compensation and benefits;

Now, Therefore, in consideration of the mutual promises and covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereto agree as follows:

1.Employment by the Company.

1.1Position. Executive shall continue to serve as the Company’s Chief Financial Officer. During the term of Executive’s employment with the Company, Executive will continue to devote Executive’s best efforts and substantially all of Executive’s business time and attention to the business of the Company, except for approved time off permitted by the Company’s general employment policies.

1.2Duties and Location. Executive shall perform such duties as are required by the Chief Executive Officer to whom Executive reports as of this date or in the future. The Company reserves the right to reasonably require Executive to perform Executive’s duties at places other than Executive’s primary office location from time to time, and to require reasonable business travel.

1.3Policies and Procedures. The employment relationship between the Parties shall be governed by the general employment policies and practices of the Company, except that when the terms of this Agreement differ from or are in conflict with the Company’s general employment policies or practices, this Agreement shall control.

2.Compensation.

2.1Salary. For services to be rendered hereunder, Executive shall receive a base salary at the rate of $308,000 per year (the “Base Salary”), subject to standard payroll deductions and withholdings and payable in accordance with the Company’s regular payroll schedule.

1.2Annual Cash Bonus. Executive will be eligible for an annual cash bonus (the “Annual Bonus”) of 45% of Executive’s Base Salary (the “Target Annual Bonus”). Whether Executive receives an Annual Bonus for any given year, and the amount of any such Annual Bonus, will be determined by the Company’s Board of Directors (the “Board”) (or the Compensation Committee of the Board) in their sole discretion based upon the Company’s and Executive’s achievement of objectives and milestones as set forth in the Company’s Performance Bonus Plan (the “Bonus Plan”). Any Annual Bonus that is awarded will be paid in the calendar year following the applicable bonus year, but in no event later than March 15th of such year. Executive will not be eligible for, and will not earn, any Annual Bonus (including a prorated bonus, if any) if Executive’s employment terminates for any reason before the last day of the year to which such Annual Bonus relates, except as set forth herein. If Executive’s employment terminates for any reason, other than by the Company for Cause, after the last day of such year, but prior to payment of the applicable Annual Bonus for such year, Executive shall remain eligible to receive an Annual Bonus with respect to such completed year in accordance with the terms of this Section and the Bonus Plan.

1.3Company Equity Awards. Executive remains eligible to be considered for future equity awards as may be determined by the Board (or the Compensation Committee of the Board) in its discretion in accordance with the terms of any applicable equity plan or arrangement that may be in effect from time to time.

3.Standard Company Benefits. Executive shall be entitled to participate in all employee benefit programs for which Executive is eligible under the terms and conditions of the benefit plans that may be in effect from time to time and provided by the Company to its employees. The Company reserves the right to cancel or change the benefit plans or programs it offers to its employees at any time.

4.Expenses. The Company will reimburse Executive for reasonable travel, entertainment or other expenses incurred by Executive in furtherance or in connection with the performance of Executive’s duties hereunder, in accordance with the Company’s expense reimbursement policy as in effect from time to time.

5.Termination of Employment; Severance

5.1At-Will Employment. Executive’s employment relationship is at-will. Either Executive or the Company may terminate the employment relationship at any time, with or without cause or advance notice.

5.2Termination Without Cause; Resignation for Good Reason.

(i)The Company may terminate Executive’s employment with the Company at any time without Cause (as defined below). Further, Executive may resign at any time for Good Reason (as defined below).

(ii)In the event Executive’s employment with the Company is terminated by the Company without Cause or Executive resigns for Good Reason, and provided that Executive remains in

compliance with the terms of this Agreement, the Company shall provide Executive with the following severance benefits:

(a)Severance in an amount equal to 9 months of Executive’s base salary in effect as of the date of Executive’s employment termination, subject to standard payroll deductions and withholdings (the “Severance”). The Severance will be paid in equal installments on the Company’s regular payroll schedule over the 9 month period following Executive’s termination of employment, commencing within 60 days following Executive’s termination of employment; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance shall begin to be paid in the second calendar year by the last day of such 60-day period, and such initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Executive’s date of termination.

(b)Provided Executive timely elects continued coverage under COBRA, the Company shall pay Executive’s COBRA premiums to continue Executive’s coverage (including coverage for eligible dependents, if applicable) (“COBRA Premiums”) through the period (the “COBRA Premium Period”) starting on Executive’s termination of employment and ending on the earliest to occur of: (i) 9 months following Executive’s termination of employment; (ii) the date Executive becomes eligible for group health insurance coverage through a new employer; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer's group health plan or otherwise cease to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the COBRA Premiums without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company instead shall pay to Executive, on the first day of each calendar month, a fully taxable cash payment equal to the applicable COBRA premiums for that month (including premiums for Executive and Executive’s eligible dependents who have elected and remain enrolled in such COBRA coverage), subject to applicable tax withholdings (such amount, the “Special Cash Payment”), for the remainder of the COBRA Premium Period. Executive may, but is not obligated to, use such Special Cash Payments toward the cost of COBRA premiums.

(c)The Company will pay Executive a Target Annual Bonus for the calendar year in which Executive’s termination of employment occurs, pro-rated for the period from the beginning of the calendar year up to the Termination Date, and payable on the date the first installment of the Severance is payable hereunder.

(iii)If the Company terminates Executive’s employment with the Company without Cause, or Executive resigns for Good Reason, in either case within three (3) months prior to or eighteen

(18) months following the closing of a Change in Control (as defined in the 2015 Equity Incentive Plan), provided such transaction constitutes a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the Company’s assets within the meaning of Section 409A of the Code, and provided that Executive remains in compliance with the terms of this Agreement, then in lieu of the payments and benefits

described in Section 5.2(ii), above, the Company (or its successor) shall provide Executive with the following severance payments and benefits:

(a)Severance in an amount equal to 12 months of Executive’s base salary in effect as of the date of Executive’s employment termination, subject to standard payroll deductions and withholdings (the “CIC Severance”). The CIC Severance will be paid in a single lump sum within 60 days following Executive’s termination of employment; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the CIC Severance shall begin to be paid in the second calendar year by the last day of such 60-day period. Notwithstanding the foregoing, if such termination occurs prior to a Change in Control, the CIC Severance shall commence to be paid in installments in accordance with Section 5.2(ii)(a), above, and upon the occurrence of such Change in Control, the remainder of the CIC Severance shall be payable in a lump-sum in accordance with this section.

(b)Provided Executive timely elects continued coverage under COBRA, the Company shall pay Executive’s COBRA premiums to continue Executive’s coverage (including coverage for eligible dependents, if applicable) (“CIC COBRA Premiums”) through the period (the “CIC COBRA Premium Period”) starting on Executive’s termination of employment and ending on the earliest to occur of: (i) 12 months following Executive’s termination of employment; (ii) the date Executive becomes eligible for group health insurance coverage through a new employer; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer's group health plan or otherwise cease to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the CIC COBRA Premiums without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company instead shall pay to Executive, the Special Cash Payment for the remainder of the CIC COBRA Premium Period. Executive may, but is not obligated to, use such Special Cash Payments toward the cost of CIC COBRA premiums.

(c)The Company will pay Executive a Target Annual Bonus for the calendar year in which Executive’s termination of employment occurs, pro-rated for the period from the beginning of the calendar year up to the Termination Date, and payable on the date the first installment of the CIC Severance is payable hereunder.

(d)Effective as of Executive’s termination date or, if later, the date of such Change in Control, the vesting and exercisability of all outstanding equity awards held by Executive immediately prior to the termination date (if any) subject to time-based vesting requirements, shall be accelerated in full and the vesting and exercisability of all outstanding equity awards subject to performance-based vesting will be treated as set forth in Executive’s equity award agreement governing such award.

1.3Termination for Cause; Resignation Without Good Reason; Death or Disability.

(i)The Company may terminate Executive’s employment with the Company at any time for Cause. Further, Executive may resign at any time without Good Reason. Executive’s employment with the Company may also be terminated due to Executive’s death or Permanent Disability. For purposes of this Agreement, “Permanent Disability” means Executive is unable to perform the essential functions of Executive’s position, with reasonable accommodation, for a period of at least 180 consecutive days because of a physical or mental impairment as determined by the Board on the basis of such medical evidence as the Board deems warranted under the circumstances.

(ii)If Executive resigns without Good Reason, or the Company terminates Executive’s employment for Cause, or upon Executive’s death or Permanent Disability, then (i) Executive will cease to vest in any time-vested equity award, (ii) any equity awards subject to performance-based vesting will be treated as set forth in Executive’s equity award agreement governing such award, (iii) all payments of compensation by the Company to Executive hereunder will terminate immediately (except as to amounts already earned and vested benefits as required by law), and (iv) Executive will not be entitled to any severance benefits, including (without limitation) the payments and benefits described in Section 5.2, above. Notwithstanding the foregoing, Executive is entitled to any continuation of benefits required by COBRA or applicable law and, in the case of termination upon Executive’s death or Permanent Disability, payment of Executive’s Target Annual Bonus for the calendar year in which Executive’s termination of employment occurs, pro-rated for the period from the beginning of the calendar year up to the Termination Date, and payable in accordance with the terms of the Bonus Plan.

6.Conditions to Receipt of Severance Payments and Benefits. The receipt of the severance payments and benefits described in Section 5.2, above, will be subject to Executive signing and not revoking a separation agreement and release of claims (including nondisparagement and no cooperation provisions) in the form provided by the Company (the “Separation Agreement”) within a time period specified by the Company, but not to exceed fifty-three (53) days (such deadline, the “Release Deadline”). No such payments or benefits will be paid or provided until the Separation Agreement becomes effective. If the Separation Agreement does not become effective by the Release Deadline, Executive will forfeit any rights to receive or retain the severance payments and benefits described in Section 5.2, or other benefits under this Separation Agreement. Executive shall also resign from all positions and terminate any relationships as an employee, advisor, officer or director with the Company and any of its affiliates, each effective on the date of termination.

7.Section 409A. It is intended that all of the severance benefits and other payments payable under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Internal Revenue Code of 1896, as amended (the “Code”) provided under Treasury Regulations 1.409A‑1(b)(4), 1.409A‑1(b)(5) and 1.409A‑1(b)(9), and this Agreement will be construed to the greatest extent possible as consistent with those provisions, and to the extent no so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A. For purposes of Section 409A of the Code (including, without limitation, for purposes of Treasury Regulation Section 1.409A‑2(b)(2)(iii)), Executive’s right to receive any installment payments

under this Agreement (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. To the extent that any payment or benefit described in this Agreement constitutes “non-qualified deferred compensation” under Section 409A of the Code, and to the extent that such payment or benefit is payable upon the Executive’s termination of employment, then such payments or benefits shall be payable only upon the Executive’s “separation from service” (Executive’s “Separation from Service”). The determination of whether and when a separation from service has occurred shall be made in accordance with the presumptions set forth in Treasury Regulation Section 1.409A‑1(h). Notwithstanding any provision to the contrary in this Agreement, if Executive is deemed by the Company at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, and if any of the payments upon Separation from Service set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation”, then to the extent delayed commencement of any portion of such payments is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code and the related adverse taxation under Section 409A, such payments shall not be provided to Executive prior to the earliest of (i) the expiration of the six-month period measured from the date of Executive’s Separation from Service with the Company, (ii) the date of Executive’s death or (iii) such earlier date as permitted under Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Section 409A(a)(2)(B)(i) of the Code period, all payments deferred pursuant to this Paragraph shall be paid in a lump sum to Executive, and any remaining payments due shall be paid as otherwise provided herein or in the applicable agreement. No interest shall be due on any amounts so deferred. The Company makes no representation or warranty and shall have no liability to the Executive or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to Section 409A of the Code but do not satisfy an exemption from, or the conditions of, such Section.

8.Definitions.

(i)Cause. For purposes of this Agreement, “Cause” means and only means any of the following: (i) a conviction of, or plea of “guilty” or “no contest” to, a felony or any crime involving fraudulent conduct under the laws of the United States or any State by Executive; (ii) any unauthorized use or disclosure by Executive of confidential information or trade secrets of the Company or any successor or affiliate thereof that causes material harm to such entity, but excluding any disclosure required by subpoena, court order or applicable law; (iii) Executive’s fraud, gross negligence or willful misconduct that causes material harm to the Company; (iv) Executive’s continuing failure to perform Executive’s assigned material duties, after receiving written notification of such failure from the Board that specifies such failure and such failure is not materially cured by Executive within thirty (30) days thereafter; (v) Executive’s material breach of any written agreement between Executive and the Company if such breach is not cured by Executive within thirty (30) days of written notice thereof from the Company that specifies such material breach; (vi) Executive’s material failure to comply with the Company’s reasonable and legal written policies or rules applicable to all executives if such failure is not

cured by Executive within thirty (30) days of notice thereof from the Company that specifies such material failure; or (vii) Executive’s failure to cooperate in good faith with a governmental or internal investigation of the Company or its directors, officers or employees, if the Company has requested Executive’s cooperation. The foregoing definition shall not in any way preclude or restrict the right of the Company or any successor or affiliate thereof to discharge or dismiss Executive for any other acts or omissions, but such other acts or omissions shall not be deemed or construed, for purposes of this Agreement, to constitute grounds for termination for Cause. It is understood and agreed that, where a cure period is specified above, but the condition constituting Cause is legally incapable of being cured, Executive shall not be entitled to such cure period. Whether a termination is for Cause shall be determined by the Board in its judgment and discretion, which shall be exercised in good faith.

(ii)Good Reason. For purposes of this Agreement “Good Reason” means that Executive resigns as set forth in this Agreement after the Executive has first learned that one or more of the following conditions has come into existence without Executive’s prior written consent: (i) a material diminution of Executive’s base salary, bonus target or benefits (for the avoidance of doubt, a reduction in Executive’s base salary by more than 10% shall be considered a material diminution); (ii) a material diminution of Executive’s authority, duties or responsibilities (including reporting responsibilities), provided, however, that a change in Executive’s title shall not, in and of itself, constitute Good Reason; (iii) a change in the primary geographic location at which Executive must perform Executive’s services for the Company that is outside of a twenty-five

(25) mile radius of the Borough of Manhattan, City of New York or of Executive’s primary location of employment; or (iv) a material breach by the Company of this Agreement or of any other agreement between the Company and Executive. A condition will not be considered “Good Reason” unless Executive gives the Company written notice of the condition within 90 days after Executive has learned that the condition has come into existence, the Company fails to remedy the condition within 30 days after receiving Executive’s written notice and Executive resigns Executive’s employment within 60 days after the Company receives Executive’s written notice.

9.Proprietary Information Obligations.

9.1Confidential Information Agreement. As a condition of employment, Executive acknowledges Executive’s continuing obligations pursuant to Executive’s Restrictive Covenant and Proprietary Information and Inventions Assignment Agreement with the Company, dated as of the date hereof (the “Confidentiality Agreement”).

9.2Third-Party Agreements and Information. Executive represents and warrants that Executive’s employment by the Company does not conflict with any prior employment or consulting agreement or other agreement with any third party, and that Executive will perform Executive’s duties to the Company without violating any such agreement. Executive represents and warrants that Executive does not possess confidential information arising out of prior employment, consulting, or other third party relationships, that would be used in connection with Executive’s employment by the Company, except as expressly authorized by that third party. During Executive’s employment by the Company, Executive will use in the performance of

Executive’s duties only information which is generally known and used by persons with training and experience comparable to Executive’s own, common knowledge in the industry, otherwise legally in the public domain, or obtained or developed by the Company or by Executive in the course of Executive’s work for the Company.

10.Outside Activities During Employment.

10.1Non-Company Business. Except with the prior written consent of the Board, Executive will not during the term of Executive’s employment with the Company undertake or engage in any other employment, occupation or business enterprise, other than ones in which Executive is a passive investor. In any event, Executive may engage in civic and not-for-profit activities so long as such activities do not materially interfere with the performance of Executive’s duties hereunder.

10.2No Adverse Interests. Executive agrees not to acquire, assume or participate in, directly or indirectly, any position, investment or interest known to be adverse or antagonistic to the Company, its business or prospects, financial or otherwise.

11.Dispute Resolution. To ensure the timely and economical resolution of disputes that may arise in connection with Executive’s employment with the Company, Executive and the Company agree that any and all disputes, claims, or causes of action arising from or relating to the enforcement, breach, performance, negotiation, execution, or interpretation of this Agreement, the Confidential Information Agreement, or Executive’s employment, or the termination of Executive’s employment, including but not limited to all statutory claims, with the exception of discrimination and harassment claims, will be resolved pursuant to the Federal Arbitration Act, 9 U.S.C. §1-16 (the “FAA”), and to the fullest extent permitted by law, by final, binding and confidential arbitration by a single arbitrator conducted in New York, New York by Judicial Arbitration and Mediation Services Inc. (“JAMS”) under the then applicable JAMS rules (at the following web address: https://www.jamsadr.com/rules-employment-arbitration/); provided, however, this arbitration provision shall not apply to sexual harassment and discrimination claims to the extent prohibited by applicable law that is not preempted by the FAA. A hard copy of the rules will be provided to Executive upon request. A hard copy of the rules will be provided to Executive upon request. By agreeing to this arbitration procedure, both Executive and the Company waive the right to resolve any such dispute through a trial by jury or judge or administrative proceeding. In addition, all claims, disputes, or causes of action under this section, whether by Executive or the Company, must be brought in an individual capacity, and shall not be brought as a plaintiff (or claimant) or class member in any purported class or representative proceeding, nor joined or consolidated with the claims of any other person or entity. The Arbitrator may not consolidate the claims of more than one person or entity, and may not preside over any form of representative or class proceeding. To the extent that the preceding sentences regarding class claims or proceedings are found to violate applicable law or are otherwise found unenforceable, any claim(s) alleged or brought on behalf of a class shall proceed in a court of law rather than by arbitration. The Company acknowledges that Executive will have the right to be represented by legal counsel at any arbitration proceeding. Questions of whether a claim is subject to arbitration under this Agreement) shall be decided by a federal

court in the State of New York. However, procedural questions which grow out of the dispute and bear on the final disposition are matters for the arbitrator. The arbitrator shall: (a) have the authority to compel adequate discovery for the resolution of the dispute and to award such relief as would otherwise be permitted by law; (b) issue a written arbitration decision, to include the arbitrator’s essential findings and conclusions and a statement of the award; and (c) be authorized to award any or all remedies that Executive or the Company would be entitled to seek in a court of law. Executive and the Company shall equally share all JAMS’ arbitration fees. To the extent JAMS does not collect or Executive otherwise does not pay to JAMS an equal share of all JAMS’ arbitration fees for any reason, and the Company pays JAMS Executive’s share, Executive acknowledges and agrees that the Company shall be entitled to recover from Executive half of the JAMS arbitration fees invoiced to the parties (less any amounts Executive paid to JAMS) in a federal or state court of competent jurisdiction. Except as modified in the Confidential Information Agreement, each party is responsible for its own attorneys’ fees. Nothing in this Agreement is intended to prevent either Executive or the Company from obtaining injunctive relief in court to prevent irreparable harm pending the conclusion of any such arbitration. Any awards or orders in such arbitrations may be entered and enforced as judgments in the federal and state courts of any competent jurisdiction. To the extent applicable law prohibits mandatory arbitration of sexual harassment or discrimination claims and is not preempted by the FAA, in the event Executive intends to bring multiple claims, including a sexual harassment or discrimination claim, the sexual harassment and/or discrimination claims may be publicly filed with a court, while any other claims will remain subject to mandatory arbitration.

12.Section 280G Matters.

(i)If any payment or benefit Executive will or may receive from the Company or otherwise (a “280G Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code, and (ii) but for this Section, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then any such 280G Payment provided pursuant to this Agreement (a “Payment”) shall be equal to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that would result in no portion of the Payment (after reduction) being subject to the Excise Tax, or (y) the largest portion, up to and including the total, of the Payment, whichever amount (i.e., the amount determined by clause (x) or by clause (y)), after taking into account all applicable federal, state, and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Executive’s receipt, on an after-tax basis, of the greater economic benefit notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in a Payment is required pursuant to the preceding sentence and the Reduced Amount is determined pursuant to clause (x) of the preceding sentence, the reduction shall occur in the manner (the “Reduction Method”) that results in the greatest economic benefit for Executive. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata (the “Pro Rata Reduction Method”).

(ii)Notwithstanding any provision of this Section 12 to the contrary, if the Reduction Method or the Pro Rata Reduction Method would result in any portion of the Payment being subject to

taxes pursuant to Section 409A that would not otherwise be subject to taxes pursuant to Section 409A, then the Reduction Method and/or the Pro Rata Reduction Method, as the case may be, shall be modified so as to avoid the imposition of taxes pursuant to Section 409A as follows: (A) as a first priority, the modification shall preserve to the greatest extent possible, the greatest economic benefit for Executive as determined on an after-tax basis; (B) as a second priority, Payments that are contingent on future events (e.g., being terminated without Cause), shall be reduced (or eliminated) before Payments that are not contingent on future events; and (C) as a third priority, Payments that are “deferred compensation” within the meaning of Section 409A shall be reduced (or eliminated) before Payments that are not deferred compensation within the meaning of Section 409A.

(iii)Unless Executive and the Company agree on an alternative accounting firm or law firm, the accounting firm engaged by the Company for general tax compliance purposes as of the day prior to the effective date of the Change in Control transaction shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity, or group effecting the Change in Control transaction, the Company shall appoint a nationally-recognized accounting or law firm to make the determinations required by this Section 12. The Company shall bear all expenses with respect to the determinations by such accounting or law firm required to be made hereunder. The Company shall use commercially reasonable efforts to cause the accounting or law firm engaged to make the determinations hereunder to provide its calculations, together with detailed supporting documentation, to Executive and the Company within fifteen (15) calendar days after the date on which Executive’s right to a 280G Payment becomes reasonably likely to occur (if requested at that time by Executive or the Company) or such other time as requested by Executive or the Company.

(iv)If Executive receives a Payment for which the Reduced Amount was determined pursuant to clause (x) of and the Internal Revenue Service determines thereafter that some portion of the Payment is subject to the Excise Tax, Executive agrees to promptly return to the Company a sufficient amount of the Payment (after reduction pursuant to clause (x) of Section 12(i)) so that no portion of the remaining Payment is subject to the Excise Tax. For the avoidance of doubt, if the Reduced Amount was determined pursuant to clause (y) of Section 12(i), Executive shall have no obligation to return any portion of the Payment pursuant to the preceding sentence.

13.General Provisions.

13.1Notices. Any notices provided must be in writing and will be deemed effective upon the earlier of personal delivery (including personal delivery by email) or the next day after sending by overnight carrier, to the Company at its primary office location and to Executive at the address as listed on the Company payroll.

13.2Severability. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law

or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or any other jurisdiction, but this Agreement will be reformed, construed and enforced in such jurisdiction to the extent possible in keeping with the intent of the parties.

13.1Waiver. Any waiver of any breach of any provisions of this Agreement must be in writing to be effective, and it shall not thereby be deemed to have waived any preceding or succeeding breach of the same or any other provision of this Agreement.

13.2Complete Agreement. This Agreement, together with the Confidentiality Agreement, constitutes the entire agreement between Executive and the Company with regard to this subject matter and is the complete, final, and exclusive embodiment of the Parties’ agreement with regard to this subject matter and supersede any prior oral discussions or written communications and agreements, including the Original Agreement. This Agreement is entered into without reliance on any promise or representation, written or oral, other than those expressly contained herein, and it supersedes any other such promises, warranties or representations. It is entered into without reliance on any promise or representation other than those expressly contained herein, and it cannot be modified or amended except in a writing signed by a duly authorized officer of the Company.

13.3Counterparts. This Agreement may be executed in separate counterparts, any one of which need not contain signatures of more than one party, but all of which taken together will constitute one and the same Agreement.

13.4Headings. The headings of the paragraphs hereof are inserted for convenience only and shall not be deemed to constitute a part hereof nor to affect the meaning thereof.

13.5Successors and Assigns. This Agreement is intended to bind and inure to the benefit of and be enforceable by Executive and the Company, and their respective successors, assigns, heirs, executors and administrators, except that Executive may not assign any of Executive’s duties hereunder and Executive may not assign any of Executive’s rights hereunder without the written consent of the Company, which shall not be withheld unreasonably.

13.6Tax Withholding and Indemnification. All payments and awards contemplated or made pursuant to this Agreement will be subject to withholdings of applicable taxes in compliance with all relevant laws and regulations of all appropriate government authorities. Executive acknowledges and agrees that the Company has neither made any assurances nor any guarantees concerning the tax treatment of any payments or awards contemplated by or made pursuant to this Agreement. Executive has had the opportunity to retain a tax and financial advisor and fully understands the tax and economic consequences of all payments and awards made pursuant to the Agreement.

13.7Choice of Law. All questions concerning the construction, validity and interpretation of this Agreement will be governed by the laws of the State of New York.

13.8In Witness Whereof, the Parties have executed this Agreement to be effective as of the Effective Date on the day and year written below.

By: /s/ Peter Benevides By: /s/ Noah H. Glass

Name: Peter Benevides Name: Noah H. Glass

Title: Chief Financial Officer Title: Founder and Chief Executive Officer

Date: Feb 10, 2021 Date: Feb 10, 2021

EX-10.2

Exhibit 10.2

FOURTH AMENDMENT

TO

AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

This Fourth Amendment to Amended and Restated Loan and Security Agreement (this “Amendment”) is made and entered into as of January 13, 2022, by and among PACIFIC WESTERN BANK, a California state chartered bank (“Bank”), and OLO INC. (f/k/a Mobo Systems, Inc.) and WISELY, LLC (individually and collectively, “Borrower”).

RECITALS

Borrower and Bank are parties to that certain Amended and Restated Loan and Security Agreement dated as of February 11, 2020, as amended by that certain First Amendment to Amended and Restated Loan and Security Agreement dated as of April 29, 2021, that certain Second Amendment to Amended and Restated Loan and Security Agreement dated as of August 13, 2021, and that certain Third Amendment and Joinder to Amended and Restated Loan and Security Agreement dated as of December 9, 2021 (the “Agreement”). The parties desire to amend the Agreement in accordance with the terms of this Amendment.

NOW, THEREFORE, the parties agree as follows:

1) The following defined terms in Exhibit A to the Agreement are hereby amended and restated, as follows:

“Formula Revolving Maturity Date” means May 12, 2022.

“Non-Formula Revolving Maturity Date” means May 12, 2022.

2) Unless otherwise defined, all initially capitalized terms in this Amendment shall be as defined in the Agreement. The Agreement, as amended hereby, shall be and remain in full force and effect in accordance with its respective terms and hereby is ratified and confirmed in all respects. Except as expressly set forth herein, the execution, delivery, and performance of this Amendment shall not operate as a waiver of, or as an amendment of, any right, power, or remedy of Bank under the Agreement, as in effect prior to the date hereof. Each Borrower ratifies and reaffirms the continuing effectiveness of all agreements entered into in connection with the Agreement.

3) Each Borrower represents and warrants that the representations and warranties contained in the Agreement are true and correct as of the date of this Amendment.

4) This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument.

5) As a condition to the effectiveness of this Amendment, Bank shall have received, in form and substance satisfactory to Bank, the following:

a) this Amendment, duly executed by each Borrower;

b) payment of all Bank Expenses, including Bank’s expenses for the documentation of this Amendment and any related documents, and any UCC, good standing or intellectual property search or filing fees, which may be debited from any Borrower’s accounts; and

c) such other documents and completion of such other matters, as Bank may reasonably deem necessary or appropriate.

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the first date above written.

OLO INC.

By: /s/ Peter Benevides

Name: Peter Benevides

Title: Chief Financial Officer

WISELY, LLC

By: /s/ Noah H. Glass

Name: Noah H. Glass

Title: President

PACIFIC WESTERN BANK

By: /s/ James Londono

Name: James Londono

Title: Senior Vice President

[Signature Page to Fourth Amendment to Amended and Restated Loan and Security Agreement]

EX-10.3

Exhibit 10.3

FIFTH AMENDMENT TO

AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

This Fifth Amendment to Amended and Restated Loan and Security Agreement (this “Amendment”), dated as of March 3, 2022, is executed and delivered by OLO INC. (f/k/a Mobo Systems, Inc.) and WISELY, LLC (collectively, “Borrower”) and PACIFIC WESTERN BANK, a California state chartered bank (“Bank”). Capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to those terms in the Loan Agreement (as defined below).

RECITALS

a.Borrower and Bank are parties to that certain Amended and Restated Loan and Security Agreement dated as of February 11, 2020, as amended by that certain First Amendment to Amended and Restated Loan and Security Agreement dated as of April 29, 2021, that certain Second Amendment to Amended and Restated Loan and Security Agreement dated as of August 13, 2021, that certain Third Amendment to Amended and Restated Loan and Security Agreement dated as of December 9, 2021, and that certain Fourth Amendment to Amended and Restated Loan and Security Agreement dated as of January 13, 2022 (the “Original Agreement”).

b.From and after the date hereof, Borrower and Bank desire to supplement the terms and provisions of the Original Agreement as provided herein. The Original Agreement as amended hereby and as the same may be hereafter supplemented, amended, modified or restated from time to time is hereinafter referred to as the “Loan Agreement.”

NOW, THEREFORE, in consideration of the promises herein contained, and for other good and valuable consideration (the receipt, sufficiency and adequacy of which are hereby acknowledged), the parties hereto (intending to be legally bound) hereby agree as follows:

1.Incorporation. The foregoing preamble and recitals are incorporated herein by this reference.

2.Consent.

(a)Reference is made to that certain Agreement and Plan of Reorganization (the “Merger Agreement”), dated February 20, 2022, by and among Olo Inc. (“Olo”), Ramsey Merger Sub, Inc., a Delaware corporation (“Merger Sub”), Omnivore Technologies, Inc., a Delaware corporation (the “Company”), and Shareholder Representative Services, LLC, a Colorado limited liability company, as representative of the securityholders of the Company (the “Representative”). As a result of the transactions contemplated in the Merger Agreement, Olo will own 100% of the Company, as the surviving entity of such transactions (“New Subsidiary”). The total value of the cash consideration payable under the Merger Agreement, whether directly to the securityholders of the Company at closing or escrowed, is $50,000,000 (the “Closing Payment”) and is subject to a working capital adjustment and other purchase price adjustments, as provided in the Merger Agreement (the “Consideration Adjustments”). The transactions contemplated in the Merger Agreement, including the Closing Payment and the Consideration Adjustments, are hereinafter referred to collectively as the “Project Ramsey Transactions.”

(b)Borrower has requested Bank’s consent in connection with the Project Ramsey Transactions. Pursuant to Section 7.3 of the Loan Agreement, Bank hereby consents to the Project Ramsey Transactions and agrees that the Project Ramsey Transactions shall constitute “Permitted Investments” for all purposes under the Loan Agreement, subject to the satisfaction of the conditions set forth in Section 9 hereof and subject to the following:

i.The Project Ramsey Transactions shall be consummated substantially in accordance with the Merger Agreement, and the Merger Agreement shall not be materially amended, restated, supplemented or modified without Bank’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed;

ii.All material stated conditions set forth in the Merger Agreement shall have been satisfied and not waived without Bank’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed; and

iii.Borrower    shall    supply    to    Bank    written    evidence    of    the consummation of the Project Ramsey Transactions.

(c)Borrower shall within 60 days (or such longer period of time as agreed to by Bank in its sole discretion) following the “Effective Time” under the Merger Agreement (i) pledge to Bank 100% of the capital stock of New Subsidiary in accordance with Section 6.9 of the Loan Agreement, (ii) cause New Subsidiary to become a co-borrower under the Loan Agreement in accordance with Section 6.9 of the Loan Agreement and (iii) execute, and cause New Subsidiary to execute, such amendments, assumption documents, security agreements, and related documents and agreements as Bank shall reasonably request in order to effectuate the foregoing. Failure to take the actions described in this paragraph 2(c) within the timeframes set forth herein shall constitute an immediate Event of Default under the Loan Agreement.

(d)This Consent is effective for the purposes set forth herein and shall be limited precisely as written and shall not be deemed to (i) be a consent to any amendment, waiver or modification of any other term or condition of the Loan Agreement or any other Loan Document (except as specifically set forth herein), or (ii) otherwise prejudice any right or remedy which Bank may now have or may have in the future under or in connection with the Loan Agreement or any other Loan Document.

3.Amendment. The Loan Agreement is hereby amended, as follows:

(a)Section 6.7 of the Loan Agreement is hereby amended and restated in its entirety, as follows:

6.7.Financial Covenants. Borrower shall at all times maintain the following financial ratios and covenants:

(a)Minimum EBITDA. Measured monthly and calculated on a trailing-three-months basis, Borrower shall achieve EBITDA of at least the amounts shown in the table immediately below for the corresponding reporting periods.

Reporting Period Ending	Minimum EBITDA
January 31, 2022	$4,000,000

February 28, 2022	$3,700,000
March 31, 2022	$800,000
April 30, 2022	($700,000)
May 31, 2022	($600,000)

(b)Minimum Revenue. Measured monthly and calculated on a cumulative basis beginning January 1, 2022, Borrower shall achieve Revenue of at least the amounts shown in the table immediately below for the corresponding reporting periods.

Reporting Period Ending	Minimum Revenue
January 31, 2022	$11,000,000
February 28, 2022	$22,000,000
March 31, 2022	$34,000,000
April 30, 2022	$46,000,000
May 31, 2022	$60,000,000
June 30, 2022	$73,000,000
July 31, 2022	$88,000,000
August 31, 2022	$103,000,000
September 30, 2022	$120,000,000
October 31, 2022	$137,000,000
November 30, 2022	$154,000,000
December 31, 2022	$173,000,000

For subsequent reporting periods, Bank and Borrower hereby agree that, on or before February 1 of each year during the terms of this Agreement, Borrower shall provide Bank with a budget for such year, which shall be approved by Borrower’s Board of Directors, and Bank shall use that budget to establish the minimum EBITDA and minimum Revenue amounts for such year, with such amounts being incorporated herein by an amendment, which Borrower hereby agrees to execute.

(b) Section 7.2 of the Loan Agreement is hereby amended and restated in its entirety, as follows:

7.2 Change in Name, Location, Executive Office, or Executive Management;Change in Business; Change in Fiscal year; Change in Control. Change its name or the state of Borrower’s formation or relocate its chief executive office without 30 days’ prior written notification to Bank; replace or suffer the departure of its chief executive officer or chief financial officer without delivering written notification to Bank within 10 days; fail to appoint an interim replacement or fill a vacancy in the position of chief executive officer or chief financial officer for more than 30 consecutive days; or suffer the resignation of one or more directors from its board of directors in anticipation of Borrower’s insolvency, in each case without the prior written consent of Bank which may be withheld in Bank’s sole discretion; take action to liquidate, wind up, or otherwise cease to conduct business in the ordinary course; engage in any business, or permit any of its Subsidiaries to engage in any business, other than as reasonably related or incidental to the businesses currently engaged in by Borrower; change its fiscal year end; convert to another form of incorporation or unincorporated business or entity; have a Change in Control; Divide.

4.Representations and Warranties. Borrower hereby represents and warrants to Bank, which representations and warranties shall survive the execution and delivery hereof, that: (a) this Amendment is the legally valid and binding obligation of Borrower, enforceable against Borrower in accordance with its terms, and (b) except as otherwise set forth below, each of the representations and warranties contained in the Loan Agreement, as well as all other representations and warranties contained in the other Loan Documents, are true and correct in all respects to the extent required under the Loan Agreement.

5.Successors and Assigns. This Amendment shall be binding upon Borrower and Bank’s successors and assigns and shall inure to the benefit of Borrower and Bank’s successors and assigns. No other person or entity shall be a direct or indirect legal beneficiary of, or have any direct or indirect cause of action or claim in connection with, this Amendment. Borrower may not assign or transfer any of its rights or obligations under this Amendment without the prior written consent of Bank.

6.Severability; Construction. Wherever possible, each provision of this Amendment shall be interpreted in such a manner so as to be effective and valid under applicable law, but, if any provision of this Amendment shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such provision or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Amendment. All obligations of Borrower and rights of Bank expressed herein shall be in addition to and not in limitation of those provided by applicable law.

7.Counterparts; Facsimile and Other Electronic Transmission. This Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, and each such counterpart shall be deemed to be an original, but all such counterparts shall together constitute but one and the same Amendment. Receipt of an executed signature page to this Amendment by facsimile or other electronic transmission shall constitute for all purposes effective delivery thereof. Electronic records of this executed Amendment maintained by Bank shall be deemed to be originals.

8.GOVERNING LAW. THIS AMENDMENT SHALL BE A CONTRACT MADE UNDER AND BE CONSTRUED, ENFORCED AND GOVERNED BY THE LAWS OF THE STATE OF NORTH CAROLINA APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE, WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES.

9.WAIVER OF JURY TRIAL. BANK AND BORROWER WAIVE ANY RIGHT TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AMENDMENT OR ANY TRANSACTION CONTEMPLATED HEREIN, INCLUDING CLAIMS BASED ON CONTRACT, TORT, BREACH OF DUTY AND ALL OTHER COMMON LAW OR STATUTORY BASES. ALL DISPUTES, CONTROVERSIES, CLAIMS, ACTIONS AND SIMILAR PROCEEDINGS ARISING WITH RESPECT TO BORROWER’S ACCOUNT(S) OR ANY RELATED AGREEMENT OR TRANSACTION SHALL BE BROUGHT IN THE GENERAL COURT OF JUSTICE OF NORTH CAROLINA SITTING IN DURHAM COUNTY, NORTH CAROLINA OR THE UNITED STATES DISTRICT COURT FOR THE MIDDLE DISTRICT OF NORTH

CAROLINA, EXCEPT AS PROVIDED BELOW WITH RESPECT TO ARBITRATION OF SUCH MATTERS. IF THE JURY WAIVER SET FORTH IN THIS SECTION IS NOT ENFORCEABLE, THEN ANY DISPUTE, CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS AMENDMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN WILL BE FINALLY SETTLED BY BINDING ARBITRATION IN DURHAM COUNTY, NORTH CAROLINA IN ACCORDANCE WITH THE THEN-CURRENT COMMERCIAL ARBITRATION RULES OF THE AMERICAN ARBITRATION ASSOCIATION BY ONE ARBITRATOR APPOINTED IN ACCORDANCE WITH SAID RULES. THE ARBITRATOR SHALL APPLY NORTH CAROLINA LAW TO THE RESOLUTION OF ANY DISPUTE, WITHOUT REFERENCE TO RULES OF CONFLICTS OF LAW OR RULES OF STATUTORY ARBITRATION. JUDGMENT ON THE AWARD RENDERED BY THE ARBITRATOR MAY BE ENTERED IN ANY COURT HAVING JURISDICTION THEREOF. NOTWITHSTANDING THE FOREGOING, THE PARTIES MAY APPLY TO ANY COURT OF COMPETENT JURISDICTION FOR PRELIMINARY OR INTERIM EQUITABLE RELIEF OR TO COMPEL ARBITRATION IN ACCORDANCE WITH THIS PARAGRAPH. THE EXPENSES OF THE ARBITRATION, INCLUDING THE ARBITRATOR’S FEES, REASONABLE ATTORNEYS’ FEES AND EXPERT WITNESS FEES, INCURRED BY THE PARTIES TO THE ARBITRATION MAY BE AWARDED TO THE PREVAILING PARTY, IN THE DISCRETION OF THE ARBITRATOR, OR MAY BE APPORTIONED BETWEEN THE PARTIES IN ANY MANNER DEEMED APPROPRIATE BY THE ARBITRATOR. UNLESS AND UNTIL THE ARBITRATOR DECIDES THAT ONE PARTY IS TO PAY FOR ALL (OR A SHARE) OF SUCH EXPENSES, ALL PARTIES SHALL SHARE EQUALLY IN THE PAYMENT OF THE ARBITRATOR’S FEES AS AND WHEN BILLED BY THE ARBITRATOR.

10.Conditions to Effectiveness.    As a condition to the effectiveness of this Amendment, Bank shall have received, in form and substance satisfactory to Bank, the following:

(a)this Amendment, duly executed by Borrower;

(b)payment of all Bank Expenses, including Bank’s expenses for the documentation of this Amendment and any related documents, and any UCC, good standing or intellectual property search or filing fees, which may be debited from Borrower’s accounts; and

(c)such other documents and completion of such other matters as Bank may reasonably request.

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned have caused this Amendment to be duly executed and delivered as of the date first above written.

BORROWER:

OLO INC.

By:    /s/ Peter Benevides________________

Name: Peter Benevides

Title: Chief Financial Officer

WISELY, LLC

By:    /s/ Noah H. Glass__________________

Name: Noah H. Glass Title: President

BANK:

PACIFIC WESTERN BANK

By:    /s/ James Londono_________________

Name: James Londono

Title: Senior Vice President

Signature Page to Fifth Amendment to Amended and Restated Loan and Security Agreement

EX-31.1

Exhibit 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO EXCHANGE ACT RULES 13a-14(a) AND 15d-14(a), AS ADOPTED

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Noah Glass, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Olo Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(c) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	May 10, 2022	By:	/s/ Noah H. Glass
			Noah H. Glass
			Chief Executive Officer
			(Principal Executive Officer)

EX-31.2

Exhibit 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

PURSUANT TO EXCHANGE ACT RULES 13a-14(a) AND 15d-14(a), AS ADOPTED

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Peter Benevides, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Olo Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(c) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	May 10, 2022	By:	/s/ Peter Benevides
			Peter Benevides
			Chief Financial Officer
			(Principal Financial and Accounting Officer)

EX-32.1

Exhibit 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to the requirement set forth in Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. §1350), Noah Glass, Chief Executive Officer of Olo Inc. (the “Company”), and Peter Benevides, Chief Financial Officer of the Company, each hereby certifies that, to the best of his knowledge:

1.The Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2022, to which this certification is attached as Exhibit 32.1 (the “Periodic Report”), fully complies with the requirements of Section 13(a) or Section 15(d) of the Exchange Act; and

2.The information contained in the Periodic Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 10, 2022

/s/ Noah H. Glass

Noah H. Glass

Chief Executive Officer (Principal Executive Officer)

/s/ Peter Benevides

Peter Benevides

Chief Financial Officer (Principal Accounting and Financial Officer)

This certification accompanies the Quarterly Report on Form 10-Q to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act (whether made before or after the date of the Form 10-Q), irrespective of any general incorporation language contained in such filing.

XML

Cover - shares	3 Months Ended
	Mar. 31, 2022	May 06, 2022
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2022
Document Transition Report	false
Entity File Number	001-40213
Entity Registrant Name	Olo Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	20-2971562
Entity Address, Address Line One	285 Fulton Street
Entity Address, Address Line Two	One World Trade Center
Entity Address, Address Line Three	82nd Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10007
City Area Code	212
Local Phone Number	260-0895
Title of 12(b) Security	Class A Common Stock, par value $0.001 per share
Trading Symbol	OLO
Security Exchange Name	NYSE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Central Index Key	0001431695
Amendment Flag	false
Document Fiscal Year Focus	2022
Current Fiscal Year End Date	--12-31
Document Fiscal Period Focus	Q1
Common Class A
Document Information [Line Items]
Entity Common Stock, Shares Outstanding (in shares)		91,145,552
Common Class B
Document Information [Line Items]
Entity Common Stock, Shares Outstanding (in shares)		69,027,693

XML

Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 463,733	$ 514,445
Accounts receivable, net of allowances of $677 and $657, respectively	47,410	42,319
Contract assets	474	568
Deferred contract costs	2,551	2,567
Prepaid expenses and other current assets	9,763	5,718
Total current assets	523,931	565,617
Property and equipment, net	5,873	3,304
Intangible assets, net	24,713	19,635
Goodwill	207,607	162,956
Contract assets, noncurrent	521	387
Deferred contract costs, noncurrent	3,390	3,616
Operating lease right-of-use asset	17,920	0
Other assets, noncurrent	356	361
Total assets	784,311	755,876
Current liabilities:
Accounts payable	3,360	2,184
Accrued expenses and other current liabilities	49,572	45,395
Unearned revenue	3,924	1,190
Operating lease liability, current	2,594	0
Total current liabilities	59,450	48,769
Unearned revenue, noncurrent	2,050	3,014
Operating lease liability, noncurrent	17,680	0
Other liabilities, noncurrent	126	2,343
Total liabilities	79,306	54,126
Commitments and contingencies (Note 15)
Stockholders’ equity:
Class A common stock, $0.001 par value; 1,700,000,000 shares authorized at March 31, 2022 and December 31, 2021; 89,660,186 and 78,550,530 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively. Class B common stock, $0.001 par value; 185,000,000 shares authorized at March 31, 2022 and December 31, 2021; 70,027,999 and 79,149,659 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively	160	158
Preferred stock, $0.001 par value; 20,000,000 shares authorized at March 31, 2022 and December 31, 2021	0	0
Additional paid-in capital	827,928	813,166
Accumulated deficit	(123,083)	(111,574)
Total stockholders’ equity	705,005	701,750
Total liabilities and stockholders’ equity	$ 784,311	$ 755,876

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Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Accounts receivable, net of allowance	$ 677	$ 657
Preferred stock, par value (in USD per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized (in shares)	20,000,000	20,000,000
Common Class A
Common stock, par value (in USD per share)	$ 0.001	$ 0.001
Common stock, shares authorized (in shares)	1,700,000,000	1,700,000,000
Common stock, shares issued (in shares)	89,660,186	78,550,530
Common stock, shares outstanding (in shares)	89,660,186	78,550,530
Common Class B
Common stock, par value (in USD per share)	$ 0.001	$ 0.001
Common stock, shares authorized (in shares)	185,000,000	185,000,000
Common stock, shares issued (in shares)	70,027,999	79,149,659
Common stock, shares outstanding (in shares)	70,027,999	79,149,659

XML

Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Revenue:	$ 42,756	$ 36,123
Cost of revenue:	12,802	6,850
Gross Profit	29,954	29,273
Operating expenses:
Research and development	16,825	14,456
General and administrative	17,961	18,454
Sales and marketing	8,070	3,836
Total operating expenses	42,856	36,746
Loss from operations	(12,902)	(7,473)
Other income (expenses), net:
Other income (expense), net	58	(18)
Change in fair value of warrant liability	0	(18,930)
Total other income (expenses), net	58	(18,948)
Loss before income taxes	(12,844)	(26,421)
(Benefit) provision for income taxes	(1,335)	36
Net loss	(11,509)	(26,457)
Comprehensive loss	(11,509)	(26,457)
Accretion of redeemable convertible preferred stock to redemption value	0	(14)
Net loss attributable to Class A and Class B common stockholders	$ (11,509)	$ (26,471)
Net loss per share attributable to Class A and Class B common stockholders:
Basic (in USD per share)	$ (0.07)	$ (0.63)
Diluted (in USD per share)	$ (0.07)	$ (0.63)
Weighted-average Class A and Class B common shares outstanding:
Basic (in shares)	159,190,371	41,855,757
Diluted (in shares)	159,190,371	41,855,757
Platform
Revenue:	$ 41,466	$ 34,923
Cost of revenue:	11,024	5,607
Professional services and other
Revenue:	1,290	1,200
Cost of revenue:	$ 1,778	$ 1,243

XML

Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Equity (Deficit) (Unaudited) - USD ($) $ in Thousands	Total	Class A and Class B Common Stock	Additional Paid In Capital	Accumulated Deficit
Temporary equity, shares outstanding at beginning of period (in shares) at Dec. 31, 2020	58,962,749
Temporary equity, value of shares outstanding at beginning of period at Dec. 31, 2020	$ 111,737
Redeemable Convertible Preferred Stock
Accretion of redeemable convertible preferred stock to redemption value	$ 14
Issuance of preferred stock on exercises of warrants (in shares)	1,681,848
Issuance of preferred stock on exercise of warrants	$ 2
Conversion of redeemable convertible preferred stock to common stock upon initial public offering (in shares)	(60,644,597)
Conversion of redeemable convertible preferred stock to common stock upon initial public offering	$ (111,753)
Temporary equity, shares outstanding at end of period (in shares) at Mar. 31, 2021	0
Temporary equity, value of shares outstanding at end of period at Mar. 31, 2021	$ 0
Shares outstanding at beginning of period (in shares) at Dec. 31, 2020		22,320,286
Stockholders' equity balance at beginning of period at Dec. 31, 2020	(52,481)	$ 22	$ 16,798	$ (69,301)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Initial public offering, net of underwriting discount and deferred offering costs (in shares)		20,700,000
Initial public offering, net of underwriting discount and deferred offering costs	477,826	$ 21	477,805
Accretion of redeemable convertible preferred stock to redemption value	(14)		(14)
Issuance of preferred stock on exercise of warrants	39,056		39,056
Conversion of redeemable convertible preferred stock to common stock upon initial public offering (in shares)		100,196,780
Conversion of redeemable convertible preferred stock to common stock upon initial public offering	111,753	$ 100	111,653
Issuance of common stock upon settlement of Share Appreciation Rights (in shares)		1,642,570
Issuance of common stock upon settlement of Share Appreciation Rights	2,847	$ 2	2,845
Issuance of common stock in connection with charitable donation (in shares)		172,918
Issuance of common stock in connection with charitable donation	5,125		5,125
Issuance of common stock on exercise of stock options (in shares)		1,965,824
Issuance of common stock on exercise of stock options	2,157	$ 2	2,155
Stock-based compensation	5,426		5,426
Net loss	(26,457)			(26,457)
Shares outstanding at end of period (in shares) at Mar. 31, 2021		146,998,378
Stockholders' equity balance at end of period at Mar. 31, 2021	$ 565,238	$ 147	660,849	(95,758)
Temporary equity, shares outstanding at beginning of period (in shares) at Dec. 31, 2021	0
Temporary equity, value of shares outstanding at beginning of period at Dec. 31, 2021	$ 0
Temporary equity, shares outstanding at end of period (in shares) at Mar. 31, 2022	0
Temporary equity, value of shares outstanding at end of period at Mar. 31, 2022	$ 0
Shares outstanding at beginning of period (in shares) at Dec. 31, 2021		157,700,189
Stockholders' equity balance at beginning of period at Dec. 31, 2021	$ 701,750	$ 158	813,166	(111,574)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Vesting of restricted stock units (in shares)		136,662
Issuance of common stock on exercise of stock options (in shares)	1,851,334	1,851,334
Issuance of common stock on exercise of stock options	$ 2,307	$ 2	2,305
Stock-based compensation	12,457		12,457
Net loss	(11,509)			(11,509)
Shares outstanding at end of period (in shares) at Mar. 31, 2022		159,688,185
Stockholders' equity balance at end of period at Mar. 31, 2022	$ 705,005	$ 160	$ 827,928	$ (123,083)

XML

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Operating activities
Net loss	$ (11,509)	$ (26,457)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Depreciation and amortization	1,109	260
Stock-based compensation	11,708	5,402
Stock-based compensation in connection with vesting of Stock Appreciation Rights	0	2,847
Charitable donation of Class A common stock	0	5,125
Bad debt expense	248	88
Change in fair value of warrants	0	18,930
Amortization of operating lease right-of-use assets	552	0
Deferred income tax benefit	(1,421)	0
Impairment of internal-use software	475	0
Changes in operating assets and liabilities:
Accounts receivable	(4,888)	(2,390)
Contract assets	(40)	(425)
Prepaid expenses and other current assets	(3,515)	(1,014)
Deferred contract costs	242	(222)
Accounts payable	909	(6,772)
Accrued expenses and other current liabilities	4,186	8,524
Operating lease liabilities	(613)	0
Unearned revenue	1,687	371
Other liabilities, noncurrent	(19)	(58)
Net cash (used in) provided by operating activities	(889)	4,209
Investing activities
Purchases of property and equipment	(76)	(106)
Capitalized internal-use software	(2,462)	(72)
Acquisitions, net of cash acquired	(49,308)	0
Net cash used in investing activities	(51,846)	(178)
Financing activities
Proceeds from issuance of common stock upon initial public offering, net of underwriting discounts	0	485,541
Cash received for employee payroll tax withholdings	845	19,195
Cash paid for employee payroll tax withholdings	(845)	0
Proceeds from exercise of warrants	0	392
Payment of deferred offering costs	(226)	(448)
Proceeds from exercise of stock options	2,249	2,099
Net cash provided by financing activities	2,023	506,779
Net (decrease) increase in cash and cash equivalents	(50,712)	510,810
Cash and cash equivalents, beginning of period	514,445	75,756
Cash and cash equivalents, end of period	463,733	586,566
Supplemental disclosure of non-cash investing and financing activities
Accrued offering costs	140	4,476
Vesting of early exercised stock options	58	58
Accretion of redeemable convertible preferred stock to redemption value	0	14
Purchase of property and equipment on account	70	24
Capitalization of stock-based compensation for internal-use software	$ 749	$ 24

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Business

3 Months Ended

Mar. 31, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Business

Business

Olo Inc. was formed on June 1, 2005 in Delaware and is headquartered in New York City. On January 14, 2020, our Board of Directors and stockholders approved our name change from Mobo Systems, Inc. to Olo Inc. Unless the context otherwise indicates or requires, references to “we,” “us,” “our,” and “the Company” shall refer to Olo Inc.

We are an open SaaS platform for restaurants powering the industry’s digital transformation. Our platform powers restaurant brands’ on-demand digital commerce operations, enabling digital ordering, delivery, front-of-house management, and payments, while further strengthening and enhancing restaurants’ direct consumer relationships. We provide restaurants with a business-to-business-to-consumer, enterprise-grade, open SaaS platform to manage their complex digital businesses and enable fast and more personalized experiences for their consumers. Our platform and application programming interfaces seamlessly integrate with a wide range of solutions, unifying disparate technologies across the restaurant ecosystem. Restaurant brands rely on us to increase their digital omni-channel sales, maximize profitability, establish and maintain direct customer relationships, and collect, protect, and leverage valuable customer data.

Emerging Growth Company Status

We are an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act, until such time as those standards apply to private companies.

We have elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that we (i) are no longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, our financial statements may not be comparable to financial statements of issuers who are required to comply with the effective dates for new or revised accounting standards based on public company effective dates.

We will remain an emerging growth company until the earliest of: (1) the last day of the fiscal year following the fifth anniversary of the completion of our initial public offering of Class A common stock (“IPO”); (2) the last day of the first fiscal year in which our annual gross revenue is $1.07 billion or more; (3) the date on which we have, during the previous rolling three-year period, issued more than $1 billion in non-convertible debt securities; and (4) the date on which we are deemed to be a large accelerated filer.

Initial Public Offering

On March 19, 2021, we completed our IPO in which we issued and sold 20,700,000 shares of our Class A common stock at the public offering price of $25.00 per share. We received net proceeds of approximately $485.5 million after deducting underwriting discounts and commissions. Upon completion of the IPO, $6.6 million of deferred offering costs, which consisted primarily of accounting, legal, and other fees related to our IPO, were reclassified into stockholders’ deficit as a reduction of the IPO proceeds.

Prior to the IPO, warrants to purchase 1,682,847 shares of our outstanding redeemable convertible preferred stock warrants were exercised and converted into redeemable convertible preferred stock. Upon completion of the IPO, all shares of our outstanding redeemable convertible preferred stock, inclusive of the shares issued pursuant to these warrant exercises, converted into 100,196,780 shares of Class B common stock. Additionally, upon completion of the IPO, stock appreciation rights (“SARs”) granted to employees vested and settled, resulting in the issuance of 1,642,570 shares of Class B common stock.

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Significant Accounting Policies

3 Months Ended

Mar. 31, 2022

Accounting Policies [Abstract]

Significant Accounting Policies

Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements and accompanying notes were prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information and in accordance with the rules and regulations of the United States Securities and Exchange Commission (the

“SEC”). Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been omitted pursuant to such rules and regulations. The December 31, 2021 condensed consolidated balance sheet was derived from the audited financial statements as of that date, but may not include all disclosures including certain footnotes required by U.S. GAAP on an annual reporting basis.

These unaudited condensed consolidated financial statements have been prepared on a basis consistent with our annual financial statements and, in the opinion of management, reflect all adjustments, which include all normal recurring adjustments necessary to fairly state our financial position as of March 31, 2022 and our results of operations and comprehensive loss, our stockholders’ equity, and our cash flows for the three months ended March 31, 2022 and 2021. The results of operations for the three months ended March 31, 2022 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2022 or for any other future annual or interim period.

The information included in this Quarterly Report on Form 10-Q should be read in conjunction with the consolidated financial statements and related notes included in our Annual Report on Form 10-K filed with the SEC on February 25, 2022. All intercompany balances and transactions have been eliminated in consolidation.

Certain prior-year amounts have been reclassified to conform to the current year presentation.

Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period.

We regularly assess these estimates, including but not limited to, allowance for doubtful accounts, stock-based compensation including the determination of the fair value of our stock-based awards, realization of deferred tax assets, estimated life of our long lived assets, purchase price allocations for business combinations, valuation of the acquired intangibles purchased in a business combination, valuation of goodwill, estimated standalone selling price of our performance obligations, and estimated consideration for implementation services and transactional revenue in certain arrangements. We base these estimates on historical experience and on various other market-specific and relevant assumptions that we believe to be reasonable under the circumstances. Actual results could differ from these estimates and such differences could be material to our financial position and results of operations.

Significant Accounting Policies

Our significant accounting policies are outlined in Note 2, “Significant Accounting Policies” in the Notes to Consolidated Financial Statements included in Part II, Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2021. During the quarter ended March 31, 2022, there were no material changes to our critical accounting policies from those described in our Annual Report on Form 10-K for the year ended December 31, 2021, except as described below.

Concentrations of Business and Credit Risk

We are exposed to concentrations of credit risk primarily through our cash held by financial institutions. We primarily deposit our cash with two financial institutions and the amount on deposit exceeds federally insured limits. As of March 31, 2022, 14% of our accounts receivable were due from one customer. As of December 31, 2021, no customer had a balance over 10% of our accounts receivable. For the three months ended March 31, 2022 and 2021, one customer accounted for 13% and 25% of our revenue, respectively.

Accounts Receivable, Net

Accounts receivable, net are stated at net realizable value and include unbilled receivables. Unbilled receivables arise primarily from transactional services provided in advance of billing. Accounts receivable are net of an allowance for credit losses, are not collateralized, and do not bear interest. Payment terms vary by contract type but are generally due within 30

days. The accounts receivable balance at March 31, 2022 and December 31, 2021 included unbilled receivables of $0.3 million and $4.1 million, respectively.

We assess the collectability of outstanding accounts receivable on an ongoing basis and maintain an allowance for credit losses for accounts receivable deemed uncollectible. Upon adoption of Accounting Standards Update (“ASU”) 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, we analyzed our accounts receivable portfolio for significant risks, historical activity, and an estimate of future collectability to determine the amount that will ultimately be collected. This estimate is analyzed annually and adjusted as necessary or upon certain triggering events. Identified risks pertaining to our accounts receivable include the delinquency level, customer type, and current economic environment. Due to the short-term nature of such receivables, the estimate of the amount of accounts receivable that may not be collected is based on aging of the accounts receivable balances and the financial condition of customers.

The following summarizes our allowance for doubtful accounts activity (in thousands):

Balance at December 31, 2021	$	657
Provision for expected credit losses	248
Writeoffs	(228)
Balance at March 31, 2022	$	677

Business Combinations

We account for acquisitions using the acquisition method of accounting and determine whether a transaction constitutes a business and is treated as a business combination or if the transaction does not constitute a business and is treated as an asset acquisition. The acquisition method of accounting requires, among other things, allocation of the fair value of purchase consideration to the tangible and intangible assets acquired and liabilities assumed at their estimated fair values on the acquisition date. The results of businesses acquired in a business combination are included in our consolidated financial statements from the date of acquisition.

Determining the fair value of assets acquired and liabilities assumed requires management to use significant judgment and estimates, including estimates of future revenue and adjusted earnings before interest and taxes and discount rates. Our estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ materially from estimates. Our estimates associated with the accounting for business combinations may change as additional information becomes available regarding the assets acquired and liabilities assumed. Any change in facts and circumstances that existed as of the acquisition date and impacts our estimates is recorded to goodwill if identified within the measurement period. Subsequent to the measurement period or our final determination of fair value of assets and liabilities, whichever is earlier, the adjustments will affect our earnings.

Transaction related expenses incurred in a business combination are not included as a component of consideration transferred, but are accounted for as an expense in the period in which the costs are incurred.

Goodwill and Intangible Assets

Goodwill represents the excess of the aggregate of the consideration transferred and the amount recognized for non-controlling interest, if any, over the fair value of identifiable assets acquired and liabilities assumed in a business combination. We have no intangible assets, other than goodwill, with indefinite useful lives.

Intangible assets other than goodwill are comprised of acquired developed technology, customer relationships, and trademarks. At initial recognition, intangible assets acquired in a business combination or asset acquisition are recognized at their fair value as of the date of acquisition. Following initial recognition, intangible assets are carried at acquisition date fair value less accumulated amortization and impairment losses, if any, and are amortized on a straight-line basis over the estimated useful life of the asset.

We review goodwill for impairment annually on October 1st (beginning day of the fourth quarter) of each fiscal year or whenever events or changes in circumstances indicate that an impairment may exist. In conducting our annual impairment test, we review qualitative factors to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount. If factors indicate that the fair value of the reporting unit is less than its carrying amount, we perform a

quantitative assessment and the fair value of the reporting unit is determined by analyzing the expected present value of future cash flows. If the carrying value of the reporting unit continues to exceed its fair value, the fair value of the reporting unit’s goodwill is calculated and an impairment loss equal to the excess is recorded.

We assess the impairment of intangible assets whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

Fair Value Measurement

Fair value is the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. We apply the following fair value hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement:

Level 1 inputs: Based on unadjusted quoted prices in active markets for identical assets or liabilities.

Level 2 inputs: Based on observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 inputs: Based on unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities, and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability.

The following summarizes assets and liabilities as of March 31, 2022 and December 31, 2021 that are measured at fair value on a recurring basis, by level, within the fair value hierarchy (in thousands):

	March 31, 2022
	Level 1		Level 2		Level 3
Cash and cash equivalents:
Money market funds	$	295,152	$	—	$	—
Total	$	295,152	$	—	$	—

	December 31, 2021
	Level 1		Level 2		Level 3
Cash and cash equivalents:
Money market funds	$	295,101	$	—	$	—
Total	$	295,101	$	—	$	—

There were no transfers of financial instruments between Level 1, Level 2, and Level 3 during the periods presented.

Our assets measured at fair value on a nonrecurring basis include long-lived assets and finite-lived intangibles, which are considered to be Level 3 inputs. During the three months ended March 31, 2021, we determined that the estimated fair value of a portion of our internal-use software was non-recoverable, and we recorded a non-cash impairment charge of $0.5 million, as more fully described in “Note 4—Property and Equipment.”

Accounts receivable, accounts payable and accrued expenses are stated at their carrying value, which approximates fair value due to the short time to the expected receipt or payment date.

Leases

Prior to the adoption of Accounting Standards Codification (“ASC”) 842, Leases, on January 1, 2022

We categorized leases at their inception as either operating or capital. In the ordinary course of business, we enter into non-cancelable operating leases for office space. We recognized lease costs on a straight-line basis and treated lease incentives as a reduction of rent expense over the term of the agreement. The difference between cash rent payments and rent expense was recorded as a deferred rent liability, with the amount expected to be amortized within the next twelve months classified as a current liability. We subleased a portion of our office space and recognize rental income on a straight-line basis as an offset to rent expense within general and administrative costs. The difference between cash rent payments received and rental income was recorded within prepaid expenses and other current assets.

Subsequent to the adoption of ASC 842 on January 1, 2022

We determine if an arrangement is a lease or contains a lease at inception. Our lease agreements are generally for office facilities, and the determination of whether such agreements contain leases generally does not require significant estimates or judgments. Our leases may also contain non-lease components such as payments of maintenance, utilities, and taxes, which we have elected to account for separately, as these amounts are readily determinable. At the commencement date of a lease, we recognize a liability to make lease payments and an asset representing the right to use the underlying asset during the lease term. The lease liability is measured at the present value of the minimum rental payments discounted using our incremental borrowing rate (“IBR”) over the lease term (or, if readily determinable, the rate implicit in the lease). The right-of-use (“ROU”) asset is measured at cost, which includes the initial measurement of the lease liability and initial direct costs incurred and excludes lease incentives. We subleased a portion of our office space and recognize rental income on a straight-line basis as an offset to other leases costs, net within general and administrative expenses.

The lease term used to measure ROU lease assets and lease liabilities may include renewal options which are deemed reasonably certain to be exercised. Operating lease costs are recognized on a straight-line basis over the lease term. Variable lease payments are expensed as incurred. Our leases do not contain any material residual value guarantees or material restrictive covenants.

Recently Adopted Accounting Pronouncements

In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-02, Leases (Topic 842) (“ASC 842”), which requires lessees to recognize the following for all leases (with the exception of short-term leases) at the commencement date: (i) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and (ii) a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. Additional disclosures are required to allow financial statement users to assess the amount, timing, and uncertainty of cash flows arising from leasing activities. A modified retrospective transition approach is required for leases existing at the time of adoption.

We adopted and began applying the standard on January 1, 2022 using the modified retrospective approach and applied it to all existing leases as of the adoption date. We will continue to present prior period amounts under ASC 840, Leases. In addition, we elected the package of practical expedients permitted under the transition guidance within the new standard which does not require us to reassess whether contracts that existed or expired prior to the adoption date contained an embedded lease, reassess historical lease classification, or evaluate initial direct costs for leases that were in effect at the adoption date. We did not elect the hindsight practical expedient related to determining the lease term.

As a result of implementing this guidance, we recognized $20.6 million in operating lease right-of-use assets as of January 1, 2022, and derecognized $2.4 million of previously recognized deferred rent. We also recorded $2.5 million in current operating lease liabilities and $18.1 million in operating lease liabilities, net of current portion in our condensed consolidated balance sheet as of January 1, 2022. The adoption of ASC 842 did not result in a cumulative-effect adjustment on retained earnings. See “Note 10—Leases” for additional details.

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which requires an entity to utilize the current expected credit loss (“CECL”) model to estimate its lifetime “expected credit loss” and record an allowance that, when deducted from the amortized cost basis of the financial asset, presents the net amount expected to be collected on the financial asset. The CECL model results in more timely

recognition of credit losses. This guidance also requires new disclosures for financial assets measured at amortized cost, loans, and available-for-sale debt securities. We adopted this standard as of January 1, 2022. The adoption did not have a material impact on our condensed consolidated financial statements.

In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805)—Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which requires an acquirer to recognize and measure contract assets and contract liabilities in accordance with ASC Topic 606. Under prior guidance, an acquirer generally recognized assets acquired and liabilities assumed in a business combination, including contract assets and contract liabilities arising from revenue contracts with customers, at fair value on the acquisition date. ASU No. 2021-08 results in the acquirer recording acquired contract assets and liabilities on the same basis that would have been recorded by the acquiree before the acquisition under ASC Topic 606, Revenue from Contracts with Customers. ASU No. 2021-08 is effective for fiscal years beginning after December 15, 2022, with early adoption permitted. We early adopted ASU No 2021-08 as of January 1, 2022 on a prospective basis and the adoption impact of the new standard was not material to our condensed consolidated financial statements. The standard did not impact our contract assets or liabilities prior to the adoption date.

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Revenue Recognition

3 Months Ended

Mar. 31, 2022

Revenue from Contract with Customer [Abstract]

Revenue Recognition

Revenue Recognition

The following table disaggregates revenue by type (in thousands):

	Three Months Ended March 31, 2022
	Platform		Professional Services and Other		Total
Timing of revenue recognition
Transferred over time	$	20,801	$	1,290	$	22,091
Transferred at a point in time	20,665		—		20,665
Total revenue	$	41,466	$	1,290	$	42,756

	Three Months Ended March 31, 2021
	Platform		Professional Services and Other		Total
Timing of revenue recognition
Transferred over time	$	14,543	$	1,200	$	15,743
Transferred at a point in time	20,380		—		20,380
Total revenue	$	34,923	$	1,200	$	36,123

Contract Balances

Contract Asset

Professional services revenue is generally recognized ratably over the implementation period, beginning on the commencement date of each contract. Platform revenue is recognized as the services are delivered. Under ASC Topic 606, Revenue from Contracts with Customers, we record a contract asset when revenue recognized on a contract exceeds the billings. Our standard billing terms are monthly; however, the billings may not be consistent with the pattern of recognition, based on when services are performed. Contract assets were $1.0 million for both periods ending March 31, 2022 and December 31, 2021.

Unearned Revenue

Unearned revenue primarily consists of billings or payments received in advance of revenue recognition from subscription services and is recognized as revenue when transfer of control to customers has occurred. During the three months ended March 31, 2022, we recognized $0.5 million of revenue related to contracts that were included in unearned revenue at December 31, 2021. During the three months ended March 31, 2021, we recognized $0.1 million of revenue related to contracts that were included in unearned revenue at December 31, 2020.

As of March 31, 2022, our remaining performance obligations were approximately $41.0 million, approximately 38% of which we expect to recognize as revenue over the next twelve months, and substantially all of the remaining revenue will be recognized thereafter over the next 24 to 48 months. These amounts only include contracts subject to a guaranteed fixed amount or the guaranteed minimum under variable contracts. Unrecognized revenues under contracts disclosed above do not include: (1) contracts with an original expected term of one year or less; (2) contracts for which variable consideration is determined based on the customer’s subsequent sale or usage; and (3) agreements for which our right to invoice corresponds with the value provided to the customer.

Deferred Contract Costs

The following table summarizes the activity of current and non-current deferred contract costs (in thousands):

Balance at December 31, 2021	$	6,183
Capitalization of deferred contract costs	586
Amortization of deferred contract costs	(828)
Balance at March 31, 2022	$	5,941

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Property and Equipment

3 Months Ended

Mar. 31, 2022

Property, Plant and Equipment [Abstract]

Property and Equipment

Property and Equipment

Property and equipment consisted of the following (in thousands):

	Estimated Useful Life (in Years)	As of  March 31, 2022		As of December 31, 2021
Computer and office equipment	3 - 5	$	1,933	$	1,800
Capitalized internal-use software	3	6,128		3,392
Furniture and fixtures	10	413		386
Leasehold improvements	Shorter of estimated useful life or remaining term of lease	384		374
Total property and equipment		8,858		5,952
Less: accumulated depreciation and amortization of internal-use software		(2,985)		(2,648)
Total property and equipment, net		$	5,873	$	3,304

Depreciation and amortization expense from property and equipment was approximately $0.3 million for each of the three months ended March 31, 2022 and 2021. For the three months ended March 31, 2022, we recorded a non-cash impairment charge of $0.5 million related to a portion of our internal-use software that was abandoned. This amount was recorded in research and development expenses within the condensed consolidated statement of operations and comprehensive loss.

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Acquisitions

3 Months Ended

Mar. 31, 2022

Business Combination and Asset Acquisition [Abstract]

Acquisitions

Acquisitions

Omnivore Acquisition

On February 20, 2022, we signed a definitive agreement to acquire Omnivore Technologies, Inc., (“Omnivore”) a restaurant technology provider that connects restaurants’ Point of Sale systems with technologies that improve efficiency and increase profitability. We closed the acquisition on March 4, 2022 for total consideration of approximately $49.4 million in cash, net of cash acquired.

The operating results of Omnivore have been included in our consolidated statement of operations and comprehensive loss since the acquisition date. Actual results of operations from the date of acquisition through March 31, 2022

and supplemental pro forma revenue and results of operations have not been presented because the effects were not material to the consolidated financial statements.

Purchase Price Allocation

The acquisition was accounted for under the acquisition method in accordance with ASC 805, Business Combinations. We recognized and measured the identifiable assets acquired and liabilities assumed at their estimated fair values on the date of acquisition. The following table summarizes the preliminary allocation of the purchase price to the fair value of the assets acquired and liabilities assumed of Omnivore as of March 4, 2022 (in thousands):

	Initial Fair Value Estimate
Accounts receivable	$	451
Other current assets	148
Operating lease right-of-use asset	236
Property and equipment	24
Other assets, noncurrent	9
Customer relationships	1,290
Developed technology	4,410
Trademark	150
Goodwill	44,745
Accounts payable	(198)
Accrued expenses and other current liabilities	(101)
Unearned revenue	(83)
Operating lease liability, current	(81)
Operating lease liability, noncurrent	(177)
Deferred tax liability, net	(1,421)
Total purchase price, net of cash acquired	$	49,402

Customer relationships were measured at fair value using the multiple-period excess earnings method under the income approach. Significant inputs used to measure the fair value include an estimate of projected revenue and costs associated with existing customers, and a discount rate of 11.0%.

Developed technology was measured at fair value using the relief-from-royalty method of the income approach. Significant inputs used to measure the fair value include an estimate of projected revenue from existing technology, a pre-tax royalty rate of 20.0% and a discount rate of 11.0%.

Trademark was measured at fair value using the relief-from-royalty method under the income approach. Significant inputs used to measure the fair value include an estimate of projected revenue from the trademark, a pre-tax royalty rate of 1.0% and a discount rate of 11.0%.

The preliminary purchase price allocation resulted in the recognition of $44.7 million of goodwill. Goodwill represents the future economic benefits expected to arise from other intangible assets acquired that do not qualify for separate recognition, including an experienced workforce that will help accelerate product development and go to market strategy, as well as expected future synergies generated by integrating Omnivore’s products with those in our existing platform. Accordingly, Omnivore will be reported along with our historical solutions under the same operating segment. None of the goodwill is expected to be deductible for tax purposes.

We recorded $1.0 million in transaction related expenses, primarily related to transaction related compensation, advisory, legal, valuation, and other professional fees, for the three months ended March 31, 2022. The transaction related

expenses are recorded within the consolidated statements of operations and comprehensive (loss) income as follows (in thousands):

Operating expenses:
Sales and marketing	79
General and administrative	929
Total transaction costs	$	1,008

We expect to finalize the purchase price allocation after management has further analyzed and assessed a number of the factors used in establishing the fair values of assets acquired and liabilities assumed as of the acquisition date, including, but not limited to, the working capital acquired.

Wisely Acquisition

On October 21, 2021, we signed a definitive agreement to acquire all of the outstanding shares of Wisely Inc. (“Wisely”), a customer intelligence and engagement platform for restaurants. We believe Wisely’s Customer Engagement and Front-of-House solutions complement our existing solution suite and enhance our value to our customers. We closed the acquisition on November 4, 2021 for total consideration of approximately $177.8 million, consisting of $75.2 million in cash (net of cash acquired), $96.6 million of Class A common stock, and $5.9 million of substituted stock options granted in connection with the acquisition. The fair values of the Class A common stock and substituted stock options were based on a price per Class A common share of $27.93, which is equal to the closing price of our Class A common stock on the date of the transaction. As a result of the equity consideration component, we issued approximately 3.5 million shares of our Class A common stock and granted approximately 0.2 million fully vested stock options at the acquisition date. The fair value of the substituted options granted was based upon the estimated value of vested stock options held by Wisely employees immediately prior to the acquisition.

We recorded $0.1 million in transaction related expenses, primarily related to legal and insurance fees, for the three months ended March 31, 2022 in general and administrative expenses within the condensed consolidated statement of operations and comprehensive loss.

During the three months ended March 31, 2022, we decreased goodwill by $0.1 million as a result of finalizing our working capital acquired. We expect to finalize the purchase price allocation after management has further analyzed and assessed a number of the factors used in establishing the fair values of assets acquired and liabilities assumed as of the acquisition date.

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Goodwill and Intangible Assets

3 Months Ended

Mar. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets

Goodwill and Intangible Assets

The following table summarizes the changes in the carrying amount of goodwill (in thousands):

Balance at December 31, 2021	$	162,956
Adjustment to Wisely acquisition	(94)
Acquisition of Omnivore	44,745
Balance at March 31, 2022	$	207,607

The gross book value and accumulated amortization of intangible assets, net, as of March 31, 2022 were as follows (in thousands):

	Weighted-average Remaining Useful Life (in years)	Gross Carrying Value		Accumulated Amortization		Net Carrying Value
Developed technology	5.7	$	14,595	$	(738)	$	13,857
Customer relationships	7.6	10,921		(502)		10,419
Trademark	2.7	486		(49)		437
Balance at March 31, 2022		$	26,002	$	(1,289)	$	24,713

Amortization expense associated with intangible assets was $0.8 million for the three months ended March 31, 2022. As of March 31, 2022, estimated amortization related to the identifiable acquisition-related intangible assets expected to be recognized in future periods was as follows (in thousands):

2022 (remaining)	$	2,975
2023	3,967
2024	3,949
2025	3,813
2026	3,804
Thereafter	6,205
Total	$	24,713

No goodwill or intangible asset impairment losses were recognized during the three months ended March 31, 2022. See “Note 5—Acquisitions” for additional information on the acquisitions of Omnivore and Wisely.

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Prepaid Expenses and Other Current Assets

3 Months Ended

Mar. 31, 2022

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

Prepaid Expenses and Other Current Assets

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consist of the following (in thousands):

	As of  March 31, 2022		As of December 31, 2021
Prepaid software licensing fees	$	2,894	$	1,888
Prepaid insurance	3,365		1,298
Other	3,504		2,532
Total prepaid expenses and other current assets	$	9,763	$	5,718

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Accrued Expenses and Other Liabilities

3 Months Ended

Mar. 31, 2022

Payables and Accruals [Abstract]

Accrued Expenses and Other Liabilities

Accrued Expenses and Other Liabilities

Accrued expenses and other current liabilities consisted of the following (in thousands):

	As of  March 31, 2022		As of December 31, 2021
Accrued delivery service partner fees	40,124		35,441
Accrued compensation and benefits	3,565		4,189
Other	2,350		2,421
Professional and consulting fees	2,103		1,806
Accrued taxes	1,430		1,538
Total accrued expenses and other current liabilities	$	49,572	$	45,395

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Line of Credit

3 Months Ended

Mar. 31, 2022

Debt Disclosure [Abstract]

Line of Credit

Line of Credit

In May 2012, we entered into a Loan and Security Agreement with Pacific Western Bank for a revolving line of credit with a maturity date of May 15, 2013 (the “Loan Agreement”). Since the Loan Agreement, we amended and restated the agreement in February 2020, and have executed subsequent amendments to extend the maturity date until June 30, 2022. Advances under the Formula Line bear interest equal to the greater of (A) 0.20% above Pacific Western Bank’s prime rate then in effect; or (B) 4.50%. Advances under the Non-Formula Line bear interest equal to the greater of (i) 0.75% above Pacific Western Bank’s prime rate then in effect; or (ii) 5.00%. Interest is due and payable monthly in arrears. We may prepay advances under the credit facility in whole or in part at any time without premium or penalty.

In April 2021, we amended the Loan Agreement and exercised our option to increase our available line of credit from $25.0 million to $35.0 million. Additionally, we amended our minimum EBITDA and minimum net revenue covenants,

which reset each annual period. In May 2021, we issued a letter of credit to DoorDash, Inc., or DoorDash, in the amount of $25.0 million in connection with our Restated Delivery Network Agreement.

In August 2021, we amended our Loan Agreement to maintain minimum cash deposits with Pacific Western Bank equal to the lesser of $75.0 million or an amount equal to 50% of all of our cash deposits with any bank, and to extend certain reporting requirements from 30 to 45 days after each quarter end.

In December 2021 and in connection with the Wisely Acquisition, we further amended our Loan Agreement to reflect Wisely LLC as an additional borrower.

In January 2022, we further amended our Loan Agreement (the “Fourth Amendment”) to extend the maturity date to May 12, 2022. In March 2022, we further amended our Loan Agreement (the “Fifth Amendment”) to provide consent for our acquisition of Omnivore and to set compliance thresholds for 2022. In May 2022, we further amended our Loan Agreement (the “Sixth Amendment”) to extend the maturity date to June 30, 2022. The foregoing description of the material terms of the Fourth Amendment, the Fifth Amendment, and Sixth Amendment does not purport to be complete and is subject to, and is qualified in its entirety by, reference to the full terms of the Fourth Amendment and the Fifth Amendment, which we have filed as exhibits to this Quarterly Report on Form 10-Q, and with respect to the Sixth Amendment, which we intend to file as an exhibit to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2022. We refer to the Loan Agreement, as amended, as the “Amended Loan Agreement.”

As of March 31, 2022, we had $8.6 million available under the Amended Loan Agreement, after consideration of $25.0 million in our letter of credit to DoorDash and $1.4 million in our letter of credit on the lease of our headquarters. As of March 31, 2022, we had no outstanding borrowings under the line of credit, and no amounts have been drawn against any of our letters of credit. Our obligations under the Amended Loan Agreement are secured by substantially all of our assets.

The Amended Loan Agreement contains customary affirmative and negative covenants, including covenants that require Pacific Western Bank’s consent to, among other things, merge or consolidate or acquire assets, make investments, incur additional indebtedness or guarantee indebtedness of others, pay dividends or redeem or repurchase any capital stock, enter into transactions with affiliates outside the ordinary course of business, and create liens on our assets. We are also required to comply with certain minimum EBITDA and minimum revenue covenants. We were in compliance with these covenants as of March 31, 2022.

The Amended Loan Agreement also contains events of default that include, among other things, non-payment defaults, covenant defaults, insolvency defaults, cross-defaults to other indebtedness and material obligations, judgment defaults, inaccuracy of representations and warranties, and a material adverse change. Any default that is not cured or waived could result in the acceleration of the obligations under the credit facility, an increase in the applicable interest rate under the credit facility to a per annum rate equal to 5.00% above the applicable interest rate and would permit Pacific Western Bank to exercise remedies with respect to all of the collateral that is securing the credit facility.

Pacific Western Bank has the right to terminate its obligation to make further advances to us immediately and without notice upon the occurrence and during the continuance of an event of default. We may terminate the Formula Line or the Non-Formula Line at any time prior to the maturity date, upon two business days written notice to Pacific Western Bank, at which time all then outstanding obligations arising under the Amended Loan Agreement, including any unpaid interest thereon, will accelerate and become immediately due and payable.

There was no interest expense related to the Amended Loan Agreement for each of the three months ended March 31, 2022 and 2021. Deferred financing costs related to the Loan Agreement and amendments thereto were capitalized and are included within other current and non-current assets as of March 31, 2022.

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Leases

3 Months Ended

Mar. 31, 2022

Leases [Abstract]

Leases

Leases We have non-cancelable operating leases for our headquarters in New York City (“Headquarters Lease”) that expires in May 2030 and for our former office that expires in September 2023. We sublease a portion of our former office space, which we ceased using in connection with the signing of the Headquarters Lease. The sublease expires in March 2023. As a result of the acquisition of Omnivore, we have a non-cancelable operating lease in Clearwater, Florida that expires in

January 2025. Our lease terms include periods under options to extend or terminate the leases. Currently, there are no operating leases where we believe it is reasonably certain that we will exercise any option to extend the initial term.

As disclosed in “Note 2—Significant Accounting Policies,” we adopted ASC 842 on January 1, 2022. We have elected the “package of practical expedients,” which permits us not to reassess under ASC 842 our prior conclusions on expired or existing leases about lease identification, lease classification, and initial direct costs. Payments of maintenance, utilities, and taxes, are expensed as incurred and excluded from right-of-use assets and lease liabilities, and were immaterial for the three months ended March 31, 2022. Furthermore, we elected to not capitalize leases with a term of 12 months or less and recognize the lease expense for such leases on a straight-line basis over the lease term.

The IBR is the rate of interest that we would have to pay to borrow on a collateralized basis over a similar term and amount equal to the lease payments in a similar economic environment. We determined our IBR by obtaining interest rates from various external financing sources and made certain adjustments to reflect the terms of the lease and type of the asset leased.

The elements of lease expense were as follows (in thousands):

	Three Months Ended March 31,
	2022
Operating lease costs	$	828
Other lease income	(87)
Total lease costs	$	741

Rent expense, excluding sublease income, under ASC 840, Leases, was $0.8 million for the three months ended March 31, 2021 and rental income was $0.1 million for the three months ended March 31, 2021.

Cash paid for amounts included in the initial measurement of lease liabilities were $0.9 million for the three months ended March 31, 2022.

As of March 31, 2022, the total remaining operating lease payments included in the measurement of lease liabilities are as follows (in thousands):

2022 (remaining)	$	2,717
2023	3,444
2024	2,877
2025	2,893
2026	2,960
Thereafter	10,114
Total future minimum lease payments	25,005
Less: imputed interest	(4,731)
Total	$	20,274

The weighted average remaining lease term and discount rate for the operating leases were as follows:

	As of March 31, 2022
Weighted average remaining lease term (years)	7.7 years
Weighted average discount rate	5.37%

As of December 31, 2021, our future minimum payments under non-cancelable leases for operating facilities as determined prior to the adoption of ASC 842 were as follows (in thousands):

2022	$	3,559
2023	3,352
2024	2,780
2025	2,885
2026	2,960
Thereafter	10,113
Total	$	25,649

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Stockholders' Equity

3 Months Ended

Mar. 31, 2022

Equity [Abstract]

Stockholders' Equity

Stockholders’ Equity

Changes in Capital Structure

On March 5, 2021, our Board of Directors and stockholders approved an amended and restated certificate of incorporation effecting a 17-for-1 forward stock split of our issued and outstanding shares of common stock and Series A, A-1, B, C, D, E preferred stock. Additionally, all outstanding equity instruments, including our time-based stock options, performance-based SARs, and preferred stock warrants, were adjusted to reflect the 17-for-1 forward stock split. The stock split was effected on March 5, 2021. The par value of the Class B common stock and redeemable convertible preferred stock was not adjusted as a result of the stock split. All issued and outstanding Class B common stock, redeemable convertible preferred stock, warrants to purchase shares of redeemable convertible preferred stock, and stock options, as well as the per share amounts, included in the accompanying financial statements have been adjusted to reflect this stock split for all periods presented.

On March 5, 2021, our Board of Directors and stockholders approved and we implemented a dual class common stock structure where all existing shares of common stock converted to Class B common stock and we authorized a new class of common stock, Class A common stock. The authorized share capital for Class A common stock is 1,700,000,000 and the authorized share capital for Class B common stock is 185,000,000. The Class A common stock is entitled to one vote per share and the Class B common stock is entitled to ten votes per share. The Class A and Class B common stock have the same rights and privileges and rank equally, share ratably, and are identical in all respects and for all matters except for voting, conversion, and transfer rights. The Class B common stock converts to Class A common stock at any time at the option of the holder. References in the accompanying financial statements have been adjusted to reflect the dual class common stock structure and the changes in the number of authorized shares of common stock. We also authorized a total of 20,000,000 shares of undesignated preferred stock, par value $0.001 per share. Effective March 5, 2021, 124,012,926 outstanding shares of common stock were converted into an equivalent number of shares of our Class B common stock.

Class A common stock and Class B common stock reserved for future issuance consisted of the following:

	As of March 31, 2022	As of December 31, 2021
Shares available for grant under employee stock purchase plan	3,760,115	3,760,115
Shares available for grant under stock option plan	19,714,647	18,994,572
Restricted stock units	3,573,464	1,082,980
Options issued and outstanding under stock option plan	35,445,788	36,716,816
Total common stock reserved for future issuance	62,494,014	60,554,483

Charitable Contributions

In March 2021, our Board of Directors approved the issuance of 1,729,189 shares of our Class A common stock to an independent donor-advised fund sponsor, Tides Foundation, in conjunction with our Olo for Good initiative. We donated 172,918 shares of our Class A common stock to Tides Foundation and recognized $5.1 million as a non-cash general and

administrative expense in our consolidated statement of operations for the three months ended March 31, 2021. We did not donate any shares during the three months ended March 31, 2022. Through March 31, 2022, we have donated a total of 345,836 shares of our Class A common stock. We expect to donate 1/10th of the total remaining approved shares into the fund annually.

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Stock-Based Compensation

3 Months Ended

Mar. 31, 2022

Share-based Payment Arrangement [Abstract]

Stock-Based Compensation

Stock-Based Compensation

Equity Incentive Plans

On March 5, 2021, our Board of Directors adopted our 2021 Equity Incentive Plan (“2021 Plan”). Prior to that date, we had established our 2015 Equity Incentive Plan (“2015 Plan”) and 2005 Equity Incentive Plan (“2005 Plan” and collectively with the 2021 Plan and 2015 Plan, the “Plans”). The 2021 Plan serves as the successor to the 2015 Plan and 2005 Plan and provides for the issuance of incentive and nonqualified stock options, SARs, restricted stock, and RSUs, to employees, directors, consultants, and advisors.

Stock options under the Plans may be granted with contractual terms of up to ten years (or five years if granted to a greater than 10.0% stockholder) and at prices no less than 100.0% of the estimated fair value of the shares on the date of grant as determined by our Board of Directors; provided, however, that the exercise price of an incentive stock option (“ISO”) and nonqualified stock option (“NSO”) granted to a greater than 10.0% stockholder shall not be less than 110.0% of the estimated fair value of the shares on the date of grant. Awards granted under the Plans generally vest over four years.

Certain stock options have an early exercise feature. Shares purchased pursuant to the early exercise of stock options are subject to repurchase until those shares vest; therefore, cash received in exchange for unvested shares exercised is recorded as a liability on the accompanying condensed balance sheets, and is reclassified to Class B common stock and additional paid-in capital as the shares vest. There were 98,889 and 120,088 early exercised shares outstanding as of March 31, 2022 and December 31, 2021, respectively. As of March 31, 2022, there is a liability in the amount of $0.3 million, of which $0.2 million was recorded in accrued expenses and other current liabilities in our balance sheet because vesting is within the next 12 months, and $0.1 million was recorded in other liabilities, non-current, because vesting is beyond the next 12 months.

On March 13, 2021, our Board of Directors adopted a non-employee director compensation policy that became effective upon our IPO. The policy provides for annual cash retainers for non-employee directors and an additional cash retainer for those non-employee directors that serve as chairpersons or members of our audit, compensation, and nominating and corporate governance committees. Additionally, directors will have the option to receive their annual retainer amounts in cash or equity. Each new non-employee director appointed to the Board of Directors after the IPO date will be granted an initial RSU award with a value of $0.3 million subject to vesting over a three-year period. Certain non-employee directors who had served for at least six months prior to the IPO effective date and did not have unvested equity awards were granted 39,870 RSU awards on March 17, 2021 with a total value of approximately $1.0 million, which will fully vest on the day immediately prior to our 2022 annual meeting of stockholders.

As of March 31, 2022 and December 31, 2021 the maximum number of shares authorized for issuance to participants under the Plans was 24,817,791 and 20,615,612, respectively. As of March 31, 2022 and December 31, 2021, the number of shares available for issuance to participants under the Plans was 19,714,647 and 18,994,572, respectively.

During the three months ended March 31, 2022 and 2021, no SARs were granted to employees. The SARs outstanding as of the time of the IPO were equity-classified and were measured at the grant date fair value. The SARs were vested and settled upon completion of the IPO and 1,642,570 shares of Class B common stock were issued in connection with this event. Compensation expense of $2.8 million was recognized for the three months ended March 31, 2021.

Restricted Stock Units

The following summarizes the activity for the unvested RSUs during the three months ended March 31, 2022:

	Shares	Weighted- Average Grant Date Fair Value
Unvested at December 31, 2021	1,082,980	$	27.70
Granted	2,740,027	18.78
Vested	(136,662)	20.32
Forfeited and canceled	(112,881)	23.25
Unvested at March 31, 2022	3,573,464	$	21.28

The total fair value of RSUs vested during the three months ended March 31, 2022 was $1.7 million. Future stock-based compensation for unvested RSUs awarded as of March 31, 2022 was approximately $71.3 million and is expected to be recognized over a weighted-average period of 3.66 years.

Stock Options

The following summarizes our stock option activity for the three months ended March 31, 2022 (in thousands, except share and per share amounts):

	Number of options outstanding	Weighted- average exercise price		Weighted- average remaining contractual term (In years)	Aggregate intrinsic value
As of December 31, 2021	36,716,816	$	3.55	5.76	$	633,730
Granted	859,038	15.75
Exercised	(1,851,334)	1.25
Forfeited	(278,732)	7.16
Vested and expected to vest as of March 31, 2022	35,445,788	$	3.94	5.71	$	330,083
Exercisable as of March 31, 2022	25,631,502	$	2.29	4.61	$	280,924

The following table summarizes the weighted-average grant date fair value of options granted, intrinsic value of options exercised, and grant date fair value of options vested for the three months ended March 31, 2022 and 2021 (in thousands, except per share amounts):

	Three Months Ended March 31,
	2022		2021
Weighted-average grant date fair value of options granted	$	15.75	$	10.50
Intrinsic value of options exercised	$	30,849	$	53,411
Total grant date fair value of options vested	$	13,699	$	5,950

Future stock-based compensation for unvested employee options granted and outstanding as of March 31, 2022 was $65.3 million and is expected to be recognized over a weighted-average period of 2.39 years.

Valuation Assumptions

We estimated the fair value of stock options granted using the Black-Scholes option pricing model with the following weighted-average assumptions:

	Three Months Ended March 31,
	2022	2021
Expected term (in years)	5.24	5.48 - 6.07
Volatility	32%	52%
Risk-free interest rate	1.62%	0.50% - 0.67%
Dividend yield	0%	0%
Fair value of underlying common stock	$15.75	$16.78 - $18.09

We elected to use the midpoint practical expedient to calculate the expected term.

2021 Employee Stock Purchase Plan

On March 5, 2021, our Board of Directors and stockholders adopted our ESPP. The ESPP became effective immediately prior to the IPO. The ESPP authorized the issuance of 3,900,000 shares of our Class A common stock pursuant to purchase rights granted to our employees or to employees of any of our designated affiliates. The number of shares of our Class A common stock reserved for issuance will automatically increase on January 1 of each calendar year, commencing on January 1, 2022 through January 1, 2031, by the lesser of (1) 1.0% of the total number of shares of our Class A common stock outstanding on December 31 of the preceding calendar year, or (2) 11,700,000 Class A common shares; provided, that prior to the date of any such increase, our Board of Directors may determine that such increase will be less than the amount set forth in clauses (1) and (2). Employees may contribute, normally through payroll deductions, up to 15% of their earnings for the purchase of our Class A common stock under the ESPP. Our Class A common stock will be purchased for the accounts of employees participating in the ESPP at a price per Class A common share equal to the lower of (a) 85% of the fair market value of our Class A common stock on the first trading date of an offering, or (b) 85% of the fair market value of our Class A common stock on the date of purchase. The current offering period began in December 2021 and ends in June 2022. For the three months ended March 31, 2022, we recorded approximately $0.4 million of compensation expense associated with our ESPP.

Stock-Based Compensation Expense

The classification of stock-based compensation expense, which includes expense for stock options, RSUs, SARs, and ESPP charges, by line item within the consolidated statements of operations and comprehensive (loss) income was as follows (in thousands):

	Three Months Ended March 31,
	2022		2021
Cost of revenue - platform	$	1,470	$	436
Cost of revenue - professional services and other	210		115
Research and development	3,398		3,452
General and administrative	5,038		3,858
Sales and marketing	1,592		388
Total stock-based compensation expense	$	11,708	$	8,249

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Warrants

3 Months Ended

Mar. 31, 2022

Equity [Abstract]

Warrants

Warrants 

Redeemable Convertible Preferred Stock Warrants

Prior to the IPO, warrants to purchase 1,682,847 shares of our outstanding redeemable convertible preferred stock were exercised and converted into redeemable convertible preferred stock. Upon completion of the IPO, all shares of our

outstanding redeemable convertible preferred stock, inclusive of the shares issued pursuant to these warrant exercises, converted into 100,196,780 shares of Class B common stock. The redeemable convertible preferred stock warrant liability was reclassified to additional paid-in capital in connection with the IPO. For the three months ended March 31, 2021, we recorded a fair value adjustment of approximately $18.9 million using the intrinsic value of each warrant on the date of the conversion immediately prior to the IPO, as the warrants were significantly in-the-money and the Black-Scholes inputs have a de minimis impact on their value.

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Income Taxes

3 Months Ended

Mar. 31, 2022

Income Tax Disclosure [Abstract]

Income Taxes

Income Taxes

We had an effective tax rate of 10.39% and (0.14)% for the three months ended March 31, 2022 and 2021, respectively. The effective tax rate for the three months ended March 31, 2022 is driven primarily by the release of a portion of our valuation allowance for deferred tax assets following the recording of a deferred income tax liability as part of our accounting for the acquisition of Omnivore and adjustments to the full valuation allowance on our deferred tax assets, partially offset by state taxes. We maintain a full valuation allowance on our net federal and state deferred tax assets as we have concluded that it is more likely than not that the deferred tax assets will not be realized.

We evaluated the available evidence supporting the realization of our deferred tax assets, including the amount and timing of future taxable income, and have determined that it is more likely than not that our net deferred tax assets will not be realized. Due to uncertainties surrounding the realization of the deferred tax assets, we maintain a full valuation allowance against substantially all of our net deferred tax assets. When we determine that we will be able to realize some portion or all of our deferred tax assets, an adjustment to our valuation allowance on our deferred tax assets would have the effect of increasing net income in the period such determination is made.

We applied ASC 740, Income Taxes, and determined that we do not have any uncertain positions that would result in a tax reserve for each of the three months ended March 31, 2022 and 2021. Our policy is to recognize interest and penalties related to uncertain tax positions in income tax expense. We are subject to U.S. federal tax authority and state tax authority examinations.

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Commitments and Contingencies

3 Months Ended

Mar. 31, 2022

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Commitments and Contingencies

Contingencies

Liabilities for loss contingencies arising from claims, assessments, litigation, fines, and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. If we determine that a loss is reasonably possible, and the loss or range of loss can be estimated, we will disclose the possible loss in the notes to our financial statements. Accounting for contingencies requires us to use judgment related to both the likelihood of a loss and the estimate of the amount or range of loss. Legal costs incurred in connection with loss contingencies are expensed as incurred.

We have also received, and may in the future continue to receive, claims from third parties asserting, among other things, infringement of their intellectual property rights. Future litigation may be necessary to defend ourselves or our customers by determining the scope, enforceability, and validity of third-party proprietary rights or to establish our proprietary rights. Defending such proceedings is costly and can impose a significant burden on management and employees. The results of any current or future litigation cannot be predicted with certainty, and regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources, and other factors.

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Net Loss per Share Attributable to Common Stockholders

3 Months Ended

Mar. 31, 2022

Earnings Per Share [Abstract]

Net Loss per Share Attributable to Common Stockholders

Net Loss per Share Attributable to Common Stockholders

A reconciliation of net loss available to common stockholders and the number of shares in the calculation of basic net loss per share is as follows (in thousands, except share and per share data):

	Three Months Ended March 31,
	2022		2021
Numerator:
Net loss and comprehensive loss	$	(11,509)	$	(26,457)
Less: accretion of redeemable convertible preferred stock to redemption value	—		(14)
Net loss attributable to Class A and Class B common stockholders—basic and diluted	$	(11,509)	$	(26,471)

	Three Months Ended March 31,
	2022		2021
Denominator:
Weighted-average Class A and Class B common shares outstanding—basic and diluted	159,190,371		41,855,757
Net loss per share attributable to Class A and Class B common stockholders––basic and diluted	$	(0.07)	$	(0.63)

The following participating securities were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented, because including them would have been anti-dilutive (on an as-converted basis):

	Three Months Ended March 31,
	2022	2021
Outstanding stock options	35,445,788	43,621,733
Outstanding restricted stock units	3,573,464	39,870
Outstanding shares estimated to be purchased under ESPP	112,116	—
Total	39,131,368	43,661,603

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Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2022

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements and accompanying notes were prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information and in accordance with the rules and regulations of the United States Securities and Exchange Commission (the

“SEC”). Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been omitted pursuant to such rules and regulations. The December 31, 2021 condensed consolidated balance sheet was derived from the audited financial statements as of that date, but may not include all disclosures including certain footnotes required by U.S. GAAP on an annual reporting basis.

These unaudited condensed consolidated financial statements have been prepared on a basis consistent with our annual financial statements and, in the opinion of management, reflect all adjustments, which include all normal recurring adjustments necessary to fairly state our financial position as of March 31, 2022 and our results of operations and comprehensive loss, our stockholders’ equity, and our cash flows for the three months ended March 31, 2022 and 2021. The results of operations for the three months ended March 31, 2022 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2022 or for any other future annual or interim period.

The information included in this Quarterly Report on Form 10-Q should be read in conjunction with the consolidated financial statements and related notes included in our Annual Report on Form 10-K filed with the SEC on February 25, 2022. All intercompany balances and transactions have been eliminated in consolidation.

Certain prior-year amounts have been reclassified to conform to the current year presentation.

Use of Estimates

Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period.

We regularly assess these estimates, including but not limited to, allowance for doubtful accounts, stock-based compensation including the determination of the fair value of our stock-based awards, realization of deferred tax assets, estimated life of our long lived assets, purchase price allocations for business combinations, valuation of the acquired intangibles purchased in a business combination, valuation of goodwill, estimated standalone selling price of our performance obligations, and estimated consideration for implementation services and transactional revenue in certain arrangements. We base these estimates on historical experience and on various other market-specific and relevant assumptions that we believe to be reasonable under the circumstances. Actual results could differ from these estimates and such differences could be material to our financial position and results of operations.

Concentrations of Business

Concentrations of Business and Credit RiskWe are exposed to concentrations of credit risk primarily through our cash held by financial institutions. We primarily deposit our cash with two financial institutions and the amount on deposit exceeds federally insured limits. As of March 31, 2022, 14% of our accounts receivable were due from one customer. As of December 31, 2021, no customer had a balance over 10% of our accounts receivable. For the three months ended March 31, 2022 and 2021, one customer accounted for 13% and 25% of our revenue, respectively.

Credit Risks

Concentrations of Business and Credit RiskWe are exposed to concentrations of credit risk primarily through our cash held by financial institutions. We primarily deposit our cash with two financial institutions and the amount on deposit exceeds federally insured limits. As of March 31, 2022, 14% of our accounts receivable were due from one customer. As of December 31, 2021, no customer had a balance over 10% of our accounts receivable. For the three months ended March 31, 2022 and 2021, one customer accounted for 13% and 25% of our revenue, respectively.

Accounts Receivable, Net

Accounts Receivable, Net

Accounts receivable, net are stated at net realizable value and include unbilled receivables. Unbilled receivables arise primarily from transactional services provided in advance of billing. Accounts receivable are net of an allowance for credit losses, are not collateralized, and do not bear interest. Payment terms vary by contract type but are generally due within 30

days. The accounts receivable balance at March 31, 2022 and December 31, 2021 included unbilled receivables of $0.3 million and $4.1 million, respectively.

We assess the collectability of outstanding accounts receivable on an ongoing basis and maintain an allowance for credit losses for accounts receivable deemed uncollectible. Upon adoption of Accounting Standards Update (“ASU”) 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, we analyzed our accounts receivable portfolio for significant risks, historical activity, and an estimate of future collectability to determine the amount that will ultimately be collected. This estimate is analyzed annually and adjusted as necessary or upon certain triggering events. Identified risks pertaining to our accounts receivable include the delinquency level, customer type, and current economic environment. Due to the short-term nature of such receivables, the estimate of the amount of accounts receivable that may not be collected is based on aging of the accounts receivable balances and the financial condition of customers.

The following summarizes our allowance for doubtful accounts activity (in thousands):

Balance at December 31, 2021	$	657
Provision for expected credit losses	248
Writeoffs	(228)
Balance at March 31, 2022	$	677

Business Combinations

Business Combinations

We account for acquisitions using the acquisition method of accounting and determine whether a transaction constitutes a business and is treated as a business combination or if the transaction does not constitute a business and is treated as an asset acquisition. The acquisition method of accounting requires, among other things, allocation of the fair value of purchase consideration to the tangible and intangible assets acquired and liabilities assumed at their estimated fair values on the acquisition date. The results of businesses acquired in a business combination are included in our consolidated financial statements from the date of acquisition.

Determining the fair value of assets acquired and liabilities assumed requires management to use significant judgment and estimates, including estimates of future revenue and adjusted earnings before interest and taxes and discount rates. Our estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ materially from estimates. Our estimates associated with the accounting for business combinations may change as additional information becomes available regarding the assets acquired and liabilities assumed. Any change in facts and circumstances that existed as of the acquisition date and impacts our estimates is recorded to goodwill if identified within the measurement period. Subsequent to the measurement period or our final determination of fair value of assets and liabilities, whichever is earlier, the adjustments will affect our earnings.

Transaction related expenses incurred in a business combination are not included as a component of consideration transferred, but are accounted for as an expense in the period in which the costs are incurred.

Goodwill and Intangible Assets

Goodwill and Intangible Assets

Goodwill represents the excess of the aggregate of the consideration transferred and the amount recognized for non-controlling interest, if any, over the fair value of identifiable assets acquired and liabilities assumed in a business combination. We have no intangible assets, other than goodwill, with indefinite useful lives.

Intangible assets other than goodwill are comprised of acquired developed technology, customer relationships, and trademarks. At initial recognition, intangible assets acquired in a business combination or asset acquisition are recognized at their fair value as of the date of acquisition. Following initial recognition, intangible assets are carried at acquisition date fair value less accumulated amortization and impairment losses, if any, and are amortized on a straight-line basis over the estimated useful life of the asset.

We review goodwill for impairment annually on October 1st (beginning day of the fourth quarter) of each fiscal year or whenever events or changes in circumstances indicate that an impairment may exist. In conducting our annual impairment test, we review qualitative factors to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount. If factors indicate that the fair value of the reporting unit is less than its carrying amount, we perform a

quantitative assessment and the fair value of the reporting unit is determined by analyzing the expected present value of future cash flows. If the carrying value of the reporting unit continues to exceed its fair value, the fair value of the reporting unit’s goodwill is calculated and an impairment loss equal to the excess is recorded.

We assess the impairment of intangible assets whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

Fair Value Measurement

Fair Value Measurement

Fair value is the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. We apply the following fair value hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement:

Level 1 inputs: Based on unadjusted quoted prices in active markets for identical assets or liabilities.

Level 2 inputs: Based on observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 inputs: Based on unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities, and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability.

The following summarizes assets and liabilities as of March 31, 2022 and December 31, 2021 that are measured at fair value on a recurring basis, by level, within the fair value hierarchy (in thousands):

	March 31, 2022
	Level 1		Level 2		Level 3
Cash and cash equivalents:
Money market funds	$	295,152	$	—	$	—
Total	$	295,152	$	—	$	—

	December 31, 2021
	Level 1		Level 2		Level 3
Cash and cash equivalents:
Money market funds	$	295,101	$	—	$	—
Total	$	295,101	$	—	$	—

There were no transfers of financial instruments between Level 1, Level 2, and Level 3 during the periods presented.

Our assets measured at fair value on a nonrecurring basis include long-lived assets and finite-lived intangibles, which are considered to be Level 3 inputs. During the three months ended March 31, 2021, we determined that the estimated fair value of a portion of our internal-use software was non-recoverable, and we recorded a non-cash impairment charge of $0.5 million, as more fully described in “Note 4—Property and Equipment.”

Accounts receivable, accounts payable and accrued expenses are stated at their carrying value, which approximates fair value due to the short time to the expected receipt or payment date.

Leases

Leases

Prior to the adoption of Accounting Standards Codification (“ASC”) 842, Leases, on January 1, 2022

We categorized leases at their inception as either operating or capital. In the ordinary course of business, we enter into non-cancelable operating leases for office space. We recognized lease costs on a straight-line basis and treated lease incentives as a reduction of rent expense over the term of the agreement. The difference between cash rent payments and rent expense was recorded as a deferred rent liability, with the amount expected to be amortized within the next twelve months classified as a current liability. We subleased a portion of our office space and recognize rental income on a straight-line basis as an offset to rent expense within general and administrative costs. The difference between cash rent payments received and rental income was recorded within prepaid expenses and other current assets.

Subsequent to the adoption of ASC 842 on January 1, 2022

We determine if an arrangement is a lease or contains a lease at inception. Our lease agreements are generally for office facilities, and the determination of whether such agreements contain leases generally does not require significant estimates or judgments. Our leases may also contain non-lease components such as payments of maintenance, utilities, and taxes, which we have elected to account for separately, as these amounts are readily determinable. At the commencement date of a lease, we recognize a liability to make lease payments and an asset representing the right to use the underlying asset during the lease term. The lease liability is measured at the present value of the minimum rental payments discounted using our incremental borrowing rate (“IBR”) over the lease term (or, if readily determinable, the rate implicit in the lease). The right-of-use (“ROU”) asset is measured at cost, which includes the initial measurement of the lease liability and initial direct costs incurred and excludes lease incentives. We subleased a portion of our office space and recognize rental income on a straight-line basis as an offset to other leases costs, net within general and administrative expenses.

The lease term used to measure ROU lease assets and lease liabilities may include renewal options which are deemed reasonably certain to be exercised. Operating lease costs are recognized on a straight-line basis over the lease term. Variable lease payments are expensed as incurred. Our leases do not contain any material residual value guarantees or material restrictive covenants.

Recently Adopted and Not Yet Adopted Accounting Pronouncements

Recently Adopted Accounting Pronouncements

In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-02, Leases (Topic 842) (“ASC 842”), which requires lessees to recognize the following for all leases (with the exception of short-term leases) at the commencement date: (i) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and (ii) a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. Additional disclosures are required to allow financial statement users to assess the amount, timing, and uncertainty of cash flows arising from leasing activities. A modified retrospective transition approach is required for leases existing at the time of adoption.

We adopted and began applying the standard on January 1, 2022 using the modified retrospective approach and applied it to all existing leases as of the adoption date. We will continue to present prior period amounts under ASC 840, Leases. In addition, we elected the package of practical expedients permitted under the transition guidance within the new standard which does not require us to reassess whether contracts that existed or expired prior to the adoption date contained an embedded lease, reassess historical lease classification, or evaluate initial direct costs for leases that were in effect at the adoption date. We did not elect the hindsight practical expedient related to determining the lease term.

As a result of implementing this guidance, we recognized $20.6 million in operating lease right-of-use assets as of January 1, 2022, and derecognized $2.4 million of previously recognized deferred rent. We also recorded $2.5 million in current operating lease liabilities and $18.1 million in operating lease liabilities, net of current portion in our condensed consolidated balance sheet as of January 1, 2022. The adoption of ASC 842 did not result in a cumulative-effect adjustment on retained earnings. See “Note 10—Leases” for additional details.

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which requires an entity to utilize the current expected credit loss (“CECL”) model to estimate its lifetime “expected credit loss” and record an allowance that, when deducted from the amortized cost basis of the financial asset, presents the net amount expected to be collected on the financial asset. The CECL model results in more timely

recognition of credit losses. This guidance also requires new disclosures for financial assets measured at amortized cost, loans, and available-for-sale debt securities. We adopted this standard as of January 1, 2022. The adoption did not have a material impact on our condensed consolidated financial statements.

In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805)—Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which requires an acquirer to recognize and measure contract assets and contract liabilities in accordance with ASC Topic 606. Under prior guidance, an acquirer generally recognized assets acquired and liabilities assumed in a business combination, including contract assets and contract liabilities arising from revenue contracts with customers, at fair value on the acquisition date. ASU No. 2021-08 results in the acquirer recording acquired contract assets and liabilities on the same basis that would have been recorded by the acquiree before the acquisition under ASC Topic 606, Revenue from Contracts with Customers. ASU No. 2021-08 is effective for fiscal years beginning after December 15, 2022, with early adoption permitted. We early adopted ASU No 2021-08 as of January 1, 2022 on a prospective basis and the adoption impact of the new standard was not material to our condensed consolidated financial statements. The standard did not impact our contract assets or liabilities prior to the adoption date.

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Significant Accounting Policies (Tables)

3 Months Ended

Mar. 31, 2022

Accounting Policies [Abstract]

Rollforward of Allowance for Doubtful Accounts

The following summarizes our allowance for doubtful accounts activity (in thousands):

Balance at December 31, 2021	$	657
Provision for expected credit losses	248
Writeoffs	(228)
Balance at March 31, 2022	$	677

Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis

The following summarizes assets and liabilities as of March 31, 2022 and December 31, 2021 that are measured at fair value on a recurring basis, by level, within the fair value hierarchy (in thousands):

	March 31, 2022
	Level 1		Level 2		Level 3
Cash and cash equivalents:
Money market funds	$	295,152	$	—	$	—
Total	$	295,152	$	—	$	—

	December 31, 2021
	Level 1		Level 2		Level 3
Cash and cash equivalents:
Money market funds	$	295,101	$	—	$	—
Total	$	295,101	$	—	$	—

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Revenue Recognition (Tables)

3 Months Ended

Mar. 31, 2022

Revenue from Contract with Customer [Abstract]

Schedule of Disaggregation of Revenue

The following table disaggregates revenue by type (in thousands):

	Three Months Ended March 31, 2022
	Platform		Professional Services and Other		Total
Timing of revenue recognition
Transferred over time	$	20,801	$	1,290	$	22,091
Transferred at a point in time	20,665		—		20,665
Total revenue	$	41,466	$	1,290	$	42,756

	Three Months Ended March 31, 2021
	Platform		Professional Services and Other		Total
Timing of revenue recognition
Transferred over time	$	14,543	$	1,200	$	15,743
Transferred at a point in time	20,380		—		20,380
Total revenue	$	34,923	$	1,200	$	36,123

Schedule of Current and Non-current Deferred Contract Costs

The following table summarizes the activity of current and non-current deferred contract costs (in thousands):

Balance at December 31, 2021	$	6,183
Capitalization of deferred contract costs	586
Amortization of deferred contract costs	(828)
Balance at March 31, 2022	$	5,941

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Property and Equipment (Tables)

3 Months Ended

Mar. 31, 2022

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment

Property and equipment consisted of the following (in thousands):

	Estimated Useful Life (in Years)	As of  March 31, 2022		As of December 31, 2021
Computer and office equipment	3 - 5	$	1,933	$	1,800
Capitalized internal-use software	3	6,128		3,392
Furniture and fixtures	10	413		386
Leasehold improvements	Shorter of estimated useful life or remaining term of lease	384		374
Total property and equipment		8,858		5,952
Less: accumulated depreciation and amortization of internal-use software		(2,985)		(2,648)
Total property and equipment, net		$	5,873	$	3,304

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Acquisitions (Tables)

3 Months Ended

Mar. 31, 2022

Business Combination and Asset Acquisition [Abstract]

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

The following table summarizes the preliminary allocation of the purchase price to the fair value of the assets acquired and liabilities assumed of Omnivore as of March 4, 2022 (in thousands):

	Initial Fair Value Estimate
Accounts receivable	$	451
Other current assets	148
Operating lease right-of-use asset	236
Property and equipment	24
Other assets, noncurrent	9
Customer relationships	1,290
Developed technology	4,410
Trademark	150
Goodwill	44,745
Accounts payable	(198)
Accrued expenses and other current liabilities	(101)
Unearned revenue	(83)
Operating lease liability, current	(81)
Operating lease liability, noncurrent	(177)
Deferred tax liability, net	(1,421)
Total purchase price, net of cash acquired	$	49,402

Business Combination, Transaction Costs

The transaction related

expenses are recorded within the consolidated statements of operations and comprehensive (loss) income as follows (in thousands):

Operating expenses:
Sales and marketing	79
General and administrative	929
Total transaction costs	$	1,008

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Goodwill and Intangible Assets (Tables)

3 Months Ended

Mar. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Goodwill

The following table summarizes the changes in the carrying amount of goodwill (in thousands):

Balance at December 31, 2021	$	162,956
Adjustment to Wisely acquisition	(94)
Acquisition of Omnivore	44,745
Balance at March 31, 2022	$	207,607

Schedule of Finite-Lived Intangible Assets

The gross book value and accumulated amortization of intangible assets, net, as of March 31, 2022 were as follows (in thousands):

	Weighted-average Remaining Useful Life (in years)	Gross Carrying Value		Accumulated Amortization		Net Carrying Value
Developed technology	5.7	$	14,595	$	(738)	$	13,857
Customer relationships	7.6	10,921		(502)		10,419
Trademark	2.7	486		(49)		437
Balance at March 31, 2022		$	26,002	$	(1,289)	$	24,713

Schedule of Finite-Lived Intangible Assets, Future Amortization Expense

As of March 31, 2022, estimated amortization related to the identifiable acquisition-related intangible assets expected to be recognized in future periods was as follows (in thousands):

2022 (remaining)	$	2,975
2023	3,967
2024	3,949
2025	3,813
2026	3,804
Thereafter	6,205
Total	$	24,713

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Prepaid Expenses and Other Current Assets (Tables)

3 Months Ended

Mar. 31, 2022

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

Schedule of Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consist of the following (in thousands):

	As of  March 31, 2022		As of December 31, 2021
Prepaid software licensing fees	$	2,894	$	1,888
Prepaid insurance	3,365		1,298
Other	3,504		2,532
Total prepaid expenses and other current assets	$	9,763	$	5,718

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Accrued Expenses and Other Liabilities (Tables)

3 Months Ended

Mar. 31, 2022

Payables and Accruals [Abstract]

Schedule of Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following (in thousands):

	As of  March 31, 2022		As of December 31, 2021
Accrued delivery service partner fees	40,124		35,441
Accrued compensation and benefits	3,565		4,189
Other	2,350		2,421
Professional and consulting fees	2,103		1,806
Accrued taxes	1,430		1,538
Total accrued expenses and other current liabilities	$	49,572	$	45,395

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Leases (Tables)

3 Months Ended

Mar. 31, 2022

Leases [Abstract]

Schedule of Lease Costs

The elements of lease expense were as follows (in thousands):

	Three Months Ended March 31,
	2022
Operating lease costs	$	828
Other lease income	(87)
Total lease costs	$	741

The weighted average remaining lease term and discount rate for the operating leases were as follows:

	As of March 31, 2022
Weighted average remaining lease term (years)	7.7 years
Weighted average discount rate	5.37%

Schedule of Payments Under Non-cancelable Operating Leases

As of March 31, 2022, the total remaining operating lease payments included in the measurement of lease liabilities are as follows (in thousands):

2022 (remaining)	$	2,717
2023	3,444
2024	2,877
2025	2,893
2026	2,960
Thereafter	10,114
Total future minimum lease payments	25,005
Less: imputed interest	(4,731)
Total	$	20,274

Schedule of Future Minimum Rental Payments for Operating Leases

As of December 31, 2021, our future minimum payments under non-cancelable leases for operating facilities as determined prior to the adoption of ASC 842 were as follows (in thousands):

2022	$	3,559
2023	3,352
2024	2,780
2025	2,885
2026	2,960
Thereafter	10,113
Total	$	25,649

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Stockholders' Equity (Tables)

3 Months Ended

Mar. 31, 2022

Equity [Abstract]

Schedule of Common Stock Reserved for Future Issuance

Class A common stock and Class B common stock reserved for future issuance consisted of the following:

	As of March 31, 2022	As of December 31, 2021
Shares available for grant under employee stock purchase plan	3,760,115	3,760,115
Shares available for grant under stock option plan	19,714,647	18,994,572
Restricted stock units	3,573,464	1,082,980
Options issued and outstanding under stock option plan	35,445,788	36,716,816
Total common stock reserved for future issuance	62,494,014	60,554,483

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Stock-Based Compensation (Tables)

3 Months Ended

Mar. 31, 2022

Share-based Payment Arrangement [Abstract]

Share-based Payment Arrangement, Restricted Stock Unit, Activity

The following summarizes the activity for the unvested RSUs during the three months ended March 31, 2022:

	Shares	Weighted- Average Grant Date Fair Value
Unvested at December 31, 2021	1,082,980	$	27.70
Granted	2,740,027	18.78
Vested	(136,662)	20.32
Forfeited and canceled	(112,881)	23.25
Unvested at March 31, 2022	3,573,464	$	21.28

Schedule of Stock Options

The following summarizes our stock option activity for the three months ended March 31, 2022 (in thousands, except share and per share amounts):

	Number of options outstanding	Weighted- average exercise price		Weighted- average remaining contractual term (In years)	Aggregate intrinsic value
As of December 31, 2021	36,716,816	$	3.55	5.76	$	633,730
Granted	859,038	15.75
Exercised	(1,851,334)	1.25
Forfeited	(278,732)	7.16
Vested and expected to vest as of March 31, 2022	35,445,788	$	3.94	5.71	$	330,083
Exercisable as of March 31, 2022	25,631,502	$	2.29	4.61	$	280,924

Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value

The following table summarizes the weighted-average grant date fair value of options granted, intrinsic value of options exercised, and grant date fair value of options vested for the three months ended March 31, 2022 and 2021 (in thousands, except per share amounts):

	Three Months Ended March 31,
	2022		2021
Weighted-average grant date fair value of options granted	$	15.75	$	10.50
Intrinsic value of options exercised	$	30,849	$	53,411
Total grant date fair value of options vested	$	13,699	$	5,950

Schedule of Black-Scholes Option Pricing Model Assumptions

We estimated the fair value of stock options granted using the Black-Scholes option pricing model with the following weighted-average assumptions:

	Three Months Ended March 31,
	2022	2021
Expected term (in years)	5.24	5.48 - 6.07
Volatility	32%	52%
Risk-free interest rate	1.62%	0.50% - 0.67%
Dividend yield	0%	0%
Fair value of underlying common stock	$15.75	$16.78 - $18.09

Schedule of Stock-based Compensation By Statement of Operations Line Item

The classification of stock-based compensation expense, which includes expense for stock options, RSUs, SARs, and ESPP charges, by line item within the consolidated statements of operations and comprehensive (loss) income was as follows (in thousands):

	Three Months Ended March 31,
	2022		2021
Cost of revenue - platform	$	1,470	$	436
Cost of revenue - professional services and other	210		115
Research and development	3,398		3,452
General and administrative	5,038		3,858
Sales and marketing	1,592		388
Total stock-based compensation expense	$	11,708	$	8,249

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Net Loss per Share Attributable to Common Stockholders (Tables)

3 Months Ended

Mar. 31, 2022

Earnings Per Share [Abstract]

Schedule of Net Loss Available to Common Stockholders

A reconciliation of net loss available to common stockholders and the number of shares in the calculation of basic net loss per share is as follows (in thousands, except share and per share data):

	Three Months Ended March 31,
	2022		2021
Numerator:
Net loss and comprehensive loss	$	(11,509)	$	(26,457)
Less: accretion of redeemable convertible preferred stock to redemption value	—		(14)
Net loss attributable to Class A and Class B common stockholders—basic and diluted	$	(11,509)	$	(26,471)

	Three Months Ended March 31,
	2022		2021
Denominator:
Weighted-average Class A and Class B common shares outstanding—basic and diluted	159,190,371		41,855,757
Net loss per share attributable to Class A and Class B common stockholders––basic and diluted	$	(0.07)	$	(0.63)

Schedule of Anti-dilutive Securities Excluded from Loss per Share

The following participating securities were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented, because including them would have been anti-dilutive (on an as-converted basis):

	Three Months Ended March 31,
	2022	2021
Outstanding stock options	35,445,788	43,621,733
Outstanding restricted stock units	3,573,464	39,870
Outstanding shares estimated to be purchased under ESPP	112,116	—
Total	39,131,368	43,661,603

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Business (Details) - USD ($) $ / shares in Units, $ in Thousands			3 Months Ended
	Mar. 19, 2021	Mar. 18, 2021	Mar. 31, 2022	Mar. 31, 2021
Class of Stock [Line Items]
Stock issuance costs			$ 226	$ 448
Issuance of preferred stock on exercises of warrants (in shares)				1,681,848
IPO
Class of Stock [Line Items]
Stock issuance costs	$ 6,600
Common Class A | IPO
Class of Stock [Line Items]
Shares issued and sold (in shares)	20,700,000
Public offing price per share (in USD per share)	$ 25.00
Proceeds from public offering	$ 485,500
Redeemable Convertible Preferred Stock
Class of Stock [Line Items]
Issuance of preferred stock on exercises of warrants (in shares)		1,682,847
Common Class B
Class of Stock [Line Items]
Shares converted (in shares)		100,196,780
Common Class B | Stock Appreciation Rights (SARs)
Class of Stock [Line Items]
Shares issued upon vesting and settlement (in shares)		1,642,570

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Significant Accounting Policies - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021	Jan. 01, 2022
Property, Plant and Equipment [Line Items]
Unbilled receivables	$ 300		$ 4,100
Impairment of internal-use software	475	$ 0
Operating lease right-of-use asset	17,920		0	$ 20,600
Deferred rent				2,400
Operating lease liability, current	$ 2,594		$ 0	2,500
Operating lease, liability, non current, net of current				$ 18,100
Accounts Receivable | Customer Concentration Risk | Largest Customer
Property, Plant and Equipment [Line Items]
Concentration risk	14.00%		0.00%
Revenue Benchmark | Customer Concentration Risk | Largest Customer
Property, Plant and Equipment [Line Items]
Concentration risk	13.00%	25.00%

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Significant Accounting Policies - Schedule of Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Accounts Receivable, Allowance for Credit Loss [Roll Forward]
Beginning allowance	$ 657
Provision for expected credit losses	248	$ 88
Writeoffs	(228)
Ending allowance	$ 677

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Significant Accounting Policies - Schedule of Assets and Liabilities Measured at Fair Value (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value asset	$ 295,152	$ 295,101
Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value asset	0	0
Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value asset	0	0
Money market funds | Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value asset	295,152	295,101
Money market funds | Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value asset	0	0
Money market funds | Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value asset	$ 0	$ 0

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Revenue Recognition - Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Disaggregation of Revenue [Line Items]
Revenue:	$ 42,756	$ 36,123
Transferred over time
Disaggregation of Revenue [Line Items]
Revenue:	22,091	15,743
Transferred at a point in time
Disaggregation of Revenue [Line Items]
Revenue:	20,665	20,380
Platform
Disaggregation of Revenue [Line Items]
Revenue:	41,466	34,923
Platform | Transferred over time
Disaggregation of Revenue [Line Items]
Revenue:	20,801	14,543
Platform | Transferred at a point in time
Disaggregation of Revenue [Line Items]
Revenue:	20,665	20,380
Professional services and other
Disaggregation of Revenue [Line Items]
Revenue:	1,290	1,200
Professional services and other | Transferred over time
Disaggregation of Revenue [Line Items]
Revenue:	1,290	1,200
Professional services and other | Transferred at a point in time
Disaggregation of Revenue [Line Items]
Revenue:	$ 0	$ 0

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Revenue Recognition - Narrative (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Contract assets	$ 1.0		$ 1.0
Revenue recognized previously unearned	0.5	$ 0.1
Remaining performance obligations	$ 41.0
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-04-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Percent of remaining performance obligation expected to be recognized	38.00%
Revenue, remaining performance obligation, period	12 months
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-04-01 | Minimum
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, remaining performance obligation, period	24 months
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-04-01 | Maximum
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, remaining performance obligation, period	48 months

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Revenue Recognition - Deferred Contract Costs (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2022 USD ($)
Capitalized Contract Cost [Roll Forward]
Capitalized contract cost balance at beginning of period	$ 6,183
Capitalization of deferred contract costs	586
Amortization of deferred contract costs	(828)
Capitalized contract cost balance at end of period	$ 5,941

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Property and Equipment (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 8,858		$ 5,952
Less: accumulated depreciation and amortization of internal-use software	(2,985)		(2,648)
Total property and equipment, net	5,873		3,304
Depreciation	300	$ 300
Computer and office equipment
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 1,933		1,800
Computer and office equipment | Minimum
Property, Plant and Equipment [Line Items]
Estimated Useful Life (in Years)	3 years
Computer and office equipment | Maximum
Property, Plant and Equipment [Line Items]
Estimated Useful Life (in Years)	5 years
Capitalized internal-use software
Property, Plant and Equipment [Line Items]
Estimated Useful Life (in Years)	3 years
Property and equipment, gross	$ 6,128		3,392
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Estimated Useful Life (in Years)	10 years
Property and equipment, gross	$ 413		386
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 384		$ 374

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Acquisitions - Additional Information (Details)			3 Months Ended
	Mar. 04, 2022 USD ($)	Nov. 04, 2021 USD ($) $ / shares shares	Mar. 31, 2022 USD ($) shares	Mar. 31, 2021 USD ($)	Dec. 31, 2021 USD ($)
Asset Acquisition [Line Items]
Goodwill			$ 207,607,000		$ 162,956,000
Acquisition, net of cash acquired			$ 49,308,000	$ 0
SARs granted (in shares) | shares			859,038
Adjustment to Wisely acquisition			$ (94,000)
Omnivore Technologies, Inc.
Asset Acquisition [Line Items]
Business combination consideration transferred	$ 49,400,000
Goodwill	44,745,000
Goodwill, deductible for tax purposes	$ 0
Total transaction costs			1,008,000
Omnivore Technologies, Inc. | Customer relationships | Discount Rate
Asset Acquisition [Line Items]
Intangible assets, measurement input	0.110
Omnivore Technologies, Inc. | Developed technology | Pre Tax Royalty Rate
Asset Acquisition [Line Items]
Intangible assets, measurement input	0.200
Omnivore Technologies, Inc. | Developed technology | Discount Rate
Asset Acquisition [Line Items]
Intangible assets, measurement input	0.110
Omnivore Technologies, Inc. | Trademark | Pre Tax Royalty Rate
Asset Acquisition [Line Items]
Intangible assets, measurement input	0.010
Omnivore Technologies, Inc. | Trademark | Discount Rate
Asset Acquisition [Line Items]
Intangible assets, measurement input	0.110
Wisely Inc.
Asset Acquisition [Line Items]
Business combination consideration transferred		$ 177,800,000
Total transaction costs			100,000
Acquisition, net of cash acquired		75,200,000
Issuance of Class A common stock		96,600,000
Fair value of substituted stock options		$ 5,900,000
Business acquisition, share price (usd per share) | $ / shares		$ 27.93
Business acquisition, equity interest issued or issuable, number of shares (in shares) | shares		3,500,000
SARs granted (in shares) | shares		200,000
Adjustment to Wisely acquisition			$ (100,000)

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Acquisitions - Allocation (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Mar. 04, 2022	Dec. 31, 2021
Business Acquisition [Line Items]
Goodwill	$ 207,607		$ 162,956
Omnivore Technologies, Inc.
Business Acquisition [Line Items]
Accounts receivable		$ 451
Other current assets		148
Operating lease right-of-use asset		236
Property and equipment		24
Other assets, noncurrent		9
Goodwill		44,745
Accounts payable		(198)
Accrued expenses and other current liabilities		(101)
Unearned revenue		(83)
Operating lease liability, current		(81)
Operating lease liability, noncurrent		(177)
Deferred tax liability, net		(1,421)
Total purchase price, net of cash acquired		49,402
Omnivore Technologies, Inc. | Customer relationships
Business Acquisition [Line Items]
Intangible assets		1,290
Omnivore Technologies, Inc. | Developed technology
Business Acquisition [Line Items]
Intangible assets		4,410
Omnivore Technologies, Inc. | Trademark
Business Acquisition [Line Items]
Intangible assets		$ 150

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Acquisitions - Transaction Costs (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Asset Acquisition [Line Items]
Sales and marketing	$ 8,070	$ 3,836
General and administrative	17,961	$ 18,454
Omnivore Technologies, Inc.
Asset Acquisition [Line Items]
Sales and marketing	79
General and administrative	929
Total transaction costs	$ 1,008

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Acquisitions - Purchase Consideration (Details) - USD ($) $ in Thousands		3 Months Ended
	Nov. 04, 2021	Mar. 31, 2022	Mar. 31, 2021
Asset Acquisition [Line Items]
Acquisition, net of cash acquired		$ 49,308	$ 0
Wisely Inc.
Asset Acquisition [Line Items]
Acquisition, net of cash acquired	$ 75,200
Issuance of Class A common stock	96,600
Fair value of substituted stock options	5,900
Total purchase price, net of cash acquired	$ 177,800

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Goodwill and Intangible Assets - Rollforward (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2022 USD ($)
Goodwill [Roll Forward]
Balance as of the beginning of the period	$ 162,956
Adjustment to Wisely acquisition	(94)
Acquisition of Omnivore	44,745
Balance as of the end of the period	$ 207,607

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Goodwill and Intangible Assets - Gross Book Value (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	$ 26,002
Accumulated Amortization	(1,289)
Net Carrying Value	$ 24,713	$ 19,635
Developed technology
Finite-Lived Intangible Assets [Line Items]
Weighted average useful life	5 years 8 months 12 days
Gross Carrying Value	$ 14,595
Accumulated Amortization	(738)
Net Carrying Value	$ 13,857
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Weighted average useful life	7 years 7 months 6 days
Gross Carrying Value	$ 10,921
Accumulated Amortization	(502)
Net Carrying Value	$ 10,419
Trademark
Finite-Lived Intangible Assets [Line Items]
Weighted average useful life	2 years 8 months 12 days
Gross Carrying Value	$ 486
Accumulated Amortization	(49)
Net Carrying Value	$ 437

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Goodwill and Intangible Assets - Narrative (Details) $ in Millions	3 Months Ended
	Mar. 31, 2022 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization of intangible assets	$ 0.8

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Goodwill and Intangible Assets - Future Amortization (Details) $ in Thousands	Mar. 31, 2022 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
2022 (remaining)	$ 2,975
2023	3,967
2024	3,949
2025	3,813
2026	3,804
Thereafter	6,205
Total	$ 24,713

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Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Prepaid software licensing fees	$ 2,894	$ 1,888
Prepaid insurance	3,365	1,298
Other	3,504	2,532
Total prepaid expenses and other current assets	$ 9,763	$ 5,718

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Accrued Expenses and Other Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Payables and Accruals [Abstract]
Accrued delivery service partner fees	$ 40,124	$ 35,441
Accrued compensation and benefits	3,565	4,189
Other	2,350	2,421
Professional and consulting fees	2,103	1,806
Accrued taxes	1,430	1,538
Total accrued expenses and other current liabilities	$ 49,572	$ 45,395

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Line of Credit (Details) - USD ($)	3 Months Ended
	Mar. 31, 2022	Aug. 01, 2021	May 06, 2021	Apr. 30, 2021	Mar. 31, 2021
Revolving Credit Facility | Letter of Credit
Debt Instrument [Line Items]
Letters of credit outstanding, amount	$ 1,400,000
Revolving Credit Facility | Line of Credit
Debt Instrument [Line Items]
Maximum borrowing capacity				$ 35,000,000	$ 25,000,000
Line of credit facility, cash deposits requirement		$ 75,000,000
Line of credit facility, requirement percentage		50.00%
Current borrowing capacity	8,600,000
Outstanding balance of credit	$ 0
Failure to cure default, increase in interest rate	5.00%
Non-Formula Line | Revolving Credit Facility | Line of Credit
Debt Instrument [Line Items]
Interest rate	5.00%
Non-Formula Line | Revolving Credit Facility | Prime Rate | Line of Credit
Debt Instrument [Line Items]
Basis spread	0.75%
Formula Line | Revolving Credit Facility | Line of Credit
Debt Instrument [Line Items]
Interest rate	4.50%
Formula Line | Revolving Credit Facility | Prime Rate | Line of Credit
Debt Instrument [Line Items]
Basis spread	0.20%
DoorDash Agreement | Letter of Credit
Debt Instrument [Line Items]
Letter of credit issued amount	$ 25,000,000		$ 25,000,000
Amounts drawn against letter of credit	$ 0

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Leases - Lease Expenses (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Leases [Abstract]
Operating lease costs	$ 828
Other lease income	(87)	$ (100)
Total lease costs	$ 741

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Leases - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Leases [Abstract]
Rent expense		$ 800
Rental income	$ 87	$ 100
Operating lease, payments	$ 900

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Leases - Maturities (Details) $ in Thousands	Mar. 31, 2022 USD ($)
Leases [Abstract]
2022 (remaining)	$ 2,717
2023	3,444
2024	2,877
2025	2,893
2026	2,960
Thereafter	10,114
Total future minimum lease payments	25,005
Lessee, Operating Lease, Liability, Undiscounted Excess Amount	(4,731)
Total	$ 20,274

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Leases - Weighted Average (Details)	Mar. 31, 2022
Leases [Abstract]
Weighted average remaining lease term (years)	7 years 8 months 12 days
Weighted average discount rate	5.37%

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Leases - Maturities Prior to Adoption (Details) $ in Thousands	Dec. 31, 2021 USD ($)
Leases [Abstract]
2022	$ 3,559
2023	3,352
2024	2,780
2025	2,885
2026	2,960
Thereafter	10,113
Total	$ 25,649

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Stockholders' Equity - Narrative (Details) $ / shares in Units, $ in Thousands		1 Months Ended	3 Months Ended
	Mar. 05, 2021 vote $ / shares shares	Mar. 31, 2021 shares	Mar. 31, 2021 USD ($) shares	Mar. 31, 2022 $ / shares shares	Dec. 31, 2021 $ / shares shares
Class of Stock [Line Items]
Stock split ratio	17
Preferred stock, shares authorized (in shares)	20,000,000			20,000,000	20,000,000
Preferred stock, par value (in USD per share) | $ / shares	$ 0.001			$ 0.001	$ 0.001
Issuance of common stock in connection with charitable donation | $			$ 5,125
Common Class A
Class of Stock [Line Items]
Common stock authorized (in shares)	1,700,000,000			1,700,000,000	1,700,000,000
Number of votes per share of common stock | vote	1
Outstanding shares reclassified (in shares)				89,660,186	78,550,530
Approved shares for issuance in connection with charitable donation (in shares)		1,729,189
Issuance of common stock in connection with charitable donation (in shares)			172,918
Issuance of common stock in connection with charitable donation | $			$ 5,100
Donated shares (in shares)				345,836
Common Class B
Class of Stock [Line Items]
Common stock authorized (in shares)	185,000,000			185,000,000	185,000,000
Number of votes per share of common stock | vote	10
Outstanding shares reclassified (in shares)	124,012,926			70,027,999	79,149,659

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Stockholders' Equity - Common Stock Reserved for Future Issuance (Details) - shares	Mar. 31, 2022	Dec. 31, 2021
Class of Stock [Line Items]
Common stock reserved for future issuance (in shares)	62,494,014	60,554,483
Shares available for grant under employee stock purchase plan
Class of Stock [Line Items]
Common stock reserved for future issuance (in shares)	3,760,115	3,760,115
Outstanding stock options
Class of Stock [Line Items]
Common stock reserved for future issuance (in shares)	19,714,647	18,994,572
Restricted stock units
Class of Stock [Line Items]
Common stock reserved for future issuance (in shares)	3,573,464	1,082,980
Options issued and outstanding under stock option plan
Class of Stock [Line Items]
Common stock reserved for future issuance (in shares)	35,445,788	36,716,816

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Stock-Based Compensation - Narrative (Details) - USD ($) $ in Thousands					3 Months Ended
	Mar. 18, 2021	Mar. 17, 2021	Mar. 13, 2021	Mar. 05, 2021	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Outstanding shares exercised early (in shares)					98,889		120,088
Liability recorded for unvested shares exercised early					$ 300
Accrued expenses and other liabilities recorded for unvested shares exercised early					200
Other liabilities, non-current, recorded for unvested shares exercised early					$ 100
Common shares authorized for issuance (in shares)					24,817,791		20,615,612
Common stock reserved for future issuance (in shares)					62,494,014		60,554,483
SARs granted (in shares)					859,038
Stock-based compensation expense					$ 11,708	$ 8,249
Future stock-based compensation for unvested options granted and outstanding					$ 65,300
Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expiration period					10 years
Percent determining major stockholder					10.00%
Percentage of fair value of shares at grant date to determine purchase price					100.00%
Vesting period (in years)					4 years
Common stock reserved for future issuance (in shares)					19,714,647		18,994,572
Weighted-average recognition period					2 years 4 months 20 days
Options | 10% Stockholder
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expiration period					5 years
Incentive Stock Option (ISO) And Nonqualified Stock Option (NSO) | 10% Stockholder
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percentage of fair value of shares at grant date to determine purchase price					110.00%
Restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Value of awards granted		$ 1,000
RSUs granted (in shares)					2,740,027
Fair value of awards vested during the period					$ 1,700
Unrecognized compensation expense					$ 71,300
Weighted-average recognition period					3 years 7 months 28 days
Restricted stock units | Board Of Directors
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period (in years)			3 years
Value of awards granted			$ 300
RSUs granted (in shares)		39,870
Stock Appreciation Rights (SARs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
SARs granted (in shares)					0	0
Stock-based compensation expense						$ 2,800
ESPP
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense					$ 400
Minimum | Incentive Stock Option (ISO) And Nonqualified Stock Option (NSO)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percent determining major stockholder					10.00%
Common Class B | Stock Appreciation Rights (SARs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares issued upon vesting and settlement (in shares)	1,642,570
Common Class A | ESPP
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percentage of fair value of shares at grant date to determine purchase price				85.00%
Common shares authorized for issuance (in shares)				3,900,000
Annual percent increase of number of shares reserved for issuance				1.00%
Annual increase of number of shares reserved for issuance (in shares)				11,700,000
Percentage of earnings applied to purchase of stock under ESPP				15.00%

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Stock-Based Compensation - Schedule of RSUs (Details) - Restricted stock units	3 Months Ended
	Mar. 31, 2022 $ / shares shares
Shares
RSUs unvested at beginning of period (in shares) | shares	1,082,980
RSUs granted (in shares) | shares	2,740,027
RSUs vested (in shares) | shares	(136,662)
RSUs forfeited and canceled (in shares) | shares	(112,881)
RSUs unvested at end of period (in shares) | shares	3,573,464
Weighted- Average Grant Date Fair Value
Weighted-average grant date fair value of RSUs unvested at beginning of period (in USD per share) | $ / shares	$ 27.70
Weighted-average grant date fair value of RSUs granted (in USD per share) | $ / shares	18.78
Weighted-average grant date fair value of RSUs vested (in USD per share) | $ / shares	20.32
Weighted-average grant date fair value of RSUs forfeited and canceled (in USD per share) | $ / shares	23.25
Weighted-average grant date fair value of RSUs unvested at end of period (in USD per share) | $ / shares	$ 21.28

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Stock-Based Compensation - Schedule of Stock Options (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Number of options outstanding
Options outstanding at beginning of period (in shares)	36,716,816
Awards granted and awarded (in shares)	859,038
Options exercised (in shares)	(1,851,334)
Options forfeited (in shares)	(278,732)
Options outstanding at end of period (in shares)	35,445,788	36,716,816
Options vested and expected to vest (in shares)	35,445,788
Options exercisable (in shares)	25,631,502
Weighted- average exercise price
Weighted-average exercise price of options outstanding at beginning of period (in USD per share)	$ 3.55
Weighted-average exercise price of options granted (in USD per share)	15.75
Weighted-average exercise price of options exercised (in USD per share)	1.25
Weighted-average exercise price of options forfeited (in USD per share)	7.16
Weighted-average exercise price of options outstanding at end of period (in USD per share)	3.94	$ 3.55
Weighted-average exercise price of options vested and expected to vest (in USD per share)	3.94
Weighted-average exercise price of options exercisable (in USD per share)	$ 2.29
Weighted-average remaining contractual term of options outstanding (in years)	5 years 8 months 15 days	5 years 9 months 3 days
Weighted-average remaining contractual term of options vested and expected to vest (in years)	5 years 8 months 15 days
Weighted-average remaining contractual term of options exercisable (in years)	4 years 7 months 9 days
Aggregate intrinsic value of shares outstanding	$ 330,083	$ 633,730
Aggregate intrinsic value of options vested and expected to vest	330,083
Aggregate intrinsic value of shares exercisable	$ 280,924

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Stock-Based Compensation - Schedule of Additional Stock Option Disclosures (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Share-based Payment Arrangement [Abstract]
Weighted-average grant date fair value of options granted (in USD per share)	$ 15.75	$ 10.50
Aggregate intrinsic value of options exercised	$ 30,849	$ 53,411
Grant date fair value of options vested	$ 13,699	$ 5,950

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Stock-Based Compensation - Schedule of Black-Scholes Assumptions (Details) - Options - $ / shares	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term (in years)	5 years 2 months 26 days
Volatility	32.00%	52.00%
Risk-free interest rate	1.62%
Minimum risk-free interest rate		0.50%
Maximum risk-free interest rate		0.67%
Dividend yield	0.00%	0.00%
Fair value of underlying common stock (in USD per share)	$ 15.75
Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term (in years)		5 years 5 months 23 days
Fair value of underlying common stock (in USD per share)		$ 16.78
Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term (in years)		6 years 25 days
Fair value of underlying common stock (in USD per share)		$ 18.09

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Stock-Based Compensation - Schedule of Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	$ 11,708	$ 8,249
Cost of Sales | Platform
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	1,470	436
Cost of Sales | Professional services and other
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	210	115
Research and development
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	3,398	3,452
General and administrative
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	5,038	3,858
Sales and marketing
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	$ 1,592	$ 388

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Warrants (Details) - USD ($) $ in Thousands		3 Months Ended
	Mar. 18, 2021	Mar. 31, 2022	Mar. 31, 2021
Class of Warrant or Right [Line Items]
Shares exercised (in shares)			1,681,848
Change in fair value of warrants		$ 0	$ 18,930
Redeemable Convertible Preferred Stock
Class of Warrant or Right [Line Items]
Shares exercised (in shares)	1,682,847
Common Class B
Class of Warrant or Right [Line Items]
Shares converted (in shares)	100,196,780
Redeemable Convertible Preferred Stock Warrants
Class of Warrant or Right [Line Items]
Change in fair value of warrants			$ 18,900

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Income Taxes (Details)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Income Tax Disclosure [Abstract]
Effective tax rate	10.39%	(0.14%)

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Net Loss per Share Attributable to Common Stockholders - Schedule of EPS (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Earnings Per Share [Abstract]
Net loss and comprehensive loss	$ (11,509)	$ (26,457)
Less: accretion of redeemable convertible preferred stock to redemption value	0	(14)
Net loss attributable to Class A and Class B common stockholders - basic	(11,509)	(26,471)
Net loss attributable to Class A and Class B common stockholders - diluted	$ (11,509)	$ (26,471)
Weighted-average Class A and Class B common shares outstanding - basic (in shares)	159,190,371	41,855,757
Weighted-average Class A and Class B common shares outstanding - diluted (in shares)	159,190,371	41,855,757
Net loss per share attributable to Class A and Class B common stockholders - basic (in shares)	$ (0.07)	$ (0.63)
Net loss per share attributable to Class A and Class B common stockholders - diluted (in shares)	$ (0.07)	$ (0.63)

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Net Loss per Share Attributable to Common Stockholders - Antidilutive Securities (Details) - shares	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of net loss per share (in shares)	39,131,368	43,661,603
Outstanding stock options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of net loss per share (in shares)	35,445,788	43,621,733
Outstanding restricted stock units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of net loss per share (in shares)	3,573,464	39,870
Outstanding shares estimated to be purchased under ESPP
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of net loss per share (in shares)	112,116	0