UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549








FORM
40-F

(Amendment No. 1)








[Check one]



| |  ̈ | REGISTRATION STATEMENT PURSUANT TO
    SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934
| | - | ----------------------------------------------------------------------------------------



OR



| | x | ANNUAL REPORT PURSUANT TO SECTION 13(a)
    OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
| | - | -------------------------------------------------------------------------------------------



For the fiscal year ended December 31,
2021



Commission File Number 001-40469



AcuityAds Holdings
Inc.

(Exact name
of Registrant as specified in its charter)



Ontario, Canada

(Province or other jurisdiction of incorporation
or organization)



7372

(Primary Standard Industrial Classification
Code Number (if applicable))



Not Applicable

(I.R.S. Employer Identification Number (if
applicable))



|70 University Ave., Suite 1200
    Toronto, Ontario, Canada
    M5J 2M4
|-----------------------------------------------------------------------



(416) 218-9888

(Address and telephone number of Registrant’s
principal executive offices)



CT Corporation System

28 Liberty St.

New York, NY 10005

(212) 894-8940

(Name, address (including zip code) and telephone
number (including area code)
of agent for service in the United States)



Securities registered or to be registered pursuant
to Section 12(b) of the Act:



|Title
    of each class | Trading
    Symbol(s) | Name
                                            of each exchange on which
                                                                                registered
|----------------------- | --------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Common
    Shares       | ATY                   | The
    Nasdaq Stock Market LLC                                                                                                                                      





Securities registered or to be registered pursuant
to Section 12(g) of the Act:



Not Applicable

(Title of Class)



Securities for which there is a reporting obligation
pursuant to Section 15(d) of the Act:



Not Applicable

(Title of Class)



For annual reports, indicate by check mark
the information filed with this Form:



|xAnnual information form |  | xAudited annual financial statements
|------------------------ |  | ------------------------------------



Indicate the number of outstanding shares of
each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.



60,733,803 Common Shares outstanding as
of December 31, 2021



Indicate by check mark whether the registrant (1) has
filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such
shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the
past 90 days.



xYes
 ̈No



Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405
of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was
required to submit such files).



 ̈Yes
 ̈No



Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.



xEmerging
growth company



If an emerging growth company
that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use
the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of
the Exchange Act.  ̈



† The term “new or revised financial
accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification
after April 5, 2012.



Indicate by check mark whether the registrant
has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial
reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that
prepared or issued its audit report.  ̈




















explanatory
note



AcuityAds Holdings Inc. (the
 “Registrant”) is filing this Amendment No. 1 to Form 40-F (the “Form 40-F/A”) for the year
ended December 31, 2021 to include in Exhibit 99.2 the Report of the Registrant’s Independent Registered Public
Accounting Firm, PricewaterhouseCoopers LLP (PCAOB ID 271), which was inadvertently omitted from the Form 40-F, as filed with
the Securities and Exchange Commission on March 10, 2022. Additionally, this Form 40-F/A also contains the certifications
required by Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended (the
 “Exchange Act”), and Rule 13a-14(b) or Rule 15d-14(b) under the Exchange Act, as well as the consent
of the Independent Registered Accounting Firm.



No other changes have been made to the Form 40-F
other than as described above. This Form 40-F/A does not reflect subsequent events occurring after the original date of the Form 40-F,
or modify or update in any way disclosures made in the Form 40-F.





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SIGNATURES



Pursuant to the requirements
of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this
annual report to be signed on its behalf by the undersigned, thereto duly authorized.



| | ACUITYADS HOLDINGS INC.
| | -----------------------
| | By:                    
| | Name:
    Title:       



Date: March 10, 2022





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EXHIBIT INDEX



|Exhibit Number | Description                                                                                                                                  
|-------------- | ---------------------------------------------------------------------------------------------------------------------------------------------
|               |                                                                                                                                              
|99.1*          | Annual Information Form for the year ended December 31, 2021                                                                                 
|               |                                                                                                                                              
|99.2           | Audited Consolidated Financial Statements for the years ended December 31, 2021 and 2020                                                     
|               |                                                                                                                                              
|99.3*          | Management’s Discussion and Analysis of Financial Condition and Results of Operations for the three and twelve months ended December 31, 2021
|               |                                                                                                                                              
|99.4           | Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm                                                         
|               |                                                                                                                                              
|99.5           | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                           
|               |                                                                                                                                              
|99.6           | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                           
|               |                                                                                                                                              
|99.7           | Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                                                     
|               |                                                                                                                                              
|101            | Interactive Data File (formatted as Inline XBRL)**                                                                                           



* Previously filed



** To be filed by amendment





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