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Debt and Commitments and Contingencies - Schedule of Carrying Value and Estimated Fair Value of Notes (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Debt Instrument [Line Items]
Carrying Value	$ 281,769	$ 279,909
2027 Notes
Debt Instrument [Line Items]
Carrying Value	281,769	279,909
2027 Notes \| Level 2
Debt Instrument [Line Items]
Fair Value	$ 268,554
2027 Notes \| Level 3
Debt Instrument [Line Items]
Fair Value		$ 257,671

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 835
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Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 235
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/exampleRef
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Reference 6: http://www.xbrl.org/2003/role/exampleRef
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Reference 7: http://www.xbrl.org/2003/role/exampleRef
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Reference 8: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2003/role/exampleRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Name Accounting Standards Codification
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-Subparagraph (e)
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-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1E

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
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Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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Reference 22: http://www.xbrl.org/2003/role/disclosureRef
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Reference 23: http://www.xbrl.org/2003/role/disclosureRef
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Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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Reference 25: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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+ Details

Leases - Schedule of Operating Lease Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Lessee, Lease, Description [Line Items]
Operating lease expense	$ 15,080	$ 7,788	$ 1,742
Cost of Revenue
Lessee, Lease, Description [Line Items]
Operating lease expense	72	82	93
Operations and Support
Lessee, Lease, Description [Line Items]
Operating lease expense			137
General and Administrative
Lessee, Lease, Description [Line Items]
Operating lease expense	$ 15,008	$ 7,706	$ 1,512

Credit Concentrations	12 Months Ended
Dec. 31, 2023
Risks and Uncertainties [Abstract]
Credit Concentrations	(3) Credit Concentrations Financial instruments which potentially subject the Company to concentrations of credit risk consist primarily of cash and accounts receivable. The Company maintains its cash, which at times may exceed federally insured limits, in deposit accounts at major financial institutions. Most of the Company’s customers are located in the United States. For 2023, 2022, and 2021, no one customer accounted for more than 10% of the Company's revenues. As of December 31, 2023 and 2022, no single customer accounted for more than 10% of the Company’s accounts receivable.

Credit Concentrations

12 Months Ended

Dec. 31, 2023

Risks and Uncertainties [Abstract]

Credit Concentrations

(3)

Credit Concentrations

Financial instruments which potentially subject the Company to concentrations of credit risk consist primarily of cash and accounts receivable. The Company maintains its cash, which at times may exceed federally insured limits, in deposit accounts at major financial institutions. Most of the Company’s customers are located in the United States.

For 2023, 2022, and 2021, no one customer accounted for more than 10% of the Company's revenues. As of December 31, 2023 and 2022, no single customer accounted for more than 10% of the Company’s accounts receivable.

Inventory - Schedule of Components of Inventory (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Inventory Disclosure [Abstract]
Raw materials	$ 1,129	$ 119
Work-in-progress	696	675
Tools inventory		477
Finished goods	1,060	300
Total	$ 2,885	$ 1,571

Property and Equipment and Long-Lived Assets - Summary of Depreciation Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Property Plant And Equipment [Line Items]
Depreciation expense	$ 7,030	$ 3,997	$ 3,132
Cost of Revenue
Property Plant And Equipment [Line Items]
Depreciation expense	172	82	104
Sales and Marketing
Property Plant And Equipment [Line Items]
Depreciation expense	43		11
Operations and Support
Property Plant And Equipment [Line Items]
Depreciation expense	174	57	155
Product Development
Property Plant And Equipment [Line Items]
Depreciation expense	5,763	3,158	2,655
General and Administrative
Property Plant And Equipment [Line Items]
Depreciation expense	$ 878	$ 700	$ 207

Goodwill and Intangible Assets - Summary of Intangible Assets (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Finite Lived Intangible Assets [Line Items]
Gross carrying amount	$ 43,433	$ 43,500
Accumulated amortization	7,665	4,149
Net carrying amount	$ 35,768	$ 39,351
Customer Relationships
Finite Lived Intangible Assets [Line Items]
Weighted average amortization period in years	15 years	15 years
Gross carrying amount	$ 36,600	$ 36,652
Accumulated amortization	5,030	2,638
Net carrying amount	$ 31,570	$ 34,014
Trade Names
Finite Lived Intangible Assets [Line Items]
Weighted average amortization period in years	10 years	10 years
Gross carrying amount	$ 800	$ 841
Accumulated amortization	165	97
Net carrying amount	$ 635	$ 744
Developed Technology
Finite Lived Intangible Assets [Line Items]
Weighted average amortization period in years	5 years	5 years
Gross carrying amount	$ 739	$ 739
Accumulated amortization	349	182
Net carrying amount	$ 390	$ 557
Vendor Relationships
Finite Lived Intangible Assets [Line Items]
Weighted average amortization period in years	15 years	15 years
Gross carrying amount	$ 1,273	$ 1,267
Accumulated amortization	336	299
Net carrying amount	$ 937	$ 968
Database
Finite Lived Intangible Assets [Line Items]
Weighted average amortization period in years	5 years	5 years
Gross carrying amount	$ 2,400	$ 2,400
Accumulated amortization	990	510
Net carrying amount	$ 1,410	$ 1,890
Patents
Finite Lived Intangible Assets [Line Items]
Weighted average amortization period in years	17 years	17 years
Gross carrying amount	$ 157	$ 157
Accumulated amortization	51	42
Net carrying amount	106	115
Subtotal
Finite Lived Intangible Assets [Line Items]
Gross carrying amount	41,969	42,056
Accumulated amortization	6,921	3,768
Net carrying amount	$ 35,048	$ 38,288
In-place Lease Intangible Asset
Finite Lived Intangible Assets [Line Items]
Weighted average amortization period in years	4 years	4 years
Gross carrying amount	$ 568	$ 548
Accumulated amortization	287	143
Net carrying amount	$ 281	$ 405
Above Market Lease Intangible Asset
Finite Lived Intangible Assets [Line Items]
Weighted average amortization period in years	4 years	4 years
Gross carrying amount	$ 896	$ 896
Accumulated amortization	457	238
Net carrying amount	$ 439	$ 658

Debt and Commitments and Contingencies - Additional Information (Details)			1 Months Ended		12 Months Ended
	Feb. 04, 2022	Jul. 09, 2021 USD ($)	Feb. 28, 2022 USD ($) BusinessDay TradingDays $ / shares	Jan. 30, 2020 USD ($) $ / shares shares	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)
Debt Instrument [Line Items]
Loss on debt extinguishment							$ (272,000)
Net proceeds from issuance of notes, net of debt issuance costs						$ 287,500,000
Exit costs					$ 600,000
Percentage of employee's matching contribution					50.00%
Maximum percentage of employee contributions					6.00%
Total matching contribution					$ 2,100,000	1,600,000	$ 700,000
Cost of Revenue
Debt Instrument [Line Items]
Exit costs					200,000
Operations and Support
Debt Instrument [Line Items]
Exit costs					400,000
Employee Termination Costs
Debt Instrument [Line Items]
Employee termination costs					$ 700,000	$ 1,500,000
2027 Notes
Debt Instrument [Line Items]
Indenture date	Feb. 04, 2022
Debt instrument, maturity date			Feb. 01, 2027
Debt instrument, effective interest rate					1.60%
Net proceeds from issuance of notes, net of debt issuance costs			$ 278,200,000
Debt instrument, interest rate			1.00%
Debt instrument, convertible, stock price trigger \| $ / shares			$ 1,000
Debt instrument, convertible, threshold percentage of stock price trigger			130.00%
Number of trading days \| TradingDays			20
Number of consecutive trading days \| TradingDays			30
Debt instrument, redemption price, percentage of principal amount redeemed			100.00%
2027 Notes \| Private Offering
Debt Instrument [Line Items]
Aggregate principal amount			$ 287,500,000
2027 Notes \| Initial Public Offering
Debt Instrument [Line Items]
Aggregate principal amount			250,000,000
2027 Notes \| Over-Allotment Option
Debt Instrument [Line Items]
Aggregate principal amount			$ 37,500,000
2027 Notes \| Class A Common Stock
Debt Instrument [Line Items]
Debt instrument conversion rate			17.8213
Debt instrument, convertible, stock price trigger \| $ / shares			$ 1,000
Debt instrument conversion price \| $ / shares			$ 56.11
Number of business day \| BusinessDay			5
Number of consecutive trading days \| TradingDays			10
2027 Notes \| Maximum \| Class A Common Stock
Debt Instrument [Line Items]
Percentage of sales price and applicable conversion rate			98.00%
Amended and Restated Loan and Security Agreement \| Hercules Capital, Inc \| Series B Convertible Preferred Stock
Debt Instrument [Line Items]
Warrants to purchase shares of Series B Convertible Preferred Stock \| shares				87,784
Strike price \| $ / shares				$ 5.13
Warrants agreement expiration date				2025-05
Amended and Restated Loan and Security Agreement \| Hercules Capital, Inc \| Term Loan
Debt Instrument [Line Items]
Loan agreement maximum borrowing capacity				$ 15,000,000
Interest rate terms					Prior to its repayment, the term loan accrued interest at the greater of (i) 8.7% per annum or (ii) 8.7% per annum plus the prime rate minus 4.75% per annum.
Interest rate					8.70%
Maturity date					May 01, 2022
Debt extinguishment amount paid		$ 16,100,000
Loss on debt extinguishment		$ 300,000
Amended and Restated Loan and Security Agreement \| Hercules Capital, Inc \| Term Loan \| Prime Rate
Debt Instrument [Line Items]
Variable interest rate					4.75%
Amended and Restated Loan and Security Agreement \| Hercules Capital, Inc \| Term Loan \| Maximum
Debt Instrument [Line Items]
Debt instrument fee amount					$ 1,200,000
Amended and Restated Loan and Security Agreement \| Hercules Capital, Inc \| If Repaid Prior to November 1, 2021
Debt Instrument [Line Items]
Debt instrument fee amount					$ 900,000

Goodwill and Intangible Assets

12 Months Ended

Dec. 31, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets

(16)

Goodwill and Intangible Assets

The following tables summarize the Company’s intangible assets (dollars in thousands):


	December 31, 2023
	Weighted average amortization period in years		Gross carrying amount		Accumulated amortization		Net carrying amount

Intangible Assets
Amortizing intangible assets:
Customer Relationships		15	$	36,600	$	5,030	$	31,570
Trade Names		10		800		165		635
Developed Technology		5		739		349		390
Vendor Relationships		15		1,273		336		937
Database		5		2,400		990		1,410
Patents		17		157		51		106
Subtotal intangible assets				41,969		6,921		35,048
In-place Lease Intangible Asset		4		568		287		281
Above Market Lease Intangible Asset		4		896		457		439
Total intangible assets			$	43,433	$	7,665	$	35,768


	December 31, 2022
	Weighted average amortization period in years		Gross carrying amount		Accumulated amortization		Net carrying amount
Intangible Assets
Amortizing intangible assets:
Customer Relationships		15	$	36,652	$	2,638	$	34,014
Trade Names		10		841		97		744
Developed Technology		5		739		182		557
Vendor Relationships		15		1,267		299		968
Database		5		2,400		510		1,890
Patents		17		157		42		115
Subtotal intangible assets				42,056		3,768		38,288
In-place Lease Intangible Asset		4		548		143		405
Above Market Lease Intangible Asset		4		896		238		658
Total intangible assets			$	43,500	$	4,149	$	39,351

At least annually, we evaluate intangible long-lived assets for impairment. During 2023, 2022 and 2021, no impairments were recorded on our intangible long-lived assets.

The following tables provides a roll forward of the carrying amount of goodwill (in thousands):



	2023			2022

Balance as of January 1:
Gross goodwill	$	261,110		$	257,746
Accumulated impairments		(3,074	)		(3,074	)
Net goodwill as of January 1		258,036			254,672
Goodwill acquired during the year(1)		4,836			3,364
Impact of foreign exchange		43			—
Net goodwill as of December 31:	$	262,915		$	258,036

(1) See Note 13 - Acquisitions.

As of December 31, 2023 and 2022, Xometry had $262.9 million and $258.0 million, respectively of goodwill. As of December 31, 2023, $258.0 million is part of Xometry’s U.S. operating segment and $4.9 million is part of Xometry’s International operating segment. As of December 31, 2022, $258.0 million is part of Xometry's U.S. operating segment.

Aggregate amortization expense for amortizing intangibles assets was $3.3 million, $3.4 million and $0.5 million for the years ended December 31, 2023, 2022 and 2021, respectively. As of December 31, 2023, estimated amortization expense for intangible assets and lease intangible assets for the next five years is: $3.6 million in 2024, $3.6 million in 2025, $3.2 million in 2026, $2.6 million in 2027, and $2.6 million in 2028 and $20.2 million thereafter.

Amortization expense for the year ended December 31, 2023, 2022 and 2021 was as follows (in thousands):


	Year Ended December 31,
	2023		2022		2021
Sales and marketing	$	3,119		3,102		289
Product development		211		325		166
General and administrative (1)		14		9		9
Total	$	3,344	$	3,436	$	464

(1) Amortization of the lease related intangible assets is recorded as operating lease expense in general and administrative.

Stock Based Compensation - Schedule of Weighted Average Assumptions (Details) - $ / shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Apr. 30, 2021
Share-Based Payment Arrangement [Abstract]
Expected volatility	81.00%	67.00%
Expected term (years)	6 years 3 months 18 days	5 years 10 months 24 days
Risk-free interest rate	3.80%	2.20%
Fair value of share	$ 15.97	$ 37.60	$ 28

Net Loss Per Share Attributable to Common Stockholders - Schedule of Outstanding Shares of Potentially Dilutive Securities Excluded from Computation of Diluted Net Loss Per Share (Details) - shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Total shares	10,104,084	9,230,722
Employee Stock Option
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Total shares	2,881,208	2,841,419
Unvested Restricted Stock Units
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Total shares	1,769,874	875,902
Warrants Outstanding
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Total shares	87,784	87,784
Shares Reserved for Charitable Contribution
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Total shares	241,594	301,993
Convertible Notes
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Total shares	5,123,624	5,123,624

Leases - Summary of Supplemental Cash and Non-cash Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$ 6,460	$ 6,472	$ 1,600
Financing cash flows from financing leases		2	12
Right of use assets obtained in exchange for lease obligations:	852	5,730	26,706
Reduction to right of use assets resulting from reductions to lease obligations:	$ (69)	$ (67)	$ (84)

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 53,424	$ 65,662
Marketable securities	215,352	253,770
Accounts receivable, less allowance for credit losses of $2.4 million and $2.0 million as of December 31, 2023 and 2022	70,102	49,277
Inventory	2,885	1,571
Prepaid expenses	5,571	7,591
Other current assets	8,897	9,373
Total current assets	356,231	387,244
Property and equipment, net	35,637	19,079
Operating lease right-of-use assets	12,251	25,923
Investment in unconsolidated joint venture	4,114	4,068
Intangible assets, net	35,768	39,351
Goodwill	262,915	258,036
Other assets	471	413
Total assets	707,387	734,114
Current liabilities:
Accounts payable	24,710	12,437
Accrued expenses	41,845	33,433
Contract liabilities	7,357	8,729
Income taxes payable	2,484	3,956
Operating lease liabilities, current portion	6,799	5,471
Total current liabilities	83,195	64,026
Convertible notes	281,769	279,909
Operating lease liabilities, net of current portion	10,951	16,940
Deferred income taxes	275	429
Other liabilities	778	1,011
Total liabilities	376,968	362,315
Commitments and contingencies (Note 12)
Stockholders' equity
Preferred stock, $0.000001 par value. Authorized; 50,000,000 shares; zero shares issued and outstanding as of December 31, 2023 and 2022, respectively
Additional paid-in capital	648,317	623,081
Accumulated other comprehensive income	855	28
Accumulated deficit	(319,872)	(252,400)
Total stockholders' equity	329,300	370,709
Noncontrolling interest	1,119	1,090
Total equity	330,419	371,799
Total liabilities and stockholders' equity	707,387	734,114
Class A Common Stock
Stockholders' equity
Common stock
Class B Common Stock
Stockholders' equity
Common stock

Stock Based Compensation - Summary of Restricted Stock Unit Activity (Details) - Restricted Stock Units - USD ($) $ / shares in Units, $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of Shares, Unvested RSUs, Beginning Balance	875,902	186,480
Number of Shares, Granted	1,563,404	917,661	193,722
Number of Shares, Vested	(340,595)	(73,018)	(1,954)
Number of Shares, Forfeited and cancelled	(328,837)	(155,221)	(5,288)
Number of Shares, Unvested RSUs, Ending Balance	1,769,874	875,902	186,480
Weighted Average Grant Date fair value (per share), Unvested RSUs Beginning Balance	$ 44.37	$ 63.94
Weighted Average Grant Date fair value (per share), Granted	16.57	42.54	$ 64.02
Weighted Average Grant Date fair value (per share), Vested	42.18	59.02	73.17
Weighted Average Grant Date fair value (per share) - Forfeited and cancelled	32.19	50.15	63.58
Weighted Average Grant Date fair value (per share), Unvested RSUs Ending Balance	$ 22.50	$ 44.37	$ 63.94
Aggregate Intrinsic Value, Unvested RSUs	$ 63.6	$ 28.2	$ 9.6

Summary of Significant Accounting Policies - Additional Information (Details)	1 Months Ended	12 Months Ended
	Apr. 30, 2021	Dec. 31, 2023 USD ($) Segment	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)
Basis of Presentation and Summary of Significant Accounting Policies [Abstract]
Number of reportable segments \| Segment		2
Marketable securities		$ 215,352,000	$ 253,770,000
Losses on marketable securities			1,855,000	$ 2,002,000
Property and equipment includes capitalized internal-use software development costs		19,700,000	11,500,000
Impairment loss of investment		0	0	0
Revenue, net of estimated returns, refunds and allowances		100,000	300,000
Amortization of deferred sales commissions		8,100,000	6,100,000	500,000
Deferred sales contract acquisition costs		3,100,000	2,200,000
Advertising costs		$ 31,700,000	33,500,000	20,700,000
Requisite service period	4 years	4 years
Sales Contract Acquisition Costs \| New Customers
Basis of Presentation and Summary of Significant Accounting Policies [Abstract]
Sales contract acquisition costs, amortization period		2 years
Sales Contract Acquisition Costs \| Existing Customers
Basis of Presentation and Summary of Significant Accounting Policies [Abstract]
Sales contract acquisition costs, amortization period over contract renewal		1 year
Other Expenses
Basis of Presentation and Summary of Significant Accounting Policies [Abstract]
Losses related to marketable securities		$ 0	1,900,000	$ 2,000,000
Incom Co., LTD
Basis of Presentation and Summary of Significant Accounting Policies [Abstract]
Ownership percentage		66.67%
Level 1
Basis of Presentation and Summary of Significant Accounting Policies [Abstract]
Marketable securities		$ 215,400,000	$ 253,800,000
Maximum
Basis of Presentation and Summary of Significant Accounting Policies [Abstract]
Intangible assets, estimated useful lives		17 years
Property, plant and equipment, useful life		9 years
Minimum
Basis of Presentation and Summary of Significant Accounting Policies [Abstract]
Intangible assets, estimated useful lives		1 year
Property, plant and equipment, useful life		2 years

Segments - Summary of Segment Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Segment Reporting Information [Line Items]
Segment Revenue	$ 463,406	$ 380,921	$ 218,336
Segment Interest Expense	(4,784)	(4,418)	(852)
Segment Interest and Dividend Income	11,607	4,115	982
Segment Income from Unconsolidated Joint Venture	446	570	41
Segment Depreciation and Amortization	10,738	7,819	3,596
Segment Impairments	397	824
Net Income (Loss)	(67,472)	(79,059)	(61,379)
Segment Property and Equipment	35,637	19,079
Segment Expenditures for Property and Equipment and Long-Lived Assets	18,486	13,650	6,262
U.S.
Segment Reporting Information [Line Items]
Segment Revenue	403,289	347,710	202,034
Segment Interest Expense	(4,763)	(4,396)	(716)
Segment Interest and Dividend Income	11,586	4,096	982
Segment Income from Unconsolidated Joint Venture	446	570	41
Segment Depreciation and Amortization	9,830	7,332	3,208
Segment Impairments	397	513
Net Income (Loss)	(49,689)	(61,792)	(51,230)
Segment Property and Equipment	30,085	16,451
Segment Expenditures for Property and Equipment and Long-Lived Assets	14,815	11,789	5,636
International
Segment Reporting Information [Line Items]
Segment Revenue	60,117	33,211	16,302
Segment Interest Expense	(21)	(22)	(136)
Segment Interest and Dividend Income	21	19
Segment Depreciation and Amortization	908	487	388
Segment Impairments		311
Net Income (Loss)	(17,783)	(17,267)	(10,149)
Segment Property and Equipment	5,552	2,628
Segment Expenditures for Property and Equipment and Long-Lived Assets	$ 3,671	$ 1,861	$ 626

Leases - Schedule of Remaining Weighted Average Lease Terms and Discount Rates (Details)	Dec. 31, 2023	Dec. 31, 2022
Lessee, Lease, Description [Line Items]
Weighted average remaining lease term (in years)	3 years 3 months	3 years 9 months 3 days
Weighted average discount rate	5.20%	4.78%

Segments (Tables)

12 Months Ended

Dec. 31, 2023

Segment Reporting [Abstract]

Summary of Segment Information

The following tables reflect certain segment information for the years ended December 31, 2023, 2022 and 2021 (in thousands):


	Year Ended December 31,
	2023			2022			2021
Segment Revenue
U.S.	$	403,289		$	347,710		$	202,034
International		60,117			33,211			16,302
Total	$	463,406		$	380,921		$	218,336

Segment Interest Expense
U.S.	$	(4,763	)	$	(4,396	)	$	(716	)
International		(21	)		(22	)		(136	)
Total	$	(4,784	)	$	(4,418	)	$	(852	)

Segment Interest and Dividend Income
U.S.	$	11,586		$	4,096		$	982
International		21			19			—
Total	$	11,607		$	4,115		$	982

Segment Income from Unconsolidated Joint Venture
U.S.	$	446		$	570		$	41
International		—			—			—
Total	$	446		$	570		$	41


	Year Ended December 31,
	2023			2022			2021
Segment Depreciation and Amortization
U.S.	$	9,830		$	7,332		$	3,208
International		908			487			388
Total	$	10,738		$	7,819		$	3,596

Segment Impairments
U.S.	$	397		$	513		$	—
International		—			311			—
Total	$	397		$	824		$	—

Segment Losses
U.S.	$	(49,689	)	$	(61,792	)	$	(51,230	)
International		(17,783	)		(17,267	)		(10,149	)
Total	$	(67,472	)	$	(79,059	)	$	(61,379	)


	Year Ended December 31,
	2023		2022
Segment Property and Equipment
U.S.	$	30,085	$	16,451
International		5,552		2,628
Total	$	35,637	$	19,079


	Year Ended December 31,
	2023		2022		2021
Segment Expenditures for Property and Equipment (1)
U.S.	$	14,815	$	11,789	$	5,636
International		3,671		1,861		626
Total	$	18,486	$	13,650	$	6,262

(1) Includes software development costs.

Property and Equipment and Long-Lived Assets - Summary of Components of Property and Equipment (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Property Plant And Equipment [Line Items]
Total	$ 56,836	$ 33,212
Less accumulated depreciation	(21,199)	(14,133)
Property and Equipment, net	35,637	19,079
Technology Hardware
Property Plant And Equipment [Line Items]
Total	$ 3,355	2,927
Property and equipment, Useful life	3 years
Manufacturing Equipment
Property Plant And Equipment [Line Items]
Total	$ 5,482	2,892
Capitalized Software Development
Property Plant And Equipment [Line Items]
Total	$ 44,004	24,343
Property and equipment, Useful life	3 years
Leasehold Improvements
Property Plant And Equipment [Line Items]
Total	$ 1,365	1,345
Property, Plant, and Equipment, Useful Life, Term, Description [Extensible Enumeration]	us-gaap:UsefulLifeShorterOfTermOfLeaseOrAssetUtilityMember
Furniture and Fixtures
Property Plant And Equipment [Line Items]
Total	$ 2,630	$ 1,705
Property and equipment, Useful life	7 years
Minimum
Property Plant And Equipment [Line Items]
Property and equipment, Useful life	2 years
Minimum \| Manufacturing Equipment
Property Plant And Equipment [Line Items]
Property and equipment, Useful life	2 years
Maximum
Property Plant And Equipment [Line Items]
Property and equipment, Useful life	9 years
Maximum \| Manufacturing Equipment
Property Plant And Equipment [Line Items]
Property and equipment, Useful life	9 years

Pay vs Performance Disclosure - USD ($) $ in Thousands	12 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Pay vs Performance Disclosure
Net Income (Loss)	$ (67,472)	$ (79,059)	$ (61,379)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 323
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-Name Accounting Standards Codification
-Section 50
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-Subparagraph (c)
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147482765/220-10-50-6

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-3

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147483443/250-10-50-9

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-Subparagraph (a)
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147483443/250-10-50-4

Reference 13: http://www.xbrl.org/2003/role/exampleRef
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-Name Accounting Standards Codification
-Section 55
-Paragraph 10
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-URI https://asc.fasb.org//1943274/2147480167/946-830-55-10

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Name Accounting Standards Codification
-Section 45
-Paragraph 7
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-URI https://asc.fasb.org//1943274/2147483581/946-220-45-7

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
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-Name Accounting Standards Codification
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
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Reference 19: http://www.xbrl.org/2003/role/disclosureRef
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Reference 20: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 21: http://www.xbrl.org/2003/role/disclosureRef
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Reference 24: http://www.xbrl.org/2003/role/disclosureRef
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Reference 25: http://www.xbrl.org/2003/role/disclosureRef
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Reference 26: http://www.xbrl.org/2003/role/disclosureRef
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Reference 27: http://www.xbrl.org/2003/role/disclosureRef
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Reference 28: http://www.xbrl.org/2003/role/disclosureRef
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Reference 29: http://www.xbrl.org/2003/role/disclosureRef
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Reference 30: http://www.xbrl.org/2003/role/disclosureRef
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Reference 36: http://www.xbrl.org/2003/role/disclosureRef
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Reference 37: http://www.xbrl.org/2003/role/disclosureRef
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Reference 38: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 39: http://fasb.org/us-gaap/role/ref/legacyRef
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-URI https://asc.fasb.org//1943274/2147483589/942-220-S99-1

+ Details

Summary of Significant Accounting Policies - Summary of Contract Liabilities (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Rollforward of contract liabilities:
Contract Liabilities, Beginning balance	$ 8,729	$ 7,863
Acquired contract liabilities	21
Revenue recognized	(203,118)	(171,489)
Payments received in advance	201,725	172,355
Contract Liabilities, Ending balance	$ 7,357	$ 8,729

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

Principles of Consolidation and Basis of Presentation

(a)

Principles of Consolidation and Basis of Presentation

The consolidated financial statements include the accounts of Xometry and its subsidiaries. All intercompany transactions and balances have been eliminated. The accompanying consolidated financial statements and related disclosures are presented in accordance with U.S. generally accepted accounting principles ("GAAP"). The Company has two reporting segments which are referred to as: (1) the United States (“U.S.”) and (2) International.

Immaterial Correction of Previously Issued Consolidated Financial Statements

During 2023, the Company identified immaterial corrections to the prior year consolidated financial statements related to our revenue, cost of revenue, other current assets, deferred sales contract acquisition costs, contract liabilities and certain other operating expenses. The Company accounts for revenue and cost of revenue pursuant to Accounting Standard

Codification (“ASC”) 606, Revenue from Contracts with Customers and ASC 705, Cost of Sales and Services. Pursuant to this guidance, the Company recognizes revenue and cost of revenue when a product is shipped. The Company did not recognize revenue and cost of revenue associated with products that had shipped in the proper period.

The Company accounts for deferred sales contract acquisition costs pursuant to ASC 340, Other Assets and Deferred Costs. Pursuant to this guidance, the Company recognizes contract acquisition costs over the life of the sales contract. The Company did not recognize deferred sales contract acquisition costs in the proper period.

The Company has evaluated the effects of these corrections on the previously issued consolidated financial statements, individually and in the aggregate, in accordance with the guidance in ASC Topic 250, Accounting Changes and Error Corrections. While the Company has concluded such corrections to be immaterial to its current and previously issued financial statements, the Company has elected to revise the consolidated financial statements for the prior year presented herein.

The tables below reflect the sections of the Company’s consolidated financial statements that were impacted by the immaterial corrections.

A summary of the effect of the corrections on the Consolidated Balance Sheet as of December 31, 2022 is as follows (in thousands):


	December 31, 2022
	As Reported			Corrections			As Adjusted
Assets
Accounts receivable	$	49,188		$	89		$	49,277
Other current assets		12,273			(2,900	)		9,373
Total current assets		390,055			(2,811	)		387,244
Total assets	$	736,925		$	(2,811	)	$	734,114
Liabilities and stockholders’ equity
Accrued expenses		33,430			3			33,433
Contract liabilities		8,509			220			8,729
Total current liabilities		63,803			223			64,026
Total liabilities		362,092			223			362,315
Accumulated deficit		(249,366	)		(3,034	)		(252,400	)
Total liabilities and stockholders’ equity	$	736,925		$	(2,811	)	$	734,114

A summary of the effect of the corrections on the Consolidated Statement of Operation and Comprehensive Loss for the year ended December 31, 2022 is as follows (in thousands, except per share data):


	Year ended December 31, 2022
	As Reported			Corrections			As Adjusted
Revenue	$	381,053		$	(132	)	$	380,921
Cost of revenue		233,487			1,443			234,930
Gross profit		147,566			(1,575	)		145,991
Operating expenses:
Sales and marketing		83,222			1,149			84,371
Operations and support		48,572			56			48,628
General and administrative		57,992			254			58,246
Total operating expenses		221,623			1,459			223,082
Loss from operations		(74,057	)		(3,034	)		(77,091	)
Loss before income taxes		(75,973	)		(3,034	)		(79,007	)
Net loss		(76,009	)		(3,034	)		(79,043	)
Net loss attributable to common stockholders	$	(76,025	)	$	(3,034	)	$	(79,059	)
Net loss per share, basic and diluted, of Class A and Class B common stock	$	(1.61	)	$	(0.07	)	$	(1.68	)

The immaterial corrections had no impact on net cash used in operating activities. A summary of the effect of the corrections on the Consolidated Statement of Cash Flows for the year ended December 31, 2022 is as follows (in thousands):


	Year ended December 31, 2022
	As Reported			Corrections			As Adjusted
Net loss	$	(76,009	)	$	(3,034	)	$	(79,043	)
Changes in operating assets and liabilities
Accounts receivable, net		(16,923	)		(89	)		(17,012	)
Other assets, current and long term		(7,016	)		2,900			(4,116	)
Accrued expenses		403			3			406
Contract liabilities		515			220			735

The immaterial corrections impacted only the Company’s U.S. operating segment. A summary of the effect of the corrections on Disaggregated Revenue and Cost of Revenue and U.S. Segment Revenue and U.S. Segment Loss for the year ended December 31, 2022 is as follows (in thousands):


	Summary
Disaggregated Revenue and Cost of Revenue Information	As Reported		Corrections			As Adjusted
Marketplace
Revenue	$	303,134	$	89		$	303,223
Cost of revenue		216,336		1,443			217,779
Gross profit	$	86,798	$	(1,354	)	$	85,444

Supplier Services
Revenue	$	77,919	$	(221	)	$	77,698
Cost of revenue		17,151		-			17,151
Gross profit	$	60,768	$	(221	)	$	60,547


	For The Year Ended December 31, 2022
Segments	As Reported			Corrections			As Adjusted
Revenues
U.S.	$	347,842		$	(132	)	$	347,710

Losses
U.S.	$	(58,758	)	$	(3,034	)	$	(61,792	)

Foreign Operations and Comprehensive Loss

The U.S. dollar (“USD”) is the functional currency for Xometry’s consolidated subsidiary operating in the U.S. The primary functional currency for the Company's consolidated subsidiaries operating in Germany and to a lesser extent, United Kingdom, Turkey, China and Japan, is the Euro, British Pound Sterling, Turkish Lira, Yuan and the Yen, respectively. For the Company’s consolidated subsidiaries whose functional currencies are not the USD, the Company translates their financial statements into USD. The Company translates assets and liabilities at the exchange rate in effect as of the financial statement date. Revenue and expense accounts are translated using an average exchange rate for the period. Gains and losses resulting from translation are included in accumulated other comprehensive income (“AOCI”), as a separate component of equity.

Noncontrolling Interest

We have a 66.67% ownership in Incom Co., LTD. As we have a controlling interest in Incom Co., LTD, we have consolidated Incom Co., LTD into our consolidated financial statements. The portion of equity in Incom Co., LTD not owned by the Company is accounted for as a noncontrolling interest. We present the portion of any equity that we do not own in a consolidated entity as noncontrolling interest and classify their interest as a component of total equity, separate from total stockholders’ equity on our Consolidated Balance Sheets. We include net (loss) income attributable to the noncontrolling interests in net loss in our Consolidated Statements of Operations and Comprehensive Loss.

Use of Estimates

(b)

Use of Estimates

The preparation of the Company’s consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions, which affect the reported amounts in the financial statements and accompanying notes. Actual results could differ from those estimates.

Business Combinations

(c)

Business Combinations

The Company accounts for business combinations using the acquisition method of accounting, which 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 excess of the fair value of purchase consideration over the values of these identifiable assets and liabilities is recorded as goodwill. When determining the fair value of assets acquired and liabilities assumed, management makes significant estimates and assumptions, especially with respect to the valuation of intangible assets. Management’s 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 from estimates. During the measurement period, not to exceed one year from the date of acquisition, the Company may record adjustments to the assets acquired and liabilities assumed, with a corresponding offset to goodwill if new information is obtained related to facts and circumstances that existed as of the acquisition date. Upon the conclusion of the measurement period or final determination of the fair value of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are reflected in the consolidated statements of operations. Acquisition costs, such as legal and consulting fees, are expensed as incurred.

Fair Value Measurements and Financial Instruments

(d)

Fair Value Measurements and Financial Instruments

The Company measures certain assets and liabilities at fair value on a recurring basis based on an expected exit price, which represents the amount that would be received on the sale of an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value may be based on assumptions that market participants would use in pricing an asset or liability.

The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value on either a recurring or nonrecurring basis, whereby inputs used in valuation techniques, are assigned a hierarchical level. The following are the hierarchical levels of inputs to measure fair value:

Level 1 - Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2 - Inputs reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means.

Level 3 - Unobservable inputs reflecting the Company’s own assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available.

The carrying amounts of certain of the Company’s financial instruments, which include cash and cash equivalents, accounts receivable, prepaid expenses and other assets, accounts payable, accrued expenses and contract liabilities approximate their fair values due to their short maturities. The Company's marketable securities are recorded at fair value.

Cash and Cash Equivalents

(e)

Cash and Cash Equivalents

Cash and cash equivalents consist of cash held in checking accounts. These investments are stated at cost, which approximates fair value.

Marketable Securities

(f)

Marketable Securities

The Company measures its marketable securities at fair value and recognizes any changes in fair value in other expenses on the Consolidated Statements of Operations and Comprehensive Loss. Our marketable securities represent our investments in a short term money market fund and or short term bond fund. These marketable securities have maturities of three months or less. As of December 31, 2023 and 2022, the Company's marketable securities of $215.4 million and $253.8 million respectively, were recorded at fair value, within Level 1 of the fair value hierarchy. The fair value of the Company’s Level 1 financial instruments is based on quoted prices in active markets, total fair value is the published market price per unit multiplied by the number of units held without consideration of transaction costs, discounts or blockage factors. No losses or gains were recorded during the year ended December 31, 2023. During the years ended December 31, 2022 and 2021, the Company recorded losses of $1.9 million and $2.0 million, respectively related to these securities which is recorded in other expenses on the Consolidated Statements of Operations and Comprehensive Loss.

Accounts Receivable

(g)

Accounts Receivable

Accounts receivable are stated at the amount the Company expects to collect from outstanding balances. The Company's accounts receivable do not bear interest. Amounts collected on accounts receivable are included in net cash used in operating activities in the Consolidated Statements of Cash Flows. For buyers for which the Company provides credit, the Company performs credit inquiries, including reference checks, and queries credit ratings services and other publicly

available information. Management provides for probable uncollectible amounts through a provision for bad debt expense and an adjustment to a valuation allowance based on the age of the outstanding amounts, each customer’s expected ability to pay and collection history, current market conditions, and reasonable and supportable forecasts of future economic conditions to determine whether the allowance is appropriate. The Company reviews its valuation allowance monthly. Past due balances over 90 days and over a specified amount are reviewed individually for collectability. Balances that are still outstanding after management has used reasonable collection efforts are written off through a charge to the valuation allowance and a credit to accounts receivable.

Allowance For Credit Losses

The allowance for credit losses related to accounts receivable and changes were as follows (in thousands):



	2023			2022			2021

Allowance for credit losses
Balance at beginning of year, January 1	$	1,988		$	809		$	569
Charge to provision accounts		2,186			1,324			295
Write-offs or other		(1,730	)		(145	)		(55	)
Balance at period end December 31, respectively	$	2,444		$	1,988		$	809

Inventory

(h)

Inventory

Inventory consists primarily of work-in-progress, tools, raw materials and finished goods. Inventory is stated at the lower of cost or net realizable value. Cost is determined using the first-in, first-out (“FIFO”) method. The Company periodically reviews its inventory for slow-moving, damaged and discontinued items and provides allowances to reduce such items identified to their recoverable amounts, if needed.

Property and Equipment and Long-Lived Assets

(i)

Property and Equipment and Long-Lived Assets

Property and equipment are stated at cost. Depreciation is calculated on the straight-line method over the estimated useful life of the assets, which range from two to nine years, or in the case of leasehold improvements, over the shorter of the remaining lease term or the useful life of the asset.

Property and equipment and intangible assets subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group to be tested for possible impairment, the Company first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying amount. If the carrying amount of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying amount exceeds its fair value. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary.

Property and equipment includes capitalized internal-use software development costs. Eligible internal-use software development costs are capitalized subsequent to the completion of the preliminary project stage. Such costs include internal and external direct development costs totaling $19.7 million and $11.5 million for the years ended December 31, 2023 and 2022, respectively. After all substantial testing and deployment is completed and the software is ready for its intended use, capitalization is discontinued and the internal-use software costs are placed in service and amortized using the straight-line method over the estimated useful life of the software, generally three years.

Investment In Unconsolidated Joint Venture

(j)

Investment In Unconsolidated Joint Venture

We account for our investment in unconsolidated joint venture using the equity method of accounting as we exercise significant influence, but do not control the entity. Under the equity method of accounting, the net equity investments of the Company are reflected in the accompanying Consolidated Balance Sheets and the Company’s share of net income from the joint venture is included in the accompanying Consolidated Statements of Operations and Comprehensive Loss.

On a periodic basis, management assesses whether there are any indicators that the value of the Company’s investment in the unconsolidated joint venture may be other-than-temporarily-impaired. An investment is impaired only if management’s estimate of the value of the investment is less than the carrying value of the investment, and such a decline in value is deemed to be other than-temporary. To the extent impairment has occurred, the loss is measured as the excess of the

carrying amount of the investment over the estimated fair value of the investment. Evidence of a loss in value might include, but would not necessarily be limited to, absence of an ability to recover the carrying amount of the investment or inability of the investee to sustain an earnings capacity that would justify the carrying amount of the investment. This evaluation consists of several qualitative and quantitative factors including recent financial results and operating trends of the investee and available information that may affect the value of our investment.

No impairment loss on our investment in unconsolidated joint venture was recognized during the years ended December 31, 2023, 2022 and 2021.

Revenue

(k)

Revenue

The Company derives the majority of its marketplace revenue in the U.S. and Europe from the sale of parts and assemblies fulfilled using a vast network of suppliers. The Company recognizes revenue from the sales to our customers pursuant to Financial Accounting Standard Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”).

The Company determines that a contract exists between the Company and the customer when the customer accepts the quote and places the order, all of which are governed by the Company’s standard terms and conditions or other agreed terms with Xometry’s buyers. Upon completion of an order through Xometry’s platform, the Company identifies the performance obligation(s) within that order to complete the sale of the manufactured part(s) or assembly. Using Xometry’s in-house technology, the Company determines the price for the manufactured part(s) or assembly on a stand-alone basis at order initiation. The Company recognizes revenue from sales to Xometry’s customers upon shipment, at which point control over the part(s) or assembly have transferred.

The Company has concluded that the Company is principal in the sale of part(s) and assemblies that use the Company’s network of third-party manufacturers because the Company controls the manufacturing by obtaining a right to direct a third-party manufacturer to fulfill the performance obligation Xometry has with the Company’s customers on Xometry’s behalf. The Company has considered the following conditions of the sale: (i) the Company has the obligation of providing the specified product to the customer, (ii) the Company has discretion with respect to establishing the price of the product and the price the Company pays the suppliers and the Company has margin risk on all of Xometry’s sales, (iii) the Company has discretion in determining how to fulfill each order, including selecting the supplier and (iv) Xometry bears certain risk for product quality to the extent the customer is not satisfied with the final product.

Xometry also derives revenue from its supplier services which is a suite of services offered to our suppliers. Revenue also includes the sale of marketing services which includes advertising. This revenue is generally recognized as control is transferred to the customer, in an amount reflecting the consideration we expect to be entitled to in exchange for such product or service. From time to time, a purchase order with a customer may involve multiple performance obligations, including a combination of some or all of our products. Judgment may be required in determining whether products are considered distinct performance obligations that should be accounted for separately or as one combined performance obligation. Revenue is recognized over the period or at the point in time in which the performance obligations are satisfied. Consideration is typically determined based on a fixed unit price for the quantity of product transferred. For purchase orders involving multiple performance obligations, the transaction price is allocated to each performance obligation based on relative standalone selling price, and recognized as revenue when each individual product or service is transferred to the customer.

Revenue is shown net of estimated returns, refunds, and allowances. At December 31, 2023 and 2022, the Company has a provision for estimated returns, refunds or allowances of $0.1 million and $0.3 million, respectively.

Sales tax collected from customers and remitted to governmental authorities is excluded from revenue.

Contract Liabilities

Contract liabilities are derived from payments received at the time an order is placed, for which the associated performance obligations have not been satisfied and revenue has not been recognized based on the Company’s revenue recognition criteria described above.

The following table is a summary of the contract liabilities (in thousands):


Rollforward of contract liabilities:
Contract liabilities at December 31, 2021	$	7,863
Revenue recognized		(171,489	)
Payments received in advance		172,355
Contract liabilities at December 31, 2022		8,729
Revenue recognized		(203,118	)
Payments received in advance		201,725
Acquired contract liabilities		21
Contract liabilities at December 31, 2023	$	7,357

Sales Contract Acquisition Costs

The Company’s incremental costs to obtain a contract may include a sales commission which is generally determined on a per order basis. For contracts in excess of one year, the Company recognizes such costs on a straight-line basis over the average customer life of two years for new customers and over the renewal period for existing customers which is generally one year. Sales commissions are included in Xometry’s sales and marketing expenses in the Consolidated Statements of Operations and Comprehensive Loss. For the years ended December 31, 2023, 2022 and 2021, we recognized approximately $8.1 million, $6.1 million and $0.5 million, respectively of amortization related to deferred sales commissions. As of December 31, 2023 and 2022, the Company had deferred sales contract acquisition costs of $3.1 million and $2.2 million, respectively which is classified in other current assets on the Consolidated Balance Sheets.

Cost of Revenue

(l)

Cost of Revenue

Cost of revenue for marketplace primarily consists of the cost of the products that are manufactured or produced by the Company’s suppliers for delivery to buyers on the Company's platform, internal and external production costs, shipping costs, and certain internal depreciation.

Cost of revenue for supplier services primarily consists of internal and external production costs and website hosting.

Leases

(m)

Leases

The Company determines if an arrangement contains a lease and the classification of that lease, if applicable, at its inception. Operating leases are included in operating lease right-of-use ("ROU") assets, operating lease liabilities and operating lease liabilities (net of current portion) in the Consolidated Balance Sheets. For leases with terms of twelve months or less, the Company does not recognize ROU assets or lease liabilities on the Consolidated Balance Sheets. Additionally, the Company elected to use the practical expedient to not separate lease and non-lease components for leases of real estate, meaning that for these leases, the non-lease components are included in the associated ROU asset and lease liability balances on the Company’s Consolidated Balance Sheets.

ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments under the lease. Operating lease ROU assets and lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. The implicit rate within the Company’s operating leases is generally not determinable, as such the Company uses its incremental borrowing rate at lease commencement to determine the present value of lease payments. The operating lease ROU asset also includes any lease prepayments, offset by lease incentives. Certain of the Company’s leases include options to extend or terminate the lease. The expected lease term includes options to extend or terminate the lease when it is reasonably certain the Company will exercise such option.

Lease expense for lease payments is recognized on a straight-line basis over the term of the lease.

Sales and Marketing

(n)

Sales and Marketing

Sales and marketing expenses are expensed as incurred and include the costs of digital marketing strategies, branding costs and other advertising costs, certain depreciation and amortization expense, contract acquisition costs and compensation expenses, including stock-based compensation, to the Company’s sales and marketing employees. For the years ended December 31, 2023, 2022 and 2021, the Company’s advertising costs were $31.7 million, $33.5 million and $20.7 million, respectively.

Operations and Support

(o)

Operations and Support

Operations and support expenses are the costs the Company incurs in support of the customers and suppliers on Xometry’s platforms which are provided by phone, email and chat for purposes of resolving customer and supplier related

matters. These costs primarily consist of compensation expenses of the support staff, including stock-based compensation, certain depreciation and amortization expense and software costs used in delivering customer and supplier services.

Product Development

(p)

Product Development

Product development costs which are not eligible for capitalization are expensed as incurred. This account also includes compensation expenses, including stock-based compensation to the Company’s employees performing these functions and certain depreciation and amortization expense.

General and Administrative

(q)

General and Administrative

General and administrative expenses primarily consist of compensation expenses, including stock-based compensation expenses, for executive, finance, legal and other administrative personnel, professional service fees and certain depreciation and amortization expense.

Stock Based Compensation

(r)

Stock Based Compensation

All stock-based compensation, including stock options and restricted stock units are measured at the grant date fair value of the award. The Company estimates grant date fair value of stock options using the Black-Scholes option-pricing model. The fair value of stock options and restricted stock units is recognized as compensation expense on a straight-line basis over the requisite service period, which is typically four years. The fair value of the restricted stock units is determined using the fair value of the Company's Class A common stock on the date of grant. Forfeitures are recorded in the period in which they occur.

The Black-Scholes model considers several variables and assumptions in estimating the fair value of stock-based awards. These variables include:

•

expected annual dividend yield;

•

expected volatility over the expected term;

•

expected term;

•

risk free interest rate;

•

per share value of the underlying common stock; and

•

exercise price.

For all stock options granted, the Company calculated the expected term using the simplified method for “plain vanilla” stock option awards. The risk-free interest rate is based on the yield available on U.S. Treasury issues similar in duration to the expected term of the stock-based award. As there was no public market for the Company's common stock prior to the initial public offering (“IPO”), the Company estimates its expected share price volatility based on the historical volatility of publicly traded peer companies and/or its own volatility and expects to continue to do so until such time as it has adequate historical data regarding the volatility of its own traded share price. The Company utilized a dividend yield of zero, as it had no history or plan of declaring dividends on its common stock.

Net Loss Per Share Attributable to Common Stockholders

(s)

Net Loss Per Share Attributable to Common Stockholders

The Company computes net loss per share using the two-class method required for multiple classes of common stock and participating securities. The two-class method requires income available to common stockholders for the year to be allocated between common stock and participating securities based upon their respective rights to receive dividends as if all income for the year had been distributed. Certain unvested share-based payment awards that contain nonforfeitable rights to dividends are treated as participating securities and therefore included in computing net income per share using the two-class method. The rights, including the liquidation and dividend rights, of the Class A common stock and Class B common stock are substantially identical, other than voting rights. Accordingly, the Class A common stock and Class B common stock share proportionately in the Company’s net losses.

Income Taxes

(t)

Income Taxes

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

To the extent that it is not considered to be more likely than not that a deferred tax asset will be realized, a valuation allowance is established.

The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained and are measured at the largest amount that is greater than 50% likely of being realized. The Company’s policy is to recognize interest and penalties related to income tax matters in income tax expense. Changes in recognition or measurement are reflected in the year in which the change in judgment occurs.

Commitments and Contingencies

(u)

Commitments and 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. Legal costs incurred in connection with loss contingencies are expensed as incurred.

Intangible Assets

(v)

Intangible Assets

Intangible assets are carried at cost and amortized on a straight-line basis over their estimated useful lives, which range from one to 17 years. Xometry reviews definite-lived intangible assets for impairment under the long-lived asset model described in Property and Equipment and Long-Lived Assets above.

Goodwill

(w)

Goodwill

Goodwill represents the excess purchase price over the estimated fair value of net assets acquired in a business combination. Goodwill is not amortized. The Company tests goodwill for impairment annually in the fourth quarter, or more frequently, if events or changes in circumstances indicate that the carrying value of a reporting unit, including goodwill, might be impaired.

In testing for goodwill impairment, we first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. These qualitative factors assessed may include the following: (i) significant changes in the manner of our use of the assets or the strategy of our overall business, (ii) certain restructuring initiatives, (iii) significant negative industry or economic trends and (iv) significant decline in our share price for a sustained period. If, after assessing the totality of events or circumstances, we determine it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then additional impairment testing is not required. However, if we conclude otherwise, we proceed to the quantitative assessment. During the years ended December 31, 2023, 2022 and 2021, the Company performed its qualitative assessment and determined that it was more likely than not that the fair value of our reporting units exceeded their carrying values.

When impairment indicators are identified the Company compares each reporting unit’s fair value to its carrying amount, including goodwill. An impairment loss is recognized as the difference, if any, between each reporting unit’s carrying amount and its fair value to the extent the difference does not exceed the total amount of goodwill allocated to the reporting unit.

Xometry determines the fair value of each reporting unit using an income approach. Under the income approach, the Company based fair value on estimated discounted future cash flows of each reporting unit. Determining the fair value of each reporting unit is judgmental in nature and requires the use of significant estimates and assumptions, including revenue growth rates and EBITDA margins, discount rates and future market conditions, among others (Level 3).

Recently Issued Accounting Standards

(x)

Recently Issued Accounting Standards

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires a public entity to disclose significant segment expenses and other segment items on an annual and interim basis and provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently required annually. Additionally, it requires a public entity to disclose the title and position of the Chief Operating Decision Maker (“CODM”). The ASU does not change how a public entity identifies its operating segments, aggregates them, or applies the quantitative thresholds to determine its reportable segments. The new standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. A public entity should apply the amendments in this ASU retrospectively to all prior periods presented in the financial statements. We expect this ASU to only impact our disclosures with no impacts to our results of operations, cash flows and financial condition.

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which focuses on the rate reconciliation and income taxes paid. ASU No. 2023-09 requires a public business

entity (“PBE”) to disclose, on an annual basis, a tabular rate reconciliation using both percentages and currency amounts, broken out into specified categories with certain reconciling items further broken out by nature and jurisdiction to the extent those items exceed a specified threshold. In addition, all entities are required to disclose income taxes paid, net of refunds received disaggregated by federal, state/local, and foreign and by jurisdiction if the amount is at least 5% of total income tax payments, net of refunds received. For PBEs, the new standard is effective for annual periods beginning after December 15, 2024, with early adoption permitted. An entity may apply the amendments in this ASU prospectively by providing the revised disclosures for the period ending December 31, 2025, and continuing to provide the pre-ASU disclosures for the prior periods, or may apply the amendments retrospectively by providing the revised disclosures for all period presented. We expect this ASU to only impact our disclosures with no impacts to our results of operations, cash flows, and financial condition.

There are currently no other accounting standards that have been issued, but not yet adopted, that are expected to have a significant impact on the Company’s consolidated financial position, results of operations or cash flows upon adoption.

Insider Trading Arrangements

3 Months Ended

Dec. 31, 2023

Trading Arrangements, by Individual

Material Terms of Trading Arrangement

During our last fiscal quarter, our directors and officers (as defined in Rule 16a-1(f) under the Securities and Exchange Act of 1934, as amended) adopted or terminated the contracts, instructions or written plans for the purchase or sale of the Company’s securities set forth in the table below.

      Type of Trading Arrangement

     

      Name and Position

      Action

      Adoption/Termination Date

      Rule 10b5-1*

      Non-Rule 10b5-1**

      Total Shares of Class A Common Stock to be Sold

      Total Shares of Class A Common Stock to be Purchased

      Expiration Date

Peter Goguen                                                             Chief Operating Officer

Adopted

12/15/2023

X

-

65,499

-

3/16/2026

Peter Goguen                                                             Chief Operating Officer

Adopted

12/15/2023

X

-

17,423

(1)

-

3/16/2026

* Contract, instruction or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.

** “Non-Rule 10b5-1 trading arrangement” as defined in Item 408(c) of Regulation S-K under the Exchange Act.

(1) This Rule 10b5-1 trading arrangement includes shares to be sold to satisfy tax withholding obligations arising from the vesting of restricted stock unit awards previously granted to Mr. Goguen that may vest and be released to him on or before December 15, 2025 upon satisfaction of the applicable service-based vesting conditions.

Peter Goguen [Member]

Trading Arrangements, by Individual

Name

Peter Goguen

Title

Chief Operating Officer

Rule 10b5-1 Arrangement Adopted

true

Non-Rule 10b5-1 Arrangement Adopted

false

Adoption Date

12/15/2023

Termination Date

3/16/2026

Aggregate Available

65,499

Peter Goguen One [Member]

Trading Arrangements, by Individual

Name

Peter Goguen

Title

Chief Operating Officer

Rule 10b5-1 Arrangement Adopted

true

Non-Rule 10b5-1 Arrangement Adopted

false

Adoption Date

12/15/2023

Termination Date

3/16/2026

Aggregate Available

17,423

Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Revenue	$ 463,406	$ 380,921	$ 218,336
Cost of revenue	285,147	234,930	161,195
Gross profit	178,259	145,991	57,141
Sales and marketing	93,688	84,371	39,422
Operations and support	52,372	48,628	23,683
Product development	34,462	31,013	17,780
General and administrative	70,916	58,246	34,942
Impairment of assets	397	824
Total operating expenses	251,835	223,082	115,827
Loss from operations	(73,576)	(77,091)	(58,686)
Other income (expenses)
Interest expense	(4,784)	(4,418)	(852)
Interest and dividend income	11,607	4,115	982
Other expenses	(1,511)	(2,183)	(2,866)
Income from unconsolidated joint venture	446	570	41
Total other income (expenses)	5,758	(1,916)	(2,695)
Loss before income taxes	(67,818)	(79,007)	(61,381)
Benefit (provision) for income taxes	353	(36)
Net loss	(67,465)	(79,043)	(61,381)
Net (loss) income attributable to noncontrolling interest	7	16	(2)
Net loss attributable to common stockholders	$ (67,472)	$ (79,059)	$ (61,379)
Net loss per share, basic	$ (1.41)	$ (1.68)	$ (2.33)
Net loss per share, diluted	$ (1.41)	$ (1.68)	$ (2.33)
Weighted-average number of shares outstanding used to compute net loss per share, basic	47,914,039	47,158,247	26,318,349
Weighted-average number of shares outstanding used to compute net loss per share, diluted	47,914,039	47,158,247	26,318,349
Comprehensive loss:
Foreign currency translation	$ 849	$ (81)	$ (61)
Total other comprehensive income (loss)	849	(81)	(61)
Net loss	(67,465)	(79,043)	(61,381)
Comprehensive (loss) income	(66,616)	(79,124)	(61,442)
Comprehensive income attributable to noncontrolling interest	29	56
Total comprehensive loss attributable to common stockholders	$ (66,645)	$ (79,180)	$ (61,442)
Common Class A and Class B [Member]
Other income (expenses)
Net loss per share, basic	$ (1.41)	$ (1.68)	$ (2.33)
Net loss per share, diluted	$ (1.41)	$ (1.68)	$ (2.33)
Weighted-average number of shares outstanding used to compute net loss per share, basic	47,914,039	47,158,247	26,318,349
Weighted-average number of shares outstanding used to compute net loss per share, diluted	47,914,039	47,158,247	26,318,349

Segments - Additional Information (Details)	12 Months Ended
Segments - Additional Information (Details)	Dec. 31, 2023 Segment
Segment Reporting [Abstract]
Number of operating segments	2
Number of reportable segments	2

Inventory (Tables)

12 Months Ended

Dec. 31, 2023

Inventory Disclosure [Abstract]

Schedule of Components of Inventory

Inventory consists of the following as of December 31, 2023 and 2022 (in thousands):


	December 31,		December 31,
	2023		2022

Raw materials	$	1,129	$	119
Work-in-progress		696		675
Tools inventory		-		477
Finished goods		1,060		300
Total	$	2,885	$	1,571

Organization and Description of Business

12 Months Ended

Dec. 31, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization and Description of Business

(1)

Organization and Description of Business

Xometry, Inc. (“Xometry”, the “Company”, “we”, or “our”) was incorporated in the State of Delaware in May 2013. Xometry is a global artificial intelligence (“AI”) powered online marketplace connecting buyers with suppliers of manufacturing services, driving the digital transformation of one of the largest industries in the world. We use our proprietary AI, machine learning and cloud-based services, including our Thomasnet® platform, to help buyers efficiently source custom-manufactured parts and assemblies, and empower suppliers of manufacturing services to grow their businesses. Xometry's corporate headquarters is located in North Bethesda, Maryland.

Our AI-enabled technology platform is powered by proprietary machine learning algorithms and datasets, resulting in a sophisticated two-sided marketplace that is rapidly digitizing the manufacturing industry. As a result, buyers can procure the products they want on demand, and suppliers can source new manufacturing opportunities that match their specific capabilities and capacity, ultimately resulting in locally resilient supply chains so goods can get to market faster. Every interaction on our marketplace provides rich data insights that allow us to continuously improve our AI models and create new products and services, fueling powerful network effects as we scale.

We use proprietary technology to enable product designers, engineers, buyers, and supply chain professionals to instantly access the capacity of a global network of manufacturing facilities. The Company’s platform makes it possible for buyers to quickly receive pricing, expected lead times, manufacturability feedback and place orders on the Company’s platform. The network allows the Company to provide high volumes of unique parts, including custom components and assemblies for its buyers.

Xometry’s suppliers’ capabilities include computer numerical control manufacturing, sheet metal forming, sheet cutting, 3D printing (including fused deposition modeling, direct metal laser sintering, PolyJet, stereolithography, selective laser sintering, binder jetting, carbon digital light synthesis, multi jet fusion and lubricant sublayer photo-curing), die casting, stamping, injection molding, urethane casting, tube cutting, tube bending, as well as finishing services, rapid prototyping and high-volume production. Xometry's extensible technology platform allows the Company to add new technologies and processes to gain more wallet share with our buyers.

We empower suppliers to grow their manufacturing businesses and improve machine uptime by providing access to an extensive, diverse base of buyers. We also offer suppliers supporting products and services to meet their unique needs. Through Thomasnet, a leading industrial sourcing platform in North America, we offer suppliers an array of digital advertising and marketing services and data solutions on Thomasnet. In addition, our suite of supplier services includes financial service products to stabilize and enhance cash flow and a cloud-based manufacturing execution system (“Workcenter”) to help suppliers optimize their productivity.

In 2021, we acquired Thomas Publishing Company and its subsidiaries (collectively, “Thomas”) and Fusiform, Inc. (d/b/a FactoryFour) (“FactoryFour”), expanding our basket of supplier services to include advertising and marketing services and Workcenter which gives shop owners the ability to build and manage workflows for all their projects, including those from non-Xometry customers, and quote new projects from Xometry and Thomas.

Stock Based Compensation - Schedule of Total Stock-based Compensation Costs (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Total stock compensation expense	$ 22,118	$ 19,172	$ 7,395
Sales and Marketing
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Total stock compensation expense	4,909	3,875	1,223
Operations and Support
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Total stock compensation expense	7,719	6,886	2,659
Product Development
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Total stock compensation expense	5,345	4,300	1,744
General and Administrative
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Total stock compensation expense	$ 4,145	$ 4,111	$ 1,769

Common Stock

12 Months Ended

Dec. 31, 2023

Equity [Abstract]

Common Stock

(7)

Common Stock

Initial Public Offering

On July 2, 2021, the Company closed its planned initial public offering ("IPO"), in which it issued and sold 7,906,250 shares of its Class A common stock. The initial offering price was $44.00 per share. The Company received net proceeds of approximately $325.3 million from the IPO after deducting underwriting discounts and commissions of $22.6 million. The Company also incurred approximately $3.7 million of other offering costs in connection with its IPO.

Upon the closing of the IPO on July 2, 2021, 8,665,797 shares of outstanding common stock were reclassified into Class A common stock, 27,758,941 shares of outstanding convertible preferred stock were converted into Class A common stock, and 2,676,154 shares of Class A common stock were exchanged by our co-founders for an equivalent number of shares of Class B common stock pursuant to the terms of the exchange agreement.

Also on July 2, 2021, the Company reserved 402,658 shares of its Class A common stock, representing 1% of the Company's fully diluted capitalization as of the date of approval by our board of directors, for charitable contributions to non-profit organizations. These shares will be issued over the next five years, in an amount not to exceed 20% of the initial reserve amount per calendar year. During 2023, 2022 and 2021, the Company donated 60,399, 60,399 and 40,266 shares of its Class A common stock, respectively, to a donor advised fund and recognized an expense associated with the charitable contribution of approximately $1.0 million, $2.3 million and $2.2 million which is recorded in general and administrative expense in the Consolidated Statements of Operations and Comprehensive Loss.

Prior to the Company's IPO on July 2, 2021, holders of common stock were entitled to one vote per share, receive dividends and, upon liquidation or dissolution, were entitled to receive all assets available for distribution to stockholders. The holders had no preemptive or other subscription rights and there were no redemption or sinking fund provisions with respect to such shares. Common stock was subordinate to the preferred stock with respect to dividend rights, rights upon liquidation, and dissolution of the Company.

On July 2, 2021, the Company amended and restated its certificate of incorporation to provide for two classes of common stock: Class A common stock and Class B common stock. The Company's authorized capital stock consists of 805 million shares, all with a par value of $0.000001 per share, of which:

•

750,000,000 are designated Class A common stock;

•

5,000,000 are designated Class B common stock; and

•

50,000,000 are designated preferred stock.

Shares of Class A common stock and Class B common stock have the same rights and privileges and rank equally, share ratably and are identical in all respects, including but not limited to dividends and distributions, liquidation rights, change of control transactions, subdivisions and combinations, no preemptive or similar rights, and conversion. Class B common stock may be converted to Class A common stock, at any time or from time to time as provided for in the certificate of incorporation. No Class B common stock were converted to Class A common stock during 2022.

Holders of our Class A common stock are entitled to one vote per share on any matter that is submitted to a vote of our stockholders. Holders of our Class B common stock are entitled to 20 votes per share on any matter submitted to a vote of our stockholders.

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 505
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481004/946-505-50-6

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480237/815-40-50-6

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480008/505-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(e)(1))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//505/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (c)
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-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Name Accounting Standards Codification
-Section 50
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Name Accounting Standards Codification
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Section 50
-Paragraph 18
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

+ Details

Property and Equipment and Long-Lived Assets (Tables)

12 Months Ended

Dec. 31, 2023

Property, Plant and Equipment [Abstract]

Summary of Components of Property and Equipment

Property and equipment consist of the following as of December 31, 2023 and 2022 (in thousands):


		December 31,			December 31,
	Useful Life	2023			2022

Technology hardware	3 years	$	3,355		$	2,927
Manufacturing equipment	2 - 9 years		5,482			2,892
Capitalized software development	3 years		44,004			24,343
Leasehold improvements	Shorter of useful life or lease term		1,365			1,345
Furniture and fixtures	7 years		2,630			1,705
Total			56,836			33,212
Less accumulated depreciation			(21,199	)		(14,133	)
Property and Equipment, net		$	35,637		$	19,079

Summary of Depreciation Expense

Depreciation expense for the years ended December 31, 2023, 2022 and 2021 was as follows (in thousands):


	Year Ended December 31,
	2023		2022		2021
Cost of revenue	$	172	$	82	$	104
Sales and marketing		43		-		11
Operations and support		174		57		155
Product development		5,763		3,158		2,655
General and administrative		878		700		207
Total depreciation expense	$	7,030	$	3,997	$	3,132

Acquisitions - Additional Information (Details) - USD ($)					12 Months Ended
	Jan. 02, 2023	Dec. 09, 2021	Nov. 05, 2021	Nov. 01, 2021	Dec. 31, 2023	Dec. 31, 2022	Nov. 30, 2023	Dec. 31, 2021
Business Acquisition [Line Items]
Goodwill acquired					$ 262,915,000	$ 258,036,000		$ 254,672,000
Increase in contingent consideration liability					$ 571,000	817,000
Business combination, transaction costs								$ 5,700,000
Maximum
Business Acquisition [Line Items]
Intangible assets, estimated useful lives					17 years
Minimum
Business Acquisition [Line Items]
Intangible assets, estimated useful lives					1 year
Big Blue Saw LLC
Business Acquisition [Line Items]
Aggregate non-contingent portion of purchase price				$ 1,500,000
Goodwill acquired				2,088,000
Fair value of contingent consideration				859,000		400,000
Initial fair value of contingent consideration				900,000
Contingent consideration first installment payment						500,000
Contingent consideration second installment payment							$ 500,000
Business combination, transaction costs				17,000
Big Blue Saw LLC \| Maximum
Business Acquisition [Line Items]
Contingent consideration				$ 1,000,000
Factory Four
Business Acquisition [Line Items]
Aggregate non-contingent portion of purchase price			$ 3,300,000
Goodwill acquired			5,032,000
Fair value of contingent consideration			1,470,000		$ 1,000,000	1,500,000
Contingent consideration first installment payment						800,000
Contingent consideration second installment payment							$ 800,000
Business combination, transaction costs			18,000
Factory Four \| Maximum
Business Acquisition [Line Items]
Contingent consideration			$ 2,500,000
Thomas
Business Acquisition [Line Items]
Aggregate non-contingent portion of purchase price		$ 275,800,000
Goodwill acquired		250,102,000
Additional goodwill						3,900,000
Indemnity recievables						4,800,000
Deferred tax liability, goodwill						600,000
Business combination, transaction costs		$ 5,661,000
Tridi Teknoloj A S Member
Business Acquisition [Line Items]
Aggregate non-contingent portion of purchase price	$ 3,800,000
Aggregate non-contingent portion of purchase price withheld for future payment	400,000
Business combination contingent consideration liability payment description					In addition, the purchase price included a contingent consideration arrangement to the former owner of Tridi up to a maximum amount of $1.25 million (undiscounted) in shares of the Company’s Class A common stock in two installments on the first and second anniversary of the acquisition
Goodwill acquired	4,836,000
Fair value of contingent consideration	860,000				$ 1,100,000
Initial fair value of contingent consideration	$ 900,000
Tridi Teknoloj A S Member \| Vendor Relationships
Business Acquisition [Line Items]
Intangible assets, estimated useful lives	10 years
Tridi Teknoloj A S Member \| Maximum
Business Acquisition [Line Items]
Contingent consideration	$ 1,250,000
General and Administrative \| Big Blue Saw LLC
Business Acquisition [Line Items]
Increase in contingent consideration liability					53,000	54,000
General and Administrative \| Factory Four
Business Acquisition [Line Items]
Increase in contingent consideration liability					300,000	$ 800,000
General and Administrative \| Tridi Teknoloj A S Member
Business Acquisition [Line Items]
Increase in contingent consideration liability					$ 300,000

Acquisitions (Tables)

12 Months Ended

Dec. 31, 2023

Tridi Teknoloj A S Member

Business Acquisition [Line Items]

Summary of Consideration Paid and Preliminary Fair Value of Assets Acquired and Liabilities Assumed

The following table (in thousands) summarizes the consideration paid for Tridi and the final fair value of the assets acquired and liabilities assumed on the acquisition date:


Consideration:
Cash	$	3,824
Settlement of preexisting relationship		357
Fair value of contingent consideration		860
Fair value of consideration		5,041

Recognized amounts of identifiable assets acquired and liabilities assumed:
Current assets		460
Property and equipment		22
Intangible asset		96
Current liabilities		(373	)
Total identifiable net assets assumed		205
Goodwill		4,836
Total	$	5,041

Big Blue Saw LLC

Business Acquisition [Line Items]

Summary of Consideration Paid and Preliminary Fair Value of Assets Acquired and Liabilities Assumed

The following table (in thousands) summarizes the consideration paid for Big Blue Saw and the final fair value of the assets acquired and liabilities assumed on the acquisition date:


Consideration:
Cash	$	1,201
Fair value of Class A common stock		250
Fair value of contingent consideration		859
Fair value of consideration		2,310
Acquisition cost included in general and administrative for the year ended December 31, 2021		17
Recognized amounts of identifiable assets acquired and liabilities assumed:
Current assets		125
Property and equipment		206
Right-of-use asset		105
Lease liability		(105	)
Current liabilities		(109	)
Total identifiable net assets assumed		222
Goodwill		2,088
Total	$	2,310

Factory Four

Business Acquisition [Line Items]

Summary of Consideration Paid and Preliminary Fair Value of Assets Acquired and Liabilities Assumed

The following table (in thousands) summarizes the consideration paid for FactoryFour and the fair value of the assets acquired and liabilities assumed on the acquisition date:


Consideration:
Cash	$	2,167
Fair value of Class A common stock		1,139
Fair value of contingent consideration		1,470
Fair value of consideration		4,776

Acquisition costs included in general and administrative for the year ended December 31, 2021		18
Recognized amounts of identifiable assets acquired and liabilities assumed:
Current assets		234
Property and equipment		28
Intangible asset - developed technology		140		(1)
Right-of-use asset		1,044
Lease liability		(1,044	)
Current liabilities		(658	)
Total identifiable net assets assumed		(256	)
Goodwill		5,032
Total	$	4,776

(1) The useful life of the acquired developed technology is 3 years.

Thomas

Business Acquisition [Line Items]

Summary of Consideration Paid and Preliminary Fair Value of Assets Acquired and Liabilities Assumed

The following table (in thousands) summarizes the consideration paid for Thomas and the final fair value of the assets acquired and liabilities assumed on the acquisition date:


Consideration:
Cash	$	174,320
Fair value of Class A common stock		101,499
Fair value of consideration		275,819

Acquisition costs included in general and administrative for the year ended December 31, 2021		5,661
Recognized amounts of identifiable assets acquired and liabilities assumed:
Current assets		16,411
Property and equipment		890
Intangible assets		41,844
Right-of-use assets		24,130
Other long-term assets		44
Investment in unconsolidated joint venture		4,156
Lease liabilities		(18,690	)
Deferred tax liability		(1,083	)
Income taxes payable		(3,343	)
Other long-term liabilities		(281	)
Contract liabilities		(6,745	)
Current liabilities		(30,580	)
Noncontrolling interest		(1,036	)
Total identifiable net assets assumed		25,717
Goodwill		250,102
Total	$	275,819

Schedule of Fair Value of Identifiable Intangible Asset

The following table (in thousands) summarizes the fair value of the identifiable intangible assets:


	Total		Estimated life
Customer relationships	$	36,600	15
Database		2,400	5
Trade name		800	10
Developed technology		600	5
Lease intangible assets		1,444	4
Total intangible assets	$	41,844

Schedule of Unaudited Pro Forma Condensed Combined Financial Information

This unaudited data is presented for informational purposes only and is not intended to represent or be indicative of the results of operations that would have been reported had the acquisition occurred on January 1, 2020. It should not be

taken as representative of future results of operations of the combined company. The following table presents the unaudited pro forma condensed combined financial information:


	For the Year Ended December 31,
	2021
	(unaudited)
Revenue	$	280,790
Net loss attributable to common stockholders		(61,852	)

Acquisitions - Summary of Fair Value of Identifiable Intangible Assets (Details) - Thomas Publishing Company [Member] $ in Thousands	Dec. 09, 2021 USD ($)
Business Acquisition [Line Items]
Total intangible assets	$ 41,844
Customer Relationships
Business Acquisition [Line Items]
Total intangible assets	$ 36,600
Acquired intangible assets, useful life	15 years
Database
Business Acquisition [Line Items]
Total intangible assets	$ 2,400
Acquired intangible assets, useful life	5 years
Trade Names
Business Acquisition [Line Items]
Total intangible assets	$ 800
Acquired intangible assets, useful life	10 years
Developed Technology
Business Acquisition [Line Items]
Total intangible assets	$ 600
Acquired intangible assets, useful life	5 years
Lease Intangible Assets
Business Acquisition [Line Items]
Total intangible assets	$ 1,444
Acquired intangible assets, useful life	4 years

Income Taxes

12 Months Ended

Dec. 31, 2023

Income Tax Disclosure [Abstract]

Income Taxes

(10)

Income Taxes

For the year ended December 31, 2023 and 2022 the Company has income tax (benefit) provision of $(0.4) million and less than $0.1 million, respectively. The Company's tax benefit is comprised of a current and deferred state tax benefit of $(0.2) million and $(0.2) million respectively for the year ended December 31, 2023. This estimated annual effective tax rate of 1% differs from the U.S. federal statutory rate primarily due to the effects of certain permanent items, foreign tax rate differences, and increases in the valuation allowance against deferred tax assets.

The reconciliation of the statutory federal income tax rate to the Company’s effective tax rate was as follows:


	Year Ended December 31,
	2023			2022			2021
Federal tax statutory rate		21	%		21	%		21	%
State tax rate, net of federal benefit		2			—			—
Foreign rate difference		2			2			1
Permanent difference: stock based compensation		(2	)		3			1
Permanent difference: other		(5	)		(2	)		(1	)
Change in state tax rate		5			—			—
Valuation allowance		(22	)		(24	)		(22	)
		1	%		—	%		—	%

Under GAAP, changes in tax rates and tax law are accounted for in the period of enactment and deferred tax assets and liabilities are measured at the enacted tax rate. The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at December 31, 2023 and 2022 are presented below (in thousands):


	December 31,
	2023			2022
Deferred tax assets:
Deferred compensation	$	3,783		$	3,392
Leases		4,070			4,913
Sec. 163(j) interest limitation carryforward		2,778			1,521
Allowance for doubtful accounts		553			501
Fixed assets		998			410
Charitable contributions		1,365			1,051
Unrealized losses		457			—
Other		1,354			1,346
Net operating loss		71,077			63,109
Total deferred tax assets		86,435			76,243
Less valuation allowance		(73,412	)		(59,789	)
Total deferred tax assets, net	$	13,023		$	16,454
Deferred tax liabilities:
Leases	$	(2,826	)	$	(5,886	)
Deferred sales commissions		5			(1,409	)
Acquisition costs and intangibles		(10,036	)		(9,576	)
Other		(441	)		(12	)
Total deferred tax liabilities		(13,298	)		(16,883	)
Net deferred tax liability	$	(275	)	$	(429	)

Tax Valuation Allowance

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences become deductible. Management considers scheduled reversals of deferred tax liabilities, projecting future taxable income, and tax planning strategies that can be implemented by the Company in making the assessment.

As of December 31, 2023, and 2022, the Company had a valuation allowance of $73.4 million and $59.8 million, respectively, against certain deferred tax assets. The valuation allowance relates to the deferred tax assets of the Company’s U.S. entities, including federal and state tax attributes and timing differences, as well as the deferred tax assets of its foreign subsidiaries. The increase in the valuation allowance during 2023 is primarily related to the pre-tax losses generated in the U.S and non-U.S. operations.

Net Operating Loss and Credit Carryforwards

As of December 31, 2023, the Company has net operating loss (“NOL”) carryforwards for U.S. federal income tax purposes, and similar state amounts, of approximately $228.6 million available to reduce future income subject to income taxes before limitations. As of December 31, 2023, the Company had a net operating loss carryforward for tax purposes related to its foreign subsidiaries of $50.1 million. U.S. federal net operating carryforwards generated prior to 2018 in the approximate amount of $61.5 million will begin to expire, if not utilized, in 2025. Our non-U.S. net operating loss and U.S. federal net operating losses post 2017 have an indefinite life. Under the provisions of U.S. Internal Revenue Code Section 382, certain substantial changes in the Company’s ownership may result in a limitation in the amount of U.S. net operating loss carryforwards that can be utilized annually to offset future taxable income.

Of the total loss carryforward available, approximately $57.2 million of net operating losses were attributable to the acquisition of Thomas. During 2022, management completed its evaluation of any limitations on the ability of the Company to utilize the Thomas net operating loss carryforward. As a result of this evaluation, management has determined that the annual limitation, as determined under Section 382 of the Internal Revenue Code, would not prevent the Company from utilizing the net operating losses before expiration to the extent the Company is able to generate sufficient future taxable income.

Uncertain Tax Positions

For uncertain tax positions, the Company uses a more-likely-than-not recognition threshold based on the technical merits of the tax position taken. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefits determined on a cumulative probability basis, which are more-likely-than-not to be realized upon ultimate settlement in the financial statements. Our gross unrecognized tax benefits related to uncertain tax positions were not material to the Company's financial position or operations for all periods presented.

The Company’s federal and state income tax returns are subject to examination by income taxing authorities, generally for three years after the returns are filed. However, tax attribute carryforwards may still be adjusted upon examination by tax authorities. The Company is not currently under examination by any tax jurisdiction for federal or state income taxation.

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//740/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-14

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-21

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 270
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482526/740-270-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
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-Name Accounting Standards Codification
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-Paragraph 17
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-17

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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-SubTopic 10
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-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
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-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-2

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482603/740-30-50-2

+ Details

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

Schedule of the effect of corrections

A summary of the effect of the corrections on the Consolidated Balance Sheet as of December 31, 2022 is as follows (in thousands):


	December 31, 2022
	As Reported			Corrections			As Adjusted
Assets
Accounts receivable	$	49,188		$	89		$	49,277
Other current assets		12,273			(2,900	)		9,373
Total current assets		390,055			(2,811	)		387,244
Total assets	$	736,925		$	(2,811	)	$	734,114
Liabilities and stockholders’ equity
Accrued expenses		33,430			3			33,433
Contract liabilities		8,509			220			8,729
Total current liabilities		63,803			223			64,026
Total liabilities		362,092			223			362,315
Accumulated deficit		(249,366	)		(3,034	)		(252,400	)
Total liabilities and stockholders’ equity	$	736,925		$	(2,811	)	$	734,114

A summary of the effect of the corrections on the Consolidated Statement of Operation and Comprehensive Loss for the year ended December 31, 2022 is as follows (in thousands, except per share data):


	Year ended December 31, 2022
	As Reported			Corrections			As Adjusted
Revenue	$	381,053		$	(132	)	$	380,921
Cost of revenue		233,487			1,443			234,930
Gross profit		147,566			(1,575	)		145,991
Operating expenses:
Sales and marketing		83,222			1,149			84,371
Operations and support		48,572			56			48,628
General and administrative		57,992			254			58,246
Total operating expenses		221,623			1,459			223,082
Loss from operations		(74,057	)		(3,034	)		(77,091	)
Loss before income taxes		(75,973	)		(3,034	)		(79,007	)
Net loss		(76,009	)		(3,034	)		(79,043	)
Net loss attributable to common stockholders	$	(76,025	)	$	(3,034	)	$	(79,059	)
Net loss per share, basic and diluted, of Class A and Class B common stock	$	(1.61	)	$	(0.07	)	$	(1.68	)


	Year ended December 31, 2022
	As Reported			Corrections			As Adjusted
Net loss	$	(76,009	)	$	(3,034	)	$	(79,043	)
Changes in operating assets and liabilities
Accounts receivable, net		(16,923	)		(89	)		(17,012	)
Other assets, current and long term		(7,016	)		2,900			(4,116	)
Accrued expenses		403			3			406
Contract liabilities		515			220			735


	Summary
Disaggregated Revenue and Cost of Revenue Information	As Reported		Corrections			As Adjusted
Marketplace
Revenue	$	303,134	$	89		$	303,223
Cost of revenue		216,336		1,443			217,779
Gross profit	$	86,798	$	(1,354	)	$	85,444

Supplier Services
Revenue	$	77,919	$	(221	)	$	77,698
Cost of revenue		17,151		-			17,151
Gross profit	$	60,768	$	(221	)	$	60,547


	For The Year Ended December 31, 2022
Segments	As Reported			Corrections			As Adjusted
Revenues
U.S.	$	347,842		$	(132	)	$	347,710

Losses
U.S.	$	(58,758	)	$	(3,034	)	$	(61,792	)

Summary of Allowance for Credit Losses Related to Accounts Receivable

The allowance for credit losses related to accounts receivable and changes were as follows (in thousands):



	2023			2022			2021

Allowance for credit losses
Balance at beginning of year, January 1	$	1,988		$	809		$	569
Charge to provision accounts		2,186			1,324			295
Write-offs or other		(1,730	)		(145	)		(55	)
Balance at period end December 31, respectively	$	2,444		$	1,988		$	809

Summary of Contract Liabilities

The following table is a summary of the contract liabilities (in thousands):


Rollforward of contract liabilities:
Contract liabilities at December 31, 2021	$	7,863
Revenue recognized		(171,489	)
Payments received in advance		172,355
Contract liabilities at December 31, 2022		8,729
Revenue recognized		(203,118	)
Payments received in advance		201,725
Acquired contract liabilities		21
Contract liabilities at December 31, 2023	$	7,357

Goodwill and Intangible Assets - Additional Information (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Goodwill And Intangible Assets [Line Items]
Impairment of intangible asset	$ 0	$ 0	$ 0
Goodwill	262,915,000	258,036,000	254,672,000
Amortization expense	3,344,000	3,436,000	$ 464,000
Estimated amortization expense for intangible assets and lease intangible assets for 2024	3,600,000
Estimated amortization expense for intangible assets and lease intangible assets for 2025	3,600,000
Estimated amortization expense for intangible assets and lease intangible assets for 2026	3,200,000
Estimated amortization expense for intangible assets and lease intangible assets for 2027	2,600,000
Estimated amortization expense for intangible assets and lease intangible assets for 2028	2,600,000
Estimated amortization expense for intangible assets and lease intangible assets thereafter	20,200,000
U.S.
Goodwill And Intangible Assets [Line Items]
Goodwill	258,000,000	$ 258,000,000
International
Goodwill And Intangible Assets [Line Items]
Goodwill	$ 4,900,000

Income Taxes - Schedule of Deferred Tax Assets and Deferred Tax Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Deferred tax assets
Deferred compensation	$ 3,783	$ 3,392
Leases	4,070	4,913
Sec. 163(j) interest limitation carryforward	2,778	1,521
Allowance for doubtful accounts	553	501
Fixed assets	998	410
Charitable contributions	1,365	1,051
Unrealized losses	457
Other	1,354	1,346
Net operating loss	71,077	63,109
Total deferred tax assets	86,435	76,243
Less valuation allowance	(73,412)	(59,789)
Total deferred tax assets, net	13,023	16,454
Deferred tax liabilities
Leases	(2,826)	(5,886)
Deferred sales commissions	5	(1,409)
Acquisition costs and intangibles	(10,036)	(9,576)
Other	(441)	(12)
Total deferred tax liabilities	(13,298)	(16,883)
Net deferred tax liability	$ (275)	$ (429)

Disaggregated Revenue and Cost of Revenue Information

12 Months Ended

Dec. 31, 2023

Revenue from Contract with Customer [Abstract]

Disaggregated Revenue and Cost of Revenue Information

(15)

Disaggregated Revenue and Cost of Revenue Information

The following table present our revenues disaggregated by line of business. Revenue from our marketplace primarily reflects the sales of parts and assemblies on our platform. Revenue from supplier services primarily includes the sale of digital advertising and marketing services, and to a lesser extent financial service products, SaaS products and supplies.

Revenue is presented in the following tables for the years ended December 31, 2023 and 2022 (in thousands, supplier service revenue for the year ended December 31, 2021, was not considered material):


	Year Ended December 31,
Marketplace	2023		2022
Revenue	$	394,754	$	303,223
Cost of revenue		273,264		217,779
Gross Profit	$	121,490	$	85,444

Supplier Services
Revenue	$	68,652	$	77,698
Cost of revenue		11,883		17,151
Gross Profit	$	56,769	$	60,547

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-9

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-10

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-15

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-13

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Topic 606
-Publisher FASB
-URI https://asc.fasb.org//606/tableOfContent

+ Details

Debt and Commitments and Contingencies - Summary of Total Restructuring Costs (Details) - Employee Termination Benefits - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Restructuring Cost and Reserve [Line Items]
Total restructure charge	$ 738	$ 1,549
Sales and Marketing
Restructuring Cost and Reserve [Line Items]
Total restructure charge	224	506
Operations and Support
Restructuring Cost and Reserve [Line Items]
Total restructure charge	230	432
Product Development
Restructuring Cost and Reserve [Line Items]
Total restructure charge	117	458
General and Administrative
Restructuring Cost and Reserve [Line Items]
Total restructure charge	$ 167	$ 153

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

Convertible Preferred Stock

12 Months Ended

Dec. 31, 2023

Temporary Equity Disclosure [Abstract]

Convertible Preferred Stock

(8)

Convertible Preferred Stock

The Company issued the following series of its preferred stock–Series Seed-1 Convertible Preferred Stock in September 2013, Series Seed-2 Convertible Preferred Stock in July 2014, Series A-1 Convertible Preferred Stock in October 2015, Series A-2 Convertible Preferred Stock in December 2016 and July 2020, Series B Convertible Preferred Stock in June 2017 and July 2020, Series C Convertible Preferred Stock in June 2018 and July 2020, Series D Convertible Preferred Stock in May 2019 and July 2020, Series E Convertible Preferred Stock in July 2020 (collectively referred to as the “Convertible Preferred Stock”).

In connection with the Company's IPO on July 2, 2021, 27,758,941 shares of Convertible Preferred Stock were converted to Class A common stock. Of those 27,758,941 shares of Convertible Preferred Stock, 407,308 were exchanged for Class B common stock.

Summary of Significant Accounting Policies - Summary of Effect of Corrections on Consolidated Balance Sheet (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Accounts receivable	$ 70,102	$ 49,277
Other current assets	8,897	9,373
Total current assets	356,231	387,244
Total assets	707,387	734,114
Accrued expenses	41,845	33,433
Contract liabilities	7,357	8,729	$ 7,863
Total current liabilities	83,195	64,026
Total liabilities	376,968	362,315
Accumulated deficit	(319,872)	(252,400)
Total liabilities and stockholders' equity	$ 707,387	734,114
As Reported
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Accounts receivable		49,188
Other current assets		12,273
Total current assets		390,055
Total assets		736,925
Accrued expenses		33,430
Contract liabilities		8,509
Total current liabilities		63,803
Total liabilities		362,092
Accumulated deficit		(249,366)
Total liabilities and stockholders' equity		736,925
Corrections
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Accounts receivable		89
Other current assets		(2,900)
Total current assets		(2,811)
Total assets		(2,811)
Accrued expenses		3
Contract liabilities		220
Total current liabilities		223
Total liabilities		223
Accumulated deficit		(3,034)
Total liabilities and stockholders' equity		$ (2,811)

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Cash flows from operating activities:
Net loss	$ (67,465)	$ (79,043)	$ (61,381)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	10,738	7,819	3,596
Impairment of assets	397	824
Reduction in carrying amount of right-of-use asset	14,355	7,236	1,056
Stock based compensation	22,118	19,172	7,395
Non-cash interest expense			111
Loss on debt extinguishment			272
Revaluation of contingent consideration	571	817
(Income) loss from unconsolidated joint venture	(46)	130	(41)
Donation of common stock	1,029	2,272	2,226
Losses on marketable securities		1,855	2,002
Loss on sale of property and equipment	92	47	20
Inventory write-off	223	133
Amortization of deferred costs on convertible notes	1,860	1,718
Deferred taxes benefit	(154)	(653)	(179)
Restructuring charge		1,549
Changes in other assets and liabilities:
Accounts receivable, net	(20,594)	(17,012)	(11,117)
Inventory	(1,550)	351	293
Prepaid expenses	1,669	(1,616)	(4,025)
Other assets	(80)	(4,116)	464
Accounts payable	6,743	(215)	5,215
Accrued expenses	7,453	406	(12,008)
Contract liabilities	(1,404)	735	(1,625)
Lease liabilities	(5,520)	(5,727)	(845)
Income taxes payable	(312)	743
Net cash used in operating activities	(29,877)	(62,575)	(68,571)
Cash flows from investing activities:
Purchases of marketable securities	(11,582)	(284,096)	(267,467)
Proceeds from sale of marketable securities	50,000	58,927	235,000
Purchases of property and equipment	(18,486)	(13,650)	(6,262)
Proceeds from life insurance			627
Proceeds from sale of property and equipment	223	189
Cash paid for business combination, net of cash acquired	(3,349)		(174,646)
Net cash provided by (used in) investing activities	16,806	(238,630)	(212,748)
Cash flows from financing activities:
Proceeds from initial public offering, net of underwriters' discount			325,263
Payments in connection with initial public offering			(3,678)
Proceeds from stock options exercised	1,909	3,715	2,291
Repayment of term loan			(16,136)
Proceeds from the exercise of warrants			40
Proceeds from issuance of convertible notes		287,500
Costs incurred in connection with issuance of convertible notes		(9,309)
Payment of contingent consideration	(842)	(932)
Payments on finance lease obligations		(2)	(12)
Net cash provided by financing activities	1,067	280,972	307,768
Effect of foreign currency translation on cash and cash equivalents	(234)	(367)	(61)
Net (decrease) increase in cash and cash equivalents	(12,238)	(20,600)	26,388
Cash and cash equivalents at beginning of the year	65,662	86,262	59,874
Cash and cash equivalents at end of the year	53,424	65,662	86,262
Supplemental cash flow information:
Cash paid for interest	2,875	1,414	907
Non-cash investing and financing activities:
Non-cash purchase of property and equipment	5,353	279
Non-cash consideration in connection with business combination	$ 1,593	$ (518)	2,339
Shares issued in business combinations			$ 102,888

Consolidated Statements of Changes in Convertible Preferred Stock and Stockholders' Equity (Deficit) - USD ($) $ in Thousands	Total	Common Stock	Additional Paid-In Capital	Accumulated Other Comprehensive Income (Loss)	Accumulated Deficit	Total Stockholders' Equity	Noncontrolling Interest	Convertible Preferred Stock Seed-1, Seed-2, Series A-1, Series A-2, Series B, Series C, Series D, Series E	Convertible Preferred Stock Seed-1, Seed-2, Series A-1, Series A-2, Series B, Series C, Series D, Series E Initial Public Offering	Class A - Common Stock	Class B - Common Stock
Temporary equity, Balance at Dec. 31, 2020								$ 160,713
Temporary equity, Balance, Shares at Dec. 31, 2020								27,758,941
Balance at Dec. 31, 2020	$ (111,249)		$ 503	$ 210	$ (111,962)	$ (111,249)
Balance, Shares at Dec. 31, 2020		7,755,782
Conversion of convertible preferred stock in connection with the initial public offering	160,713		160,713			160,713			$ (160,713)
Conversion of convertible preferred stock in connection with the initial public offering, Shares									(27,758,941)	27,351,633	407,308
Exercise of common stock options	$ 2,291		2,291			2,291
Exercise of common stock options, Shares	1,101,539	910,015								178,402
Conversion of common stock in connection with the initial public offering, Shares		(8,665,797)								6,396,951	2,268,846
Exercise of warrants	$ 40		40			40
Exercise of warrants, Shares										24,242
Issuance of common stock in connection with the initial public offering, net of underwriters' discount	325,263		325,263			325,263
Issuance of common stock in connection with the initial public offering, net of underwriter's discount										7,906,250
Cost of initial public offering	(3,678)		(3,678)			(3,678)
Share issued in business combinations	102,888		102,888			102,888
Share issued in business combinations, Shares										2,100,660
Noncontrolling interest acquired in business combination	1,036						$ 1,036
Donated common stock	2,226		2,226			2,226
Donated common stock, Shares										40,266
Stock based compensation	7,395		7,395			7,395
Comprehensive loss:
Foreign currency translation	(61)			(61)		(61)
Net (loss) income	(61,381)				(61,379)	(61,379)	(2)
Comprehensive (loss) income	(61,442)			(61)	(61,379)	(61,440)	(2)
Balance at Dec. 31, 2021	425,483		597,641	149	(173,341)	424,449	1,034
Balance, Shares at Dec. 31, 2021										43,998,404	2,676,154
Exercise of common stock options	$ 3,715		3,715			3,715
Exercise of common stock options, Shares	682,958									684,916
Vesting of restricted stock units,shares										72,968
Other common stock issued	$ 281		281			281
Other common stock issued, Shares										5,577
Donated common stock	2,272		2,272			2,272
Donated common stock, Shares										60,399
Stock based compensation	19,172		19,172			19,172
Comprehensive loss:
Foreign currency translation	(81)			(121)		(121)	40
Net (loss) income	(79,043)				(79,059)	(79,059)	16
Comprehensive (loss) income	(79,124)			(121)	(79,059)	(79,180)	56
Balance at Dec. 31, 2022	371,799		623,081	28	(252,400)	370,709	1,090
Balance, Shares at Dec. 31, 2022										44,822,264	2,676,154
Exercise of common stock options	$ 1,909		1,909			1,909
Exercise of common stock options, Shares	264,445									274,680
Vesting of restricted stock units,shares										328,474
Share issued in business combinations	$ 180		180			180
Share issued in business combinations, Shares										3,562
Donated common stock	1,029		1,029			1,029
Donated common stock, Shares										60,399
Stock based compensation	22,118		22,118			22,118
Comprehensive loss:
Foreign currency translation	849			827		827	22
Net (loss) income	(67,465)				(67,472)	(67,472)	7
Comprehensive (loss) income	(66,616)					(66,645)	29
Balance at Dec. 31, 2023	$ 330,419		$ 648,317	$ 855	$ (319,872)	$ 329,300	$ 1,119
Balance, Shares at Dec. 31, 2023										45,489,379	2,676,154

Leases - Summary of Leases Cost (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Leases [Abstract]
Operating lease costs	$ 5,725	$ 6,805
Variable lease costs	1,315	1,083
Short-term least costs	133	160
Amortization of in-place lease intangible assets	364	386
Amortization of in place lease asset - below market	949	1,332
Lease abandonment cost	8,706
Sublease income	(2,112)	(1,978)
Total operating lease cost	$ 15,080	$ 7,788

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions	Dec. 31, 2023	Dec. 31, 2022
Allowance for credit losses, accounts receivable current	$ 2.4	$ 2.0
Preferred stock, par or stated value per share	$ 0.000001	$ 0.000001
Preferred stock, shares authorized	50,000,000	50,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Class A Common Stock
Common stock, par or stated value per share	$ 0.000001	$ 0.000001
Common stock shares authorized	750,000,000	750,000,000
Common stock share issued	45,489,379	44,822,264
Common stock share outstanding	45,489,379	44,822,264
Class B Common Stock
Common stock, par or stated value per share	$ 0.000001	$ 0.000001
Common stock shares authorized	5,000,000	5,000,000
Common stock share issued	2,676,154	2,676,154
Common stock share outstanding	2,676,154	2,676,154

Property and Equipment and Long-Lived Assets

12 Months Ended

Dec. 31, 2023

Property, Plant and Equipment [Abstract]

Property and Equipment and Long-Lived Assets

(5)

Property and Equipment and Long-Lived Assets

Property and equipment consist of the following as of December 31, 2023 and 2022 (in thousands):


		December 31,			December 31,
	Useful Life	2023			2022

Technology hardware	3 years	$	3,355		$	2,927
Manufacturing equipment	2 - 9 years		5,482			2,892
Capitalized software development	3 years		44,004			24,343
Leasehold improvements	Shorter of useful life or lease term		1,365			1,345
Furniture and fixtures	7 years		2,630			1,705
Total			56,836			33,212
Less accumulated depreciation			(21,199	)		(14,133	)
Property and Equipment, net		$	35,637		$	19,079

Depreciation expense for the years ended December 31, 2023, 2022 and 2021 was as follows (in thousands):


	Year Ended December 31,
	2023		2022		2021
Cost of revenue	$	172	$	82	$	104
Sales and marketing		43		-		11
Operations and support		174		57		155
Product development		5,763		3,158		2,655
General and administrative		878		700		207
Total depreciation expense	$	7,030	$	3,997	$	3,132

Acquisitions

12 Months Ended

Dec. 31, 2023

Business Combinations [Abstract]

Acquisitions

(13)

Acquisitions

Tridi

On January 2, 2023, the Company acquired Tridi Teknoloj A.S. (“Tridi”) located in Istanbul, Türkiye pursuant to a Share Purchase Agreement. The acquisition of Tridi extends the Company's marketplace capabilities in Europe and provides the Company with access to the Turkish market. The Company accounted for the acquisition as a business combination. The goodwill of $4.8 million arising from the acquisition of Tridi related to expected synergies including access to the Turkish market and an established supplier network. The goodwill is included in our International reporting segment and is not deductible for tax purposes. The aggregate non-contingent portion of the purchase price was approximately $3.8 million in cash, of which approximately $0.4 million was withheld and will be paid in a future period. In addition, the purchase price included a contingent consideration arrangement to the former owner of Tridi up to a maximum amount of $1.25 million (undiscounted) in shares of the Company’s Class A common stock in two installments on the first and second anniversary of the acquisition. The contingent consideration arrangement is tied to the achievement of revenue thresholds. The initial fair value of the contingent consideration of $0.9 million was estimated by applying an income valuation approach. The measurement is based on inputs that are not observable in the market (Level 3 inputs). Key assumptions made include (a) discount rate and (b) probability weighted assumptions about achieving revenue thresholds. As of December 31, 2023, the total contingent consideration had a fair value of $1.1 million. During the year ended December 31, 2023, the Company recorded an approximate $0.3 million increase to the contingent consideration liability with a corresponding expense recognized in general and administrative expense on our Consolidated Statements of Operations and Comprehensive Loss.

The following table (in thousands) summarizes the consideration paid for Tridi and the final fair value of the assets acquired and liabilities assumed on the acquisition date:


Consideration:
Cash	$	3,824
Settlement of preexisting relationship		357
Fair value of contingent consideration		860
Fair value of consideration		5,041

Recognized amounts of identifiable assets acquired and liabilities assumed:
Current assets		460
Property and equipment		22
Intangible asset		96
Current liabilities		(373	)
Total identifiable net assets assumed		205
Goodwill		4,836
Total	$	5,041

The estimated fair value of the intangible asset acquired was determined by the Company. The Company engaged a third‑party expert to assist with the valuation analysis. The Company used a cost method to estimate the fair value of the vendor relationship using Level 3 inputs. The useful life of the vendor relationship is 10 years.

Tridi’s results of operations were included in the Company's consolidated financial statements from the date of acquisition, January 2, 2023. The acquisition of Tridi was not considered material to the Company for the years presented, and therefore, proforma information has not been presented.

Big Blue Saw

On November 1, 2021, the Company acquired Big Blue Saw LLC ("Big Blue Saw") subject to an Asset Purchase Agreement. The acquisition of Big Blue Saw extended our marketplace capabilities in water jet and laser cutting. The Company accounted for the acquisition as a business combination. The goodwill of $2.1 million arising from the acquisition of Big Blue Saw related to certain expected synergies which includes improved pricing capabilities. This goodwill which is included in our U.S. reporting segment is deductible for tax purposes. The aggregate non-contingent portion of the purchase price was $1.5 million and was paid in cash and Class A common stock on the acquisition date. In addition, the purchase price includes a contingent consideration arrangement to the former owner of Big Blue Saw up to a maximum amount of $1.0 million (undiscounted) in two installments on the first and second anniversary of the acquisition and is based on client conversions. The initial fair value of the contingent consideration of $0.9 million was estimated by applying an income valuation approach. The measurement is based on inputs that are not observable in the market (Level 3 inputs). Key assumptions made include (a) discount rate and (b) probably weighted assumptions about client conversions.

During the years ended December 31, 2023 and 2022, the Company recorded an approximate $53,000 and $54,000, respectively, increase to the contingent consideration liability with a corresponding expense recognized in general and administrative expense on our Consolidated Statements of Operations and Comprehensive Loss. The Company re-evaluated the fair value of the contingent consideration based on current information available to the Company subsequent to our acquisition using a similar methodology as described above. As of December 31, 2022, the total contingent consideration had a fair value of $0.4 million. In December 2022, the Company paid the first installment payment of $0.5 million to the former owner of Big Blue Saw. In November 2023, the Company paid the second installment payment of approximately $0.5 million to the former owner of Big Blue Saw.

The following table (in thousands) summarizes the consideration paid for Big Blue Saw and the final fair value of the assets acquired and liabilities assumed on the acquisition date:


Consideration:
Cash	$	1,201
Fair value of Class A common stock		250
Fair value of contingent consideration		859
Fair value of consideration		2,310
Acquisition cost included in general and administrative for the year ended December 31, 2021		17
Recognized amounts of identifiable assets acquired and liabilities assumed:
Current assets		125
Property and equipment		206
Right-of-use asset		105
Lease liability		(105	)
Current liabilities		(109	)
Total identifiable net assets assumed		222
Goodwill		2,088
Total	$	2,310

FactoryFour

On November 5, 2021, the Company acquired FactoryFour subject to an Asset Purchase Agreement. FactoryFour provides SaaS based solution to help manufacturers in the Xometry marketplace improve lead times and make strong, data-driven decisions through real-time production tracking. The Company accounted for the acquisition as a business combination. The goodwill of $5.0 million arising from the acquisition of FactoryFour related to certain expected synergies which includes our ability to offer a wider range of products to sellers on our platform. This goodwill which is included in our U.S. reporting segment is deductible for tax purposes. The aggregate non-contingent portion of the purchase price was $3.3 million and was paid in cash and Class A common stock on the acquisition date. In addition, the purchase price includes a contingent consideration arrangement to the former owners of FactoryFour up to a maximum amount of $2.5 million (undiscounted) in three installments on the first, second and third anniversary of the acquisition and is based on gross total orders. The initial fair value of the contingent consideration of $1.5 million was estimated by applying an option pricing model. The measurement is based on inputs that are not observable in the market (Level 3 inputs). Key assumptions made include (a) discount rate, (b) time to expiration, (c) stock price, (d) hurdle rate, (e) risk free rate, (f) volatility, (g) dividend rate and (f) assumptions about gross total orders.

During the years ended December 31, 2023 and 2022, the Company recorded an approximate $0.3 million and $0.8 million, respectively, increase to the contingent consideration liability with a corresponding expense recognized in general and administrative expense on our Consolidated Statement of Operations and Comprehensive Loss. The Company re-evaluated the fair value of the contingent consideration based on current information available to the Company subsequent to our acquisition. To estimate the current fair value, we applied an income valuation approach. The measurement is based on inputs that are not observable in the market (Level 3 inputs). Key assumptions made include (a) discount rate and (b) probability weighted assumptions about gross total orders. As of December 31, 2023 and 2022, the total contingent consideration had a fair value of $1.0 million and $1.5 million, respectively. In December 2022, the Company paid the first installment payment of $0.8 million to the former owners of FactoryFour. In November 2023, the Company paid the second installment payment of $0.8 million to the former owners of FactoryFour.

The following table (in thousands) summarizes the consideration paid for FactoryFour and the fair value of the assets acquired and liabilities assumed on the acquisition date:


Consideration:
Cash	$	2,167
Fair value of Class A common stock		1,139
Fair value of contingent consideration		1,470
Fair value of consideration		4,776

Acquisition costs included in general and administrative for the year ended December 31, 2021		18
Recognized amounts of identifiable assets acquired and liabilities assumed:
Current assets		234
Property and equipment		28
Intangible asset - developed technology		140		(1)
Right-of-use asset		1,044
Lease liability		(1,044	)
Current liabilities		(658	)
Total identifiable net assets assumed		(256	)
Goodwill		5,032
Total	$	4,776

(1) The useful life of the acquired developed technology is 3 years.

The acquisitions of Big Blue Saw and FactoryFour were not considered material individually or in the aggregate to the Company for the periods presented, and therefore, proforma information has not been presented.

Thomas

On December 9, 2021, the Company acquired Thomas subject to an Agreement and Plan of Merger. Xometry leverages Thomas’ marketing and data services to deliver a suite of end-to-end services for suppliers with additional financial services and digital marketing products. The Company accounted for the acquisition as a business combination. The goodwill of $250.1 million arising from the acquisition of Thomas related to certain expected synergies which includes growing buyers and suppliers, expanding into new categories and enhancing supplier services. This goodwill, which is included in our U.S. reporting segment, is not deductible for tax purposes. The aggregate non-contingent portion of the purchase price was approximately $275.8 million and was paid in cash and Class A common stock on the acquisition date.

During the year ended December 31, 2022, the Company recognized measurement period adjustments primarily related to certain other assets, lease intangibles and tax liabilities which resulted in additional goodwill of approximately $3.9 million. The Company also recognized within current assets $4.8 million of indemnity receivables from the Thomas seller which was recovered by the Company in 2023. A portion of the deferred tax liability of $0.6 million which was recognized on the acquisition date was subsequently recognized into income during the year ended December 31, 2022.

The following table (in thousands) summarizes the consideration paid for Thomas and the final fair value of the assets acquired and liabilities assumed on the acquisition date:


Consideration:
Cash	$	174,320
Fair value of Class A common stock		101,499
Fair value of consideration		275,819

Acquisition costs included in general and administrative for the year ended December 31, 2021		5,661
Recognized amounts of identifiable assets acquired and liabilities assumed:
Current assets		16,411
Property and equipment		890
Intangible assets		41,844
Right-of-use assets		24,130
Other long-term assets		44
Investment in unconsolidated joint venture		4,156
Lease liabilities		(18,690	)
Deferred tax liability		(1,083	)
Income taxes payable		(3,343	)
Other long-term liabilities		(281	)
Contract liabilities		(6,745	)
Current liabilities		(30,580	)
Noncontrolling interest		(1,036	)
Total identifiable net assets assumed		25,717
Goodwill		250,102
Total	$	275,819

The following table (in thousands) summarizes the fair value of the identifiable intangible assets:


	Total		Estimated life
Customer relationships	$	36,600	15
Database		2,400	5
Trade name		800	10
Developed technology		600	5
Lease intangible assets		1,444	4
Total intangible assets	$	41,844

The estimated fair value of the intangible assets acquired was determined by the Company. The Company engaged a third‑party expert to assist with the valuation analysis. The Company used a relief from royalty method to estimate the fair values of the developed technology, database and tradename and a multi-period excess earnings method to estimate the fair value of the customer relationships. To estimate the fair value of the lease intangible assets the Company used a discounted cash flow analysis. To measure the fair value of the noncontrolling interest, the Company used a market approach which considered historical revenues of the investee and market multiples (Level 3 inputs).

Thomas’ results of operations were included in the Company's consolidated financial statements from the date of acquisition, December 9, 2021.

The following unaudited pro forma condensed combined financial information gives effect to the acquisition of Thomas as if it was consummated on January 1, 2020 (the beginning of the comparable prior reporting period), and includes pro forma adjustments related to the amortization of acquired intangible assets.

Specifically, the following adjustments were made:

•

For the year ended December 31, 2021, the Company's direct and incremental transaction costs of $5.7 million are excluded from the pro forma condensed combined net loss.

taken as representative of future results of operations of the combined company. The following table presents the unaudited pro forma condensed combined financial information:


	For the Year Ended December 31,
	2021
	(unaudited)
Revenue	$	280,790
Net loss attributable to common stockholders		(61,852	)

Income Taxes - Schedule of Statutory Federal Income Tax Rate (Details)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Income Taxes [Line Items]
Federal tax statutory rate	21.00%	21.00%	21.00%
State tax rate, net of federal benefit	2.00%
Foreign rate difference	2.00%	2.00%	1.00%
Permanent difference: stock based compensation	(2.00%)	3.00%	1.00%
Permanent difference: other	(5.00%)	(2.00%)	(1.00%)
Change in state tax rate	5.00%
Valuation allowance	(22.00%)	(24.00%)	(22.00%)
Effective income tax rate	1.00%	0.00%	0.00%

Document and Entity Information - USD ($) $ in Millions	12 Months Ended
Document and Entity Information - USD ($) $ in Millions	Dec. 31, 2023	Feb. 19, 2024	Jun. 30, 2023
Document Information [Line Items]
Document Type	10-K
Amendment Flag	false
Document Period End Date	Dec. 31, 2023
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	FY
Entity Registrant Name	Xometry, Inc.
Entity Central Index Key	0001657573
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Entity File Number	001-40546
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	32-0415449
Entity Address, Address Line One	6116 Executive Blvd
Entity Address, Address Line Two	Suite 800
Entity Address, City or Town	North Bethesda
Entity Address, State or Province	MD
Entity Address, Postal Zip Code	20852
City Area Code	240
Local Phone Number	252-1138
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Document Transition Report	false
Title of 12(b) Security	Class A common stock, par value $0.000001 per share
Trading Symbol	XMTR
Security Exchange Name	NASDAQ
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Document Financial Statement Error Correction [Flag]	true
Document Financial Statement Restatement Recovery Analysis [Flag]	false
ICFR Auditor Attestation Flag	true
Entity Public Float			$ 845
Document Annual Report	true
Documents Incorporated by Reference	DOCUMENTS INCORPORATED BY REFERENCE Portions of the Registrant’s definitive proxy statement for the Registrant’s 2024 annual meeting of stockholders, to be filed within 120 days after the close of the Registrant’s fiscal year, are incorporated by reference into Part III of this Annual Report.
Auditor Firm Id	185
Auditor Name	KPMG LLP
Auditor Location	McLean, VA
Class A Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		45,901,958
Class B Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		2,676,154

Stock Based Compensation - Summary of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Millions	1 Months Ended	12 Months Ended
	Apr. 30, 2021	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Share-Based Payment Arrangement [Abstract]
Number of Shares, Beginning Balance		2,841,419	3,286,870	3,152,774
Number of Shares, Granted		474,237	377,253	1,393,431
Number of Shares, Exercised		(264,445)	(682,958)	(1,101,539)
Number of Shares, Forfeited		(152,418)	(137,413)	(148,304)
Number of Shares, Expired		(17,585)	(2,333)	(9,492)
Number of Shares, Ending Balance		2,881,208	2,841,419	3,286,870	3,152,774
Number of Shares, Exercisable		1,859,740	1,391,047	987,622
Weighted Average Exercise Price Per Share, Beginning Balance		$ 11.33	$ 6.98	$ 2.97
Weighted Average Exercise Price Per Share, Granted	$ 12.32	15.97	37.6	12.24
Weighted Average Exercise Price Per Share, Exercised		7.04	5.53	2.07
Weighted Average Exercise Price Per Share, Forfeited		18.2	8.18	7.88
Weighted Average Exercise Price Per Share, Expired		28.50	7.57	2.65
Weighted Average Exercise Price Per Share, Ending Balance		12.02	11.33	6.98	$ 2.97
Weighted Average Exercise Price Per Share, Exercisable		$ 8.78	$ 6.09	$ 3.35
Average Remaining Contractual Term		7 years	7 years 8 months 12 days	8 years 4 months 24 days	8 years 3 months 18 days
Average Remaining Contractual Term, Exercisable		6 years 4 months 24 days	7 years 2 months 12 days	7 years 6 months
Aggregate Intrinsic Value		$ 69.6	$ 61.4
Aggregate Intrinsic Value, Exercisable		$ 50.7	$ 36.4

Net Loss Per Share Attributable to Common Stockholders - Computation of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Net loss	$ (67,465)	$ (79,043)	$ (61,381)
Net (loss) income attributable to noncontrolling interest	7	16	(2)
Net loss attributable to common stockholders	$ (67,472)	$ (79,059)	$ (61,379)
Weighted-average number of shares outstanding used to compute net loss per share, basic	47,914,039	47,158,247	26,318,349
Weighted-average number of shares outstanding used to compute net loss per share, diluted	47,914,039	47,158,247	26,318,349
Net loss per share attributable to common stockholders, basic	$ (1.41)	$ (1.68)	$ (2.33)
Net loss per share attributable to common stockholders, diluted	$ (1.41)	$ (1.68)	$ (2.33)
Common Class A and Class B [Member]
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Weighted-average number of shares outstanding used to compute net loss per share, basic	47,914,039	47,158,247	26,318,349
Weighted-average number of shares outstanding used to compute net loss per share, diluted	47,914,039	47,158,247	26,318,349
Net loss per share attributable to common stockholders, basic	$ (1.41)	$ (1.68)	$ (2.33)
Net loss per share attributable to common stockholders, diluted	$ (1.41)	$ (1.68)	$ (2.33)

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
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-Name Accounting Standards Codification
-Section 50
-Paragraph 3
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-URI https://asc.fasb.org//1943274/2147483443/250-10-50-3

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147480175/815-40-65-1

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 11
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147482689/260-10-45-60B

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147483443/250-10-50-4

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 2
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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Summary of Significant Accounting Policies - Summary of the effect of the corrections on the Consolidated Statement of Cash Flows (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Net (loss) income	$ (67,465)	$ (79,043)	$ (61,381)
Accounts receivable, net	(20,594)	(17,012)	(11,117)
Other assets, current and long term	(80)	(4,116)	464
Accrued expenses	7,453	406	(12,008)
Contract liabilities	$ (1,404)	735	$ (1,625)
As Reported
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Net (loss) income		(76,009)
Accounts receivable, net		(16,923)
Other assets, current and long term		(7,016)
Accrued expenses		403
Contract liabilities		515
Corrections
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Net (loss) income		(3,034)
Accounts receivable, net		(89)
Other assets, current and long term		2,900
Accrued expenses		3
Contract liabilities		$ 220

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+ Details

Acquisitions - Summary of Consideration Paid and Fair Value of Assets Acquired and Liabilities Assumed (Parenthetical) (Details)	Nov. 05, 2021
Factory Four \| Developed Technology
Business Acquisition [Line Items]
Acquired intangible assets, useful life	3 years

Goodwill and Intangible Assets - Schedule of Amortization Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Finite Lived Intangible Assets [Line Items]
Amortization expense	$ 3,344	$ 3,436	$ 464
Sales and Marketing
Finite Lived Intangible Assets [Line Items]
Amortization expense	3,119	3,102	289
Product Development
Finite Lived Intangible Assets [Line Items]
Amortization expense	211	325	166
General and Administrative
Finite Lived Intangible Assets [Line Items]
Amortization expense	$ 14	$ 9	$ 9

Leases (Tables)

12 Months Ended

Dec. 31, 2023

Leases [Abstract]

Schedule of Operating Lease Expense

Operating lease expense for the years ended December 31, 2023, 2022 and 2021 was as follows (in thousands):


	Year Ended December 31,
	2023		2022		2021

Cost of revenue	$	72	$	82	$	93
Operations and support		-		-		137
General and administrative		15,008		7,706		1,512
Total operating lease expense	$	15,080	$	7,788	$	1,742

Schedule of Lease Cost

Our lease costs for the year ended December 31, 2023 and 2022 are presented below (in thousands):


	Year Ended December 31,
	2023			2022
Lease costs:
Operating lease costs	$	5,725		$	6,805
Variable lease costs		1,315			1,083
Short-term lease costs		133			160
Amortization of in-place lease intangible assets		364			386
Amortization of in place lease asset - below market		949			1,332
Lease abandonment cost		8,706			-
Sublease income		(2,112	)		(1,978	)
Total operating lease cost	$	15,080		$	7,788

Summary of Supplemental Cash and Non-cash Information

The following table includes supplemental cash and non-cash information related to Xometry’s leases during 2023, 2022 and 2021 (in thousands):


	Year Ended December 31,
	2023			2022			2021
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	6,460		$	6,472			1,600
Financing cash flows from financing leases		—			2			12
Right of use assets obtained in exchange for lease obligations:		852			5,730			26,706
Reduction to right of use assets resulting from reductions to lease obligations:		(69	)		(67	)		(84	)

Aggregate Annual Lease Obligations

Xometry’s aggregate annual lease obligations at December 31, 2023 are as follows (in thousands):


	Operating Leases
2024	$	7,538
2025		6,802
2026		1,641
2027		1,398
2028		1,092
Thereafter		1,091
Total undiscounted lease obligations		19,562
Less imputed interest		(1,812	)
Net lease obligations	$	17,750

Schedule of Remaining Weighted Average Lease Terms and Discount Rates

The following are the remaining weighted average lease terms and discount rates for Xometry’s leases as of December 31, 2023 and 2022:


	Year Ended December 31,
	2023			2022
Weighted average remaining lease term (in years)		3.25			3.76
Weighted average discount rate		5.20	%		4.78	%

Organization and Description of Business - Additional Information (Details)	12 Months Ended
	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Entity month and year of incorporation	2013-05

Summary of Significant Accounting Policies - Summary of Allowance for Credit Losses Related to Accounts Receivable (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Accounts Receivable, Allowance for Credit Loss [Roll Forward]
Balance at beginning of year, January 1	$ 1,988	$ 809	$ 569
Charge to provision accounts	2,186	1,324	295
Write-offs or other	(1,730)	(145)	(55)
Balance at year end, December 31	$ 2,444	$ 1,988	$ 809

Debt and Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2023

Debt Disclosure [Abstract]

Schedule of Outstanding Principal Amount and Carrying Value of Notes

The following table presents the outstanding principal amount and carrying value of the 2027 Notes as of the dates indicated (in thousands):


	December 31,			December 31,
	2023			2022
Principal	$	287,500			287,500
Unamortized debt discount		(5,319	)		(7,044	)
Unamortized debt issuance costs		(412	)		(547	)
Net carrying value	$	281,769			279,909

Schedule of Interest Expense Related to Notes

Interest expense related to the 2027 Notes for the periods presented below was as follows (in thousands):


	Year Ended December 31,		Year Ended December 31,
	2023		2022
Coupon interest	$	2,875	$	2,606
Amortization of debt discount		1,725		1,582
Amortization of transaction costs		135		136
Total interest expense	$	4,735	$	4,324

Schedule of Carrying Value and Estimated Fair Value of Notes

The Company estimates the fair value of the 2027 Notes with inputs that are unobservable. The following table presents the carrying value and estimated fair value of the 2027 Notes as of the date indicated (in thousands):


	December 31, 2023				December 31, 2022
	Carrying Value		Fair Value		Carrying Value		Fair Value
2027 Notes(1)	$	281,769	$	268,554	$	279,909	$	257,671

(1) At December 31, 2022, the fair value is estimated using a discounted cash flow analysis, using interest rate that we believe are offered for similar borrowings (a Level 3 measurement). As of December 31, 2023, the fair value of the 2027 Notes was measured using Level 2 inputs based on the frequency of trading on our debt at the end of the year.

Schedule of Restructuring Related Employee Termination Benefits

The following table shows the total amount incurred and the liability, which is recorded in accrued expenses in the Consolidated Balance Sheets, for restructuring-related employee termination benefits as of December 31, 2023 and 2022 (in thousands):


	Employee Termination Benefits

Accrued restructuring costs as of December 31, 2022	$	1,549
Restructuring costs incurred during the twelve months ended December 31, 2023		738
Amount paid during the period ended December 31, 2023		(2,228	)
Accrued restructuring costs as of December 31, 2023	$	59

Schedule of Total Restructuring Costs

The following table shows the total restructuring costs incurred during the year ended December 31, 2023 and 2022 (in thousands):


	For the Year Ended December 31,
	2023		2022

Sales and marketing	$	224	$	506
Operations and support		230		432
Product development		117		458
General and administrative		167		153
Total restructure charge	$	738	$	1,549

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

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+ Details

Credit Concentrations - Additional Information (Details) - Customer	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Revenue \| Customer Concentration Risk
Concentration Risk [Line Items]
Number of customer accounted for more than 10%	0	0	0
Accounts Receivable \| Credit Concentration Risk
Concentration Risk [Line Items]
Number of customer accounted for more than 10%	0	0

Convertible Preferred Stock - Additional Information (Details) - shares		12 Months Ended
	Jul. 02, 2021	Dec. 31, 2021
Class A Common Stock
Temporary Equity [Line Items]
Conversion of convertible preferred stock, shares exchanged		27,351,633
Class B Common Stock
Temporary Equity [Line Items]
Conversion of convertible preferred stock, shares exchanged		407,308
IPO \| Class A Common Stock
Temporary Equity [Line Items]
Outstanding convertible preferred stock were converted into Class A common stock	27,758,941
IPO \| Class B Common Stock
Temporary Equity [Line Items]
Conversion of convertible preferred stock, shares exchanged	407,308

Stock Based Compensation

12 Months Ended

Dec. 31, 2023

Share-Based Payment Arrangement [Abstract]

Stock Based Compensation

(9)

Stock Based Compensation

In 2014, the Company adopted a stock compensation plan (the “2014 Equity Incentive Plan”) pursuant to which the Company may grant stock options, stock purchase rights, restricted stock awards, or stock awards to employees, directors and consultants (including prospective employees, directors, and consultants). This plan was terminated in February 2016. No additional awards may be granted under the 2014 Equity Incentive Plan, however, outstanding awards continue in full effect in accordance with their existing terms.

In 2016, the Company adopted a stock compensation plan (the “2016 Equity Incentive Plan”) pursuant to which the Company may grant stock options, stock purchase rights, restricted stock awards, or stock awards to employees, directors and consultants (including prospective employees, directors, and consultants). No additional awards may be granted under the 2016 Equity Incentive Plan, however, outstanding awards continue in full effect in accordance with their existing terms.

In connection with the Company’s initial public offering on July 2, 2021, the Company's board of directors adopted the 2021 Equity Incentive Plan (the “2021 Equity Incentive Plan”). The 2021 Equity Incentive Plan provides for the grant of incentive stock options (“ISOs”), non-statutory stock options (“NSOs”), stock appreciation rights, restricted stock awards, restricted stock unit awards, performance-based awards and other awards, or collectively, awards. Awards may be granted to Xometry employees, Xometry’s non-employee directors and consultants/contractors and the employees and consultants/contractors of Xometry affiliates. ISOs may be granted only to Xometry employees and the employees of Xometry affiliates.

As of December 31, 2023, there were 5,765,450 shares available for the Company to grant under the 2021 Equity Incentive Plan.

Stock Options

Prior to the Company's IPO on July 2, 2021, the fair value of the Company's common stock was estimated by management as there was no public market for the Company's common stock. Xometry's market-based methodology considered a number of objective and subjective factors including third-party valuations of its common stock, the valuation of comparable companies, sales of the Company's convertible preferred stock to outside investors in arms-length transactions the Company's operating and financial performance, the lack of marketability, and general and industry specific economic outlook, amongst others.

The weighted average assumptions for the year ended December 31, 2023 and 2022 are provided in the following table.


	Year Ended December 31,
	2023			2022
Valuation assumptions:
Expected dividend yield	—%			—%
Expected volatility		81	%		67	%
Expected term (years)		6.3			5.9
Risk-free interest rate		3.8	%		2.2	%
Fair value of share	$	15.97		$	37.60

A summary of the status of the Company’s stock option activity and the changes during the years then ended are as follows (in millions, except share, per share amounts and contractual term):


	Number of Shares			Weighted Average Exercise Price Per Share		Average Remaining Contractual Term		Aggregate Intrinsic Value
Balance at December 31, 2020		3,152,774		$	2.97		8.3
Granted		1,393,431			12.24		—
Exercised		(1,101,539	)		2.07		—
Forfeited		(148,304	)		7.88		—
Expired		(9,492	)		2.65		—
Balance at December 31, 2021		3,286,870			6.98		8.4

Exercisable at December 31, 2021		987,622			3.35		7.5
Balance at December 31, 2021		3,286,870			6.98		8.4
Granted		377,253			37.60		—
Exercised		(682,958	)		5.53		—
Forfeited		(137,413	)		8.18		—
Expired		(2,333	)		7.57		—
Balance at December 31, 2022		2,841,419			11.33		7.7

Exercisable at December 31, 2022		1,391,047			6.09		7.2	$	36.4
Balance at December 31, 2022		2,841,419			11.33		7.7		61.4
Granted		474,237			15.97		—		—
Exercised		(264,445	)		7.04		—		—
Forfeited		(152,418	)		18.20		—		—
Expired		(17,585	)		28.50		—		—
Balance at December 31, 2023		2,881,208			12.02		7.0		69.6
Exercisable at December 31, 2023		1,859,740			8.78		6.4		50.7

The weighted average grant date fair value of options granted during the years ended December 31, 2023, 2022 and 2021 was $11.55, $22.94 and $26.23, respectively. The total intrinsic value of options exercised during the years ended December 31, 2023, 2022 and 2021 was $3.9 million, $25.1 million and $19.0 million, respectively.

At December 31, 2023, there was $14.4 million of total unrecognized compensation cost related to unvested stock options granted under the 2021 and 2016 Equity Incentive Plans. That cost is expected to be recognized over a weighted average period of approximately two years as of December 31, 2023.

The Company currently uses authorized and unissued shares to satisfy share award exercises.

In April 2021, the Company granted stock options to purchase up to 1.3 million shares of our common stock at an exercise price of $12.32 per share which generally vest over a requisite service period of four years. In the second quarter of 2021, the Company assessed the fair value of the Company's April 2021 stock option grant, giving consideration to the Company's initial public offering price of $44.00 per share. The Company assumed a $28.00 per share fair value, which was based on a 30% discount from the midpoint of our initial price range, in order to determine the appropriate stock-based compensation expense for financial reporting purposes. The Company estimated that the fair value of the April 2021 grants approximated $25.6 million which is being recognized over four years from the grant date.

Restricted Stock Units

A summary of the status of the Company’s restricted stock unit activity and the changes during the year ended are as follows (in millions, except share and per share amounts):


	Number of Shares			Weighted Average Grant Date fair value (per share)		Aggregate Intrinsic Value
Unvested RSUs as of December 31, 2020		—		$	—	$	—
Granted		193,722			64.02		—
Vested		(1,954	)		73.17		—
Forfeited and cancelled		(5,288	)		63.58		—
Unvested RSUs as of December 31, 2021		186,480			63.94		9.6
Granted		917,661			42.54		—
Vested		(73,018	)		59.02		—
Forfeited and cancelled		(155,221	)		50.15		—
Unvested RSUs as of December 31, 2022		875,902			44.37		28.2
Granted		1,563,404			16.57		—
Vested		(340,595	)		42.18		—
Forfeited and cancelled		(328,837	)		32.19		—
Unvested RSUs as of December 31, 2023		1,769,874			22.50		63.6

At December 31, 2023, there was approximately $33.0 million of total unrecognized compensation cost related to unvested restricted stock units granted under the 2021 Equity Incentive Plan. That cost is expected to be recognized over a weighted average period of approximately three years as of December 31, 2023.

Total stock-based compensation cost for the years ended December 31, 2023, 2022 and 2021 were as follows (in thousands):


	Year Ended December 31,
	2023		2022		2021

Sales and marketing	$	4,909	$	3,875	$	1,223
Operations and support		7,719		6,886		2,659
Product development		5,345		4,300		1,744
General and administrative		4,145		4,111		1,769
Total stock compensation expense	$	22,118	$	19,172	$	7,395

Stock Based Compensation (Tables)

12 Months Ended

Dec. 31, 2023

Share-Based Payment Arrangement [Abstract]

Schedule of Weighted Average Assumptions

The weighted average assumptions for the year ended December 31, 2023 and 2022 are provided in the following table.


	Year Ended December 31,
	2023			2022
Valuation assumptions:
Expected dividend yield	—%			—%
Expected volatility		81	%		67	%
Expected term (years)		6.3			5.9
Risk-free interest rate		3.8	%		2.2	%
Fair value of share	$	15.97		$	37.60

Summary of Stock Option Activity

A summary of the status of the Company’s stock option activity and the changes during the years then ended are as follows (in millions, except share, per share amounts and contractual term):


	Number of Shares			Weighted Average Exercise Price Per Share		Average Remaining Contractual Term		Aggregate Intrinsic Value
Balance at December 31, 2020		3,152,774		$	2.97		8.3
Granted		1,393,431			12.24		—
Exercised		(1,101,539	)		2.07		—
Forfeited		(148,304	)		7.88		—
Expired		(9,492	)		2.65		—
Balance at December 31, 2021		3,286,870			6.98		8.4

Exercisable at December 31, 2021		987,622			3.35		7.5
Balance at December 31, 2021		3,286,870			6.98		8.4
Granted		377,253			37.60		—
Exercised		(682,958	)		5.53		—
Forfeited		(137,413	)		8.18		—
Expired		(2,333	)		7.57		—
Balance at December 31, 2022		2,841,419			11.33		7.7

Exercisable at December 31, 2022		1,391,047			6.09		7.2	$	36.4
Balance at December 31, 2022		2,841,419			11.33		7.7		61.4
Granted		474,237			15.97		—		—
Exercised		(264,445	)		7.04		—		—
Forfeited		(152,418	)		18.20		—		—
Expired		(17,585	)		28.50		—		—
Balance at December 31, 2023		2,881,208			12.02		7.0		69.6
Exercisable at December 31, 2023		1,859,740			8.78		6.4		50.7

Summary of Restricted Stock Unit Activity

A summary of the status of the Company’s restricted stock unit activity and the changes during the year ended are as follows (in millions, except share and per share amounts):


	Number of Shares			Weighted Average Grant Date fair value (per share)		Aggregate Intrinsic Value
Unvested RSUs as of December 31, 2020		—		$	—	$	—
Granted		193,722			64.02		—
Vested		(1,954	)		73.17		—
Forfeited and cancelled		(5,288	)		63.58		—
Unvested RSUs as of December 31, 2021		186,480			63.94		9.6
Granted		917,661			42.54		—
Vested		(73,018	)		59.02		—
Forfeited and cancelled		(155,221	)		50.15		—
Unvested RSUs as of December 31, 2022		875,902			44.37		28.2
Granted		1,563,404			16.57		—
Vested		(340,595	)		42.18		—
Forfeited and cancelled		(328,837	)		32.19		—
Unvested RSUs as of December 31, 2023		1,769,874			22.50		63.6

Schedule of Total Stock-based Compensation Costs

Total stock-based compensation cost for the years ended December 31, 2023, 2022 and 2021 were as follows (in thousands):


	Year Ended December 31,
	2023		2022		2021

Sales and marketing	$	4,909	$	3,875	$	1,223
Operations and support		7,719		6,886		2,659
Product development		5,345		4,300		1,744
General and administrative		4,145		4,111		1,769
Total stock compensation expense	$	22,118	$	19,172	$	7,395

Leases - Aggregate Annual Lease Obligations (Details) $ in Thousands	Dec. 31, 2023 USD ($)
Lessee, Lease, Description [Line Items]
Operating Leases, 2024	$ 7,538
Operating Leases, 2025	6,802
Operating Leases, 2026	1,641
Operating Leases, 2027	1,398
Operating Leases, 2028	1,092
Operating Lease, Thereafter	1,091
Operating Leases, Total undiscounted lease obligations	19,562
Operating Leases, Less imputed interest	(1,812)
Operating Leases, Net lease obligations	$ 17,750

Acquisitions - Schedule of Unaudited Pro Forma Condensed Combined Financial Information (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2021 USD ($)
Business Acquisition [Line Items]
Revenue	$ 280,790
Net loss attributable to common stockholders	$ (61,852)

Leases

12 Months Ended

Dec. 31, 2023

Leases [Abstract]

Leases

(6)

Leases

The Company leases its offices under non-cancelable lease agreements which expire between 2024 and 2029. Certain of these arrangements have free rent, escalating rent payment provisions, lease renewal options, and tenant allowances. Because the Company is not reasonably certain to exercise these renewal options, the options are not considered in determining the lease term, and the associated potential option payments are excluded from the lease payments. Under such arrangements, the Company recognizes an ROU asset and lease liability on the Consolidated Balance Sheets. Variable rent may include items such as common area maintenance and real estate taxes.

The Company subleases a portion of its office in New York City to three other companies (the “Sublessees”). The Sublessees pay the Company a portion of the rent under the existing lease with the landlord (the “Head Lease”), the Company was not relieved from its legal obligation to the landlord under the Head Lease. Accordingly, an operating lease liability and an operating lease ROU asset is reflected on the Company’s Consolidated Balance Sheets related to the Head Lease.

During 2023, the Company assessed its lease portfolio. As a result, the Company abandoned certain leases and/or portions of its leases in New York, NY, Horsham, PA, Culver City, CA, Doraville, GA and Gaithersburg, MD. As a result of abandoning these leases, the Company ceased its use of these locations and accelerated the amortization of the ROU assets to reduce the ROU assets carrying values to zero. The Company recognized a one-time charge of $8.7 million of additional operating lease expense during 2023 in general and administrative on our Consolidated Statements of Operations and Comprehensive Loss. The Company will continue to pay the rent owed under the existing lease agreements.

Operating lease expense for the years ended December 31, 2023, 2022 and 2021 was as follows (in thousands):


	Year Ended December 31,
	2023		2022		2021

Cost of revenue	$	72	$	82	$	93
Operations and support		-		-		137
General and administrative		15,008		7,706		1,512
Total operating lease expense	$	15,080	$	7,788	$	1,742

Our lease costs for the year ended December 31, 2023 and 2022 are presented below (in thousands):


	Year Ended December 31,
	2023			2022
Lease costs:
Operating lease costs	$	5,725		$	6,805
Variable lease costs		1,315			1,083
Short-term lease costs		133			160
Amortization of in-place lease intangible assets		364			386
Amortization of in place lease asset - below market		949			1,332
Lease abandonment cost		8,706			-
Sublease income		(2,112	)		(1,978	)
Total operating lease cost	$	15,080		$	7,788

Our lease costs for the year ended December 31, 2021, were primarily operating lease costs.

The following table includes supplemental cash and non-cash information related to Xometry’s leases during 2023, 2022 and 2021 (in thousands):


	Year Ended December 31,
	2023			2022			2021
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	6,460		$	6,472			1,600
Financing cash flows from financing leases		—			2			12
Right of use assets obtained in exchange for lease obligations:		852			5,730			26,706
Reduction to right of use assets resulting from reductions to lease obligations:		(69	)		(67	)		(84	)

The change in our ROU assets as December 31, 2023, as compared to December 31, 2022 was primarily due to our lease abandonment of $8.7 million that was recognized in 2023, offset by new leases in Lyon, France and Istanbul, Turkey and the extension of a lease term in Gaithersburg, MD. The increase in our ROU assets at December 31, 2022, as compared to December 31, 2021, is primarily due to our new lease in North Bethesda, Maryland and new and/or amended leases in Germany.

Xometry’s aggregate annual lease obligations at December 31, 2023 are as follows (in thousands):


	Operating Leases
2024	$	7,538
2025		6,802
2026		1,641
2027		1,398
2028		1,092
Thereafter		1,091
Total undiscounted lease obligations		19,562
Less imputed interest		(1,812	)
Net lease obligations	$	17,750

The following are the remaining weighted average lease terms and discount rates for Xometry’s leases as of December 31, 2023 and 2022:


	Year Ended December 31,
	2023			2022
Weighted average remaining lease term (in years)		3.25			3.76
Weighted average discount rate		5.20	%		4.78	%

Debt and Commitments and Contingencies - Schedule of Interest Expense Related to Notes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Total interest expense	$ 4,784	$ 4,418	$ 852
2027 Notes
Debt Instrument [Line Items]
Coupon interest	2,875	2,606
Amortization of debt discount	1,725	1,582
Amortization of transaction costs	135	136
Total interest expense	$ 4,735	$ 4,324

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

Investment in Unconsolidated Joint Venture

12 Months Ended

Dec. 31, 2023

Equity Method Investments and Joint Ventures [Abstract]

Investment in Unconsolidated Joint Venture

(17)

Investment in Unconsolidated Joint Venture

The Company has a 50% interest in Industrial Media, LLC ("IM, LLC") with the other 50% owned by Rich Media Group, LLC. IM, LLC primarily manages content creation, advertising sales, and marketing initiatives for the Industrial Engineering News brand, certain magazines, videos, website and associated electronic media products for industrial engineers. The Company’s initial ownership interest in the net assets of IM, LLC approximated $5.2 million. We estimated the fair value of the net assets using market approach which considered, market multiples and revenue assumptions based on historical operating results (Level 3 inputs). The Company estimated a basis difference of approximately $4.2 million which is accounted for as equity method goodwill which is not subject to amortization.

During the years ended December 31, 2023 and 2022, the Company received dividends from IM, LLC of $0.4 million and $0.7 million, respectively, which were recorded as a reduction to our investment in unconsolidated joint venture on our Consolidated Balance Sheets. During the years ended December 31, 2023 and 2022, the Company paid IM, LLC $0.2 million. During the year ended December 31, 2021, the Company did not pay material amounts to IM, LLC.

Common Stock - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands		12 Months Ended
	Jul. 02, 2021	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Class Of Stock [Line Items]
Common stock, voting rights		one vote per share
Authorized capital stock	805,000,000
Common stock, par value per share	$ 0.000001
Other offering costs				$ 3,678
Preferred Stock
Class Of Stock [Line Items]
Authorized capital stock	50,000,000
Class A Common Stock
Class Of Stock [Line Items]
Common stock, voting rights	one vote per share
Common stock share outstanding		45,489,379	44,822,264	43,998,404
Authorized capital stock	750,000,000	750,000,000	750,000,000
Common stock, par value per share		$ 0.000001	$ 0.000001
Stock issued and sold				7,906,250
Common stock shares reserved of fully diluted capitalization	402,658
Percentage of fully diluted capitalization for charitable contributions to non-profit organization	1.00%
Maximum percentage of shares issued over next five years of initial reserve amount per year	20.00%
Donated common stock, shares		60,399	60,399	40,266
Donated common stock		$ 1,000	$ 2,300	$ 2,200
Class B Common Stock
Class Of Stock [Line Items]
Common stock, voting rights	20 votes per share
Common stock share outstanding		2,676,154	2,676,154	2,676,154
Authorized capital stock	5,000,000	5,000,000	5,000,000
Common stock, par value per share		$ 0.000001	$ 0.000001
IPO
Class Of Stock [Line Items]
Stock issued and sold	7,906,250
Offering price per share	$ 44
Net proceeds after deducting underwriting discounts and commissions	$ 325,300
Underwriting discounts and commissions	22,600
Other offering costs	$ 3,700
IPO \| Class A Common Stock
Class Of Stock [Line Items]
Common stock share outstanding	8,665,797
Outstanding convertible preferred stock were converted into Class A common stock	27,758,941
IPO \| Class B Common Stock
Class Of Stock [Line Items]
Class A Common stock shares exchanged into class B common stock	2,676,154

Disaggregated Revenue and Cost of Revenue Information (Tables)

12 Months Ended

Dec. 31, 2023

Revenue from Contract with Customer [Abstract]

Schedule of Disaggregated Revenue and Cost of Revenue Information

Revenue is presented in the following tables for the years ended December 31, 2023 and 2022 (in thousands, supplier service revenue for the year ended December 31, 2021, was not considered material):


	Year Ended December 31,
Marketplace	2023		2022
Revenue	$	394,754	$	303,223
Cost of revenue		273,264		217,779
Gross Profit	$	121,490	$	85,444

Supplier Services
Revenue	$	68,652	$	77,698
Cost of revenue		11,883		17,151
Gross Profit	$	56,769	$	60,547

Summary of Significant Accounting Policies - Summary of the effect of the corrections on Disaggregated Revenue and Cost of Revenue (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Revenue	$ 463,406	$ 380,921	$ 218,336
Losses	(67,472)	(79,059)	(61,379)
Cost of revenue	285,147	234,930	161,195
Gross Profit	178,259	145,991	$ 57,141
U.S.
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Revenue		347,710
Losses		(61,792)
Marketplace
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Revenue	394,754	303,223
Cost of revenue	273,264	217,779
Gross Profit	121,490	85,444
Supplier Service
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Revenue	68,652	77,698
Cost of revenue	11,883	17,151
Gross Profit	$ 56,769	60,547
As Reported
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Revenue		381,053
Cost of revenue		233,487
Gross Profit		147,566
As Reported \| U.S.
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Revenue		347,842
Losses		(58,758)
As Reported \| Marketplace
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Revenue		303,134
Cost of revenue		216,336
Gross Profit		86,798
As Reported \| Supplier Service
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Revenue		77,919
Cost of revenue		17,151
Gross Profit		60,768
Corrections
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Revenue		(132)
Cost of revenue		1,443
Gross Profit		(1,575)
Corrections \| U.S.
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Revenue		(132)
Losses		(3,034)
Corrections \| Marketplace
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Revenue		89
Cost of revenue		1,443
Gross Profit		(1,354)
Corrections \| Supplier Service
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Revenue		(221)
Gross Profit		$ (221)

Goodwill and Intangible Assets (Tables)

12 Months Ended

Dec. 31, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Summary of Intangible Assets

The following tables summarize the Company’s intangible assets (dollars in thousands):


	December 31, 2023
	Weighted average amortization period in years		Gross carrying amount		Accumulated amortization		Net carrying amount

Intangible Assets
Amortizing intangible assets:
Customer Relationships		15	$	36,600	$	5,030	$	31,570
Trade Names		10		800		165		635
Developed Technology		5		739		349		390
Vendor Relationships		15		1,273		336		937
Database		5		2,400		990		1,410
Patents		17		157		51		106
Subtotal intangible assets				41,969		6,921		35,048
In-place Lease Intangible Asset		4		568		287		281
Above Market Lease Intangible Asset		4		896		457		439
Total intangible assets			$	43,433	$	7,665	$	35,768


	December 31, 2022
	Weighted average amortization period in years		Gross carrying amount		Accumulated amortization		Net carrying amount
Intangible Assets
Amortizing intangible assets:
Customer Relationships		15	$	36,652	$	2,638	$	34,014
Trade Names		10		841		97		744
Developed Technology		5		739		182		557
Vendor Relationships		15		1,267		299		968
Database		5		2,400		510		1,890
Patents		17		157		42		115
Subtotal intangible assets				42,056		3,768		38,288
In-place Lease Intangible Asset		4		548		143		405
Above Market Lease Intangible Asset		4		896		238		658
Total intangible assets			$	43,500	$	4,149	$	39,351

Schedule of Carrying Amount of Goodwill

The following tables provides a roll forward of the carrying amount of goodwill (in thousands):



	2023			2022

Balance as of January 1:
Gross goodwill	$	261,110		$	257,746
Accumulated impairments		(3,074	)		(3,074	)
Net goodwill as of January 1		258,036			254,672
Goodwill acquired during the year(1)		4,836			3,364
Impact of foreign exchange		43			—
Net goodwill as of December 31:	$	262,915		$	258,036

(1) See Note 13 - Acquisitions.

Schedule of Amortization Expense

Amortization expense for the year ended December 31, 2023, 2022 and 2021 was as follows (in thousands):


	Year Ended December 31,
	2023		2022		2021
Sales and marketing	$	3,119		3,102		289
Product development		211		325		166
General and administrative (1)		14		9		9
Total	$	3,344	$	3,436	$	464

(1) Amortization of the lease related intangible assets is recorded as operating lease expense in general and administrative.

- Definition

Tabular disclosure of goodwill by reportable segment and in total which includes a rollforward schedule.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 24
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482548/350-20-55-24

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (h)
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-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
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-Section 50
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-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
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-Name Accounting Standards Codification
-Section 50
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Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
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-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 11: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1A

Reference 12: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
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-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-2

+ Details

Debt and Commitments and Contingencies - Schedule of Restructuring Related Employee Termination Benefits (Details) - Employee Termination Benefits - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Restructuring Cost and Reserve [Line Items]
Accrued restructuring costs as of December 31, 2023	$ 1,549
Restructuring costs incurred during the twelve months ended December 31, 2023	738	$ 1,549
Amount paid during the period ended December 31, 2023	(2,228)
Accrued restructuring costs as of December 31, 2023	$ 59	$ 1,549

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

Disaggregated Revenue and Cost of Revenue Information - Schedule of Disaggregated Revenue and Cost of Revenue Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Disaggregation of Revenue [Line Items]
Revenue	$ 463,406	$ 380,921	$ 218,336
Cost of revenue	285,147	234,930	161,195
Gross profit	178,259	145,991	$ 57,141
Marketplace
Disaggregation of Revenue [Line Items]
Revenue	394,754	303,223
Cost of revenue	273,264	217,779
Gross profit	121,490	85,444
Supplier Service
Disaggregation of Revenue [Line Items]
Revenue	68,652	77,698
Cost of revenue	11,883	17,151
Gross profit	$ 56,769	$ 60,547

- Definition

The aggregate cost of goods produced and sold and services rendered during the reporting period.

+ References

+ Details

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

- Definition

Aggregate revenue less cost of goods and services sold or operating expenses directly attributable to the revenue generation activity.

+ References

+ Details

- Definition

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 924
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 11.L)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479941/924-10-S99-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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-Name Accounting Standards Codification
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Name Accounting Standards Codification
-Section 50
-Paragraph 30
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-30

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 42
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-42

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Name Accounting Standards Codification
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-Paragraph 22
-Subparagraph (b)
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-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Name Accounting Standards Codification
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-Paragraph 32
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Name Accounting Standards Codification
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
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-Section 50
-Paragraph 4
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-4

+ Details

Income Taxes - Additional Information (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Income Taxes [Line Items]
Income tax (benefit) provision	$ (353,000)	$ 36,000
Current state tax benefit	(200,000)
Deferred state tax benefit	$ (200,000)
Estimated annual effective tax rate	1.00%	0.00%	0.00%
Valuation allowance	$ 73,412,000	$ 59,789,000
Operating loss carryforwards subject to expiration	$ 61,500,000
Operating loss carryforwards limitation on use description	Under the provisions of U.S. Internal Revenue Code Section 382, certain substantial changes in the Company’s ownership may result in a limitation in the amount of U.S. net operating loss carryforwards that can be utilized annually to offset future taxable income
Maximum
Income Taxes [Line Items]
Income tax (benefit) provision		$ 100,000
Thomas
Income Taxes [Line Items]
Net operating loss carryforwards	$ 57,200,000
Operating loss carryforwards limitation on use description	During 2022, management completed its evaluation of any limitations on the ability of the Company to utilize the Thomas net operating loss carryforward. As a result of this evaluation, management has determined that the annual limitation, as determined under Section 382 of the Internal Revenue Code, would not prevent the Company from utilizing the net operating losses before expiration to the extent the Company is able to generate sufficient future taxable income.
Federal
Income Taxes [Line Items]
Net operating loss carryforwards	$ 228,600,000
Foreign
Income Taxes [Line Items]
Net operating loss carryforwards	$ 50,100,000

Inventory

12 Months Ended

Dec. 31, 2023

Inventory Disclosure [Abstract]

Inventory

(4)

Inventory

Inventory consists of raw materials, work-in-process, tools inventory and finished goods. Raw materials (plastics and metals) become manufactured products in the additive and subtractive manufacturing processes. Work-in-progress represents manufacturing costs associated with customer orders that are not yet complete. The tools inventory primarily consists of small consumable machine tools, cutting devices, etc. Finished goods represents product awaiting shipment. Inventory consists of the following as of December 31, 2023 and 2022 (in thousands):


	December 31,		December 31,
	2023		2022

Raw materials	$	1,129	$	119
Work-in-progress		696		675
Tools inventory		-		477
Finished goods		1,060		300
Total	$	2,885	$	1,571

Investment in Unconsolidated Joint Venture - Additional Information (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Industrial Media, LLC
Schedule of Equity Method Investments [Line Items]
Ownership percentage	50.00%
Ownership interest, net assets	$ 5,200,000
Approximate basis difference	4,200,000
Dividends received	400,000	$ 700,000
Payments of advertising expense	$ 200,000	$ 200,000	$ 0
Rich Media Group, LLC
Schedule of Equity Method Investments [Line Items]
Ownership percentage	50.00%

Debt and Commitments and Contingencies

12 Months Ended

Dec. 31, 2023

Debt Disclosure [Abstract]

Debt and Commitments and Contingencies

(12)

Debt and Commitments and Contingencies

2027 Convertible Notes

In February 2022, we entered into a purchase agreement with certain counterparties for the sale of an aggregate of $287.5 million principal amount of convertible senior notes due in 2027 (the “2027 Notes”) in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The 2027 Notes consisted of a $250 million initial placement and an over-allotment option that provided the initial purchasers of the 2027 Notes with the option to purchase an additional $37.5 million aggregate principal amount of the 2027 Notes, which was fully exercised. The 2027 Notes were issued pursuant to an indenture dated February 4, 2022. The net proceeds from the

issuance of the 2027 Notes were $278.2 million, net of debt issuance costs. The debt issuance costs are amortized to interest expense using the effective interest rate method.

The 2027 Notes are unsecured obligations which bear regular interest at 1% per annum and for which the principal balance will not accrete. Interest payment are due on February 1 and August 1. The 2027 Notes will mature on February 1, 2027 unless repurchased, redeemed, or converted in accordance with their terms prior to such date.

The 2027 Notes are convertible into cash, shares of our Class A common stock, or a combination of cash and shares of our Class A common stock, at our election, at an initial conversion rate of 17.8213 shares of Class A common stock per $1,000 principal amount of 2027 Notes, which is equivalent to an initial conversion price of approximately $56.11 per share of our Class A common stock. The conversion rate is subject to customary adjustments for certain events as described in the indenture governing the 2027 Notes.

We may redeem for cash all or any portion of the 2027 Notes, at our option, on or after February 5, 2025 if the last reported sale price of our Class A common stock has been at least 130% of the conversion price then in effect for at least 20 trading days at a redemption price equal to 100% of the principal amount of the 2027 Notes to be redeemed, plus accrued and unpaid interest or additional interest, if any.

Holders of the 2027 Notes may convert all or a portion of their 2027 Notes at their option prior to November 1, 2026, in multiples of $1,000 principal amounts, only under the following circumstances:

•

if the last reported sale price of our Class A common stock for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on the last trading day of the preceding calendar quarter is greater than or equal to 130% of the applicable conversion price of the 2027 Notes on each such trading day;

•

during the five business day period after any ten consecutive trading day period in which the trading price per $1,000 principal amount of the 2027 Notes for each day of that ten consecutive trading day period was less than 98% of the product of the last reported sale price of our Class A common stock and the applicable conversion rate of the 2027 Notes;

•

on a notice of redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date, in which case we may be required to increase the conversion rate for the 2027 Notes so surrendered for conversion in connection with such redemption notice; or

•

on the occurrence of specified corporate events.

On or after November 1, 2026, the 2027 Notes are convertible at any time until the close of business on the second scheduled trading day immediately preceding the maturity date.

Holders of the 2027 Notes who convert the 2027 Notes in connection with a make-whole fundamental change, as defined in the indenture governing the 2027 Notes, or in connection with a redemption are entitled to an increase in the conversion rate. Additionally, in the event of a fundamental change, holders of the 2027 Notes may require us to repurchase all or a portion of the 2027 Notes at a price equal to 100% of the principal amount of 2027 Notes, plus any accrued and unpaid special interest, if any.

We accounted for the issuance of the 2027 Notes as a single liability measured at its amortized cost, as no other embedded features require bifurcation and recognition as derivatives.

The following table presents the outstanding principal amount and carrying value of the 2027 Notes as of the dates indicated (in thousands):


	December 31,			December 31,
	2023			2022
Principal	$	287,500			287,500
Unamortized debt discount		(5,319	)		(7,044	)
Unamortized debt issuance costs		(412	)		(547	)
Net carrying value	$	281,769			279,909

The annual effective interest rate for the 2027 Notes was approximately 1.6%. Interest expense related to the 2027 Notes for the periods presented below was as follows (in thousands):


	Year Ended December 31,		Year Ended December 31,
	2023		2022
Coupon interest	$	2,875	$	2,606
Amortization of debt discount		1,725		1,582
Amortization of transaction costs		135		136
Total interest expense	$	4,735	$	4,324


	December 31, 2023				December 31, 2022
	Carrying Value		Fair Value		Carrying Value		Fair Value
2027 Notes(1)	$	281,769	$	268,554	$	279,909	$	257,671

Term Loan Facility

The Company was party to an amended and restated loan and security agreement ("Amended Loan and Security Agreement") with Hercules Capital, Inc. (“Hercules”) for a term loan ("the Term Loan Facility"). Under the Amended Loan and Security Agreement, effective January 30, 2020, the Company could borrow up to $15 million under the Term Loan Facility, all of which became available to the Company immediately on the agreement date. On July 9, 2021, the Company repaid the full amount of its term loan with Hercules with proceeds from the IPO (see Note 7). In connection with the debt extinguishment, the Company paid Hercules $16.1 million and recorded a loss on debt extinguishment of approximately $0.3 million.

Prior to its repayment, the term loan accrued interest at the greater of (i) 8.7% per annum or (ii) 8.7% per annum plus the prime rate minus 4.75% per annum. The term loan agreement required a maximum $1.2 million end of term fee due and payable on the maturity date of May 1, 2022, however, if the term loan was repaid prior to November 1, 2021, the amount owed would be $0.9 million.

As part of the initial term loan agreement with Hercules, the Company issued a warrant to purchase 87,784 shares of the Company’s Series B Convertible Preferred Stock with a strike price of $5.13 per share that expires in May 2025. Upon closing of the IPO on July 2, 2021, the warrant held by Hercules may only be exercised for shares of Class A common stock.

Contingencies

The Company from time to time may be subject to various claims and legal proceedings covering a range of matters that arise in the ordinary course of its business activities. In the opinion of the Company, although the outcome of any legal proceedings cannot be predicted with certainty, the ultimate liability of the Company in connection with its legal proceedings is not expected to have a material adverse effect on the Company’s financial position or operations.

Restructuring

In May 2023 and December 2022, we initiated restructuring actions to help manage our operating expenses by reducing our workforce. For the year ended December 31, 2023 and December 31, 2022, we incurred $0.7 million and $1.5 million, respectively, for employee termination costs related to this restructuring. The majority of these costs was paid by the Company in 2023.


	Employee Termination Benefits

Accrued restructuring costs as of December 31, 2022	$	1,549
Restructuring costs incurred during the twelve months ended December 31, 2023		738
Amount paid during the period ended December 31, 2023		(2,228	)
Accrued restructuring costs as of December 31, 2023	$	59

The following table shows the total restructuring costs incurred during the year ended December 31, 2023 and 2022 (in thousands):


	For the Year Ended December 31,
	2023		2022

Sales and marketing	$	224	$	506
Operations and support		230		432
Product development		117		458
General and administrative		167		153
Total restructure charge	$	738	$	1,549

Exit from the Supplies Business

The Company previously provided suppliers with access to competitively priced tools, material and supplies in the U.S. As a result of exiting the supplies business during 2023, the Company recognized $0.6 million of costs associated with its closure, of which $0.2 million is recognized in cost of revenue and $0.4 million is recognized in operations and support on the Consolidated Statements of Operations and Comprehensive Loss.

Defined Contribution Plans

We sponsor a defined contribution plan for qualifying employees, including a 401(k) Plan in the United States to which we make matching contributions of 50% of participating employee contributions up to 6% of eligible income. Our total matching contribution to the 401(k) Plan was $2.1 million, $1.6 million and $0.7 million for the years ending December 31, 2023, 2022 and 2021, respectively.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
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-Name Accounting Standards Codification
-Section S99
-Paragraph 1
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-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

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-URI https://asc.fasb.org//470/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

+ Details

Segments

12 Months Ended

Dec. 31, 2023

Segment Reporting [Abstract]

Segments

(14)

Segments

Xometry is organized in two segments referred to as: (1) the U.S. and (2) International. Xometry’s operating segments are also the Company’s reportable segments. Xometry’s reportable segments, whose products and offerings are generally the same, are managed separately based on geography. Xometry’s two segments are defined based on the reporting and review process used by the chief operating decision maker (“CODM”), the Chief Executive Officer. The Company evaluates the performance of the operating segments primarily based on revenue and segment “profits/loss” which is largely the results of the segment before income taxes. The Company has not allocated certain general and administrative expenses to the International segment. The Company’s CODM monitors assets of the consolidated Company, but does not use assets, by operating segment when assessing performance or making operating segment resource decisions.

The following tables reflect certain segment information for the years ended December 31, 2023, 2022 and 2021 (in thousands):


	Year Ended December 31,
	2023			2022			2021
Segment Revenue
U.S.	$	403,289		$	347,710		$	202,034
International		60,117			33,211			16,302
Total	$	463,406		$	380,921		$	218,336

Segment Interest Expense
U.S.	$	(4,763	)	$	(4,396	)	$	(716	)
International		(21	)		(22	)		(136	)
Total	$	(4,784	)	$	(4,418	)	$	(852	)

Segment Interest and Dividend Income
U.S.	$	11,586		$	4,096		$	982
International		21			19			—
Total	$	11,607		$	4,115		$	982

Segment Income from Unconsolidated Joint Venture
U.S.	$	446		$	570		$	41
International		—			—			—
Total	$	446		$	570		$	41


	Year Ended December 31,
	2023			2022			2021
Segment Depreciation and Amortization
U.S.	$	9,830		$	7,332		$	3,208
International		908			487			388
Total	$	10,738		$	7,819		$	3,596

Segment Impairments
U.S.	$	397		$	513		$	—
International		—			311			—
Total	$	397		$	824		$	—

Segment Losses
U.S.	$	(49,689	)	$	(61,792	)	$	(51,230	)
International		(17,783	)		(17,267	)		(10,149	)
Total	$	(67,472	)	$	(79,059	)	$	(61,379	)


	Year Ended December 31,
	2023		2022
Segment Property and Equipment
U.S.	$	30,085	$	16,451
International		5,552		2,628
Total	$	35,637	$	19,079


	Year Ended December 31,
	2023		2022		2021
Segment Expenditures for Property and Equipment (1)
U.S.	$	14,815	$	11,789	$	5,636
International		3,671		1,861		626
Total	$	18,486	$	13,650	$	6,262

(1) Includes software development costs.

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 34
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-34

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 41
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-41

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-21

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-21

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

+ Details

Debt and Commitments and Contingencies - Schedule of Outstanding Principal Amount and Carrying Value of Notes (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Debt Instrument [Line Items]
Net carrying value	$ 281,769	$ 279,909
2027 Notes
Debt Instrument [Line Items]
Principal	287,500	287,500
Unamortized debt discount	(5,319)	(7,044)
Unamortized debt issuance costs	(412)	(547)
Net carrying value	$ 281,769	$ 279,909

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

Acquisitions - Summary of Consideration Paid and Preliminary Fair Value of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands					12 Months Ended
	Jan. 02, 2023	Dec. 09, 2021	Nov. 05, 2021	Nov. 01, 2021	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Consideration:
Acquisition cost included in general and administrative for the year ended December 31, 2021							$ 5,700
Recognized amounts of identifiable assets acquired and liabilities assumed:
Goodwill					$ 262,915	$ 258,036	$ 254,672
Big Blue Saw LLC
Consideration:
Cash				$ 1,201
Fair value of contingent consideration				859		400
Fair value of consideration				2,310
Acquisition cost included in general and administrative for the year ended December 31, 2021				17
Recognized amounts of identifiable assets acquired and liabilities assumed:
Current assets				125
Property and equipment				206
Right -of-use assets				105
Lease liabilities				(105)
Current liabilities				(109)
Total identifiable net assets assumed				222
Goodwill				2,088
Total				2,310
Big Blue Saw LLC \| Class A Common Stock
Consideration:
Fair value of Class A common stock				$ 250
Factory Four
Consideration:
Cash			$ 2,167
Fair value of contingent consideration			1,470		1,000	$ 1,500
Fair value of consideration			4,776
Acquisition cost included in general and administrative for the year ended December 31, 2021			18
Recognized amounts of identifiable assets acquired and liabilities assumed:
Current assets			234
Property and equipment			28
Right -of-use assets			1,044
Lease liabilities			(1,044)
Current liabilities			(658)
Total identifiable net assets assumed			(256)
Goodwill			5,032
Total			4,776
Factory Four \| Developed Technology
Recognized amounts of identifiable assets acquired and liabilities assumed:
Intangible assets			140
Factory Four \| Class A Common Stock
Consideration:
Fair value of Class A common stock			$ 1,139
Thomas
Consideration:
Cash		$ 174,320
Fair value of consideration		275,819
Acquisition cost included in general and administrative for the year ended December 31, 2021		5,661
Recognized amounts of identifiable assets acquired and liabilities assumed:
Current assets		16,411
Property and equipment		890
Intangible assets		41,844
Right -of-use assets		24,130
Other long term assets		44
Deferred tax liability		(1,083)
Investment in unconsolidated joint venture		4,156
Lease liabilities		(18,690)
Income taxes payable		(3,343)
Other long term liabilities		(281)
Contract liabilities		(6,745)
Current liabilities		(30,580)
Noncontrolling interest		(1,036)
Total identifiable net assets assumed		25,717
Goodwill		250,102
Total		275,819
Thomas \| Developed Technology
Recognized amounts of identifiable assets acquired and liabilities assumed:
Intangible assets		600
Thomas \| Class A Common Stock
Consideration:
Fair value of Class A common stock		$ 101,499
Tridi Teknoloj A S Member
Consideration:
Cash	$ 3,824
Settlement of preexisting relationship	357
Fair value of contingent consideration	860				$ 1,100
Fair value of consideration	5,041
Recognized amounts of identifiable assets acquired and liabilities assumed:
Current assets	460
Property and equipment	22
Intangible assets	96
Current liabilities	(373)
Total identifiable net assets assumed	205
Goodwill	4,836
Total	$ 5,041

Summary of Significant Accounting Policies - Summary of Effect of corrections on Consolidated Statement of Operation and Comprehensive Loss (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Revenue	$ 463,406	$ 380,921	$ 218,336
Cost of revenue	285,147	234,930	161,195
Gross profit	178,259	145,991	57,141
Sales and marketing	93,688	84,371	39,422
Operations and support	52,372	48,628	23,683
General and administrative	70,916	58,246	34,942
Total operating expenses	251,835	223,082	115,827
Loss from operations	(73,576)	(77,091)	(58,686)
Loss before income taxes	(67,818)	(79,007)	(61,381)
Net (loss) income	(67,465)	(79,043)	(61,381)
Net Income (Loss) Available to Common Stockholders, Basic	$ (67,472)	$ (79,059)	$ (61,379)
Net loss per share, basic	$ (1.41)	$ (1.68)	$ (2.33)
Net loss per share, Diluted	(1.41)	(1.68)	(2.33)
Common Class A and Class B [Member]
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Net loss per share, basic	(1.41)	(1.68)	(2.33)
Net loss per share, Diluted	$ (1.41)	$ (1.68)	$ (2.33)
As Reported
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Revenue		$ 381,053
Cost of revenue		233,487
Gross profit		147,566
Sales and marketing		83,222
Operations and support		48,572
General and administrative		57,992
Total operating expenses		221,623
Loss from operations		(74,057)
Loss before income taxes		(75,973)
Net (loss) income		(76,009)
Net Income (Loss) Available to Common Stockholders, Basic		$ (76,025)
As Reported \| Common Class A and Class B [Member]
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Net loss per share, basic		$ (1.61)
Net loss per share, Diluted		$ (1.61)
Corrections
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Revenue		$ (132)
Cost of revenue		1,443
Gross profit		(1,575)
Sales and marketing		1,149
Operations and support		56
General and administrative		254
Total operating expenses		1,459
Loss from operations		(3,034)
Loss before income taxes		(3,034)
Net (loss) income		(3,034)
Net Income (Loss) Available to Common Stockholders, Basic		$ (3,034)
Corrections \| Common Class A and Class B [Member]
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Net loss per share, basic		$ (0.07)
Net loss per share, Diluted		$ (0.07)

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

(2)

Summary of Significant Accounting Policies

(a)

Principles of Consolidation and Basis of Presentation

Immaterial Correction of Previously Issued Consolidated Financial Statements

The tables below reflect the sections of the Company’s consolidated financial statements that were impacted by the immaterial corrections.

A summary of the effect of the corrections on the Consolidated Balance Sheet as of December 31, 2022 is as follows (in thousands):


	December 31, 2022
	As Reported			Corrections			As Adjusted
Assets
Accounts receivable	$	49,188		$	89		$	49,277
Other current assets		12,273			(2,900	)		9,373
Total current assets		390,055			(2,811	)		387,244
Total assets	$	736,925		$	(2,811	)	$	734,114
Liabilities and stockholders’ equity
Accrued expenses		33,430			3			33,433
Contract liabilities		8,509			220			8,729
Total current liabilities		63,803			223			64,026
Total liabilities		362,092			223			362,315
Accumulated deficit		(249,366	)		(3,034	)		(252,400	)
Total liabilities and stockholders’ equity	$	736,925		$	(2,811	)	$	734,114

A summary of the effect of the corrections on the Consolidated Statement of Operation and Comprehensive Loss for the year ended December 31, 2022 is as follows (in thousands, except per share data):


	Year ended December 31, 2022
	As Reported			Corrections			As Adjusted
Revenue	$	381,053		$	(132	)	$	380,921
Cost of revenue		233,487			1,443			234,930
Gross profit		147,566			(1,575	)		145,991
Operating expenses:
Sales and marketing		83,222			1,149			84,371
Operations and support		48,572			56			48,628
General and administrative		57,992			254			58,246
Total operating expenses		221,623			1,459			223,082
Loss from operations		(74,057	)		(3,034	)		(77,091	)
Loss before income taxes		(75,973	)		(3,034	)		(79,007	)
Net loss		(76,009	)		(3,034	)		(79,043	)
Net loss attributable to common stockholders	$	(76,025	)	$	(3,034	)	$	(79,059	)
Net loss per share, basic and diluted, of Class A and Class B common stock	$	(1.61	)	$	(0.07	)	$	(1.68	)


	Year ended December 31, 2022
	As Reported			Corrections			As Adjusted
Net loss	$	(76,009	)	$	(3,034	)	$	(79,043	)
Changes in operating assets and liabilities
Accounts receivable, net		(16,923	)		(89	)		(17,012	)
Other assets, current and long term		(7,016	)		2,900			(4,116	)
Accrued expenses		403			3			406
Contract liabilities		515			220			735


	Summary
Disaggregated Revenue and Cost of Revenue Information	As Reported		Corrections			As Adjusted
Marketplace
Revenue	$	303,134	$	89		$	303,223
Cost of revenue		216,336		1,443			217,779
Gross profit	$	86,798	$	(1,354	)	$	85,444

Supplier Services
Revenue	$	77,919	$	(221	)	$	77,698
Cost of revenue		17,151		-			17,151
Gross profit	$	60,768	$	(221	)	$	60,547


	For The Year Ended December 31, 2022
Segments	As Reported			Corrections			As Adjusted
Revenues
U.S.	$	347,842		$	(132	)	$	347,710

Losses
U.S.	$	(58,758	)	$	(3,034	)	$	(61,792	)

Foreign Operations and Comprehensive Loss

Noncontrolling Interest

(b)

Use of Estimates

(c)

Business Combinations

(d)

Fair Value Measurements and Financial Instruments

Level 1 - Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

(e)

Cash and Cash Equivalents

Cash and cash equivalents consist of cash held in checking accounts. These investments are stated at cost, which approximates fair value.

(f)

Marketable Securities

(g)

Accounts Receivable

Allowance For Credit Losses

The allowance for credit losses related to accounts receivable and changes were as follows (in thousands):



	2023			2022			2021

Allowance for credit losses
Balance at beginning of year, January 1	$	1,988		$	809		$	569
Charge to provision accounts		2,186			1,324			295
Write-offs or other		(1,730	)		(145	)		(55	)
Balance at period end December 31, respectively	$	2,444		$	1,988		$	809

(h)

Inventory

(i)

Property and Equipment and Long-Lived Assets

(j)

Investment In Unconsolidated Joint Venture

No impairment loss on our investment in unconsolidated joint venture was recognized during the years ended December 31, 2023, 2022 and 2021.

(k)

Revenue

Sales tax collected from customers and remitted to governmental authorities is excluded from revenue.

Contract Liabilities

The following table is a summary of the contract liabilities (in thousands):


Rollforward of contract liabilities:
Contract liabilities at December 31, 2021	$	7,863
Revenue recognized		(171,489	)
Payments received in advance		172,355
Contract liabilities at December 31, 2022		8,729
Revenue recognized		(203,118	)
Payments received in advance		201,725
Acquired contract liabilities		21
Contract liabilities at December 31, 2023	$	7,357

Sales Contract Acquisition Costs

(l)

Cost of Revenue

Cost of revenue for supplier services primarily consists of internal and external production costs and website hosting.

(m)

Leases

Lease expense for lease payments is recognized on a straight-line basis over the term of the lease.

(n)

Sales and Marketing

(o)

Operations and Support

(p)

Product Development

(q)

General and Administrative

(r)

Stock Based Compensation

The Black-Scholes model considers several variables and assumptions in estimating the fair value of stock-based awards. These variables include:

•

expected annual dividend yield;

•

expected volatility over the expected term;

•

expected term;

•

risk free interest rate;

•

per share value of the underlying common stock; and

•

exercise price.

(s)

Net Loss Per Share Attributable to Common Stockholders

(t)

Income Taxes

To the extent that it is not considered to be more likely than not that a deferred tax asset will be realized, a valuation allowance is established.

(u)

Commitments and Contingencies

(v)

Intangible Assets

(w)

Goodwill

(x)

Recently Issued Accounting Standards

Leases - Additional Information (Details) $ in Thousands	12 Months Ended
Leases - Additional Information (Details) $ in Thousands	Dec. 31, 2023 USD ($)
Lessee, Lease, Description [Line Items]
Lease abandonment cost	$ 8,706
General and Administrative
Lessee, Lease, Description [Line Items]
Lease abandonment cost	$ 8,700
Minimum
Lessee, Lease, Description [Line Items]
Non-cancelable lease agreements expiration year	2024
Maximum
Lessee, Lease, Description [Line Items]
Non-cancelable lease agreements expiration year	2029

Net Loss Per Share Attributable to Common Stockholders (Tables)

12 Months Ended

Dec. 31, 2023

Earnings Per Share [Abstract]

Computation of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders

The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders (in thousands, except share and per share data):


	Year Ended December 31,
	2023			2022			2021
Net loss	$	(67,465	)	$	(79,043	)	$	(61,381	)
Net (loss) income attributable to noncontrolling interest		7			16			(2	)
Net loss attributable to common stockholders	$	(67,472	)	$	(79,059	)	$	(61,379	)

Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic and diluted, of Class A and Class B common stock		47,914,039			47,158,247			26,318,349
Net loss per share attributable to common stockholders, basic and diluted, of Class A and Class B common stock	$	(1.41	)	$	(1.68	)	$	(2.33	)

Schedule of Outstanding Shares of Potentially Dilutive Securities Excluded from Computation of Diluted Net Loss Per Share

The following outstanding shares of potentially dilutive securities were excluded from the computation of diluted net loss per share because including them would have had an anti-dilutive effect, or issuance of such shares is contingent upon the occurrence of an event:


	December 31,
	2023		2022
Stock options outstanding		2,881,208		2,841,419
Unvested restricted stock units		1,769,874		875,902
Warrants outstanding		87,784		87,784
Shares reserved for charitable contribution		241,594		301,993
Convertible notes		5,123,624		5,123,624
Total shares		10,104,084		9,230,722

Stock Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions	1 Months Ended	12 Months Ended
	Apr. 30, 2021	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Weighted average grant date fair value of options granted		$ 11.55	$ 22.94	$ 26.23
Intrinsic value of options exercised		$ 3.9	$ 25.1	$ 19.0
Stock options granted to purchase shares of common stock		474,237	377,253	1,393,431
Stock options granted exercise price	$ 12.32	$ 15.97	$ 37.6	$ 12.24
Requisite service period	4 years	4 years
Initial public offering price per share	$ 44
Fair value of share	$ 28	$ 15.97	$ 37.60
Discount from midpoint of initial price range	30.00%
Estimated fair value of options granted	$ 25.6
Maximum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock options granted to purchase shares of common stock	1,300,000
2016 Equity Incentive Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Unrecognized compensation cost related to unvested stock options granted		$ 14.4
Cost is expected to be recognized over weighted average period		2 years
Stock options granted to purchase shares of common stock		0
2021 Equity Incentive Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Shares available for grant		5,765,450
2021 Equity Incentive Plan \| Restricted Stock Units
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Cost is expected to be recognized over weighted average period		3 years
Total unrecognized compensation cost related to unvested restricted stock units		$ 33.0
2014 Equity Incentive Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Plan termination, month and year		2016-02
Stock options granted to purchase shares of common stock		0

Goodwill and Intangible Assets - Schedule of Carrying Amount of Goodwill (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Gross goodwill	$ 261,110	$ 257,746
Accumulated impairments	(3,074)	(3,074)
Goodwill, Beginning Balance	258,036	254,672
Goodwill adjustment during the year	4,836	3,364
Impact of foreign exchange	43
Goodwill, Ending Balance	$ 262,915	$ 258,036

- Definition

Amount after accumulated impairment loss of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.

+ References + Details

Net Loss Per Share Attributable to Common Stockholders

12 Months Ended

Dec. 31, 2023

Earnings Per Share [Abstract]

Net Loss Per Share Attributable to Common Stockholders

(11)

Net Loss Per Share Attributable to Common Stockholders

The Company computes net loss per share of Class A common stock, Class B common stock and participating securities using the two-class method. Basic and diluted EPS are the same for each class of common stock and participating securities because they are entitled to the same liquidation and dividend rights. The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders (in thousands, except share and per share data):


	Year Ended December 31,
	2023			2022			2021
Net loss	$	(67,465	)	$	(79,043	)	$	(61,381	)
Net (loss) income attributable to noncontrolling interest		7			16			(2	)
Net loss attributable to common stockholders	$	(67,472	)	$	(79,059	)	$	(61,379	)

Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic and diluted, of Class A and Class B common stock		47,914,039			47,158,247			26,318,349
Net loss per share attributable to common stockholders, basic and diluted, of Class A and Class B common stock	$	(1.41	)	$	(1.68	)	$	(2.33	)


	December 31,
	2023		2022
Stock options outstanding		2,881,208		2,841,419
Unvested restricted stock units		1,769,874		875,902
Warrants outstanding		87,784		87,784
Shares reserved for charitable contribution		241,594		301,993
Convertible notes		5,123,624		5,123,624
Total shares		10,104,084		9,230,722

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2023

Income Tax Disclosure [Abstract]

Schedule of Statutory Federal Income Tax Rate

The reconciliation of the statutory federal income tax rate to the Company’s effective tax rate was as follows:


	Year Ended December 31,
	2023			2022			2021
Federal tax statutory rate		21	%		21	%		21	%
State tax rate, net of federal benefit		2			—			—
Foreign rate difference		2			2			1
Permanent difference: stock based compensation		(2	)		3			1
Permanent difference: other		(5	)		(2	)		(1	)
Change in state tax rate		5			—			—
Valuation allowance		(22	)		(24	)		(22	)
		1	%		—	%		—	%

Schedule of Deferred Tax Assets and Deferred Tax Liabilities

The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at December 31, 2023 and 2022 are presented below (in thousands):


	December 31,
	2023			2022
Deferred tax assets:
Deferred compensation	$	3,783		$	3,392
Leases		4,070			4,913
Sec. 163(j) interest limitation carryforward		2,778			1,521
Allowance for doubtful accounts		553			501
Fixed assets		998			410
Charitable contributions		1,365			1,051
Unrealized losses		457			—
Other		1,354			1,346
Net operating loss		71,077			63,109
Total deferred tax assets		86,435			76,243
Less valuation allowance		(73,412	)		(59,789	)
Total deferred tax assets, net	$	13,023		$	16,454
Deferred tax liabilities:
Leases	$	(2,826	)	$	(5,886	)
Deferred sales commissions		5			(1,409	)
Acquisition costs and intangibles		(10,036	)		(9,576	)
Other		(441	)		(12	)
Total deferred tax liabilities		(13,298	)		(16,883	)
Net deferred tax liability	$	(275	)	$	(429	)