Vivid Seats (SEAT) 10-Q 7 Nov 24 2024 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2024	Oct. 31, 2024
Document Information [Line Items]
Document Type	10-Q
Entity Registrant Name	Vivid Seats Inc.
Entity Central Index Key	0001856031
Current Fiscal Year End Date	--12-31
Entity Filer Category	Accelerated Filer
Entity Small Business	false
Entity Shell Company	false
Entity Emerging Growth Company	true
Document Period End Date	Sep. 30, 2024
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q3
Amendment Flag	false
Entity File Number	001-40926
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	86-3355184
Entity Address, Address Line One	24 E. Washington Street,
Entity Address, Address Line Two	Suite 900
Entity Address, City or Town	Chicago
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60602
City Area Code	312
Local Phone Number	291-9966
Document Quarterly Report	true
Document Transition Report	false
Entity Interactive Data Current	Yes
Entity Current Reporting Status	Yes
Entity Ex Transition Period	false
Class A Common Stock
Document Information [Line Items]
Trading Symbol	SEAT
Entity Common Stock, Shares Outstanding		131,520,349
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Security Exchange Name	NASDAQ
Class B Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		76,225,000
Warrant [Member]
Document Information [Line Items]
Trading Symbol	SEATW
Title of 12(b) Security	Warrants to purchase one share of Class A common stock
Security Exchange Name	NASDAQ

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 202,274	$ 125,484
Restricted cash	6,187	6,950
Accounts receivable - net	65,306	58,481
Inventory - net	22,254	21,018
Prepaid expenses and other current assets	29,899	34,061
Total current assets	325,920	245,994
Property and equipment - net	9,589	10,156
Right-of-use assets - net	9,344	9,826
Intangible assets - net	225,128	241,155
Goodwill	946,857	947,359
Deferred tax assets	81,245	85,564
Investments	7,152	6,993
Other non-current assets	5,356	3,052
Total assets	1,610,591	1,550,099
Current liabilities:
Accounts payable	224,328	257,514
Accrued expenses and other current liabilities	159,781	191,642
Deferred revenue	24,632	34,674
Current maturities of long-term debt	3,950	3,933
Total current liabilities	412,691	487,763
Long-term debt - net	385,730	264,632
Long-term lease liabilities	15,803	16,215
TRA liability	162,233	165,699
Other liabilities	22,659	29,031
Total long-term liabilities	586,425	475,577
Redeemable noncontrolling interests	282,033	481,742
Shareholders' deficit
Additional paid-in capital	1,333,518	1,096,430
Treasury stock, at cost, 11,433,749 and 7,291,497 shares at September 30, 2024 and December 31, 2023, respectively	(75,584)	(52,586)
Accumulated deficit	(929,284)	(939,596)
Accumulated other comprehensive income	770	747
Total Shareholders' equity	329,442	105,017
Total liabilities, Redeemable noncontrolling interests, and Shareholders' deficit	1,610,591	1,550,099
Class A Common Stock
Shareholders' deficit
Common Stock	14	14
Class B Common Stock
Shareholders' deficit
Common Stock	$ 8	$ 8

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2024	Dec. 31, 2023
Treasury stock, shares	11,433,749	7,291,497
Class A Common Stock
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	500,000,000	500,000,000
Common stock, shares issued	142,866,611	141,167,311
Common stock, shares outstanding	142,866,611	141,167,311
Class B Common Stock
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	250,000,000	250,000,000
Common stock, shares issued	76,225,000	76,225,000
Common stock, shares outstanding	76,225,000	76,225,000

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Costs and expenses:
Depreciation and amortization			$ 31,654	$ 8,603
Change in fair value of contingent consideration			0	(998)
Other expense (income):
Net income	$ 10,630	$ 17,672	23,064	61,674
Net income attributable to redeemable noncontrolling interests	5,296	6,677
Hoya Intermediate, LLC
Revenues	186,605	188,133	575,773	514,576
Costs and expenses:
Cost of revenues (exclusive of depreciation and amortization shown separately below)	51,029	50,462	149,377	130,838
Marketing and selling	67,835	77,006	205,695	196,970
General and administrative	46,306	37,225	149,725	107,921
Depreciation and amortization	10,669	3,301	31,654	8,603
Change in fair value of contingent consideration	0	20	0	(998)
Income from operations	10,766	20,119	39,322	71,242
Other expense (income):
Interest expense – net	6,300	2,544	16,706	8,596
Other income	(9,020)	(1,038)	(3,236)	(365)
Income before income taxes	13,486	18,613	25,852	63,011
Income tax expense (benefit)	4,290	2,595	7,136	(21,605)
Net income	9,196	16,018	18,716	84,616
Net income attributable to redeemable noncontrolling interests	3,900	9,341	8,405	35,045
Net income attributable to Class A common stockholders	$ 5,296	$ 6,677	$ 10,311	$ 49,571
Net income per Class A common stock:
Basic	$ 0.04	$ 0.07	$ 0.08	$ 0.57
Diluted	$ 0.04	$ 0.07	$ 0.08	$ 0.43
Weighted average Class A common stock outstanding:
Basic	131,521,578	96,407,327	132,460,381	86,403,617
Diluted	131,954,681	96,862,899	133,140,140	196,307,731

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Operations (Parenthetical) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Statement of Comprehensive Income [Abstract]
Net income	$ 10,630	$ 17,672	$ 23,064	$ 61,674

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Net income	$ 10,630	$ 17,672	$ 23,064	$ 61,674
Hoya Intermediate, LLC
Net income	9,196	16,018	18,716	84,616
Other comprehensive income (loss):
Foreign currency translation adjustment	2,936	(374)	(210)	(374)
Unrealized gain on investments	205	0	247	0
Comprehensive income	12,337	15,644	18,753	84,242
Net income attributable to redeemable noncontrolling interests	3,900	9,341	8,405	35,045
Foreign currency translation adjustment attributable to redeemable noncontrolling interests	1,079	(208)	(78)	(208)
Unrealized gain on investments attributable to redeemable noncontrolling interests	76	0	91	0
Comprehensive income attributable to Class A Common Stockholders	$ 7,282	$ 6,511	$ 10,335	$ 49,405

Condensed Consolidated Statem_4

Condensed Consolidated Statements of Equity - USD ($) $ in Thousands	Total	Class A Common Stock	Class B Common Stock	Redeemable noncontrolling interests	Common Stock Class A Common Stock	Common Stock Class B Common Stock	Additional paid-in capital	Treasury Stock	Accumulated deficit	Accumulated other comprehensive loss
Temporary equity, Balances at Dec. 31, 2022				$ 862,860
Balances, shares at Dec. 31, 2022					82,410,774	118,200,000		(4,342,477)
Balances at Dec. 31, 2022	$ (382,698)				$ 8	$ 12	$ 663,908	$ (32,494)	$ (1,014,132)
Net income attributable to redeemable noncontrolling interests	12,182			18,090					12,182
Issuance of shares, shares					491,502
Issuance of shares	1				$ 1
Equity-based compensation	4,615						4,615
Deemed contribution from former parent	391			577			391
Repurchases of common stock as treasury stock	(7,612)							$ (7,612)
Repurchases of common stock as treasury stock, shares								(949,020)
Distributions to non-controlling interest				(3,816)
Subsequent remeasurement of Redeemable noncontrolling interests	(24,155)			24,155			(24,155)
Balances, shares at Mar. 31, 2023					82,902,276	118,200,000		(5,291,497)
Balances at Mar. 31, 2023	(397,276)			901,866	$ 9	$ 12	644,759	$ (40,106)	(1,001,950)
Temporary equity, Balances at Dec. 31, 2022				862,860
Balances, shares at Dec. 31, 2022					82,410,774	118,200,000		(4,342,477)
Balances at Dec. 31, 2022	(382,698)				$ 8	$ 12	663,908	$ (32,494)	(1,014,132)
Balances, shares at Sep. 30, 2023					101,803,392	99,800,000		(5,291,497)
Balances at Sep. 30, 2023	(120,289)			640,717	$ 11	$ 10	884,523	$ (40,106)	(964,561)	$ (166)
Balances, shares at Mar. 31, 2023					82,902,276	118,200,000		(5,291,497)
Balances at Mar. 31, 2023	(397,276)			901,866	$ 9	$ 12	644,759	$ (40,106)	(1,001,950)
Net income attributable to redeemable noncontrolling interests	30,712			7,614					30,712
Issuance of shares, shares					309,529
Equity-based compensation	6,524						6,524
Deemed contribution from former parent	431			544			431
Distributions to non-controlling interest				(7,200)
Subsequent remeasurement of Redeemable noncontrolling interests	(32,656)			32,656			(32,656)
Establishment of liabilities under the Tax Receivable Agreement, net of tax and other tax impact of the Secondary Offering (Note 17)	(46,132)						(46,132)
Secondary Offerings of Class A common stock	145,064			(145,064)	$ 2	$ (2)	145,064
Secondary Offerings of Class A common stock, Share					18,400,000	(18,400,000)
Balances, shares at Jun. 30, 2023					101,611,805	99,800,000		(5,291,497)
Balances at Jun. 30, 2023	(293,333)			790,416	$ 11	$ 10	717,990	$ (40,106)	(971,238)
Net income attributable to redeemable noncontrolling interests	6,677			9,341					6,677	0
Issuance of shares, shares					191,587
Equity-based compensation	6,722						6,722
Deemed contribution from former parent	481			498			481
Other comprehensive loss	(166)			(208)						(166)
Subsequent remeasurement of Redeemable noncontrolling interests	159,330			(159,330)			159,330
Balances, shares at Sep. 30, 2023					101,803,392	99,800,000		(5,291,497)
Balances at Sep. 30, 2023	(120,289)			640,717	$ 11	$ 10	884,523	$ (40,106)	(964,561)	(166)
Temporary equity, Balances at Dec. 31, 2023				481,742
Balances, shares at Dec. 31, 2023		141,167,311	76,225,000		141,167,311	76,225,000		(7,291,497)
Balances at Dec. 31, 2023	105,017				$ 14	$ 8	1,096,430	$ (52,586)	(939,596)	747
Net income attributable to redeemable noncontrolling interests	6,077			4,665					6,077	0
Issuance of shares, shares					961,573
Net settlement of equity incentive awards, shares					(79,905)
Net settlement of equity incentive awards value	(462)						(462)
Equity-based compensation	8,439						8,439
Deemed contribution from former parent	133			75			133
Repurchases of common stock as treasury stock	(4,120)							$ (4,120)
Repurchases of common stock as treasury stock, shares								(715,000)
Distributions to non-controlling interest				(3,654)
Other comprehensive loss	(1,130)			(643)						(1,130)
Subsequent remeasurement of Redeemable noncontrolling interests	25,597			(25,597)			25,597
Balances, shares at Mar. 31, 2024					142,048,979	76,225,000		(8,006,497)
Balances at Mar. 31, 2024	139,551			456,588	$ 14	$ 8	1,130,137	$ (56,706)	(933,519)	(383)
Temporary equity, Balances at Dec. 31, 2023				481,742
Balances, shares at Dec. 31, 2023		141,167,311	76,225,000		141,167,311	76,225,000		(7,291,497)
Balances at Dec. 31, 2023	105,017				$ 14	$ 8	1,096,430	$ (52,586)	(939,596)	747
Balances, shares at Sep. 30, 2024		142,866,611	76,225,000		142,866,611	76,225,000		(11,433,749)
Balances at Sep. 30, 2024	329,442			282,033	$ 14	$ 8	1,333,518	$ (75,584)	(929,284)	770
Balances, shares at Mar. 31, 2024					142,048,979	76,225,000		(8,006,497)
Balances at Mar. 31, 2024	139,551			456,588	$ 14	$ 8	1,130,137	$ (56,706)	(933,519)	(383)
Net income attributable to redeemable noncontrolling interests	(1,061)			(160)					(1,061)	0
Issuance of shares, shares					524,906
Net settlement of equity incentive awards, shares					(19,182)
Net settlement of equity incentive awards value	(104)						(104)
Equity-based compensation	11,237						11,237
Deemed contribution from former parent	5,113			2,959			5,113
Repurchases of common stock as treasury stock	(15,949)							$ (15,949)
Repurchases of common stock as treasury stock, shares								(2,743,656)
Distributions to non-controlling interest				(2,760)
Other comprehensive loss	(833)			(476)						(833)
Subsequent remeasurement of Redeemable noncontrolling interests	17,857			(17,857)			17,857
Balances, shares at Jun. 30, 2024					142,554,703	76,225,000		(10,750,153)
Balances at Jun. 30, 2024	155,811			438,294	$ 14	$ 8	1,164,240	$ (72,655)	(934,580)	(1,216)
Net income attributable to redeemable noncontrolling interests	5,296			3,900					5,296	0
Issuance of shares, shares					331,255
Net settlement of equity incentive awards, shares					(19,347)
Net settlement of equity incentive awards value	(79)						(79)
Equity-based compensation	10,880						10,880
Repurchases of common stock as treasury stock	(2,929)							$ (2,929)
Repurchases of common stock as treasury stock, shares								(683,596)
Distributions to non-controlling interest				(2,839)
Other comprehensive loss	1,986			1,155						1,986
Subsequent remeasurement of Redeemable noncontrolling interests	158,477			(158,477)			158,477
Balances, shares at Sep. 30, 2024		142,866,611	76,225,000		142,866,611	76,225,000		(11,433,749)
Balances at Sep. 30, 2024	$ 329,442			$ 282,033	$ 14	$ 8	$ 1,333,518	$ (75,584)	$ (929,284)	$ 770

Condensed Consolidated Statem_5

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Cash flows from operating activities
Net income	$ 23,064	$ 61,674
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	31,654	8,603
Amortization of leases	1,379	467
Amortization of deferred financing costs	718	688
Equity-based compensation	38,284	20,488
Change in fair value of warrants	(5,713)	(991)
Loss on asset disposals	160	51
Deferred taxes	3,378	(22,678)
Change in fair value of derivative asset	537	83
Non-cash interest income	(442)	(125)
Foreign currency revaluation loss	266	542
Change in fair value of contingent consideration	0	(998)
Change in assets and liabilities:
Accounts receivable - net	(6,879)	(26,147)
Inventory - net	(1,234)	(8,702)
Prepaid expenses and other current assets	4,164	(19,239)
Accounts payable	(33,113)	50,484
Accrued expenses and other current liabilities	(35,140)	18,415
Deferred revenue	(10,042)	2,464
Other non-current assets and liabilities	(558)	6,365
Net cash provided by operating activities	6,135	114,386
Cash flows from investing activities
Purchases of property and equipment	(767)	(785)
Purchases of personal seat licenses	(737)	(542)
Investments in developed technology	(14,334)	(7,770)
Disbursement of 2024 Sponsorship Loan	(2,000)	0
Acquisition of business, net of cash acquired	0	(55,935)
Investments in convertible promissory note and warrant	0	(6,000)
Net cash used in investing activities	(17,838)	(71,032)
Cash flows from financing activities
Repurchase of common stock as treasury stock	(22,998)	(7,612)
Tax distributions	(9,253)	(11,016)
Payments of Shoko Chukin Bank Loan	(2,655)	0
Payments for taxes related to net settlement of equity incentive awards	(645)	0
Payments of deferred financing costs and other debt-related costs	(315)	0
Payment of liabilities under Tax Receivable Agreement	(77)	0
Cash paid for milestone payments	0	(6,005)
Net cash provided by (used in) financing activities	87,881	(26,696)
Impact of foreign exchange on cash, cash equivalents, and restricted cash	(151)	786
Net increase in cash, cash equivalents, and restricted cash	76,027	17,444
Cash, cash equivalents, and restricted cash - beginning of period	132,434	252,290
Cash, cash equivalents, and restricted cash - end of period	208,461	269,734
Supplemental disclosure of cash flow information:
Cash paid for interest	16,728	13,250
Cash paid for income tax	5,144	401
Cash paid for operating lease liabilities	2,325	686
Right-of-use assets obtained in exchange for lease obligations	935	0
Establishment of liabilities under Tax Receivable Agreement	0	98,977
Establishment of deferred tax asset under Tax Receivable Agreement and Secondary Offering	0	52,845
Subsidiaries [Member]
Cash flows from operating activities
Net income	18,716	84,616
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	31,654	8,603
Change in fair value of contingent consideration	0	(998)
February 2022 First Lien Loan [Member]
Cash flows from financing activities
Payments of First Lien Loan	(689)	(2,063)
June 2024 First Lien Loan [Member]
Cash flows from financing activities
Payments of First Lien Loan	(987)	0
Proceeds from June 2024 First Lien Loan	$ 125,500	$ 0

Insider Trading Arrangements

Insider Trading Arrangements	3 Months Ended
	Sep. 30, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Background and Basis of Present

Background and Basis of Presentation	9 Months Ended
	Sep. 30, 2024
Vivid Seats Inc
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
Background and Basis of Presentation	1. Background and Basis of Presentation Vivid Seats Inc. (“VSI”) and its subsidiaries, including Hoya Intermediate, LLC (“Hoya Intermediate”), Hoya Midco, LLC and Vivid Seats LLC (collectively, the “Company,” “us,” “we” and “our”), provide an online ticket marketplace that enables buyers to easily discover and purchase tickets to live events and attractions and book hotel rooms and packages in the United States, Canada and Japan. In our Marketplace segment, we primarily act as an intermediary between ticket buyers, sellers and partners within our online ticket marketplace, while enabling ticket sellers and partners to seamlessly manage their operations. In our Resale segment, we primarily acquire tickets to resell on secondary ticket marketplaces, including our own. We have prepared these unaudited condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) for interim financial information and the instructions to the Quarterly Report on Form 10-Q and Article 10 of Regulation S-X issued by the U.S. Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the information and notes required by US GAAP for comprehensive annual financial statements. In our opinion, all adjustments considered necessary for a fair presentation of the results of operations for the interim periods have been included and are of a normal, recurring nature. The results reflected in these condensed consolidated financial statements are not necessarily indicative of results that may be expected for any other interim period or for the full year. These condensed consolidated financial statements should be read together with the audited annual consolidated financial statements and accompanying notes included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, which was filed with the SEC on March 8, 2024 (our “2023 Form 10-K”). These condensed consolidated financial statements include all of our accounts, including those of our consolidated subsidiaries. All intercompany transactions and balances have been eliminated in consolidation.

New Accounting Standards

New Accounting Standards	9 Months Ended
	Sep. 30, 2024
Accounting Policies [Abstract]
New Accounting Standards	2. New Accounting Standards Issued Accounting Standards Adopted Acquired Contract Assets and Contract Liabilities In October 2021, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standard Update (“ASU”) 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. The ASU requires contract assets and liabilities acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers , as if it had originated the contracts. Under the previous guidance, such assets and liabilities were recognized by the acquirer at fair value on the acquisition date. The ASU allows for immediate adoption on a retrospective basis for all business combinations that have occurred since the beginning of the annual period that includes the interim period of adoption. We elected to adopt these requirements during the three months ended December 31, 2023, with no material impact on our consolidated financial statements. Issued Accounting Standards Not Yet Adopted Segment Reporting - Improvements to Reportable Segment Disclosures In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures , which updates reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses. The amendments are effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The amendments should be applied retrospectively to all prior periods presented in the financial statements. We are currently evaluating the impact of adopting the amendments on our future consolidated financial statements. Income Taxes In December 2023 , the FASB issued ASU 2023-09 , Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires that an entity, on an annual basis, disclose additional income tax information, primarily related to the rate reconciliation and income taxes paid. The amendments are intended to enhance the transparency and decision usefulness of income tax disclosures. The amendments are effective for annual periods beginning after December 15, 2025. We are currently evaluating the impact of adopting the new amendments, which are expected to result in enhanced disclosures, on our future consolidated financial statements. Stock Compensation In March 2024, the FASB issued ASU 2024-01, Compensation—Stock Compensation (Topic 718)—Scope Application of Profits Interest and Similar Awards. The amendments are intended to improve the clarity of paragraph 718-10-15-3 and its application to profits interest or similar awards, primarily through the addition of an illustrative example. The amendments are effective for fiscal years beginning after December 15, 2025, and for interim periods within those annual periods. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. We are currently evaluating the impact of adopting the amendments on our future consolidated financial statements.

Business Acquisitions

Business Acquisitions	9 Months Ended
	Sep. 30, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]
Business Acquisitions	3. Business Acquisitions Vegas.com Acquisition On November 3, 2023 , we acquired VDC Holdco, LLC, the parent company of Vegas.com, LLC (together, “Vegas.com”), an online ticket marketplace headquartered in Las Vegas, Nevada . The purchase price was $ 248.3 million, comprising $ 152.8 million in cash and approximately 15.6 million shares of our Class A common stock. We financed the cash portion of the purchase price at closing with cash on hand. The purchase consideration allocation is preliminary because the evaluations necessary to assess the fair values of the net assets acquired are still in process. The primary areas that are not yet finalized relate to the valuations of certain acquired prepaid expenses, income tax assets and income tax liabilities. As a result, these allocations are subject to change during the one-year measurement period. There were no changes to the preliminary purchase price allocation during the nine months ended September 30, 2024. Wavedash Acquisition On September 8, 2023 , we acquired WD Holdings Co., Ltd., the parent company of Wavedash Co., Ltd. (together, “Wavedash”) , an online ticket marketplace headquartered in Tokyo, Japan. The purchase price was JPY 10,946.1 million, or approximately $ 74.3 million based on the exchange rate in effect on the acquisition date, before considering the net effect of cash acquired. We financed the purchase price at closing with cash on hand. There were no changes between the preliminary purchase price allocation and the final purchase price allocation during the one-year measurement period.

Revenue Recognition

Revenue Recognition	9 Months Ended
	Sep. 30, 2024
Hoya Intermediate, LLC
Disaggregation of Revenue [Line Items]
Revenue Recognition	4. Revenue Recognition We recognize revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers . We have two reportable segments: Marketplace and Resale. In our Marketplace segment, we primarily act as an intermediary between ticket buyers, sellers and partners through which we earn revenue processing ticket sales for live events and attractions and from facilitating the booking of hotel rooms and packages from our websites and mobile applications, including Vivid Seats, Vegas.com and Wavedash (our “Owned Properties”), and from numerous distribution partners (our “Private Label”). The Owned Properties component of our Marketplace segment also includes our Vivid Picks daily fantasy sports offering, where users partake in contests by making picks from a variety of sport and player matchups. Using our online platform, we facilitate customer payments, deposits and withdrawals, coordinate ticket deliveries and provide customer service. Marketplace revenues consisted of the following (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 Marketplace revenues: Owned Properties $ 129,159 $ 122,778 $ 394,317 $ 329,006 Private Label 23,494 31,610 88,394 101,113 Total Marketplace revenues $ 152,653 $ 154,388 $ 482,711 $ 430,119 Marketplace revenues consisted of the following event categories (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 Marketplace revenues: Concerts $ 67,701 $ 87,142 $ 216,533 $ 239,762 Sports 50,378 52,169 149,183 143,118 Theater 28,705 14,788 97,544 45,705 Other 5,869 289 19,451 1,534 Total Marketplace revenues $ 152,653 $ 154,388 $ 482,711 $ 430,119 In our Resale segment, we primarily acquire tickets to resell on secondary ticket marketplaces, including our own. Resale revenues were $ 34.0 million and $ 93.1 million during the three and nine months ended September 30, 2024, respectively, and $ 33.7 million and $ 84.5 million during the three and nine months ended September 30, 2023, respectively. At September 30, 2024, Deferred revenue was $ 24.6 million, which primarily relates to our Vivid Seats Rewards loyalty program. Stamps earned under the program expire in two to three years , if not converted to credits, and credits expire in two to four years , if not redeemed. We expect to recognize all outstanding deferred revenue in the next seven years . At December 31, 2023, $ 34.7 million was recorded as Deferred revenue, of which $ 6.1 million and $ 20.2 million was recognized as revenue during the three and nine months ended September 30, 2024, respectively. At December 31, 2022, $ 32.0 million was recorded as Deferred revenue, of which $ 1.9 million and $ 13.6 million was recognized as revenue during the three and nine months ended September 30, 2023 , respectively.

Segment Reporting

Segment Reporting	9 Months Ended
	Sep. 30, 2024
Segment Reporting [Abstract]
Segment Reporting	5. Segment Reporting Our reportable segments are Marketplace and Resale. In our Marketplace segment, we primarily act as an intermediary between ticket buyers, sellers and partners through which we earn revenue processing ticket sales for live events and attractions and from facilitating the booking of hotel rooms and packages. In our Resale segment, we primarily acquire tickets to resell on secondary ticket marketplaces, including our own. Revenues and contribution margin (defined as revenues less cost of revenues and marketing and selling expenses) are used by our Chief Operating Decision Maker (our “CODM”) to assess performance of the business. We do not report our assets, capital expenditures, general and administrative expenses or related depreciation and amortization expenses by segment because our CODM does not use this information to evaluate the performance of our operating segments. The following tables represent our segment information (in thousands): Three Months Ended September 30, 2024 Nine Months Ended September 30, 2024 Marketplace Resale Consolidated Marketplace Resale Consolidated Revenues $ 152,653 $ 33,952 $ 186,605 $ 482,711 $ 93,062 $ 575,773 Cost of revenues (exclusive of depreciation and amortization shown separately below) 23,052 27,977 51,029 74,356 75,021 149,377 Marketing and selling 67,835 — 67,835 205,695 — 205,695 Contribution margin $ 61,766 $ 5,975 $ 67,741 $ 202,660 $ 18,041 $ 220,701 General and administrative 46,306 149,725 Depreciation and amortization 10,669 31,654 Income from operations 10,766 39,322 Interest expense – net 6,300 16,706 Other income ( 9,020 ) ( 3,236 ) Income before income taxes $ 13,486 $ 25,852 Three Months Ended September 30, 2023 Nine Months Ended September 30, 2023 Marketplace Resale Consolidated Marketplace Resale Consolidated Revenues $ 154,388 $ 33,745 $ 188,133 $ 430,119 $ 84,457 $ 514,576 Cost of revenues (exclusive of depreciation and amortization shown separately below) 23,923 26,539 50,462 66,749 64,089 130,838 Marketing and selling 77,006 — 77,006 196,970 — 196,970 Contribution margin $ 53,459 $ 7,206 $ 60,665 $ 166,400 $ 20,368 $ 186,768 General and administrative 37,225 107,921 Depreciation and amortization 3,301 8,603 Change in fair value of contingent consideration 20 ( 998 ) Income from operations 20,119 71,242 Interest expense – net 2,544 8,596 Other income ( 1,038 ) ( 365 ) Income before income taxes $ 18,613 $ 63,011 Substantially all of our sales occur and assets reside in the United States.

Accounts Receivable - Net

Accounts Receivable - Net	9 Months Ended
	Sep. 30, 2024
Receivables [Abstract]
Accounts Receivable - Net	6. Accounts Receivable - Net The following table summarizes our accounts receivable balance, net of allowance for doubtful accounts (in thousands): September 30, December 31, 2024 2023 Uncollateralized payment processor obligations $ 39,913 $ 32,810 Due from marketplace ticket sellers for cancellation charges 9,088 5,632 Due from distribution partners for cancellation charges 13,597 12,736 Event insurance and other commissions receivable 5,106 11,414 Allowance for credit losses ( 12,345 ) ( 10,074 ) Other 9,947 5,963 Total accounts receivable – net $ 65,306 $ 58,481 We recorded an allowance for credit losses of $ 12.3 million and $ 10.0 million at September 30, 2024 and December 31, 2023, respectively, to reflect potential challenges in collecting funds from distribution partners and ticket sellers, particularly for amounts due upon usage of store credits previously issued to buyers. There were no write-offs for the three and nine months ended September 30, 2024 and 2023 .

Prepaid Expenses and Other Curr

Prepaid Expenses and Other Current Assets	9 Months Ended
	Sep. 30, 2024
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Prepaid Expenses and Other Current Assets	7. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following (in thousands): September 30, December 31, 2024 2023 Recovery of future customer compensation $ 19,797 $ 25,750 Prepaid expenses 9,687 8,218 Other current assets 415 93 Total prepaid expenses and other current assets $ 29,899 $ 34,061 Recovery of future customer compensation represents expected recoveries of compensation from ticket sellers and partners for cancellation charges related to previously recorded sales transactions. Recovery of future customer compensation costs decreased by $ 6.0 million at September 30, 2024 compared to December 31, 2023, primarily due to a decrease in the volume of future events and a decrease in estimated future cancellation rates. A related provision for expected compensation to customers is included in Accrued expenses and other current liabilities in the Condensed Consolidated Balance Sheets.

Goodwill And Intangible Assets

Goodwill And Intangible Assets	9 Months Ended
	Sep. 30, 2024
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
Goodwill and Intangible Assets	8. Goodwill and Intangible Assets Goodwill Goodwill is included in our Marketplace segment . The following table summarizes the changes in the carrying amount of goodwill (in thousands): Goodwill Balance at December 31, 2023 $ 947,359 Foreign currency translation ( 502 ) Balance at September 30, 2024 $ 946,857 We had recorded $ 377.1 million of cumulative impairment charges related to our goodwill as of September 30, 2024 and December 31, 2023. Definite-Lived Intangible Assets The following table summarizes components of our definite-lived intangible assets (in thousands): September 30, December 31, 2024 2023 Definite-lived intangible assets Supplier relationships $ 57,123 $ 57,123 Customer relationships 34,620 34,620 Acquired developed technology 29,240 29,240 Capitalized development costs 38,174 28,912 Capitalized development costs – work in progress 10,407 4,795 Foreign currency translation 1,002 1,315 Total gross book value $ 170,566 $ 156,005 Less: accumulated amortization Supplier relationships $ ( 12,764 ) $ ( 2,881 ) Customer relationships ( 11,423 ) ( 3,522 ) Acquired developed technology ( 8,159 ) ( 2,551 ) Capitalized development costs ( 23,325 ) ( 16,433 ) Foreign currency translation ( 376 ) ( 97 ) Total accumulated amortization $ ( 56,047 ) $ ( 25,484 ) Indefinite-lived intangible assets Trademarks $ 110,538 $ 110,538 Foreign currency translation 71 96 Intangible assets – net $ 225,128 $ 241,155 Amortization expense on our definite-lived intangible assets was $ 10.2 million and $ 30.3 million for the three and nine months ended September 30, 2024 , respectively, and $ 2.9 million and $ 7.5 million for the three and nine months ended September 30, 2023, respectively. Amortiza tion expense is presented in Depreciation and amortization in the Condensed Consolidated Statements of Operations.

Investments

Investments	9 Months Ended
	Sep. 30, 2024
Investments [Abstract]
Investments	9. Investments On July 3, 2023, we invested $ 6.0 million in a privately held company in the form of a convertible promissory note (the “Note”) and a warrant to purchase up to 1,874,933 shares of the company’s stock (the “Warrant”). Interest on the Note accrues at 8 % per annum and outstanding principal and accrued interest is due and payable at the earlier of July 3, 2030 or a change in control of the company. The Warrant is exercisable until the date that is three years after the Note is repaid, subject to certain accelerating events. We account for the Note in accordance with ASC Topic 320, Investments - Debt and Equity Securities. The Note is classified as an available-for-sale security and is recorded at fair value with the change in unrealized gains and losses reported as a separate component in the Condensed Consolidated Statements of Comprehensive Income until realized. The Note’s unrealized gain for the three and nine months ended September 30, 2024 was $ 0.2 million. The Note’s amortized cost was $ 3.1 million and $ 2.7 million at September 30, 2024 and December 31, 2023, respectively. We did not recognize any credit losses related to the Note during the nine months ended September 30, 2024. We account for the Warrant in accordance with ASC Topic 815, Derivatives and Hedging , pursuant to which we record the derivative instrument in the Condensed Consolidated Balance Sheets at fair value with changes in fair value recognized in Other income in the Condensed Consolidated Statements of Operations on a recurring basis. The classification of the derivative instrument, including whether it should be recorded as an asset or a liability, is evaluated at the end of each reporting period.

Fair Value Measurements

Fair Value Measurements	9 Months Ended
	Sep. 30, 2024
Fair Value Disclosures [Abstract]
Fair Value Measurements	10. Fair Value Measurements We account for financial instruments under ASC Topic 820, Fair Value Measurements (“ASC 820”), which defines fair value, establishes a framework for measuring fair value in US GAAP and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements, ASC 820 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels as follows: Level 1 - Measurements that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 - Measurements that include other inputs that are directly or indirectly observable in the marketplace. Level 3 - Measurements derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. These fair value measurements require significant judgment. Financial instruments recorded at fair value on a recurring basis as of September 30, 2024 and December 31, 2023 were as follows (in thousands): Fair Value Measurements Using Level 1 Level 2 Level 3 Total September 30, 2024 Note $ — $ — $ 3,564 $ 3,564 Warrant — — 3,588 3,588 $ — $ — $ 7,152 $ 7,152 Fair Value Measurements Using Level 1 Level 2 Level 3 Total December 31, 2023 Note $ — $ — $ 2,868 $ 2,868 Warrant — — 4,125 4,125 $ — $ — $ 6,993 $ 6,993 The fair value of the Note is determined using the income approach, utilizing Level 3 inputs. The estimated fair value of the Warrant is determined using the Black-Scholes option pricing model, which requires us to make assumptions and judgments about the variables used in the calculation related to the expected term, the expected volatility, the risk-free rate of interest, and the expected dividend yield. Because of the inherent uncertainty of this valuation, these estimated values may differ significantly from the values that would have been used had a ready market for the investments existed, and the differences could be material. The following table presents quantitative information about the significant unobservable inputs applied to these Level 3 fair value measurements: September 30, December 31, Asset Significant Unobservable Inputs 2024 2023 Note Expected term (years) 5.8 6.5 Implied yield 20.2 % 21.7 % Warrant Expected term (years) 5.8 6.5 Expected volatility 51.0 % 56.0 % Risk-free rate 3.6 % 3.9 % Expected dividend yield 0.0 % 0.0 % The following table provides a reconciliation of the financial instruments measured at fair value using Level 3 significant unobservable inputs (in thousands): Note Warrant Balance at January 1, 2024 $ 2,868 $ 4,125 Accretion of discount 79 — Interest paid-in-kind 370 — Total unrealized gains or losses: Recognized in Net income — ( 537 ) Recognized in Other comprehensive income 247 — Balance at September 30, 2024 $ 3,564 $ 3,588 Other financial instruments, including accounts receivable and accounts payable, are carried at cost, which approximates their fair value because of their short-term nature.

Accrued Expenses and Other Curr

Accrued Expenses and Other Current Liabilities	9 Months Ended
	Sep. 30, 2024
Payables and Accruals [Abstract]
Accrued Expenses and Other Current Liabilities	11. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following (in thousands): September 30, December 31, 2024 2023 Accrued marketing expense $ 35,242 $ 39,210 Accrued customer credits 56,394 64,318 Accrued future customer compensation 24,944 33,010 Accrued payroll 9,987 17,381 Accrued operating expenses 15,405 20,828 Other current liabilities 17,809 16,895 Total accrued expenses and other current liabilities $ 159,781 $ 191,642 Accrued customer credits represent credits issued and outstanding for cancellations or other service issues related to recorded sales transactions. The accrued amount is reduced by the amount of credits estimated to go unused, or breakage, provided that the credits are not subject to escheatment. We estimate breakage based on historical usage trends and available data on comparable programs, and we recognize breakage in proportion to the pattern of redemption for customer credits. Our breakage estimates could be impacted by future activity differing from our estimates, the effects of which could be material. During the three and nine months ended September 30, 2024 , $ 2.4 million and $ 5.4 million of accrued customer credits were redeemed, respectively, and we recognized $ 5.0 million and $ 11.5 million of revenue from breakage, respectively. During the three and nine months ended September 30, 2023 , $ 2.6 million and $ 7.8 million of accrued customer credits were redeemed, respectively, and we recognized $ 7.7 million and $ 18.4 million of revenue from breakage, respectively. Breakage amounts are net of reductions in associated accounts receivable balances. Accrued future customer compensation represents an estimate of the amount of customer compensation due from cancellation charges in the future. These provisions, which are based on historic experience, revenue volumes for future events and our estimate of the likelihood of future cancellations, are recognized as a component of Revenues in the Condensed Consolidated Statements of Operations. The expected recoveries of these obligations from ticket sellers and partners are included in Prepaid expenses and other current assets in the Condensed Consolidated Balance Sheets. This estimated accrual could be impacted by future activity differing from our estimates, the effects of which could be material. During the three and nine months ended September 30, 2024, we recognized a net increase in revenue of $ 1.3 million and $ 1.2 million, respectively, and during the three and nine months ended September 30, 2023, we recognized a net increase in revenue of $ 1.5 million and $ 0.2 million, respectively, in each case from the reversals of previously recorded revenue and changes to accrued future customer compensation related to event cancellations where the performance obligations were satisfied in prior periods.

Debt

Debt	9 Months Ended
	Sep. 30, 2024
Debt Disclosure [Abstract]
Debt	12. Debt Our outstanding debt is comprised of the following (in thousands): September 30, December 31, 2024 2023 February 2022 First Lien Loan $ — $ 270,188 Shoko Chukin Bank Loan — 2,954 June 2024 First Lien Loan 394,013 — Total long-term debt, gross 394,013 273,142 Less: unamortized debt issuance costs ( 4,333 ) ( 4,577 ) Total long-term debt, net of issuance costs 389,680 268,565 Less: current portion ( 3,950 ) ( 3,933 ) Total long-term debt, net $ 385,730 $ 264,632 June 2017 Term Loans In June 2017, we entered into a $ 575.0 million first lien debt facility, comprising a $ 50.0 million revolving credit facility and a $ 525.0 million term loan (the “June 2017 First Lien Loan”), and a second lien credit facility, comprising a $ 185.0 million second lien term loan (the “June 2017 Second Lien Loan”). The June 2017 First Lien Loan was amended to upsize the committed amount by $ 115.0 million in July 2018. In October 2019 , we paid off the June 2017 Second Lien Loan balance. The revolving credit facility component of the first lien debt facility was retired in May 2020. In October 2021, we made an early principal payment related to the June 2017 First Lien Loan of $ 148.2 million in connection with, and using the proceeds from, the merger transaction with Horizon Acquisition Corporation (the “Merger Transaction”) and a related private investment in public equity. In February 2022, we repaid the outstanding balance of $ 190.7 million from the June 2017 First Lien Loan and refinanced the remaining balance with a $ 275.0 million term loan (as discussed in the “February 2022 First Lien Loan” section below). February 2022 First Lien Loan In February 2022, we entered into an amendment which refinanced the remaining balance of the June 2017 First Lien Loan with a $ 275.0 million term loan (the “February 2022 First Lien Loan”) and added a $ 100.0 million revolving credit facility (the “Revolving Facility”) with a maturity date of February 3, 2027 . On June 14, 2024, we refinanced the remaining $ 269.5 million balance of the February 2022 First Lien Loan, which carried an interest rate of SOFR (as defined herein) (subject to a 0.5 % floor) plus a margin of 3.25 % , with a $ 395.0 million term loan (as discussed in the “June 2024 First Lien Loan” section below). June 2024 First Lien Loan On June 14, 2024, we entered into an amendment which refinanced the remaining balance of the February 2022 First Lien Loan with a $ 395.0 million term loan (the “June 2024 First Lien Loan”) with a maturity date of February 3, 2029 . The terms of the June 2024 First Lien Loan specify a secured overnight financing rate (“SOFR”)-based floating interest rate and contain a springing financial covenant that requires compliance with a first lien net leverage ratio when revolver borrowings exceed certain levels. All obligations under the June 2024 First Lien Loan are unconditionally guaranteed by Hoya Intermediate and substantially all of Hoya Intermediate’s existing and future direct and indirect wholly owned domestic subsidiaries (collectively, the “Guarantors”). The June 2024 First Lien Loan requires quarterly amortization payments of $ 1.0 million. The Revolving Facility does not require periodic payments. All obligations under the June 2024 First Lien Loan are secured, subject to permitted liens and other exceptions, by first-priority perfected security interests in substantially all of our and the Guarantors’ assets. The June 2024 First Lien Loan carries an interest rate of SOFR (subject to a 0.5 % floor) plus a margin of 3.00 % ; provided that such margin may be reduced to 2.75 % if the corporate rating assigned to us by Moody’s Investors Service, Inc. and S&P Global Ratings is at least Ba3/BB- (in each case, stable or better). The effective interest rate on the June 2024 First Lien Loan was 8.15 % per annum at September 30, 2024. The June 2024 First Lien Loan is held by third-party financial institutions and is carried at the outstanding principal balance, less debt issuance costs and any unamortized discount or premium. Because the fair value was estimated using quoted prices that are directly observable in the marketplace, it is estimated on a Level 2 basis. At September 30, 2024, the fair value of the June 2024 First Lien Loan approximated the carrying value. We are subject to certain reporting and compliance-related covenants to remain in good standing under the June 2024 First Lien Loan. These covenants, among other things, limit our ability to incur additional indebtedness and, in certain circumstances, to enter into transactions with affiliates, create liens, merge or consolidate and make certain payments. Non-compliance with these covenants and failure to remedy could result in the acceleration of the loans or foreclosure on the collateral. As of September 30, 2024 , we were in compliance with all debt covenants related to the June 2024 First Lien Loan and had no outstanding borrowings under the Revolving Facility. The refinancing of the February 2022 First Lien Loan with the June 2024 First Lien Loan was accounted for as a debt modification. During the three and nine months ended September 30, 2024 , we recognized an expense of zero and $ 1.7 million, respectively, for third-party fees incurred in relation to the debt modification, which is presented in Other income in the Condensed Consolidated Statements of Operations. Shoko Chukin Bank Loan In connection with our acquisition of Wavedash, we assumed long-term debt owed to Shoko Chukin Bank (the “Shoko Chukin Bank Loan” ) of JPY 458.3 million (approximately $ 3.1 million), which had an original maturity date of June 24, 2026 and was subject to a fixed interest rate of 1.27 % per annum. On April 4, 2024, we paid off the Shoko Chukin Bank Loan balance in its entirety.

Financial Instruments

Financial Instruments	9 Months Ended
	Sep. 30, 2024
Investments, All Other Investments [Abstract]
Financial Instruments	13. Financial Instruments We issued the following warrants during the year ended December 31, 2021 in connection with the Merger Transaction: Public Warrants We issued to former warrant holders of Horizon Acquisition Corporation warrants to purchase 18,132,776 shares of our Class A common stock at an exercise price of $ 11.50 per share (the “Public Warrants” ), of which warrants to purchase 5,166,666 shares were issued to Horizon Sponsor, LLC. The Public Warrants are traded on The Nasdaq Stock Market LLC under the symbol “SEATW.” As of September 30, 2024, there were 6,766,853 Public Warrants outstanding. Private Warrants We issued to Horizon Sponsor, LLC warrants to purchase 6,519,791 shares of our Class A common stock at an exercise price of $ 11.50 per share (the “Private Warrants”). As of September 30, 2024 , there were 6,519,791 Private Warrants outstanding . Exercise Warrants We issued to Horizon Sponsor, LLC warrants to purchase 17,000,000 shares of our Class A common stock at an exercise price of $ 10.00 per share (the “$ 10 Exercise Warrants”) and warrants to purchase 17,000,000 shares of our Class A common stock at an exercise of $ 15.00 per share (the “$ 15 Exercise Warrants” and, together with the $ 10 Exercise Warrants, the “Exercise Warrants”). As of September 30, 2024 , there were 34,000,000 Exercise Warrants outstanding (comprised of 17,000,000 $ 10 Exercise Warrants and 17,000,000 $ 15 Exercise Warrants). Intermediate Warrants Hoya Intermediate issued to Hoya Topco, LLC (“Hoya Topco”) warrants to purchase 3,000,000 of its common units (“Intermediate Units”) at an exercise price of $ 10.00 per unit (the “$ 10 Intermediate Warrants”) and warrants to purchase 3,000,000 Intermediate Units at an exercise of $ 15.00 per unit (the “$ 15 Intermediate Warrants” and, together with the $ 10 Intermediate Warrants, the “Intermediate Warrants”). A portion of the Intermediate Warrants, consisting of 1,000,000 $ 10 Intermediate Warrants and 1,000,000 $ 15 Intermediate Warrants (together, the “Option Contingent Warrants”), were issued in tandem with stock options we issued to members of our management team and would only become exercisable by Hoya Topco if such a stock option was forfeited or expired unexercised. On December 7, 2023, Hoya Topco voluntarily terminated all of the Option Contingent Warrants. As of September 30, 2024, there were 4,000,000 Intermediate Warrants outstanding (comprised of 2,000,000 $ 10 Intermediate Warrants and 2,000,000 $ 15 Intermediate Warrants). The following assumptions were used to calculate the fair value of the Intermediate Warrants: September 30, December 31, 2024 2023 Expected term (years) 7.1 7.8 Expected volatility 54.0 % 48.0 % Risk-free rate 3.7 % 3.9 % Expected dividend yield 0.0 % 0.0 % For the three and nine months ended September 30, 2024 , the fair value of the Intermediate Warrants decreased by $ 4.0 million and $ 5.7 million, respectively. For three and nine months ended September 30, 2023, the fair value of the Intermediate Warrants (including the Option Contingent Warrants) decreased by $ 1.7 million and $ 1.0 million, respectively. The change in fair value of the Intermediate Warrants (including, for the three and nine months ended September 30, 2023, the Option Contingent Warrants) is presented in Other income in the Condensed Consolidated Statements of Operations. Upon the valid exercise of an Intermediate Warrant for Intermediate Units, we will issue an equivalent number of shares of our Class B common stock to Hoya Topco. Mirror Warrants Hoya Intermediate issued to us warrants to purchase 17,000,000 Intermediate Units at an exercise price of $ 10.00 per unit (the “$ 10 Mirror Warrants”), warrants to purchase 17,000,000 Intermediate Units at an exercise of $ 15.00 per unit (the “$ 15 Mirror Warrants”) and warrants to purchase 24,652,557 Intermediate Units at an exercise price of $ 11.50 per unit (the “$ 11.50 Mirror Warrants” and, together with the $ 10 Mirror Warrants and the $ 15 Mirror Warrants, the “Mirror Warrants”). Upon the valid exercise of a Public, Private or Exercise Warrant, Hoya Intermediate will issue to us an equivalent number of Intermediate Units. Similarly, if a Public, Private or Exercise Warrant is tendered, an equivalent number of Mirror Warrants will be tendered. As of September 30, 2024, there were 47,286,644 Mirror Warrants outstanding (comprised of 17,000,000 $ 10 Mirror Warrants, 17,000,000 $ 15 Mirror Warrants and 13,286,644 $ 11.50 Mirror Warrants).

Equity

Equity	9 Months Ended
	Sep. 30, 2024
Equity [Abstract]
Equity	14. Equity Share Repurchase Programs On February 29, 2024, our Board of Directors (our “Board”) authorized a share repurchase program for up to $ 100.0 million of our Class A common stock, which program was publicly announced on March 5, 2024 and does not have a fixed expiration date (the “2024 Share Repurchase Program”). As of September 30, 2024, we had repurchased approximately 4.1 million shares of our Class A common stock for approximately $ 22.8 million under the 2024 Share Repurchase Program, for which we had recorded approximately $ 0.3 million in commissions and excise taxes. As of September 30, 2024, approximately $ 77.2 million remained available for future repurchases under the 2024 Share Repurchase Program. In May 2022, our Board authorized a share repurchase program for up to $ 40.0 million of our Class A common stock, which program was publicly announced on May 26, 2022 (the “2022 Share Repurchase Program”). The 2022 Share Repurchase Program ’ s authorization was fully utilized during 2022 and the three months ended March 31, 2023. Cumulatively, we repurchased approximately 5.3 million shares of our Class A common stock for approximately $ 40.0 million under the 2022 Share Repurchase Program, for which we recorded approximately $ 0.1 million in commissions and excise taxes . Share repurchases are accounted for as Treasury stock in the Condensed Consolidated Balance Sheets. Accumulated Other Comprehensive Income The following table presents the changes in each component of Accumulated other comprehensive income attributable to Class A common stockholders (in thousands): Unrealized Gain on Investments Foreign Currency Total Balance at January 1, 2024 $ 106 $ 641 $ 747 Recognized in Other comprehensive income 155 ( 132 ) 23 Balance at September 30, 2024 $ 261 $ 509 $ 770

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
	Sep. 30, 2024
Hoya Intermediate, LLC
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
Commitments and Contingencies	15. Commitments and Contingencies Litigation From time to time, we are involved in various claims and legal actions arising in the ordinary course of business, none of which, in management's opinion, could have a material effect on our business, financial position or results of operations other than those matters discussed below. We were a co-defendant in a class action lawsuit in Canada alleging a failure to disclose service fees prior to checkout. A final order approving the settlement of this lawsuit was entered by the court in August 2020. In January 2022, we issued coupons to certain class members. Other class members were notified in 2022 that they are eligible to submit a claim for a coupon. As of September 30, 2024 and December 31, 2023 , a liability of $ 0.9 million was recorded in Accrued expenses and other current liabilities in the Condensed Consolidated Balance Sheets related to expected claim submissions and credit redemptions as of the measurement date. We have been a defendant in multiple class action lawsuits related to customer compensation for cancellations, primarily as a result of COVID-19 restrictions. A final order approving the settlement of one such lawsuit was entered by the court in November 2021 , pursuant to which we paid $ 4.5 million (after insurance) to fund a claims settlement pool in 2021 that was fully disbursed in 2022. A final order approving the settlement of another such lawsuit was entered by the court on January 31, 2023, pursuant to which we paid $ 3.3 million (after insurance) to cover legal and administrative fees and approved claims (payments for which were made in August 2023). We had no accrued liability as of September 30, 2024 and December 31, 2023 related to these matters. We are a defendant in a lawsuit related to an alleged violation of the Illinois Biometric Information Privacy Act. An order preliminarily approving the settlement of this lawsuit was entered by the court on September 27, 2024, which remains subject to final court approval and which will be covered in full by insurance. As of September 30, 2024 , a liability of $ 0.3 million was recorded in Accrued expenses and other current liabilities in the Condensed Consolidated Balance Sheets related to this matter. We had no accrued liability as of December 31, 2023 related to this matter. Indirect Taxes In 2018, the U.S. Supreme Court issued its decision in South Dakota v. Wayfair Inc., which overturned previous case law that had precluded state and local governments from imposing sales tax collection requirements on retailers without a physical presence. In response, most jurisdictions have adopted laws that attempt to impose tax collection obligations on out-of-state companies, and we have registered and begun collecting tax where required by statute. It is reasonably possible that state or local governments will continue to adopt or interpret laws such that we are required to calculate, collect and remit taxes on sales in their jurisdictions. A successful assertion by one or more jurisdictions could result in material tax liabilities, including uncollected taxes on past sales, as well as penalties and interest. Based on our analysis of certain state and local regulations, specifically related to marketplace facilitators and ticket sales, we have recorded liabilities in all jurisdictions where we believe a risk of loss is probable. We continuously monitor state and local regulations and will implement required collection and remittance procedures if and when we are subject thereto. To the extent we have sales for international events, we may be required to register with various foreign jurisdictions and to collect and remit indirect taxes. It is reasonably possible that foreign jurisdictions may continue to adopt or interpret laws that impact the amount we are required to collect and remit. A successful assertion by one or more such jurisdictions could result in material tax liabilities, including uncollected taxes on past sales, as well as penalties and interest. Based on our analysis of certain foreign indirect tax regulations, specifically related to event ticket sales, we have recorded liabilities in the jurisdictions where we believe a risk of loss is probable and estimable. As of September 30, 2024 and December 31, 2023, a liability of $ 5.4 million and $ 3.2 million, respectively, was recorded in Accrued expenses and other current liabilities in the Condensed Consolidated Balance Sheets related to uncollected indirect taxes, including sales taxes. This liability is inclusive of both U.S. and foreign jurisdictions where we believe it is probable we should remit but have not collected all required amounts from customers and is reduced by abatements received. The net expense related to uncollected indirect taxes during the three and nine months ended September 30, 2024 was $ 0.5 million and $ 2.6 million, respectively, which is recorded in General and administrative expenses in the Condensed Consolidated Statements of Operations. 2024 Sponsorship Loan On August 23, 2024, we and a privately held company entered into a sponsorship and custom content partnership agreement that provides us with various marketing services in exchange for our issuance of an interest-free loan payable in installments that could total a maximum of $ 5.0 million (the “Sponsorship Loan”). We account for the Sponsorship Loan as a note receivable in accordance with ASC Topic 310, Receivables . As of September 30, 2024, we have disbursed $ 2.0 million of the Sponsorship Loan (the “2024 Sponsorship Loan” ). If certain conditions are met, we will issue an additional interest-free $ 1.5 million loan in each of September 2025 and September 2026. While there is no stated maturity date for the 2024 Sponsorship Loan, we are entitled to a portion of advertising revenue received by the counterparty until the 2024 Sponsorship Loan is repaid in full. The 2024 Sponsorship Loan had a carrying value of $ 1.8 million as of September 30, 2024, which is presented in Other non-current assets in the Condensed Consolidated Balance Sheets. Additionally, we recognized less than $ 0.1 million of imputed interest income for the 2024 Sponsorship Loan during the three and nine months ended September 30, 2024, which is presented in Interest expense – net in the Condensed Consolidated Statements of Operations.

Related-Party Transactions

Related-Party Transactions	9 Months Ended
	Sep. 30, 2024
Related Party Transactions [Abstract]
Related-Party Transactions	16. Related-Party Transactions Viral Nation Inc. Viral Nation Inc. (“Viral Nation”) is a marketing agency that creates viral and social media influencer campaigns and provides advertising, marketing and technology services. Todd Boehly, a member of our Board, serves on the board of directors of Viral Nation and is the Co-Founder, Chairman and Chief Executive Officer (“CEO”) of Eldridge Industries, LLC (“Eldridge”), which owns greater than 10% of Viral Nation. For Viral Nation’s services, we incurred an expense of less than $ 0.1 million and $ 0.3 million during the three and nine months ended September 30, 2024, respectively, and $ 0.1 million during the three and nine months ended September 30, 2023, which is presented in Marketing and selling expenses in the Condensed Consolidated Statements of Operations. Rolling Stone, LLC Rolling Stone, LLC (“Rolling Stone”) is a high-profile magazine and media platform focused on music, film, television and news coverage. Todd Boehly, a member of our Board, is the Co-Founder, Chairman and CEO of Eldridge, which owns greater than 10% of Rolling Stone. In connection with a partnership with Rolling Stone, we incurred zero expense during the three and nine months ended September 30, 2024 and an expense of $ 0.2 million and $ 0.7 million during the three and nine months ended September 30, 2023, respectively, which is presented in Marketing and selling expenses in the Condensed Consolidated Statements of Operations. Los Angeles Dodgers The Los Angeles Dodgers (the “Dodgers”) is a Major League Baseball team based in Los Angeles, California. Todd Boehly, a member of our Board, owns greater than 10% of the Dodgers. In connection with a strategic partnership with the Dodgers, including our designation as an official ticket marketplace of the Dodgers and certain other advertising, marketing, promotional and sponsorship benefits, we incurred an expense of $ 1.0 million and $ 2.1 million during the three and nine months ended September 30, 2024 , respectively, and an expense of $ 1.1 million during the three and nine months ended September 30, 2023, which is presented in Marketing and selling expenses in the Condensed Consolidated Statements of Operations. Tax Receivable Agreement In connection with the Merger Transaction, we entered into a Tax Receivable Agreement (the “TRA”) with the existing Hoya Intermediate unitholders. For more information, see “Tax Receivable Agreement” in Note 17, Income Taxes .

Income Taxes

Income Taxes	9 Months Ended
	Sep. 30, 2024
Income Tax Disclosure [Abstract]
Income Taxes	17. Income Taxes For the three and nine months ended September 30, 2024, we recorded a $ 4.3 million and $ 7.1 million income tax expense in continuing operations, respectively. Our effective income tax rate differed from the 21 % U.S. federal statutory rate due to a redeemable noncontrolling interests adjustment for VSI’s allocable share of Hoya Intermediate’s income, state taxes, equity-based compensation and limitations on compensation deductions. For the three and nine months ended September 30, 2023, we recorded a $ 2.6 million income tax expense and a $ 21.6 million income tax benefit in continuing operations, respectively. Our effective income tax rate differed from the 21 % U.S. federal statutory rate due to the release of our valuation allowance on our U.S. net operating losses, interest limitations and tax credit carryforwards. As of September 30, 2024 and December 31, 2023, our deferred tax assets were primarily the result of our investment in partnership, the TRA, net operating losses, interest limitations and tax credit carryforwards. As of each reporting date, we consider new evidence, both positive and negative, that could affect its view of the future realization of deferred tax assets. Certain tax attributes remain subject to an annual limitation under Section 382 of the Internal Revenue Code of 1986 as a result of the historical acquisitions. We maintain a partial valuation allowance on our investments in partnership related to the portion of the basis difference that we do not expect to realize on a more likely than not basis. Tax Receivable Agreement In connection with the Merger Transaction, we entered into the TRA with the existing Hoya Intermediate unitholders that provides for our payment to such unitholders of 85 % of the amount of the tax savings, if any, that we realize (or, under certain circumstances, are deemed to realize) as a result of, or attributable to, (i) increases in the tax basis of assets owned directly or indirectly by Hoya Intermediate or its subsidiaries from, among other things, any redemptions or exchanges of Intermediate Units, (ii) existing tax basis (including depreciation and amortization deductions arising from such tax basis) in long-lived assets owned directly or indirectly by Hoya Intermediate and its subsidiaries and (iii) certain other tax benefits (including deductions in respect of imputed interest) related to us making payments under the TRA. Amounts payable under the TRA are contingent upon the generation of future taxable income over the term of the TRA and future changes in tax laws. If we do not generate sufficient taxable income in the aggregate over the term of the TRA to utilize the tax benefits, then we would not be required to make the related payments. As of September 30, 2024 , we estimate that the tax savings associated with all tax attributes described above would require us to pay $ 165.7 million, primarily over the next 15 years. As of September 30, 2024, $ 3.5 million is expected to be due within the next 12 months.

Equity Based Compensation

Equity Based Compensation	9 Months Ended
	Sep. 30, 2024
Share-Based Payment Arrangement [Abstract]
Equity-Based Compensation	18. Equity-Based Compensation Our 2021 Incentive Award Plan, as amended (the “2021 Plan”), was approved and adopted in order to facilitate the grant of equity incentive awards to our employees, non-employee directors and consultants. The 2021 Plan became effective on October 18, 2021 upon consummation of the Merger Transaction, and the First Amendment to the 2021 Plan became effective on February 5, 2024. Restricted Stock Units Restricted stock units (“RSUs”) awards are denominated in a hypothetical equivalent number of shares of our Class A common stock. The value of each RSU is equal to the fair value of our Class A common stock on the grant date. Each RSU converts into a share of our Class A common stock upon vesting. During the nine months ended September 30, 2024 and 2023 , we granted to certain employees 10.8 million and 2.7 million RSUs, respectively, at a weighted average grant date fair value of $ 5.32 per share and $ 7.21 per share, respectively. RSUs granted to employees vest over three years, with one-third vesting on the first anniversary of the grant date and the remaining portion vesting on a quarterly basis thereafter, subject to the employee’s continued employment through the applicable vesting date. During the nine months ended September 30, 2024 and 2023 , we granted to our directors 0.3 million and 0.1 million RSUs, respectively, at a weighted average grant date fair value of $ 5.24 per share and $ 7.68 per share, respectively. RSUs granted to directors fully vest on the earlier of (i) one day prior to the date of our first annual meeting of stockholders following the grant date and (ii) the first anniversary of the grant date, subject to the director’s continued service on our Board through the applicable vesting date. During the nine months ended September 30, 2024 and 2023 , we granted to certain consultants less than 0.1 million and less than 0.1 million RSUs, respectively, at a weighted average grant date fair value of $ 3.72 per share and $ 7.98 per share, respectively. RSUs granted to consultants either fully vest on the first anniversary of the grant date or in equal annual installments over three years, subject to the consultant’s continued service through the applicable vesting date. A summary of the total activity for RSUs is as follows (in thousands, except per share data): Shares Weighted Average Grant Date Fair Value Per Share Unvested at December 31, 2023 3,866 $ 8.35 Granted 11,116 5.32 Forfeited ( 510 ) 7.47 Vested ( 1,818 ) 8.28 Unvested at September 30, 2024 12,654 $ 5.73 Shares Weighted Average Grant Date Fair Value Per Share Unvested at December 31, 2022 2,551 $ 10.99 Granted 2,685 7.21 Forfeited ( 138 ) 9.02 Vested ( 801 ) 7.65 Unvested at September 30, 2023 4,297 $ 9.31 Stock Options Stock options provide for the purchase of shares of our Class A common stock in the future at an exercise price set on the grant date. No stock options were granted during the nine months ended September 30, 2024. In March 2023, we granted to certain employees 3.6 million stock options with an exercise price of $ 7.17 per share and a grant date fair value of $ 3.30 per option. Stock options granted to employees vest over three years , with one-third vesting on the first anniversary of the grant date and the remaining portion vesting on a quarterly basis thereafter, subject to the employee’s continued employment through the applicable vesting date. Stock options granted to employees have a contractual term of ten years from the grant date and a fair value that is estimated on the grant date using the Black-Scholes option pricing model. In June 2023, we granted to certain consultants 0.9 million stock options divided into three tranches of 0.2 million, 0.3 million and 0.4 million, respectively, with exercise prices of $ 7.98 , $ 17.00 and $ 23.00 per share, respectively, and grant date fair values of $ 3.22 , $ 1.87 and $ 1.44 per option, respectively. Stock options granted to consultants vest in equal annual installments over three years , subject to the consultant’s continued service through the applicable vesting date. Stock options granted to consultants have a contractual term of seven years from the grant date and a fair value that is estimated on the grant date using the Hull-White model. The following assumptions were used to calculate the fair value of the stock options: June 14, 2023 March 10, 2023 Expected term (years) 7.0 5.9 Expected volatility 42.0 % 42.0 % Risk-free rate 4.0 % 3.9 % Expected dividend yield 0.0 % 0.0 % A summary of the total activity for stock options is as follows (in thousands, except per option data): Outstanding Options Weighted Average Exercise Price Per Option Weighted Average Remaining Contractual Life (in Years) Aggregate Intrinsic Value Outstanding at December 31, 2023 8,807 $ 8.02 9 $ — Options granted — — Options exercised — — Options forfeited ( 559 ) 6.99 Options expired ( 807 ) 6.88 Outstanding at September 30, 2024 7,441 $ 8.23 8 $ — Vested and exercisable at September 30, 2024 4,387 $ 7.63 Outstanding Options Weighted Average Exercise Price Per Option Weighted Average Remaining Contractual Life (in Years) Aggregate Intrinsic Value Outstanding at December 31, 2022 6,125 $ 12.09 9 $ — Options granted to employees 3,603 7.17 Options granted to consultants - tranche 1 200 7.98 Options granted to consultants - tranche 2 300 17.00 Options granted to consultants - tranche 3 400 23.00 Options exercised — — Options forfeited — — Options expired ( 58 ) — Outstanding at September 30, 2023 10,570 $ 10.89 9 $ — Compensation Expense For the three and nine months ended September 30, 2024 , equity-based compensation expense related to RSUs was $ 8.5 million and $ 22.4 million, respectively, compared to $ 3.9 million and $ 10.5 million for the three and nine months ended September 30, 2023, respectively. Unrecognized compensation expense relating to unvested RSUs as of September 30, 2024 was approximately $59 .4 million, which is expected to be recognized over a weighted average period of approximately one year . For the three and nine months ended September 30, 2024 , equity-based compensation expense related to stock options was $ 2.3 million and $ 8.1 million, respectively, compared to $ 2.8 million and $ 7.3 million for the three and nine months ended September 30, 2023, respectively. Unrecognized compensation expense relating to unvested stock options as of September 30, 2024 was $ 9.7 million, which is expected to be recognized over a weighted average period of approximately one year . For the three and nine months ended September 30, 2024, equity-based compensation expense excludes $ 0.2 million and $ 0.6 million, respectively, related to capitalized development costs. Profits Interests and Phantom Units On June 10, 2024, the Board of Managers of Hoya Topco (the “Hoya Topco Board” ) approved the redemption, repurchase and cancellation by Hoya Topco (using Hoya Topco’s funds) of all of its outstanding profits interests held by our employees (including the Class B-1, Class D and Class E Units discussed in our 2023 Form 10-K). Accordingly, we recognized equity-based compensation expense related to the profits interests of zero and $ 3.3 million for the three and nine months ended September 30, 2024 , respectively, and $ 1.0 million and $ 3.0 million for the three and nine months ended September 30, 2023, respectively. On June 10, 2024, the Hoya Topco Board also approved the repurchase and cancellation by Hoya Topco (using Hoya Topco’s funds) of all of its outstanding phantom units held by our employees. The phantom units held service and performance conditions, requiring us to recognize a liability for the fair value of the outstanding phantom units only when we conclude it is probable that the performance conditions will be achieved. Accordingly, we recognized equity-based compensation expense related to the phantom units of zero and $ 5.0 million for the three and nine months ended September 30, 2024 , respectively. There was no equity-based compensation expense previously recognized related to the phantom units. Hoya Topco had no outstanding profits interests or phantom units held by our employees, and we had no unrecognized equity-based compensation expense related thereto, as of September 30, 2024 .

Earnings Per Share

Earnings Per Share	9 Months Ended
	Sep. 30, 2024
Earnings Per Share [Abstract]
Earnings Per Share	19. Earnings Per Share We calculate basic and diluted net income per share of Class A common stock in accordance with ASC Topic 260, Earnings per Share . Because our Class B common stock does not have economic rights in VSI, it is not considered a participating security for basic and diluted net income per share, and we do not present basic and diluted net income per share of Class B common stock. However, our Class B common stockholders are allocated income in Hoya Intermediate (our operating entity) according to their weighted average percentage ownership of Intermediate Units during each quarter. Net income attributable to redeemable noncontrolling interests is calculated by multiplying Hoya Intermediate’s net income in each quarterly period by Hoya Topco’s weighted average percentage ownership of Intermediate Units during the period. Hoya Topco has the right to exchange its Intermediate Units for shares of our Class A common stock (on a one-to-one basis) or cash proceeds of equal value at the time of redemption. The option to redeem Intermediate Units for cash proceeds must be approved by our Board, which as of September 30, 2024 consisted of a majority of directors nominated by affiliates of Hoya Topco and GTCR, LLC pursuant to our stockholders’ agreement. The ability to put Intermediate Units is solely within the control of the holder of the redeemable noncontrolling interests. If Hoya Topco elects the redemption to be settled in cash, the cash used to settle the redemption must be funded through a private or public offering of our Class A common stock and is subject to our Board’s approval. The following table provides the net income attributable to Hoya Topco’s redeemable noncontrolling interest (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 Net income—Hoya Intermediate $ 10,630 $ 17,672 $ 23,064 $ 61,674 Hoya Topco’s weighted average % allocation of Hoya Intermediate's net income 36.7 % 52.9 % 36.4 % 56.8 % Net income attributable to Hoya Topco's redeemable noncontrolling interests $ 3,900 $ 9,341 $ 8,405 $ 35,045 Net income attributable to Class A common stockholders–basic is calculated by subtracting the portion of Hoya Intermediate’s net income attributable to redeemable noncontrolling interests from our total net income, which includes our net income for activities outside of our investment in Hoya Intermediate, including income tax expense (benefit) for VSI’s portion of income, as well as the full results of Hoya Intermediate on a consolidated basis. Net income per Class A common stock–diluted is based on the average number of shares of our Class A common stock used for the basic earnings per share calculation, adjusted for the weighted average number of Class A common share equivalents outstanding for the period determined using the treasury stock and if-converted methods, as applicable. Net income attributable to Class A common stockholders–diluted is adjusted for (i) our share of Hoya Intermediate’s consolidated net income after giving effect to Intermediate Units that convert into potential shares of our Class A common stock, to the extent it is dilutive, and (ii) the impact of changes in the fair value of the Intermediate Warrants, to the extent they are dilutive. The following table sets forth the computation of basic and diluted net income per share of Class A common stock for the periods in which shares of our Class A and Class B common stock were outstanding (in thousands, except share and per share data): Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 Numerator—basic: Net income $ 9,196 $ 16,018 $ 18,716 $ 84,616 Less: Income attributable to redeemable noncontrolling interests 3,900 9,341 8,405 35,045 Net income attributable to Class A common stockholders—basic 5,296 6,677 10,311 49,571 Denominator—basic: Weighted average Class A common stock outstanding—basic 131,521,578 96,407,327 132,460,381 86,403,617 Net income per Class A common stock—basic $ 0.04 $ 0.07 $ 0.08 $ 0.57 Numerator—diluted: Net income attributable to Class A common stockholders—basic $ 5,296 $ 6,677 $ 10,311 $ 49,571 Net income effect of dilutive securities: Effect of redeemable noncontrolling interests — — — 33,874 Effect of RSUs 2 15 8 68 Net income attributable to Class A common stockholders—diluted 5,298 6,692 10,319 83,513 Denominator—diluted: Weighted average Class A common stock outstanding—basic 131,521,578 96,407,327 132,460,381 86,403,617 Weighted average effect of dilutive securities: Effect of redeemable noncontrolling interests — — — 109,514,286 Effect of RSUs 433,103 455,572 679,759 389,828 Weighted average Class A common stock outstanding—diluted 131,954,681 96,862,899 133,140,140 196,307,731 Net income per Class A common stock—diluted $ 0.04 $ 0.07 $ 0.08 $ 0.43 Potential shares of our Class A common stock are excluded from the computation of diluted net income per share of Class A common stock if their effect would have been anti-dilutive for the period presented or if the issuance of shares is contingent upon events that did not occur by the end of the period. The following table presents potentially dilutive securities excluded from the computation of diluted net income per share of Class A common stock for the periods presented that could potentially dilute earnings per share in the future: Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 RSUs 2,002,430 1,576,861 801,833 857,813 Stock options 7,401,783 10,597,528 7,401,783 10,597,528 Public Warrants and Private Warrants 13,286,644 13,286,644 13,286,644 13,286,644 Exercise Warrants 34,000,000 34,000,000 34,000,000 34,000,000 Intermediate Warrants 4,000,000 6,000,000 4,000,000 6,000,000 Redeemable noncontrolling interests 76,225,000 99,800,000 76,225,000 —

New Accounting Standards (Polic

New Accounting Standards (Policies)	9 Months Ended
	Sep. 30, 2024
Accounting Policies [Abstract]
Issued Accounting Standards Adopted	Issued Accounting Standards Adopted Acquired Contract Assets and Contract Liabilities In October 2021, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standard Update (“ASU”) 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. The ASU requires contract assets and liabilities acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers , as if it had originated the contracts. Under the previous guidance, such assets and liabilities were recognized by the acquirer at fair value on the acquisition date. The ASU allows for immediate adoption on a retrospective basis for all business combinations that have occurred since the beginning of the annual period that includes the interim period of adoption. We elected to adopt these requirements during the three months ended December 31, 2023, with no material impact on our consolidated financial statements.
Issued Accounting Standards Not Yet Adopted	Issued Accounting Standards Not Yet Adopted Segment Reporting - Improvements to Reportable Segment Disclosures In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures , which updates reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses. The amendments are effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The amendments should be applied retrospectively to all prior periods presented in the financial statements. We are currently evaluating the impact of adopting the amendments on our future consolidated financial statements. Income Taxes In December 2023 , the FASB issued ASU 2023-09 , Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires that an entity, on an annual basis, disclose additional income tax information, primarily related to the rate reconciliation and income taxes paid. The amendments are intended to enhance the transparency and decision usefulness of income tax disclosures. The amendments are effective for annual periods beginning after December 15, 2025. We are currently evaluating the impact of adopting the new amendments, which are expected to result in enhanced disclosures, on our future consolidated financial statements. Stock Compensation In March 2024, the FASB issued ASU 2024-01, Compensation—Stock Compensation (Topic 718)—Scope Application of Profits Interest and Similar Awards. The amendments are intended to improve the clarity of paragraph 718-10-15-3 and its application to profits interest or similar awards, primarily through the addition of an illustrative example. The amendments are effective for fiscal years beginning after December 15, 2025, and for interim periods within those annual periods. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. We are currently evaluating the impact of adopting the amendments on our future consolidated financial statements.

Revenue Recognition (Tables)

Revenue Recognition (Tables)	9 Months Ended
	Sep. 30, 2024
Hoya Intermediate, LLC
Disaggregation of Revenue [Line Items]
Schedule of Market Place Revenues	Marketplace revenues consisted of the following (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 Marketplace revenues: Owned Properties $ 129,159 $ 122,778 $ 394,317 $ 329,006 Private Label 23,494 31,610 88,394 101,113 Total Marketplace revenues $ 152,653 $ 154,388 $ 482,711 $ 430,119 Marketplace revenues consisted of the following event categories (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 Marketplace revenues: Concerts $ 67,701 $ 87,142 $ 216,533 $ 239,762 Sports 50,378 52,169 149,183 143,118 Theater 28,705 14,788 97,544 45,705 Other 5,869 289 19,451 1,534 Total Marketplace revenues $ 152,653 $ 154,388 $ 482,711 $ 430,119

Segment Reporting (Tables)

Segment Reporting (Tables)	9 Months Ended
	Sep. 30, 2024
Segment Reporting [Abstract]
Schedule of Segment Information	The following tables represent our segment information (in thousands): Three Months Ended September 30, 2024 Nine Months Ended September 30, 2024 Marketplace Resale Consolidated Marketplace Resale Consolidated Revenues $ 152,653 $ 33,952 $ 186,605 $ 482,711 $ 93,062 $ 575,773 Cost of revenues (exclusive of depreciation and amortization shown separately below) 23,052 27,977 51,029 74,356 75,021 149,377 Marketing and selling 67,835 — 67,835 205,695 — 205,695 Contribution margin $ 61,766 $ 5,975 $ 67,741 $ 202,660 $ 18,041 $ 220,701 General and administrative 46,306 149,725 Depreciation and amortization 10,669 31,654 Income from operations 10,766 39,322 Interest expense – net 6,300 16,706 Other income ( 9,020 ) ( 3,236 ) Income before income taxes $ 13,486 $ 25,852 Three Months Ended September 30, 2023 Nine Months Ended September 30, 2023 Marketplace Resale Consolidated Marketplace Resale Consolidated Revenues $ 154,388 $ 33,745 $ 188,133 $ 430,119 $ 84,457 $ 514,576 Cost of revenues (exclusive of depreciation and amortization shown separately below) 23,923 26,539 50,462 66,749 64,089 130,838 Marketing and selling 77,006 — 77,006 196,970 — 196,970 Contribution margin $ 53,459 $ 7,206 $ 60,665 $ 166,400 $ 20,368 $ 186,768 General and administrative 37,225 107,921 Depreciation and amortization 3,301 8,603 Change in fair value of contingent consideration 20 ( 998 ) Income from operations 20,119 71,242 Interest expense – net 2,544 8,596 Other income ( 1,038 ) ( 365 ) Income before income taxes $ 18,613 $ 63,011

Accounts Receivable - Net (Tabl

Accounts Receivable - Net (Tables)	9 Months Ended
	Sep. 30, 2024
Receivables, Net, Current [Abstract]
Schedule of accounts receivable balance, net of allowance for doubtful accounts	The following table summarizes our accounts receivable balance, net of allowance for doubtful accounts (in thousands): September 30, December 31, 2024 2023 Uncollateralized payment processor obligations $ 39,913 $ 32,810 Due from marketplace ticket sellers for cancellation charges 9,088 5,632 Due from distribution partners for cancellation charges 13,597 12,736 Event insurance and other commissions receivable 5,106 11,414 Allowance for credit losses ( 12,345 ) ( 10,074 ) Other 9,947 5,963 Total accounts receivable – net $ 65,306 $ 58,481

Goodwill And Intangible Assets

Goodwill And Intangible Assets (Tables)	9 Months Ended
	Sep. 30, 2024
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
Schedule Of Changes In The Carrying Amount Of Goodwill	The following table summarizes the changes in the carrying amount of goodwill (in thousands): Goodwill Balance at December 31, 2023 $ 947,359 Foreign currency translation ( 502 ) Balance at September 30, 2024 $ 946,857
Schedule Of Definite-Lived Intangible Assets	The following table summarizes components of our definite-lived intangible assets (in thousands): September 30, December 31, 2024 2023 Definite-lived intangible assets Supplier relationships $ 57,123 $ 57,123 Customer relationships 34,620 34,620 Acquired developed technology 29,240 29,240 Capitalized development costs 38,174 28,912 Capitalized development costs – work in progress 10,407 4,795 Foreign currency translation 1,002 1,315 Total gross book value $ 170,566 $ 156,005 Less: accumulated amortization Supplier relationships $ ( 12,764 ) $ ( 2,881 ) Customer relationships ( 11,423 ) ( 3,522 ) Acquired developed technology ( 8,159 ) ( 2,551 ) Capitalized development costs ( 23,325 ) ( 16,433 ) Foreign currency translation ( 376 ) ( 97 ) Total accumulated amortization $ ( 56,047 ) $ ( 25,484 ) Indefinite-lived intangible assets Trademarks $ 110,538 $ 110,538 Foreign currency translation 71 96 Intangible assets – net $ 225,128 $ 241,155

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	9 Months Ended
	Sep. 30, 2024
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
Schedule of financial instruments recorded at fair value on recurring basis	Financial instruments recorded at fair value on a recurring basis as of September 30, 2024 and December 31, 2023 were as follows (in thousands): Fair Value Measurements Using Level 1 Level 2 Level 3 Total September 30, 2024 Note $ — $ — $ 3,564 $ 3,564 Warrant — — 3,588 3,588 $ — $ — $ 7,152 $ 7,152 Fair Value Measurements Using Level 1 Level 2 Level 3 Total December 31, 2023 Note $ — $ — $ 2,868 $ 2,868 Warrant — — 4,125 4,125 $ — $ — $ 6,993 $ 6,993
Schedule of financial instruments quantitative information using the Level 3 significant unobservable inputs	The following table presents quantitative information about the significant unobservable inputs applied to these Level 3 fair value measurements: September 30, December 31, Asset Significant Unobservable Inputs 2024 2023 Note Expected term (years) 5.8 6.5 Implied yield 20.2 % 21.7 % Warrant Expected term (years) 5.8 6.5 Expected volatility 51.0 % 56.0 % Risk-free rate 3.6 % 3.9 % Expected dividend yield 0.0 % 0.0 %
Schedule of reconiliation of the financial instruments measured at fair value using Level 3 significant unobservable inputs	The following table provides a reconciliation of the financial instruments measured at fair value using Level 3 significant unobservable inputs (in thousands): Note Warrant Balance at January 1, 2024 $ 2,868 $ 4,125 Accretion of discount 79 — Interest paid-in-kind 370 — Total unrealized gains or losses: Recognized in Net income — ( 537 ) Recognized in Other comprehensive income 247 — Balance at September 30, 2024 $ 3,564 $ 3,588

Accrued Expenses and Other Cu_2

Accrued Expenses and Other Current Liabilities (Tables)	9 Months Ended
	Sep. 30, 2024
Payables and Accruals [Abstract]
Summary of Accrued Expenses and Other Current Liabilities	Accrued expenses and other current liabilities consisted of the following (in thousands): September 30, December 31, 2024 2023 Accrued marketing expense $ 35,242 $ 39,210 Accrued customer credits 56,394 64,318 Accrued future customer compensation 24,944 33,010 Accrued payroll 9,987 17,381 Accrued operating expenses 15,405 20,828 Other current liabilities 17,809 16,895 Total accrued expenses and other current liabilities $ 159,781 $ 191,642

Prepaid Expenses and Other Cu_2

Prepaid Expenses and Other Current Assets (Tables)	9 Months Ended
	Sep. 30, 2024
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Schedule of Prepaid Expenses and Other Current Assets	Prepaid expenses and other current assets consisted of the following (in thousands): September 30, December 31, 2024 2023 Recovery of future customer compensation $ 19,797 $ 25,750 Prepaid expenses 9,687 8,218 Other current assets 415 93 Total prepaid expenses and other current assets $ 29,899 $ 34,061

Debt (Tables)

Debt (Tables)	9 Months Ended
	Sep. 30, 2024
Debt Disclosure [Abstract]
Summary of Outstanding debt	Our outstanding debt is comprised of the following (in thousands): September 30, December 31, 2024 2023 February 2022 First Lien Loan $ — $ 270,188 Shoko Chukin Bank Loan — 2,954 June 2024 First Lien Loan 394,013 — Total long-term debt, gross 394,013 273,142 Less: unamortized debt issuance costs ( 4,333 ) ( 4,577 ) Total long-term debt, net of issuance costs 389,680 268,565 Less: current portion ( 3,950 ) ( 3,933 ) Total long-term debt, net $ 385,730 $ 264,632

Financial Instruments (Tables)

Financial Instruments (Tables)	9 Months Ended
	Sep. 30, 2024
Investments, All Other Investments [Abstract]
Schedule of Option Contingent Warrants Valuation Assumptions	The following assumptions were used to calculate the fair value of the Intermediate Warrants: September 30, December 31, 2024 2023 Expected term (years) 7.1 7.8 Expected volatility 54.0 % 48.0 % Risk-free rate 3.7 % 3.9 % Expected dividend yield 0.0 % 0.0 % For the three and nine months ended September 30, 2024 , the

Equity (Tables)

Equity (Tables)	9 Months Ended
	Sep. 30, 2024
Equity [Abstract]
Shedule of Changes in Each Component of AOCL, Net of Tax Effect	The following table presents the changes in each component of Accumulated other comprehensive income attributable to Class A common stockholders (in thousands): Unrealized Gain on Investments Foreign Currency Total Balance at January 1, 2024 $ 106 $ 641 $ 747 Recognized in Other comprehensive income 155 ( 132 ) 23 Balance at September 30, 2024 $ 261 $ 509 $ 770

Equity Based Compensation (Tabl

Equity Based Compensation (Tables)	9 Months Ended
	Sep. 30, 2024
Share-Based Payment Arrangement [Abstract]
Summary of Activity for RSUs	A summary of the total activity for RSUs is as follows (in thousands, except per share data): Shares Weighted Average Grant Date Fair Value Per Share Unvested at December 31, 2023 3,866 $ 8.35 Granted 11,116 5.32 Forfeited ( 510 ) 7.47 Vested ( 1,818 ) 8.28 Unvested at September 30, 2024 12,654 $ 5.73 Shares Weighted Average Grant Date Fair Value Per Share Unvested at December 31, 2022 2,551 $ 10.99 Granted 2,685 7.21 Forfeited ( 138 ) 9.02 Vested ( 801 ) 7.65 Unvested at September 30, 2023 4,297 $ 9.31
Summary of Fair Value Assumptions for Stock Option at the Date of Grant	The following assumptions were used to calculate the fair value of the stock options: June 14, 2023 March 10, 2023 Expected term (years) 7.0 5.9 Expected volatility 42.0 % 42.0 % Risk-free rate 4.0 % 3.9 % Expected dividend yield 0.0 % 0.0 %
Summary of Activity for Stock Option	A summary of the total activity for stock options is as follows (in thousands, except per option data): Outstanding Options Weighted Average Exercise Price Per Option Weighted Average Remaining Contractual Life (in Years) Aggregate Intrinsic Value Outstanding at December 31, 2023 8,807 $ 8.02 9 $ — Options granted — — Options exercised — — Options forfeited ( 559 ) 6.99 Options expired ( 807 ) 6.88 Outstanding at September 30, 2024 7,441 $ 8.23 8 $ — Vested and exercisable at September 30, 2024 4,387 $ 7.63 Outstanding Options Weighted Average Exercise Price Per Option Weighted Average Remaining Contractual Life (in Years) Aggregate Intrinsic Value Outstanding at December 31, 2022 6,125 $ 12.09 9 $ — Options granted to employees 3,603 7.17 Options granted to consultants - tranche 1 200 7.98 Options granted to consultants - tranche 2 300 17.00 Options granted to consultants - tranche 3 400 23.00 Options exercised — — Options forfeited — — Options expired ( 58 ) — Outstanding at September 30, 2023 10,570 $ 10.89 9 $ —

Earnings Per Share (Tables)

Earnings Per Share (Tables)	9 Months Ended
	Sep. 30, 2024
Earnings Per Share [Abstract]
Schedule of net income (loss) attributable to redeemable noncontrolling interests	The following table provides the net income attributable to Hoya Topco’s redeemable noncontrolling interest (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 Net income—Hoya Intermediate $ 10,630 $ 17,672 $ 23,064 $ 61,674 Hoya Topco’s weighted average % allocation of Hoya Intermediate's net income 36.7 % 52.9 % 36.4 % 56.8 % Net income attributable to Hoya Topco's redeemable noncontrolling interests $ 3,900 $ 9,341 $ 8,405 $ 35,045
Schedule of Earnings Per Share, Basic and Diluted	The following table sets forth the computation of basic and diluted net income per share of Class A common stock for the periods in which shares of our Class A and Class B common stock were outstanding (in thousands, except share and per share data): Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 Numerator—basic: Net income $ 9,196 $ 16,018 $ 18,716 $ 84,616 Less: Income attributable to redeemable noncontrolling interests 3,900 9,341 8,405 35,045 Net income attributable to Class A common stockholders—basic 5,296 6,677 10,311 49,571 Denominator—basic: Weighted average Class A common stock outstanding—basic 131,521,578 96,407,327 132,460,381 86,403,617 Net income per Class A common stock—basic $ 0.04 $ 0.07 $ 0.08 $ 0.57 Numerator—diluted: Net income attributable to Class A common stockholders—basic $ 5,296 $ 6,677 $ 10,311 $ 49,571 Net income effect of dilutive securities: Effect of redeemable noncontrolling interests — — — 33,874 Effect of RSUs 2 15 8 68 Net income attributable to Class A common stockholders—diluted 5,298 6,692 10,319 83,513 Denominator—diluted: Weighted average Class A common stock outstanding—basic 131,521,578 96,407,327 132,460,381 86,403,617 Weighted average effect of dilutive securities: Effect of redeemable noncontrolling interests — — — 109,514,286 Effect of RSUs 433,103 455,572 679,759 389,828 Weighted average Class A common stock outstanding—diluted 131,954,681 96,862,899 133,140,140 196,307,731 Net income per Class A common stock—diluted $ 0.04 $ 0.07 $ 0.08 $ 0.43
Summary of Potentially Dilutive Securities	The following table presents potentially dilutive securities excluded from the computation of diluted net income per share of Class A common stock for the periods presented that could potentially dilute earnings per share in the future: Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 RSUs 2,002,430 1,576,861 801,833 857,813 Stock options 7,401,783 10,597,528 7,401,783 10,597,528 Public Warrants and Private Warrants 13,286,644 13,286,644 13,286,644 13,286,644 Exercise Warrants 34,000,000 34,000,000 34,000,000 34,000,000 Intermediate Warrants 4,000,000 6,000,000 4,000,000 6,000,000 Redeemable noncontrolling interests 76,225,000 99,800,000 76,225,000 —

Business Acquisitions - Additio

Business Acquisitions - Additional Information (Details) ¥ in Millions, shares in Millions, $ in Millions				9 Months Ended
	Nov. 03, 2023 USD ($) shares	Sep. 08, 2023 USD ($)	Sep. 08, 2023 JPY (¥)	Sep. 30, 2024 USD ($)
Vdc Holdco Llc [Member]
Business Acquisition [Line Items]
Acquisition Date	Nov. 03, 2023
Business Combination, Consideration Transferred, Total	$ 248.3
Cash consideration	$ 152.8			$ 0
Vdc Holdco Llc [Member] | Class A Common Stock
Business Acquisition [Line Items]
Stock Issued During Period, Shares, Acquisitions | shares	15.6
Wd Holdings Co. [Member]
Business Acquisition [Line Items]
Acquisition Date		Sep. 08, 2023	Sep. 08, 2023
Business Combination, Price of Acquisition, Expected		$ 74.3	¥ 10,946.1

Revenue Recognition - Schedule

Revenue Recognition - Schedule of Market Place Revenues (Detail) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Marketplace revenues:
Total Marketplace revenues	$ 152,653	$ 154,388	$ 482,711	$ 430,119
Owned Properties
Marketplace revenues:
Total Marketplace revenues	129,159	122,778	394,317	329,006
Private Label
Marketplace revenues:
Total Marketplace revenues	23,494	31,610	88,394	101,113
Concerts
Marketplace revenues:
Total Marketplace revenues	67,701	87,142	216,533	239,762
Sports
Marketplace revenues:
Total Marketplace revenues	50,378	52,169	149,183	143,118
Theater
Marketplace revenues:
Total Marketplace revenues	28,705	14,788	97,544	45,705
Other
Marketplace revenues:
Total Marketplace revenues	$ 5,869	$ 289	$ 19,451	$ 1,534

Revenue Recognition - Additiona

Revenue Recognition - Additional Information (Details) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024 USD ($)	Sep. 30, 2023 USD ($)	Sep. 30, 2024 USD ($) Segment	Sep. 30, 2023 USD ($)	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)
Disaggregation of Revenue [Line Items]
Revenue By Related Parties	$ 34,000	$ 33,700	$ 93,100	$ 84,500
Number of Reportable Segments | Segment			2
Deferred revenue	24,632		$ 24,632		$ 34,674	$ 32,000
Deferred Revenue, Revenue Recognized	$ 6,100	$ 1,900	$ 20,200	$ 13,600
Deferred revenue, recognized period			next seven years
Maximum [Member]
Disaggregation of Revenue [Line Items]
Stamp expiration term			3 years
Credits Expiration Term			4 years
Minimum [Member]
Disaggregation of Revenue [Line Items]
Stamp expiration term			2 years
Credits Expiration Term			2 years

Segment Reporting - Schedule of

Segment Reporting - Schedule of Segment Information (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Segment Reporting Information [Line Items]
Depreciation and amortization			$ 31,654	$ 8,603
Change in fair value of contingent consideration			0	(998)
Subsidiaries [Member]
Segment Reporting Information [Line Items]
Revenues	$ 186,605	$ 188,133	575,773	514,576
Cost of revenues (exclusive of depreciation and amortization shown separately below)	51,029	50,462	149,377	130,838
General and administrative	46,306	37,225	149,725	107,921
Depreciation and amortization	10,669	3,301	31,654	8,603
Change in fair value of contingent consideration	0	20	0	(998)
Income from operations	10,766	20,119	39,322	71,242
Interest expense – net	6,300	2,544	16,706	8,596
Income (loss) before income taxes	(5,296)	(6,677)	(10,311)	(49,571)
Marketplace | Subsidiaries [Member]
Segment Reporting Information [Line Items]
Revenues	152,653	154,388	482,711	430,119
Cost of revenues (exclusive of depreciation and amortization shown separately below)	23,052	23,923	74,356	66,749
Marketing and selling	67,835	77,006	205,695	196,970
Contribution margin	61,766	53,459	202,660	166,400
Resale | Subsidiaries [Member]
Segment Reporting Information [Line Items]
Revenues	33,952	33,745	93,062	84,457
Cost of revenues (exclusive of depreciation and amortization shown separately below)	27,977	26,539	75,021	64,089
Marketing and selling	0	0	0	0
Contribution margin	5,975	7,206	18,041	20,368
Consolidated | Subsidiaries [Member]
Segment Reporting Information [Line Items]
Revenues	186,605	188,133	575,773	514,576
Cost of revenues (exclusive of depreciation and amortization shown separately below)	51,029	50,462	149,377	130,838
Marketing and selling	67,835	77,006	205,695	196,970
Contribution margin	67,741	60,665	220,701	186,768
General and administrative	46,306	37,225	149,725	107,921
Depreciation and amortization	10,669	3,301	31,654	8,603
Change in fair value of contingent consideration		20		(998)
Income from operations	10,766	20,119	39,322	71,242
Interest expense – net	6,300	2,544	16,706	8,596
Other expense	(9,020)	(1,038)	(3,236)	(365)
Income (loss) before income taxes	$ 13,486	$ 18,613	$ 25,852	$ 63,011

Accounts Receivable - Net - She

Accounts Receivable - Net - Shedule of Accounts receivable balance, net of allowance for doubtful accounts (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Accounts, Notes, Loans and Financing Receivable [Line Items]
Allowance for doubtful accounts	$ (12,300)	$ (10,000)
Other	9,947	5,963
Total Accounts Receivable	65,306	58,481
Market Place [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Accounts receivable net	9,088	5,632
Distribution Partners [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Accounts receivable net	13,597	12,736
Allowance for doubtful accounts	(12,345)	(10,074)
Uncollateralized Payment [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Accounts receivable net	39,913	32,810
Insurance and Other Commissions [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Accounts receivable net	$ 5,106	$ 11,414

Accounts Receivable - Net (Addi

Accounts Receivable - Net (Additional Information) (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Financing Receivable, Past Due [Line Items]
Allowance for doubtful accounts	$ 12.3		$ 12.3		$ 10
Accounts receivable write offs	$ 0	$ 0	$ 0	$ 0

Leases (Additional Information)

Leases (Additional Information) (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Leases [Abstract]
Right-of-use assets - net	$ 9,344		$ 9,826
Right-of-use assets obtained in exchange for lease obligations	$ 935	$ 0

Goodwill And Intangible Asset_2

Goodwill And Intangible Assets - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Goodwill [Line Items]
Amortization of intangible assets	$ 10.2	$ 2.9	$ 30.3	$ 7.5
Impairment			$ 377.1		$ 377.1

Goodwill And Intangible Asset_3

Goodwill And Intangible Assets - Schedule Of Changes In The Carrying Amount Of Goodwill (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2024 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill, Beginning Balance	$ 947,359
Foreign currency translation	(502)
Goodwill, Ending Balance	$ 946,857

Goodwill And Intangible Asset_4

Goodwill And Intangible Assets - Schedule of Goodwill and Intangible Assets (Details) - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Goodwill [Line Items]
Definite-lived intangible assets	$ 170,566	$ 156,005
Foreign currency translation, Definite-lived Intangible Assets	1,002	1,315
Accumulated amortization	(56,047)	(25,484)
Foreign currency translation, Accumulated amortization	(376)	(97)
Foreign currency translation, Indefinite-lived Intangible Assets	71	96
Intangible assets - net	225,128	241,155
Trademarks [Member]
Goodwill [Line Items]
Trademarks	110,538	110,538
Supplier Relationships [Member]
Goodwill [Line Items]
Definite-lived intangible assets	57,123	57,123
Accumulated amortization	(12,764)	(2,881)
Customer Relationships [Member]
Goodwill [Line Items]
Definite-lived intangible assets	34,620	34,620
Accumulated amortization	(11,423)	(3,522)
Acquired Developed Technology [Member]
Goodwill [Line Items]
Definite-lived intangible assets	29,240	29,240
Accumulated amortization	(8,159)	(2,551)
Capitalized Development Costs [Member]
Goodwill [Line Items]
Definite-lived intangible assets	38,174	28,912
Accumulated amortization	(23,325)	(16,433)
Capitalized Development Costs - Work In Progress [Member]
Goodwill [Line Items]
Definite-lived intangible assets	$ 10,407	$ 4,795

Investments (Additional Informa

Investments (Additional Information) (Details) - USD ($) $ in Millions	3 Months Ended	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2024	Dec. 31, 2023	Jul. 03, 2023
Schedule of Investments [Line Items]
Convertible Debt				$ 6
Investment Interest Rate				8%
Servicing Asset at Amortized Cost	$ 3.1	$ 3.1	$ 2.7
Unrealized Gain (Loss) on Investments	$ 0.2	$ 0.2
Warrant [Member]
Schedule of Investments [Line Items]
Purchase of Warrants				1,874,933

Fair Value Measurements - Sched

Fair Value Measurements - Schedule Of Financial Instruments Recorded At Fair Value On Recurring Basis (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Investments, Fair Value Disclosure	$ 7,152	$ 6,993
Note [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Investments, Fair Value Disclosure	3,564	2,868
Warrant [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Investments, Fair Value Disclosure	3,588	4,125
Level 1
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Investments, Fair Value Disclosure	0	0
Level 1 | Note [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Investments, Fair Value Disclosure	0	0
Level 1 | Warrant [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Investments, Fair Value Disclosure	0	0
Level 2
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Investments, Fair Value Disclosure	0	0
Level 2 | Note [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Investments, Fair Value Disclosure	0	0
Level 2 | Warrant [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Investments, Fair Value Disclosure	0	0
Level 3
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Investments, Fair Value Disclosure	7,152	6,993
Level 3 | Note [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Investments, Fair Value Disclosure	3,564	2,868
Level 3 | Warrant [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Investments, Fair Value Disclosure	$ 3,588	$ 4,125

Fair Value Measurements - Sch_2

Fair Value Measurements - Schedule Of Quantitative Information Using The Level 3 Significant Unobservable Inputs (Details)	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Expected term (years)	7 years 1 month 6 days	7 years 9 months 18 days
Expected volatility	54%	48%
Risk-free rate	3.70%	3.90%
Expected dividend yield	0%	0%
Level 3 | Note [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Expected term (years)	5 years 9 months 18 days	6 years 6 months
Implied Yield	20.20%	21.70%
Level 3 | Warrant [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Expected term (years)	5 years 9 months 18 days	6 years 6 months
Expected volatility	51%	56%
Risk-free rate	3.60%	3.90%
Expected dividend yield	0%	0%

Fair Value Measurements - Sch_3

Fair Value Measurements - Schedule Of Reconiliation Of The Financial Instruments Measured At Fair Value Using Level 3 Significant Unobservable Inputs (Details) - Level 3 $ in Thousands	9 Months Ended
	Sep. 30, 2024 USD ($)
Note [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Balance at January 1, 2024	$ 2,868
Accretion of discount	79
Interest paid-in-kind	370
Recognized in Net income	0
Recognized in Other comprehensive loss	247
Balance at June 30, 2024	3,564
Warrant [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Balance at January 1, 2024	4,125
Accretion of discount	0
Interest paid-in-kind	0
Recognized in Net income	(537)
Recognized in Other comprehensive loss	0
Balance at June 30, 2024	$ 3,588

Accrued Expenses and Other Cu_3

Accrued Expenses and Other Current Liabilities - Summary of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
Accrued marketing expense	$ 35,242	$ 39,210
Accrued customer credits	56,394	64,318
Accrued future customer compensation	24,944	33,010
Accrued payroll	9,987	17,381
Accrued operating expenses	15,405	20,828
Other current liabilities	17,809	16,895
Total accrued expenses and other current liabilities	$ 159,781	$ 191,642

Accrued Expenses and Other Cu_4

Accrued Expenses and Other Current Liabilities - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
Customer credits redeemed	$ 2.4	$ 2.6	$ 5.4	$ 7.8
Revenue from breakage	5	7.7	11.5	18.4
Increase and decrease in revenue	$ 1.3	$ 1.5	$ 1.2	$ 0.2

Impairments - Summary of Impair

Impairments - Summary of Impairment Charges (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Acquired Finite-Lived Intangible Assets [Line Items]
Goodwill	$ 946,857	$ 947,359
Property and equipment - net	$ 9,589	$ 10,156

Prepaid Expenses and Other Cu_3

Prepaid Expenses and Other Current Assets - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
Recovery of future customer compensation	$ 19,797	$ 25,750
Prepaid expenses	9,687	8,218
Other current assets	415	93
Total prepaid expenses and other current assets	$ 29,899	$ 34,061

Prepaid Expenses and Other Cu_4

Prepaid Expenses and Other Current Assets - Additional Information (Details) $ in Millions	9 Months Ended
	Sep. 30, 2024 USD ($)
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
Change in recovery of future customer compensation	$ 6

Debt - Summary of Outstanding D

Debt - Summary of Outstanding Debt (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Extinguishment Of Debt [Line Items]
Long-Term Debt	$ 394,013	$ 273,142
Shoko Chukin Bank Loan	0	2,954
Less: unamortized debt issuance costs	(4,333)	(4,577)
Total long-term debt, net of issuance costs	389,680	268,565
Less: current portion	(3,950)	(3,933)
Total long-term Debt, net	385,730	264,632
February 2022 First Lien Loan [Member]
Extinguishment Of Debt [Line Items]
Long-Term Debt	0	270,188
June 2024 First Lien Loan [Member]
Extinguishment Of Debt [Line Items]
Long-Term Debt	$ 394,013	$ 0

Debt - Additional Information (

Debt - Additional Information (Details) - USD ($) $ in Thousands

1 Months Ended

3 Months Ended

9 Months Ended

Jun. 14, 2024

Apr. 04, 2024

Feb. 03, 2022

Oct. 28, 2019

Jun. 30, 2017

Sep. 30, 2024

Sep. 30, 2024

Sep. 30, 2023

Jun. 30, 2024

Dec. 31, 2023

Oct. 18, 2021

Jul. 02, 2018

Line of Credit Facility [Line Items]

Maturity date

Jun. 24, 2026

Amortization payments

$ 718

$ 688

Term loan

$ 385,730

385,730

$ 264,632

June 2017 First Lien Loan

Line of Credit Facility [Line Items]

Long-term Line of Credit

$ 575,000

Proceeds from Revolving Facility

50,000

June 2017 Second Lien-Loan

Line of Credit Facility [Line Items]

Long-term Line of Credit

$ 275,000

185,000

Line of Credit Up-sized

$ 115,000

Debt Instrument, Redemption Period, End Date

Oct. 28, 2019

Repayments of debt

190,700

February 2022 First Lien Loan [Member]

Line of Credit Facility [Line Items]

Long-term Line of Credit

$ 269,500

$ 275,000

$ 395,000

Maturity date

Feb. 03, 2027

June 2024 First Lien Loan [Member]

Line of Credit Facility [Line Items]

Long-term Line of Credit

$ 395,000

Maturity date

Feb. 03, 2029

Amortization payments

1,000

Fees expense

$ 0

1,700

Maximum [Member]

Line of Credit Facility [Line Items]

Term loan

$ 3,100

Revolving Credit Facility | June 2017 Second Lien-Loan

Line of Credit Facility [Line Items]

Long-term Line of Credit

$ 525,000

Revolving Credit Facility | February 2022 First Lien Loan [Member]

Line of Credit Facility [Line Items]

Proceeds from Revolving Facility

$ 100,000

Revolving Credit Facility | June 2024 First Lien Loan [Member]

Line of Credit Facility [Line Items]

Outstanding borrowings

$ 0

WaveDash's Long-Term Debt [Member]

Line of Credit Facility [Line Items]

Term loan

$ 458,300

Debt Interest Rate

1.27%

Moody Investors Service Inc [Member] | June 2024 First Lien Loan [Member]

Line of Credit Facility [Line Items]

Effective interest rate

8.15%

8.15%

Reduced of effective interest rate

2.75%

Merger Transaction

Line of Credit Facility [Line Items]

Loan principal payments

$ 148,200

SOFR Rate

Line of Credit Facility [Line Items]

Effective interest rate

3.25%

SOFR Rate | February 2022 First Lien Loan [Member]

Line of Credit Facility [Line Items]

Floor Rate

0.50%

SOFR Rate | Moody Investors Service Inc [Member]

Line of Credit Facility [Line Items]

Effective interest rate

3%

3%

SOFR Rate | Moody Investors Service Inc [Member] | June 2024 First Lien Loan [Member]

Line of Credit Facility [Line Items]

Floor Rate

0.50%

0.50%

Financial Instruments - Additio

Financial Instruments - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Dollar Ten Exercise Warrants
Schedule Of Available For Sale Securities [Line Items]
Warrant exercise price per share	$ 10		$ 10
Class A Warrants	17,000,000		17,000,000
Hoya Intermediate Warrants
Schedule Of Available For Sale Securities [Line Items]
Stock value issued for exercise of warrants	1,000,000		1,000,000
Warrant exercise price per share	$ 10		$ 10
Fair value of option contingent warrants	$ 4	$ 1.7	$ 5.7	$ 1
Class A Warrants	4,000,000		4,000,000
Horizon Sponsor LLC | Dollar Ten Exercise Warrants
Schedule Of Available For Sale Securities [Line Items]
Warrant exercise price per share	$ 10		$ 10
Option Contingent Warrants | Hoya Intermediate Warrants
Schedule Of Available For Sale Securities [Line Items]
Stock value issued for exercise of warrants	1,000,000		1,000,000
Warrant exercise price per share	$ 15		$ 15
Hoya Topco L L C | Dollar Ten Exercise Warrants
Schedule Of Available For Sale Securities [Line Items]
Warrant exercise price per share	10		10
Hoya Topco L L C | Dollar Fifteen Exercise Warrants
Schedule Of Available For Sale Securities [Line Items]
Warrant exercise price per share	$ 15		$ 15
Hoya Topco L L C | Hoya Intermediate Warrants
Schedule Of Available For Sale Securities [Line Items]
Stock value issued for exercise of warrants	3,000,000		3,000,000
Warrant exercise price per share	$ 15		$ 15
Subsidiaries [Member]
Schedule Of Available For Sale Securities [Line Items]
Warrant Purchased			17,000,000
Subsidiaries [Member] | Dollar Ten Exercise Warrants
Schedule Of Available For Sale Securities [Line Items]
Warrant exercise price per share	$ 10		$ 10
Class A Warrants	2,000,000		2,000,000
Subsidiaries [Member] | Dollar Fifteen Exercise Warrants
Schedule Of Available For Sale Securities [Line Items]
Warrant exercise price per share	$ 15		$ 15
Class A Warrants	2,000,000		2,000,000
Mirror Warrants
Schedule Of Available For Sale Securities [Line Items]
Warrant exercise price per share	$ 11.5		$ 11.5
Class A Warrants	13,286,644		13,286,644
Warrant Purchased			24,652,557
Mirror Warrants | Dollar Ten Exercise Warrants
Schedule Of Available For Sale Securities [Line Items]
Warrant exercise price per share	$ 10		$ 10
Class A Warrants	17,000,000		17,000,000
Mirror Warrants | Dollar Fifteen Exercise Warrants
Schedule Of Available For Sale Securities [Line Items]
Warrant exercise price per share	$ 15		$ 15
Class A Warrants	17,000,000		17,000,000
Mirror Warrants | Horizon Sponsor LLC | Class A Public Warrants
Schedule Of Available For Sale Securities [Line Items]
Class A Warrants	6,766,853		6,766,853
Warrant [Member] | Horizon Sponsor LLC
Schedule Of Available For Sale Securities [Line Items]
Stock value issued for exercise of warrants	5,166,666		5,166,666
Private Warrants
Schedule Of Available For Sale Securities [Line Items]
Class A Warrants	6,519,791		6,519,791
Common Stock | Hoya Topco L L C
Schedule Of Available For Sale Securities [Line Items]
Stock value issued for exercise of warrants	3,000,000		3,000,000
Warrant exercise price per share	$ 10		$ 10
Class A Common Stock | Dollar Fifteen Exercise Warrants
Schedule Of Available For Sale Securities [Line Items]
Warrant exercise price per share	$ 15		$ 15
Class A Warrants	17,000,000		17,000,000
Class A Common Stock | Horizon Sponsor LLC | Dollar Ten Exercise Warrants
Schedule Of Available For Sale Securities [Line Items]
Stock value issued for exercise of warrants	17,000,000		17,000,000
Warrant exercise price per share	$ 10		$ 10
Class A Common Stock | Horizon Sponsor LLC | Dollar Fifteen Exercise Warrants
Schedule Of Available For Sale Securities [Line Items]
Stock value issued for exercise of warrants	17,000,000		17,000,000
Warrant exercise price per share	$ 15		$ 15
Class A Common Stock | Horizon Sponsor LLC | Exercise Warrants
Schedule Of Available For Sale Securities [Line Items]
Class A Warrants	34,000,000		34,000,000
Class A Common Stock | Subsidiaries [Member]
Schedule Of Available For Sale Securities [Line Items]
Warrant Purchased			17,000,000
Class A Common Stock | Subsidiaries [Member] | Dollar Fifteen Exercise Warrants
Schedule Of Available For Sale Securities [Line Items]
Warrant exercise price per share	$ 15		$ 15
Class A Common Stock | Mirror Warrants
Schedule Of Available For Sale Securities [Line Items]
Class A Warrants	47,286,644		47,286,644
Class A Common Stock | Mirror Warrants | Dollar Fifteen Exercise Warrants
Schedule Of Available For Sale Securities [Line Items]
Warrant Purchased			15
Class A Common Stock | Warrant [Member] | Class A Public Warrants
Schedule Of Available For Sale Securities [Line Items]
Warrant exercise price per share	$ 11.5		$ 11.5
Class A Common Stock | Warrant [Member] | Horizon Sponsor LLC
Schedule Of Available For Sale Securities [Line Items]
Stock issued during period, shares			18,132,776
Class A Common Stock | Private Warrants | Horizon Sponsor LLC | Class A Private Warrants [Member]
Schedule Of Available For Sale Securities [Line Items]
Warrant exercise price per share	$ 11.5		$ 11.5
Stock issued during period, shares			6,519,791

Financial Instruments - Summary

Financial Instruments - Summary of Fair Value of Option Contingent Warrants (Details)	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Investments, All Other Investments [Abstract]
Expected volatility	54%	48%
Expected term (years)	7 years 1 month 6 days	7 years 9 months 18 days
Risk-free rate	3.70%	3.90%
Expected dividend yield	0%	0%

Equity - Schedule of Changes in

Equity - Schedule of Changes in Each Component of AOCL, Net of Tax Effect (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2024 USD ($)
Balance at January 1, 2024	$ 747
Recognized in Other comprehensive loss	23
Balance at September 30, 2024	770
Unrealized Gain On Investments [Member]
Balance at January 1, 2024	106
Recognized in Other comprehensive loss	155
Balance at September 30, 2024	261
Foreign Currency Translation Adjustment [Member]
Balance at January 1, 2024	641
Recognized in Other comprehensive loss	(132)
Balance at September 30, 2024	$ 509

Equity (Additional Information)

Equity (Additional Information) (Details) - USD ($) $ in Thousands, shares in Millions	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Feb. 29, 2024	May 25, 2022
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
Repurchase of common stock	$ 22,998	$ 7,612
Share Repurchase Program 2022 [Member] | Subsidiaries [Member]
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
Number of shares authorized to be repurchased	5.3
Share Repurchase Program 2024 [Member]
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
Stock repurchase program for future	$ 77,200
Share Repurchase Program 2024 [Member] | Subsidiaries [Member]
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
Number of shares authorized to be repurchased	4.1
Class A Common Stock | Subsidiaries [Member]
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
Share repurchase program, authorized amount			$ 100,000	$ 40,000
Class A Common Stock | Share Repurchase Program 2022 [Member]
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
Stock repurchased during period	40
Commissions paid	$ 100
Class A Common Stock | Share Repurchase Program 2024 [Member]
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
Commissions paid	300
Repurchase of common stock	$ 22,800

Commitments and Contingencies -

Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Thousands		3 Months Ended	9 Months Ended
	Nov. 01, 2021	Sep. 30, 2024	Sep. 30, 2024	Dec. 31, 2023
Attorney And Administrative Fees			$ 3,300
Long-Term Debt		$ 394,013	394,013	$ 273,142
Company recognized a liability for sales tax		5,400	5,400	3,200
Accrued expenses and other current liabilities [Member]
Accrued liabilities		300	300
State and Local Jurisdiction [Member]
Expense net		500	2,600
Subsidiaries [Member]
Termination date	Nov. 01, 2021
Subsidiaries [Member] | Prepaid Expenses and Other Current Assets [Member]
Claim settlement pool		4,500	4,500
Subsidiaries [Member] | Canada
Accrued liabilities		900	900	900
Sponsorship Loan [Member]
Loans Payable		5,000	5,000
Disbursed Sponsorship Loan		2,000	2,000
Issue Additional Loan Amount		1,500	1,500
Long-Term Debt		1,800	1,800
Imputed Interest Income		100	100
Accrued Liabilities [Member]
Accrued liabilities		$ 0	$ 0	$ 0

Related-Party Transactions - Ad

Related-Party Transactions - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Related Party Transaction [Line Items]
Tax receivable agreement percentage of amount of tax savings			85%
Viral [Member]
Related Party Transaction [Line Items]
Marketing and selling	$ 0.1	$ 0.1	$ 0.3	$ 0.1
Rolling Stone [Member]
Related Party Transaction [Line Items]
Marketing and selling	0	0.2	0	0.7
Los Angeles Dodgers [Member]
Related Party Transaction [Line Items]
Marketing and selling	$ 1	$ 1.1	$ 2.1	$ 1.1

Income Taxes (Additional Inform

Income Taxes (Additional Information) (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Income Taxes
Income tax expense in continuing operations	$ 4.3	$ 2.6	$ 7.1	$ 21.6
State and Federal Net Operating Loss Rate			21%	21%
Tax receivable agreement percentage of amount of tax savings			85%
Tax receivable agreement period due for payments			12 months
Aggregate tax amount saved			$ 165.7
Amount of tax payable under tax receivable agreement			$ 3.5
Tax Receivable Agreement
Income Taxes
Tax receivable agreement period due for payments			15 years

Equity Based Compensation (Addi

Equity Based Compensation (Additional Information) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions		1 Months Ended	3 Months Ended		9 Months Ended		12 Months Ended
	Jun. 14, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Dec. 31, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Weighted average, term					8 years	9 years	9 years	9 years
Outstanding options, granted					0
Unrecognized compensation expense			$ 0.4		$ 0.4
Employees [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Outstanding options, granted						3,603
Capitalized Development Cost [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Equity-based compensation expense			0.2		$ 0.6
Tranche 1 [Member] | Consultants [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Outstanding options, granted						200
Tranche 2 [Member] | Consultants [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Outstanding options, granted						300
Tranche 3 [Member] | Consultants [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Outstanding options, granted						400
RSUs
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Granted					11,116	2,685
Weighted average, term					1 year
Equity-based compensation expense			8.5	$ 3.9	$ 22.4	$ 10.5
RSUs | Directors
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Granted					300	100
Weighted average grant date fair value					$ 5.24	$ 7.68
RSUs | Employees [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Granted					10,800	2,700
Weighted average grant date fair value					$ 5.32	$ 7.21
RSUs | Consultants [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Granted					100	100
Weighted average grant date fair value					$ 3.72	$ 7.98
Employee Stock Option
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Weighted average, term					1 year
Equity-based compensation expense			2.3	2.8	$ 8.1	$ 7.3
Unrecognized compensation expense			9.7		9.7
Employee Stock Option | Employees [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting period		3 years
Weighted average, term		10 years
Stock option exercise price		$ 7.17
Outstanding options, granted		3,600
Weighted average grant date fair value		$ 3.3
Employee Stock Option | Consultants [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting period	3 years
Weighted average, term	7 years
Outstanding options, granted	900
Employee Stock Option | Tranche 1 [Member] | Consultants [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock option exercise price	$ 7.98
Outstanding options, granted	200
Weighted average grant date fair value	$ 3.22
Employee Stock Option | Tranche 2 [Member] | Consultants [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock option exercise price	$ 17
Outstanding options, granted	300
Weighted average grant date fair value	$ 1.87
Employee Stock Option | Tranche 3 [Member] | Consultants [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock option exercise price	$ 23
Outstanding options, granted	400
Weighted average grant date fair value	$ 1.44
Profit Interests [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Equity-based compensation expense			0	1	$ 3.3	3
Profit Interests [Member] | Employees [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Equity-based compensation expense			$ 0	0
Number of units outstanding			0		0
Phantom Units [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Equity-based compensation expense			$ 0	$ 0	$ 5	0
Phantom Units [Member] | Employees [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Equity-based compensation expense					$ 0	$ 0
Number of units outstanding			0		0

Equity-Based Compensation - Sum

Equity-Based Compensation - Summary of Activity for RSUs (Details) - RSUs - $ / shares shares in Thousands	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Beginning Balances	3,866	2,551
Granted	11,116	2,685
Forfeited	(510)	(138)
Vested	(1,818)	(801)
Ending Balances	12,654	4,297
Weighted-Average Grant Date Fair Value Per Share, Beginning Balances	$ 8.35	$ 10.99
Weighted-Average Grant Date Fair Value Per Share, Granted	5.32	7.21
Weighted-Average Grant Date Fair Value Per Share, Forfeited	7.47	9.02
Weighted-Average Grant Date Fair Value Per Share, Vested	8.28	7.65
Weighted-Average Grant Date Fair Value Per Share, Ending Balances	$ 5.73	$ 9.31

Equity Based Compensation - Sum

Equity Based Compensation - Summary of Fair Value Assumptions for Stock Option at the Date of Grant (Details) - Employee Stock Option	Jun. 14, 2023	Mar. 10, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Volatility	42%	42%
Expected term (years)	7 years	5 years 10 months 24 days
Interest rate	4%	3.90%
Dividend yield	0%	0%

Equity-Based Compensation - S_2

Equity-Based Compensation - Summary of Activity for Stock Option (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	9 Months Ended		12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Dec. 31, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Outstanding Options, Beginning Balance	8,807	6,125	6,125
Outstanding Options, Granted	0
Outstanding options exercised	0	0
Outstanding Options, Forfeited	(559)	0
Outstanding Options, Expired	(807)	(58)
Outstanding Options, Ending Balance	7,441	10,570	8,807	6,125
Vested and exercisable	4,387
Weighted Average Exercise Price, Outstanding, Beginning Balance	$ 8.02	$ 12.09	$ 12.09
Weighted Average Exercise Price, Granted	0
Weighted Average Exercise Price, Exercised	0	0
Weighted Average Exercise Price, Forfeited	6.99	0
Weighted Average Exercise Price, Expired	6.88	0
Weighted Average Exercise Price, Outstanding, Ending Balance	8.23	$ 10.89	$ 8.02	$ 12.09
Weighted Average Exercise Price, Vested and exercisable	$ 7.63
Weighted average, term	8 years	9 years	9 years	9 years
Aggregate Intrinsic Value, Outstanding	$ 0	$ 0	$ 0	$ 0
Employees [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Outstanding Options, Granted		3,603
Weighted Average Exercise Price, Granted		$ 7.17
Tranche 1 [Member] | Consultants [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Outstanding Options, Granted		200
Weighted Average Exercise Price, Granted		$ 7.98
Tranche 2 [Member] | Consultants [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Outstanding Options, Granted		300
Weighted Average Exercise Price, Granted		$ 17
Tranche 3 [Member] | Consultants [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Outstanding Options, Granted		400
Weighted Average Exercise Price, Granted		$ 23

Earnings Per Share - Schedule o

Earnings Per Share - Schedule of net loss attributable to redeemable noncontrolling interests (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Net income-Hoya Intermediate	$ 10,630	$ 17,672	$ 23,064	$ 61,674
Hoya Topco's weighted average % allocation of Hoya Intermediate's net income	36.70%	52.90%	36.40%	56.80%
Net income attributable to Hoya Topco's redeemable noncontrolling interests	$ 3,900	$ 9,341	$ 8,405	$ 35,045

Earnings Per Share - Schedule_2

Earnings Per Share - Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Numerator for earnings per share calculation
Net income	$ 10,630	$ 17,672	$ 23,064	$ 61,674
Less: Income (loss) attributable to redeemable noncontrolling interests	3,900	9,341	8,405	35,045
Subsidiaries [Member]
Numerator for earnings per share calculation
Net income	9,196	16,018	18,716	84,616
Less: Income (loss) attributable to redeemable noncontrolling interests	3,900	9,341	8,405	35,045
Net income (loss) attributable to Class A Common Stockholders-diluted	$ 7,282	$ 6,511	$ 10,335	$ 49,405
Denominator for earnings per share calculation
Weighted average Class A common stock outstanding-basic	131,521,578	96,407,327	132,460,381	86,403,617
Weighted average Class A common stock outstanding-diluted	131,954,681	96,862,899	133,140,140	196,307,731
Basic EPS
Effect of dilutive Noncontrolling Interest	0	0	0	109,514,286
Effect of RSUs, Numerator	2	15	8	68
Effect of RSUs, Denominator	433,103	455,572	679,759	389,828
Net income (loss) per Class A common stock-basic	$ 0.04	$ 0.07	$ 0.08	$ 0.57
Diluted EPS
Effect of redeemable noncontrolling interests	0	0	0	33,874
Net income (loss) per Class A common stock-diluted	$ 0.04	$ 0.07	$ 0.08	$ 0.43
Common Class A [Member] | Subsidiaries [Member]
Numerator for earnings per share calculation
Net income (loss) attributable to Class A Common Stockholders-diluted	$ 5,298	$ 6,692	$ 10,319	$ 83,513
Denominator for earnings per share calculation
Weighted average Class A common stock outstanding-basic	131,521,578	96,407,327	132,460,381	86,403,617
Weighted average Class A common stock outstanding-diluted	131,954,681	96,862,899	133,140,140	196,307,731
Basic EPS
Net income (loss) attributable to Class A Common Stockholders-basic	$ 5,296	$ 6,677	$ 10,311	$ 49,571
Net income (loss) per Class A common stock-basic	$ 0.04	$ 0.07	$ 0.08	$ 0.57
Diluted EPS
Net income (loss) per Class A common stock-diluted	$ 0.04	$ 0.07	$ 0.08	$ 0.43

Earnings Per Share - Summary of

Earnings Per Share - Summary of Potentially Dilutive Securities (Details) - Subsidiaries [Member] - shares	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Public Warrants and Private Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Dilutive common equivalent units	13,286,644	13,286,644	13,286,644	13,286,644
Redeemable noncontrolling interests
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Dilutive common equivalent units	76,225,000	99,800,000	76,225,000	0
RSUs
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Dilutive common equivalent units	2,002,430	1,576,861	801,833	857,813
Stock options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Dilutive common equivalent units	7,401,783	10,597,528	7,401,783	10,597,528
Exercise Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Dilutive common equivalent units	34,000,000	34,000,000	34,000,000	34,000,000
Hoya Intermediate Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Dilutive common equivalent units	4,000,000	6,000,000	4,000,000	6,000,000