On December 1, 2023, the Company completed a stock purchase agreement to acquire approximately 60% of the voting equity interests in Datos Inc. (“Datos”). The Company has accounted for this transaction as a business combination under the acquisition method. The primary purpose of this business combination is to acquire Datos’ valuable clickstream data software. The Company performed acquisition accounting as of December 1, 2023. The acquisition date fair value of the consideration transferred consisted of the following:


	Acquisition Date
Consideration transferred	Fair Value
Fair value of the January 2021 and February 2022 Convertible Notes (a)	$	7,530
Cash paid at close (b)	4,255
Deferred purchase payments (c)	926
Contingent payment (d)	597
Other consideration (e)	548
Total purchase consideration	$	13,856

(c) The deferred purchase payments represent an aggregate amount initially equal to $1,000, but subject to reduction in relation to customary representations and warranties. The first portion of the deferred purchase payments will be paid nine months from the closing date in the amount of $500, subject to the aforementioned reductions, and is recorded to other current liabilities in the consolidated balance sheet as of December 31, 2023. The remaining portion of the deferred purchase payments will be made fifteen months from the closing date and is recorded to other long-term liabilities in the consolidated balance sheet as of December 31, 2023. The fair value of the deferred purchase payments is based on the present value of these payments.

(d) The contingent payment represents contingent consideration which will be earned and paid based on Datos achieving certain ARR metrics as of December 31, 2024, and shall be paid no later than March 31, 2025. The fair value of the contingent payment is based on an option pricing model and has been recorded to other long-term liabilities in the consolidated balance sheet as of December 31, 2023.

(e) Other consideration represents additional consideration due to the seller after the acquisition date that is not contingent on a future event occurring or on conditions being met, the fair value of which is based on the present value of such payments, and other consideration transferred.

The Company determined that the fair value of the assets acquired and liabilities assumed was $19,021, including the fair value of the noncontrolling interest in Datos of $5,166. The fair value of the noncontrolling interest is inclusive of the fair value of the acquired call option, which gives the Company the right, but not the obligation, to purchase the remaining shares in Datos during the period beginning January 1, 2026 and ending on January 1, 2027 (the “Call Option”). The Company estimated the fair value of the noncontrolling interest, inclusive of the Call Option, using an option pricing method (a special case of the income approach), considering the initial transaction price and based on Level 3 significant unobservable inputs such as the total equity value of Datos, forecasted revenues, volatility, and risk-adjusted discount rates.


	Purchase Price
Assets acquired	Allocation
Fair value of tangible assets:
Cash and cash equivalents	$	549
Accounts receivable	518
Prepaid expenses and other current assets	320
Property and equipment, net	7
Other long-term assets	3
Identifiable intangible assets	2,780
Goodwill	16,895
Total assets acquired	$	21,072
Liabilities assumed
Accounts payable	342
Deferred revenue	367
Accrued expenses	213
Other current liabilities	609
Other long-term liabilities	520
Total Liabilities Assumed	$	2,051
Fair value of assets acquired and liabilities assumed, net	$	19,021
Fair value of noncontrolling interest, including call option	$	5,166
Fair value of controlling interest acquired	$	13,855

The Company allocated $2,780 of the purchase price to identifiable intangible assets consisting of developed technology, trade names, and customer relationships, which it amortizes over the assets’ useful lives using a straight-line amortization method. The Company assigned useful lives to acquired developed technology, trade names, and customer relationships of five years, five years, and seven years, respectively. To value the developed technology asset, the Company utilized the income approach, specifically a discounted cash-flow method known as the multi-period excess earnings method. Trade names primarily relate to the Datos brand. The Company used the income approach, specifically the relief from royalty method to determine the fair value of trade names. Customer relationships represent the underlying relationships with certain customers to provide ongoing services for products sold. The Company used the distributor method, a subset of the excess-earnings method to value the customer relationships. The significant assumptions used to estimate the value of the intangible assets included the discount rate, revenue growth rates, and technology obsolescence curves. After allocating the purchase price to identifiable assets acquired and liabilities assumed, the remaining purchase price was allocated to goodwill, which primarily relates to expected synergies from combining operations.

As of December 1, 2023, the results of Datos’ operations are included within the Company’s consolidated financial statements. This business combination did not have a material impact on the Company’s consolidated financial statements. Therefore, actual results of operations subsequent to the acquisition date and pro forma results of operations have not been presented.

On February 23, 2023, the Company completed a purchase agreement with Rank, LLC (“Traffic Think Tank”), acquiring certain intangible assets of Traffic Think Tank for total cash consideration of $1,800, of which $360 will be paid in 12 months (the “12-month holdback amount”) and $360 will be paid in 18 months (the “18-month holdback amount”). The remaining consideration was paid upon closing. The 12-month holdback amount and 18-month holdback amount are recorded in other current liabilities in the consolidated balance sheet as of December 31, 2023. The primary purpose of the acquisition was to acquire valuable brand and content related to Traffic Think Tank’s SEO community and courses.

The Company has accounted for this transaction as a business combination under the acquisition method. The Company allocated $594 to the acquired intangible assets and the remaining purchase price was allocated to goodwill. This allocation was final as of September 30, 2023. The identifiable intangible assets consisted of trade names, content, and customer relationships, which the Company amortizes over the assets’ useful lives using a straight-line amortization method. The Company assigned useful lives to the acquired trade name, content, and customer relationships of six years, four years, and five years, respectively. Aggregate acquisition-related costs associated with this business combination were not material for the year ended December 31, 2023, and were included in general and administrative expenses in the consolidated statement of operations and comprehensive income (loss).

This business combination did not have a material impact on the Company’s consolidated statement of operations and comprehensive income (loss). Therefore, actual results of operations subsequent to the acquisition date and pro forma results of operations have not been presented.

On March 14, 2022, the Company executed a purchase agreement with Intellikom, Inc., which does business under the name Kompyte (“Kompyte”) to acquire 100% of Kompyte’s assets for cash consideration of $10,000. The purpose of the acquisition of Kompyte was to acquire Kompyte’s assets, including its competitive intelligence automation platform. Aggregate acquisition-related costs associated

with this business combination were not material for the year ended December 31, 2022, and were included in general and administrative expenses in the consolidated statement of operations and comprehensive income (loss). The results of operations of Kompyte have been included in the Company’s consolidated financial statements from the date of acquisition.

The Company has accounted for this transaction as a business combination under the acquisition method. The total purchase price was allocated to the tangible and intangible assets acquired and the liabilities assumed based on their estimated fair values. The Company recorded the excess of the purchase price over those fair values as goodwill that is not deductible for tax purposes. The following table presents the purchase price allocation recorded in the Company’s consolidated balance sheet as of the acquisition date, which was final as of June 30, 2022:


	Purchase Price
Assets acquired	Allocation
Fair value of tangible assets:
Other assets	$	328
Goodwill	4,928
Identifiable intangible assets	5,500
Total assets acquired	$	10,756
Liabilities assumed
Current and non-current liabilities	$	756
Total liabilities assumed	$	756
Net assets acquired	$	10,000

The Company allocated $5,500 of the purchase price to identifiable intangible assets consisting of developed technology, trade names, and customer relationships, which it amortizes over the assets’ useful lives using a straight-line amortization method. The Company assigned useful lives to acquired developed technology, trade names, and customer relationships of six years, six years, and three years, respectively.

On January 13, 2022, the Company completed an asset purchase agreement with Backlinko, LLC (“Backlinko”), acquiring certain of Backlinko’s assets for cash consideration of $4,000. The purpose of this asset acquisition was to acquire valuable content and to access an existing revenue stream in Backlinko’s SEO courses.

The Company accounted for this transaction as an asset acquisition and allocated the cost of the asset acquisition to the individual assets acquired. The Company allocated $3,915 to the acquired intangible assets and the remaining cost of the acquisition was allocated to the other assets acquired, which were not material. The identifiable intangible assets consisted of trade names and intellectual property, which the Company amortizes over the assets’ useful lives using a straight-line amortization method. The Company assigned useful lives to the acquired trade name and content of five years and four years, respectively.


	As of December 31, 2023
	Weighted
	Average
	Remaining	Gross				Net
	Useful Life	Carrying		Accumulated		Carrying
	(years)	Amount		Amortization		Amount
Developed technology	4.1	$	5,604	$	(1,518)	$	4,086
Trade name	3.7	4,451		(1,404)		3,047
Content	2.3	2,387		(1,021)		1,366
Customer relationships	4.4	1,694		(396)		1,298
Capitalized internal-use software	2.8	8,460		(2,174)		6,286
Total as of December 31, 2023		$	22,596	$	(6,513)	$	16,083


	As of December 31, 2022
	Weighted
	Average
	Remaining	Gross				Net
	Useful Life	Carrying		Accumulated		Carrying
	(years)	Amount		Amortization		Amount
Developed technology	4.8	$	4,007	$	(765)	$	3,242
Trade name	4.6	3,810		(656)		3,154
Content	3.1	1,958		(471)		1,487
Customer Relationships	2.3	600		(159)		441
Capitalized internal-use software	2.6	3,415		(1,453)		1,962
Total as of December 31, 2022		$	13,790	$	(3,504)	$	10,286

During the years ended December 31, 2023, 2022, and 2021, the Company capitalized $5,165, $1,760, and $1,403, respectively, of internal-use software development costs which are classified as intangible assets on the accompanying consolidated balance sheets, and recorded associated amortization expense of $721, $570, and $482.