0001628280-24-023235 | 10-Q | XBRL Viewer

STOCK BASED COMPENSATION (Tables)

3 Months Ended

Mar. 31, 2024

Share-Based Payment Arrangement [Abstract]

The following table summarizes information on stock options outstanding as of March 31, 2024 under the Legacy Incentive Plan:


	Options Outstanding			Options Vested and Exercisable
	Number of Options	Weighted Average Exercise Price (Per Share)		Number of Options	Weighted Average Remaining Contractual Life (Years)	Weighted Average Exercise Price (Per Share)
Outstanding Balance, January 1, 2024	2,271,894	$	0.57	2,244,102	4.81	$	0.56
Options granted	—
Options exercised	—	$	—
Options forfeited	(2,964)	$	1.26
Options cancelled	—	$	—
Outstanding Balance, March 31, 2024	2,268,930	$	0.57	2,255,034	4.57	$	0.57

Schedule of Restricted Stock Units Outstanding

The following table summarizes information on Restricted Stock Units outstanding as of March 31, 2024 under the 2022 Incentive Plan:


	Restricted Stock Units Outstanding
	Number of RSUs	Weighted Average Fair Value (Per Share)		Weighted Average Vesting (Years)
Outstanding Balance, December 31, 2022	725,000	$	1.97	2.5
RSUs granted	1,989,000	0.56
RSUs forfeited	(276,836)	1.28
RSUs vested and common stock issued	(225,655)	$	1.97
Outstanding Balance, December 31, 2023	2,211,509	$	0.80
RSUs forfeited	(50,000)	0.80
Outstanding Balance, March 31, 2024	2,161,509	$	0.79	1.9

RELATED PARTY TRANSACTIONS (Details) - USD ($)		3 Months Ended
RELATED PARTY TRANSACTIONS (Details) - USD ($)	Jan. 23, 2024	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Related Party Transaction [Line Items]
Technology and software development		$ 1,666,000	$ 2,300,000
8% Secured Convertible Notes, due January 23, 2026 \| Convertible Debt
Related Party Transaction [Line Items]
Aggregate principal amount	$ 6,400,000
Interest rate (as percent)	8.00%
12% Secured Term Notes, due January 23, 2026 \| Secured Debt
Related Party Transaction [Line Items]
Aggregate principal amount	$ 1,600,000
Interest rate (as percent)	12.00%
Majority Shareholder
Related Party Transaction [Line Items]
Technology and software development		2,000	$ 4,000
Accounts payable		2,000		$ 2,000
Related Party
Related Party Transaction [Line Items]
Accounts payable		$ 0		$ 540,000
Related Party \| 8% Secured Convertible Notes, due January 23, 2026 \| Convertible Debt
Related Party Transaction [Line Items]
Aggregate principal amount	$ 6,400,000
Interest rate (as percent)	8.00%
Related Party \| 12% Secured Term Notes, due January 23, 2026 \| Secured Debt
Related Party Transaction [Line Items]
Aggregate principal amount	$ 1,600,000
Interest rate (as percent)	12.00%
Mr. Sykes, CFO \| 8% Secured Convertible Notes, due January 23, 2026 \| Convertible Debt
Related Party Transaction [Line Items]
Interest rate (as percent)	8.00%
Purchases from related party	$ 25,000
Mr. Sykes, CFO \| 12% Secured Term Notes, due January 23, 2026 \| Secured Debt
Related Party Transaction [Line Items]
Interest rate (as percent)	12.00%
Purchases from related party	$ 6,250
Mr. Harris, CEO \| 8% Secured Convertible Notes, due January 23, 2026 \| Convertible Debt
Related Party Transaction [Line Items]
Interest rate (as percent)	8.00%
Purchases from related party	$ 320,000
Mr. Harris, CEO \| 12% Secured Term Notes, due January 23, 2026 \| Secured Debt
Related Party Transaction [Line Items]
Interest rate (as percent)	12.00%
Purchases from related party	$ 80,000
Director \| 8% Secured Convertible Notes, due January 23, 2026 \| Convertible Debt
Related Party Transaction [Line Items]
Interest rate (as percent)	8.00%
Purchases from related party	$ 1,300,000
Director \| 12% Secured Term Notes, due January 23, 2026 \| Secured Debt
Related Party Transaction [Line Items]
Interest rate (as percent)	12.00%
Purchases from related party	$ 5,200,000

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	3 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	Mar. 31, 2024
Accounting Policies [Abstract]
Principles of Consolidation	The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.
Basis of Presentation	The financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).
Foreign Currency	Foreign Currency We translate the condensed consolidated financial statements of our foreign subsidiaries, which have a functional currency in the respective country’s local currency, to U.S. dollars using month-end exchange rates for assets and liabilities and actual exchange rates for revenue, costs and expenses on the date of the transaction.
Use of Estimates	Use of Estimates The preparation of financial statements and related disclosures in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the period reported. Certain accounting policies involve a “critical accounting estimate” because they are particularly dependent on estimates and assumptions made by management about matters that are highly uncertain at the time the accounting estimates are made. In addition, while we have used our best estimates based on facts and circumstances available to us at the time, different acceptable assumptions would yield different results. Changes in the accounting estimates are reasonably likely to occur from period to period, which may have a material impact on the presentation of our financial condition and results of operations. We review these estimates and assumptions periodically and reflect the effects of revisions in the period that they are determined to be necessary. We believe that the assumptions and estimates associated with income taxes, equity-based compensation (including issuance of common stock for services rendered), and allowance for credit losses have the greatest potential impact on our consolidated financial statements. Therefore, we consider the policies related to these financial areas to be our critical accounting policies. Future events and their effects cannot be predicted with certainty; accordingly, accounting estimates require the exercise of judgment. Accounting estimates used in the preparation of these financial statements change as new events occur, as more experience is acquired, as additional information is obtained, and as the operating environment changes. Actual results may differ materially from these estimates.
Segments	Segments The Company manages its business as a single operating segment. Our chief operating decision maker reviews financial information presented for the purposes of allocating resources and evaluating financial performance at an entity level and we have no segment managers who are held accountable by the chief operating decision maker for operations and operating results. The products and services across the Company are similar in nature, distributed in a comparable manner and have customers with common characteristics. We determined that we have one operating and reportable segment in accordance with Accounting Standards Codification (“ASC”) 280, Segment Reporting.
Fair Value of Financial Instruments	Fair Value of Financial Instruments Our financial assets, which include cash equivalents, current financial assets and our current financial liabilities have fair values that approximate their carrying value due to their short-term maturities. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Valuation is based on unadjusted quoted prices in active markets for identical assets and liabilities that are accessible at the reporting date. Because valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these products does not entail a significant degree of judgment. Level 2: Valuation is determined from pricing inputs that are other than quoted prices in active markets that are either directly or indirectly observable as of the reporting date. Observable inputs include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, and interest rates and yield curves that are observable at commonly quoted intervals. Level 3: Valuation is based on inputs that are both significant to the fair value measurement and unobservable. Level 3 inputs include situations where there is little, if any, market activity for the financial instrument. The inputs into the determination of fair value generally require significant management judgment or estimation.
Concentrations of Credit Risk	Concentrations of Credit Risk Financial instruments that potentially subject us to concentration of credit risk consist principally of cash and cash equivalents and accounts receivable. We place our cash and cash equivalents with high credit-quality financial institutions. Such deposits may be in excess of federally insured limits. To date, we have not experienced any losses on our cash and cash equivalents. We perform periodic evaluations of the relative credit standing of the financial institutions. We perform ongoing credit evaluations of our customers’ financial condition and require no collateral from our customers. We maintain a credit loss reserve for expected credit losses based upon the expected collectability of accounts receivable balances. See Effective Accounting Pronouncements within this Note below for further information.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less, when acquired, to be cash equivalents. The Company maintains its cash with three commercial banks.
Allowance for Credit Losses	The Corporation's reserve methodology used to determine the appropriate level of the allowance for credit losses ("ACL") is a critical accounting estimate. The ACL is maintained at a level believed to be appropriate to provide for the current credit losses expected to be incurred related to the Company’s accounts and unbilled receivables at the balance sheet date. The evaluation of expected losses is based on the probability of default using historical loss rates, as well as adjustments for forward-looking information, including industry and macroeconomic forecasts, as required. Management's current methodology includes utilizing a historical loss rate equivalent to the average loss rate during the preceding forty-eight months and applying this rate to accounts and unbilled receivables at the date of recording. This rate as well as the various quantitative and qualitative factors used in the methodologies are reviewed quarterly.
Net Loss Per Share	Basic net income (loss) per share is computed by dividing the net income (loss) by the weighted-average number of shares of common stock outstanding during the period on a basic and diluted basis.

CONVERTIBLE NOTE RECEIVABLE (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Apr. 30, 2022
Financing Receivable, Allowance for Credit Loss [Line Items]
Convertible note receivable				$ 250
Note receivable, interest rate (as percent)				5.00%
Convertible debt			$ 0
Interest income	$ 4	$ 10
Convertible Note Receivable, Accrued Interest
Financing Receivable, Allowance for Credit Loss [Line Items]
Impairment loss			272
Interest income			$ 22

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Mar. 31, 2024	Mar. 31, 2023
Pay vs Performance Disclosure
Net income (loss)	$ 417	$ (2,262)

- Definition

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

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+ Details

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	3 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	Mar. 31, 2024
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation and Basis of Presentation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. The financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The unaudited condensed consolidated financial statements have been prepared in conformity with the rules and regulations of the SEC for Quarterly Reports on Form 10-Q and therefore do not include certain information, accounting policies, and footnote disclosure information or footnotes necessary for a complete presentation of financial position, results of operations and cash flows in conformity with generally accepted accounting principles. However, all adjustments (consisting of normal recurring accruals), which, in the opinion of management, are necessary for a fair presentation of the financial statements, have been included. Operating results for the three months ended March 31, 2024 are not necessarily indicative of the results that may be expected for future periods or for the year ending December 31, 2024. The financial data presented herein should be read in conjunction with the audited consolidated financial statements and accompanying notes as of and for the year ended December 31, 2023, as reported in the 2023 Annual Report on Form 10-K. Going Concern and Liquidity Historically, the Company has incurred losses, which has resulted in an accumulated deficit of approximately $36.1 million as of March 31, 2024. Cash flows used in operating activities were $1.9 million for the three months ended March 31, 2024. As of March 31, 2024, the Company had a working capital deficit of approximately $1.4 million, inclusive of $1.7 million in cash and cash equivalents to cover overhead expenses. The Company’s ability to continue as a going concern is dependent on its ability to meet its liquidity needs through a combination of factors but not limited to, cash and cash equivalents, increase in revenue through increased usage by customers and new customers and strategic capital raises. The ultimate success of these plans is not guaranteed. Based on management projections and cash on hand, we estimate that our liquidity and cash resources are sufficient for our current and projected financial needs for the next twelve months, at a minimum. The accompanying condensed consolidated financial statements are prepared on a going concern basis and do not include any adjustments that might result from uncertainty about the Company’s ability to continue as a going concern. Foreign Currency We translate the condensed consolidated financial statements of our foreign subsidiaries, which have a functional currency in the respective country’s local currency, to U.S. dollars using month-end exchange rates for assets and liabilities and actual exchange rates for revenue, costs and expenses on the date of the transaction. Use of Estimates The preparation of financial statements and related disclosures in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the period reported. Certain accounting policies involve a “critical accounting estimate” because they are particularly dependent on estimates and assumptions made by management about matters that are highly uncertain at the time the accounting estimates are made. In addition, while we have used our best estimates based on facts and circumstances available to us at the time, different acceptable assumptions would yield different results. Changes in the accounting estimates are reasonably likely to occur from period to period, which may have a material impact on the presentation of our financial condition and results of operations. We review these estimates and assumptions periodically and reflect the effects of revisions in the period that they are determined to be necessary. We believe that the assumptions and estimates associated with income taxes, equity-based compensation (including issuance of common stock for services rendered), and allowance for credit losses have the greatest potential impact on our consolidated financial statements. Therefore, we consider the policies related to these financial areas to be our critical accounting policies. Future events and their effects cannot be predicted with certainty; accordingly, accounting estimates require the exercise of judgment. Accounting estimates used in the preparation of these financial statements change as new events occur, as more experience is acquired, as additional information is obtained, and as the operating environment changes. Actual results may differ materially from these estimates. Segments The Company manages its business as a single operating segment. Our chief operating decision maker reviews financial information presented for the purposes of allocating resources and evaluating financial performance at an entity level and we have no segment managers who are held accountable by the chief operating decision maker for operations and operating results. The products and services across the Company are similar in nature, distributed in a comparable manner and have customers with common characteristics. We determined that we have one operating and reportable segment in accordance with Accounting Standards Codification (“ASC”) 280, Segment Reporting. Fair Value of Financial Instruments Our financial assets, which include cash equivalents, current financial assets and our current financial liabilities have fair values that approximate their carrying value due to their short-term maturities. Concentrations of Credit Risk Financial instruments that potentially subject us to concentration of credit risk consist principally of cash and cash equivalents and accounts receivable. We place our cash and cash equivalents with high credit-quality financial institutions. Such deposits may be in excess of federally insured limits. To date, we have not experienced any losses on our cash and cash equivalents. We perform periodic evaluations of the relative credit standing of the financial institutions. We perform ongoing credit evaluations of our customers’ financial condition and require no collateral from our customers. We maintain a credit loss reserve for expected credit losses based upon the expected collectability of accounts receivable balances. See Effective Accounting Pronouncements within this Note below for further information. We had one customer representing 14% of our total revenues for the three months ended March 31, 2024 and the same customer represented more than 12% of total revenues for the three months ended March 31, 2023. At March 31, 2024, we had two customers representing 23% of accounts receivable and the same two customers represented 30% of accounts receivable at December 31, 2023. We had one vendor representing 60% of cost of goods sold for the three months ended March 31, 2024 and the same vendor represented 75% of cost of goods sold for the three month period ended March 31, 2023. We had one vendor representing 26% of accounts payable as of March 31, 2024. At December 31, 2023, two vendors represented 30% of accounts payable. Deferred Financing Costs On January 23, 2024, the Company issued $6.4 million aggregate principal amount of 8% Secured Convertible Notes and $1.6 million aggregate principal amount of 12% Secured Term Notes. See Note 9. The expenses directly related to issuance of this debt, including investment bank advisory fees, legal fees and other advisory fees, have been deferred and will be expensed over the two year term of the debt up to January 2026. Cash and Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less, when acquired, to be cash equivalents. The Company maintains its cash with three commercial banks. As of March 31, 2024, the Company exceeded the federally insured limits of $250,000 for interest and non-interest bearing deposits. The Company had cash balances with a single financial institution in excess of the FDIC insured limits by amounts of $1.3 million as of March 31, 2024. We monitor the financial condition of such institution and have not experienced any losses associated with these accounts. Allowance for Credit Losses The Corporation's reserve methodology used to determine the appropriate level of the allowance for credit losses ("ACL") is a critical accounting estimate. The ACL is maintained at a level believed to be appropriate to provide for the current credit losses expected to be incurred related to the Company’s accounts and unbilled receivables at the balance sheet date. The evaluation of expected losses is based on the probability of default using historical loss rates, as well as adjustments for forward-looking information, including industry and macroeconomic forecasts, as required. Management's current methodology includes utilizing a historical loss rate equivalent to the average loss rate during the preceding forty-eight months and applying this rate to accounts and unbilled receivables at the date of recording. This rate as well as the various quantitative and qualitative factors used in the methodologies are reviewed quarterly.

FAIR VALUE MEASUREMENTS (Tables)

3 Months Ended

Mar. 31, 2024

Fair Value Disclosures [Abstract]

Schedule of Fair Value, Liabilities Measured on Recurring Basis

The balances of the Company’s liabilities measured at fair value on a recurring basis as of March 31, 2024, are as follows (in thousands):


	Level 1		Level 2		Level 3		Total Fair Value
Liabilities:
Public warrants	6		—		—		6
	$	6	$	—	$	—	$	6

The balances of the Company’s liabilities measured at fair value on a recurring basis as of December 31, 2023, are as follows (in thousands):


	Level 1		Level 2		Level 3		Total Fair Value
Liabilities:
Public warrants	3		—		—		3
	$	3	$	—	$	—	$	3

Schedule of Changes in Fair Value

The following tables provides a roll-forward in the changes in fair value in the public warrants for the three months ended March 31, 2024 (in thousands):


Warrants
Balance, January 1, 2024	$	3
Change in fair value	3
Balance, March 31, 2024	$	6
Changes in fair value included in earnings for the period relating to liabilities held at March 31, 2024	$	3

ACCOUNTS RECEIVABLE

3 Months Ended

Mar. 31, 2024

Receivables [Abstract]

ACCOUNTS RECEIVABLE

Accounts receivable, net consisted of the following (in thousands):


	March 31,		December 31,
	2024		2023
	(unaudited)		(audited)
Accounts receivable	$	4,005	$	3,690
Unbilled receivables	854		853
Total receivables	4,859		4,543
Less allowance for doubtful accounts	(1,648)		(1,595)
Accounts receivable, net	$	3,211	$	2,948

Bad debt expense was $87,000 and $169,000 for the three months ended March 31, 2024 and 2023, respectively, and is included in general and administrative expenses.

The following table details the activity related to the Company’s allowance for credit losses for the quarter ending March 31, 2024 (in thousands).


	Allowance for credit losses
Outstanding Balance, December 31, 2023	$	1,595
Current-period provision (release) for expected credit losses	53
Write-offs charged against the allowance, net of recoveries and other	—
Outstanding Balance, March 31, 2024	$	1,648

NET INCOME (LOSS) PER SHARE - Narrative (Details) - shares	Mar. 31, 2024	Dec. 31, 2023	Mar. 31, 2023
Earnings Per Share [Abstract]
Common stock, shares, issued (in shares)	45,594,864	45,339,762	26,940,841
Common stock, shares, outstanding (in shares)	45,594,864	45,339,762	26,940,841

STOCK BASED COMPENSATION - Narrative (Details) - USD ($) $ in Thousands		3 Months Ended		12 Months Ended
	Jan. 01, 2024	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Jun. 13, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Common stock, capital shares reserved for future issuance (in shares)		1,525,175
Percentage of amount of shares of common stock		5.00%
Exercise of stock options (in shares)		0
Options vested and exercisable (in shares)		2,255,034		2,244,102
Options outstanding and exercisable, intrinsic value		$ 0
Cost not yet recognized		$ 17
Options
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Recognition period (in years)		3 months
Restricted Stock Units (RSUs)
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Cost not yet recognized		$ 1,100
Restricted Stock \| Tranche One
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Award vesting rights percentage		33.00%
Restricted Stock \| Tranche Two
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Award vesting rights percentage		33.00%
Restricted Stock \| Tranche Three
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Award vesting rights percentage		33.00%
2022 Long-Term Incentive Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Percentage of amount of shares of common stock				5.00%
Issuance of common stock (in shares)					1,332,986
Additional shares authorized (in shares)	2,266,988
Common stock, authorized for issuance (in shares)		5,125,149
Legacy Incentive Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-based compensation expense		$ 17	$ 30
2023 Incentive Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-based compensation expense		$ 178	$ 132

NET INCOME (LOSS) PER SHARE - Schedule of Reconciliation of Actual Basic and Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Numerator:
Net income (loss) for basic net income (loss) calculation	$ 417	$ (2,262)
Effect of dilutive securities:
Interest expense on Convertible Notes	85	0
Net income (loss) for diluted net income (loss) calculation	$ 502	$ (2,262)
Denominator
Denominator for basic net income (loss) per share, weighted average (in shares)	45,432,272	26,803,839
Effect of dilutive securities:
Convertible notes stock conversion, weighted average as converted (in shares)	31,882,784	0
Denominator for diluted net income per share (in shares)	77,315,056	26,803,839
Net income (loss) per common share, basic (in dollars per share)	$ 0.01	$ (0.08)
Net income (loss) per common share, diluted (in dollars per share)	$ 0.01	$ (0.08)

BENEFIT PLAN	3 Months Ended
BENEFIT PLAN	Mar. 31, 2024
Postemployment Benefits [Abstract]
BENEFIT PLAN	BENEFIT PLAN The Company maintains a safe harbor 401(k) retirement plan for the benefit of its employees. The plan allows participants to make contributions subject to certain limitations. Company matching contributions were $96,000 and $158,000 for the three months ended March 31, 2024 and 2023, respectively.

- Definition

The entire disclosure for retirement benefits.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 70
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480794/715-70-50-1

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 715
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 17
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480482/715-20-55-17

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)(iv)(03)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480506/715-20-50-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)(i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480506/715-20-50-1

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (q)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480506/715-20-50-1

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (l)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480506/715-20-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//715/tableOfContent

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)(iii)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480506/715-20-50-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (o)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480506/715-20-50-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (p)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480506/715-20-50-1

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (r)(1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480506/715-20-50-1

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (r)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480506/715-20-50-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 20
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480126/715-20-S99-2

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 60
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480266/715-60-50-3

+ Details

PROPERTY AND EQUIPMENT - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Property, Plant and Equipment [Abstract]
Property and equipment, useful life (in years)	3 years
Depreciation and amortization	$ 54	$ 66

PROPERTY AND EQUIPMENT - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Property, Plant and Equipment [Line Items]
Total cost	$ 1,107	$ 1,048
Less accumulated depreciation and amortization	(782)	(728)
Property and equipment, net	325	320
Computer equipment
Property, Plant and Equipment [Line Items]
Total cost	448	416
Furniture & fixtures
Property, Plant and Equipment [Line Items]
Total cost	176	149
Data warehouse
Property, Plant and Equipment [Line Items]
Total cost	286	286
Software
Property, Plant and Equipment [Line Items]
Total cost	$ 197	$ 197

STOCK BASED COMPENSATION - Schedule of Restricted Stock Units Outstanding (Details) - Restricted Stock Units Outstanding - $ / shares	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Number of RSUs
Outstanding beginning balance (in shares)	2,211,509	725,000
RSUs granted (in shares)		1,989,000
RSUs forfeited (in shares	(50,000)	(276,836)
RSUs vested and common stock issued (in shares)		(225,655)
Outstanding ending balance (in shares)	2,161,509	2,211,509	725,000
Weighted Average Fair Value (Per Share)
Outstanding beginning balance (in dollars per share)	$ 0.80	$ 1.97
RSUs granted (in dollars per share)		0.56
RSUs forfeited (in dollars per share)	0.80	1.28
RSUs vested and common stock issued (in dollars per share)		1.97
Outstanding ending balance (in dollars per share)	$ 0.79	$ 0.80	$ 1.97
Weighted Average Vesting (Years)	1 year 10 months 24 days		2 years 6 months

LEASES - Schedule of Lease Cost and Other Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Leases [Abstract]
Operating lease cost	$ 160	$ 133
Operating cash flows paid to operating leases	31	126
Right-of-use assets in exchange for new operating lease liabilities	$ 2,781	$ 0
Weighted-average remaining lease term — operating leases (months)	89 months 27 days	17 months 27 days
Weighted-average discount rate — operating leases	9.05%	5.67%

ACCRUED EXPENSES AND OTHER LIABILITIES

3 Months Ended

Mar. 31, 2024

Payables and Accruals [Abstract]

ACCRUED EXPENSES AND OTHER LIABILITIES

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


	March 31,		December 31,
	2024		2023
	(unaudited)		(audited)
Accrued wages, commission and bonus	$	270	$	393
Accrued professional fees	95		176
Deferred financial advisory fees	1,000		1,000
Other liabilities	402		382


	$	1,767	$	1,951

DESCRIPTION OF BUSINESS (Details)	Mar. 31, 2024 subsidiary
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Number of subsidiaries	1

NET INCOME (LOSS) PER SHARE - Schedule of Antidilutive Securities Excluded from Computation of Net Loss Per Share (Details) - shares	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Shares unvested and subject to exercise of stock options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities (in shares)	13,896	120,431
Shares subject to outstanding common stock options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities (in shares)	2,255,034	2,945,020
Shares subject to convertible notes stock conversion
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities (in shares)	0	695,261
Shares subject to warrants stock conversion
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities (in shares)	16,000,000	16,586,980
Shares subject to contingent earn out
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities (in shares)	10,500,000	10,500,000
Restricted Stock Units (RSUs)
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities (in shares)	2,161,509	1,314,000

WARRANT LIABILITIES (Details) - USD ($)	3 Months Ended
WARRANT LIABILITIES (Details) - USD ($)	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Jun. 14, 2022	Jun. 13, 2022
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Derivative liability, noncurrent	$ 6,000		$ 3,000
Change in fair value of warrants	(3,000)	$ (153,000)
Estimate of Fair Value Measurement
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Derivative liability, noncurrent	$ 6,400		$ 3,200
Redeemable Warrants \| Class A common stock
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Warrants outstanding (in shares)					10,000,000
Exercise price of warrants (in dollars per share)					$ 11.50
Warrants and rights outstanding				$ 6,000,000	$ 10,000,000
Number of shares issuable per each warrant (in shares)				1
Private Placement Warrant
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Warrants outstanding (in shares)				6,000,000
Exercise price of warrants (in dollars per share)					$ 11.50

CONTRACT ASSETS AND LIABILITIES - Contract Assets (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Revenue from Contract with Customer [Abstract]
Deferred sales commissions	$ 255	$ 273

REVENUE RECOGNITION - Narrative (Details)	3 Months Ended
REVENUE RECOGNITION - Narrative (Details)	Mar. 31, 2024	Mar. 31, 2023
Geographic Concentration Risk \| Revenue from Contract with Customer Benchmark \| United States
Disaggregation of Revenue [Line Items]
Concentration risk, percentage	98.00%	97.00%

- Definition

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

+ References + Details

ACCOUNTS RECEIVABLE - Schedule of Accounts Receivable (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Receivables [Abstract]
Accounts receivable	$ 4,005	$ 3,690
Unbilled receivables	854	853
Total receivables	4,859	4,543
Less allowance for doubtful accounts	(1,648)	(1,595)
Accounts receivable, net	$ 3,211	$ 2,948

ACCOUNTS RECEIVABLE (Tables)

3 Months Ended

Mar. 31, 2024

Receivables [Abstract]

Schedule of Accounts Receivable

Accounts receivable, net consisted of the following (in thousands):


	March 31,		December 31,
	2024		2023
	(unaudited)		(audited)
Accounts receivable	$	4,005	$	3,690
Unbilled receivables	854		853
Total receivables	4,859		4,543
Less allowance for doubtful accounts	(1,648)		(1,595)
Accounts receivable, net	$	3,211	$	2,948

Schedule of Allowance for Credit Loss

The following table details the activity related to the Company’s allowance for credit losses for the quarter ending March 31, 2024 (in thousands).


	Allowance for credit losses
Outstanding Balance, December 31, 2023	$	1,595
Current-period provision (release) for expected credit losses	53
Write-offs charged against the allowance, net of recoveries and other	—
Outstanding Balance, March 31, 2024	$	1,648

RELATED PARTY TRANSACTIONS	3 Months Ended
RELATED PARTY TRANSACTIONS	Mar. 31, 2024
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	RELATED PARTY TRANSACTIONS The Company incurred software development and information technology related costs to a vendor related through common ownership to a major stockholder of approximately $2,000 for the three months ended March 31, 2024, and $4,000 for the three months ended March 31, 2023, respectively, and the related expense is recorded to technology and software development costs on the condensed consolidated statement of operations. Amounts due to this related party were $2,000 and $2,000 at March 31, 2024 and December 31, 2023, respectively. The $540,000 related party payable at December 31, 2023, was repaid in January 2024, following completion of the issuance of $6.4 million aggregate principal amount of 8% Secured Convertible Notes and $1.6 million aggregate principal amount of 12% Secured Term Notes. Jeffrey Harris, CEO, and Paul Sykes, CFO, both participated in the debt financing transaction completed on January 23, 2024. Jeffrey Harris purchased $320,000 8% Secured Convertible Notes, due 2026, and $80,000 12% Secured Term Notes, due 2026. Paul Sykes purchased $25,000 8% Secured Convertible Notes, due 2026, and $6,250 12% Secured Term Notes, due 2026. There are two members of the board of directors at March 31, 2024, who are related parties to investors in the debt financing transaction completed on January 23, 2024. In aggregate these investors purchased $5.2 million 12% Secured Convertible Notes and $1.3 million 8% Secured Term Notes.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-6

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

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

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(g)(3))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(c))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(e))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//850/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-6

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

+ Details

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Cash flows from operating activities:
Net income (loss)	$ 417	$ (2,262)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Gain on note repurchase	(1,573)	0
Non-cash interest expense	108	0
Depreciation and amortization	54	66
Discount amortization on convertible note	0	259
Amortization of debt financing costs	116	0
Stock-based compensation	195	162
Bad debt expense	87	169
Accrued interest on convertible notes	117	22
Amortization of operating lease right of use assets	90	123
Change in fair value of warrants	3	153
Changes in operating assets and liabilities:
Accounts receivable	(351)	(448)
Prepaid expenses and other current assets	305	474
Contract assets	18	10
Accounts payable and other liabilities	(1,505)	363
Deferred payroll tax credits	0	1,442
Operating lease liabilities	39	(126)
Deferred revenue	2	(28)
Net cash provided by (used in) operating activities	(1,878)	379
Cash flows from investing activities:
Purchase of convertible note	0	(3)
Purchases of property and equipment	(59)	(9)
Net cash used in investing activities	(59)	(12)
Cash flows from financing activities:
Proceeds from issuance of convertible notes	6,400	0
Repayment of convertible notes	(2,895)	(1,457)
Proceeds from issuance of term notes	1,600	0
Repayment of short-term cash advance	(730)	0
Repayment of related party payable	(540)	0
Cost of convertible and term note issuance	(561)	0
Proceeds from exercise of stock options	0	113
Net cash provided by (used in) financing activities	3,274	(1,344)
Net increase (decrease) in cash and cash equivalents	1,337	(977)
Cash and cash equivalents at beginning of period	331	3,546
Cash and cash equivalents at end of period	1,668	2,569
Supplemental cash flows disclosures
Interest paid	589	132
Common stock issued for services rendered relating to debt financing	37	0
Accrued cost of debt issuance	319	0
Obtaining a right-of-use asset in exchange for a lease liability	$ 2,781	$ 0

REVENUE RECOGNITION - Schedule of Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Disaggregation of Revenue [Line Items]
Total revenue	$ 6,474	$ 7,157
Brand revenue
Disaggregation of Revenue [Line Items]
Total revenue	59	295
Brand revenue \| United States
Disaggregation of Revenue [Line Items]
Total revenue	59	294
Brand revenue \| Canada
Disaggregation of Revenue [Line Items]
Total revenue	0	1
Retail revenue
Disaggregation of Revenue [Line Items]
Total revenue	6,415	6,862
Retail revenue \| United States
Disaggregation of Revenue [Line Items]
Total revenue	6,273	6,663
Retail revenue \| Canada
Disaggregation of Revenue [Line Items]
Total revenue	$ 142	$ 199

- Definition

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

+ References + Details

- Definition

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

+ References

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

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

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

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

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

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

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 40
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-40

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

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

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

+ Details

LONG-TERM DEBT

3 Months Ended

Mar. 31, 2024

Debt Disclosure [Abstract]

LONG-TERM DEBT

The table below presents the components of outstanding debt (in thousands):


	March 31,		December 31,
	2024		2023
	(unaudited)		(audited)
12% Secured Term Notes, due January 23, 2026	$	1,600	$	—
8% Secured Convertible Notes, due January 23, 2026	6,400		—
	$	8,000	$	—
Less: Deferred financing fees, net	(802)		—
	$	7,198	$	—

On January 23, 2024, the Company issued $1.6 million aggregate principal amount of 12% Secured Term Notes and $6.4 million aggregate principal amount of 8% Secured Convertible Notes to a group of investors.

The 12% Secured Term Notes, due in January 2026, accrue interest payable in cash semi-annually. The 8% Secured Convertible Notes accrue interest which is added to the outstanding principal balance annually.

The 8% Secured Convertible Notes are convertible into common stock at a conversion price of $0.15 per share at the holder’s option any time up to the day prior to maturity in January 2026.

The 12% Secured Term Notes and 8% Secured Convertible Notes rank pari passu and are secured on substantially all the assets of the Company.

The 12% Secured Term Notes and 8% Secured Convertible Notes include restrictive covenants that, among other things, limit the ability of the Company to incur additional indebtedness and guarantee indebtedness; incur liens or allow mortgages or other encumbrances; prepay, redeem, or repurchase certain other debt; pay dividends or make other distributions or repurchase or redeem our capital stock; sell assets or enter into or effect certain other transactions (including a reorganization, consolidation, dissolution or similar transaction or selling, leasing, licensing, transferring or otherwise disposing of assets of the Company or its subsidiaries) and also contain customary events of default.

The Company recorded $233,000 of interest expense in connection with the 12% Secured Term Notes and 8% Secured Convertible Notes for the three months ended March 31, 2024.

STOCK BASED COMPENSATION - Stock Options Outstanding (Details) - $ / shares	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Number of Options
Outstanding beginning balance (in shares)	2,271,894
Options granted (in shares)	0
Options exercised (in shares)	0
Options forfeited (in shares)	(2,964)
Options cancelled (in shares)	0
Outstanding ending balance (in shares)	2,268,930	2,271,894
Weighted Average Exercise Price (Per Share)
Outstanding beginning balance (in dollars per share)	$ 0.57
Options exercised (in dollars per share)	0
Options forfeited (in dollars per share)	1.26
Options cancelled (in dollars per share)	0
Outstanding ending balance (in dollars per share)	$ 0.57	$ 0.57
Options Vested and Exercisable, Number Of Options (in shares)	2,255,034	2,244,102
Options Vested and Exercisable, Weighted Average Remaining Contractual Life (Years)	4 years 6 months 25 days	4 years 9 months 21 days
Options Vested and Exercisable, Weighted Average Exercise Price (Per Share)	$ 0.57	$ 0.56

ACCRUED EXPENSES AND OTHER LIABILITIES (Tables)

3 Months Ended

Mar. 31, 2024

Payables and Accruals [Abstract]

Schedule of Accrued Expenses and Other Current Liabilities

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


	March 31,		December 31,
	2024		2023
	(unaudited)		(audited)
Accrued wages, commission and bonus	$	270	$	393
Accrued professional fees	95		176
Deferred financial advisory fees	1,000		1,000
Other liabilities	402		382


	$	1,767	$	1,951

PREPAID EXPENSES AND OTHER CURRENT ASSETS

3 Months Ended

Mar. 31, 2024

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

PREPAID EXPENSES AND OTHER CURRENT ASSETS

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


	March 31,		December 31,
	2024		2023
	(unaudited)		(audited)
Prepaid insurance	$	109	$	379
Other prepaid expenses	390		425
Deposits	89		89

	$	588	$	893

LEASES (Tables)

3 Months Ended

Mar. 31, 2024

Leases [Abstract]

Schedule of Supplemental Balance Sheet Information

As of March 31, 2024, and December 31, 2023, the following amounts were presented on the Company’s condensed consolidated balance sheets in accordance with ASC 842 - Lease Accounting (in thousands):


	March 31,		December 31,
	2024		2023
	(unaudited)		(audited)
Balance Sheet
Assets:
Right of use asset - operating lease	$	3,031	$	340
Liabilities
Current	329		99
Non-current	2,815		225
Total operating lease liability	$	3,144	$	324

Schedule of Lease Cost and Other Information

Other information pertaining to capitalized assets and liabilities under the leasing standard is as follows (in thousands):


	Three Months Ended March 31, 2024		Three Months Ended March 31, 2023
Other information
Operating lease cost	$	160	$	133
Operating cash flows paid to operating leases	$	31	$	126
Right-of-use assets in exchange for new operating lease liabilities	$	2,781	$	—
Weighted-average remaining lease term — operating leases (months)	89.9		17.9
Weighted-average discount rate — operating leases	9.05%		5.67%

Schedule of Lease Liability Maturity

As of March 31, 2024, the Company’s lease liabilities mature as follows:


Fiscal Year:	Operating Leases
2024	$	434
2025	595
2026	592
2027	504
Thereafter	2,278
Total lease payments	4,403
Less Imputed Interest	(1,259)
Present value of lease liabilities	$	3,144

ACCOUNTS RECEIVABLE - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Receivables [Abstract]
Bad debt expense	$ 87	$ 169

NET INCOME (LOSS) PER SHARE

3 Months Ended

Mar. 31, 2024

Earnings Per Share [Abstract]

NET INCOME (LOSS) PER SHARE

As of March 31, 2024 and 2023, there were 45,594,864 and 26,940,841 shares of common stock issued and outstanding, respectively.

Basic net income (loss) per share is computed by dividing the net income (loss) by the weighted-average number of shares of common stock outstanding during the period on a basic and diluted basis.

The following table reconciles actual basic and diluted income (loss) per share for the three months ended March 31, 2024 and 2023, respectively (in thousands, except share and per share data).


	Three Months Ended March 31,
	2024		2023
Numerator:
Net income (loss) for basic net income (loss) calculation	$	417	$	(2,262)
Effect of dilutive securities:
Interest expense on Convertible Notes	85		—
Net income (loss) for diluted net income (loss) calculation	$	502	$	(2,262)
Denominator
Denominator for basic net income (loss) per share, weighted average	45,432,272		26,803,839
Effect of dilutive securities:
Convertible notes stock conversion, weighted average as converted	31,882,784		—
Denominator for diluted net income per share	77,315,056		26,803,839
Net income (loss) per common share
Basic	$	0.01	$	(0.08)
Diluted	$	0.01	$	(0.08)

The anti-dilutive securities excluded from the weighted-average shares used to calculate the diluted net income per common share for the three months ended March 31, 2024 and the net loss per common share for the three months ended March 31, 2023 were as follows:


	Three Months Ended March 31,
	2024	2023
Shares unvested and subject to exercise of stock options	13,896	120,431
Shares subject to outstanding common stock options	2,255,034	2,945,020
Shares subject to convertible notes stock conversion	—	695,261
Shares subject to warrants stock conversion	16,000,000	16,586,980
Shares subject to contingent earn out	10,500,000	10,500,000
Restricted stock units	2,161,509	1,314,000

COMMITMENTS AND CONTINGENCIES	3 Months Ended
COMMITMENTS AND CONTINGENCIES	Mar. 31, 2024
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	COMMITMENTS AND CONTINGENCIES Litigation The Company is from time to time involved in litigation incidental to the conduct of its business. In accordance with applicable accounting guidance, the Company records a provision for a liability when it is both probable that a liability has been incurred and the amount can be reasonably estimated. Management believes that the outcome of such legal proceedings, legal actions and claims will not have a significant adverse effect on the Company’s financial position, results of operations or cash flows. Employee Retention Payroll Tax Credits In March 2020, the U.S. government enacted the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) to provide economic and other relief as a result of the COVID-19 pandemic. The CARES Act includes, among other items, provisions relating to refundable employee retention payroll tax credits. Due to the complex nature of the employee retention credit computations, any benefits we may receive are uncertain and may significantly differ from our current estimates. We plan to record any benefit related to these credits upon both the receipt of the benefit and the resolution of the uncertainties, including, but not limited to, the completion of any potential audit or examination, or the expiration of the related statute of limitations. During the three months ended March 31, 2023, we received $2.0 million related to these credits, recognized $0.6 million as an offset related to operating expenses thorough accounts payable, and we have deferred recognition of remaining $1.4 million, which is recorded in current liabilities on the accompanying condensed consolidated balance sheets.

PROPERTY AND EQUIPMENT (Tables)

3 Months Ended

Mar. 31, 2024

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment

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


	March 31,		December 31,
	2024		2023
	(unaudited)		(audited)
Computer equipment	$	448	$	416
Furniture & fixtures	176		149
Data warehouse	286		286
Software	197		197
Total cost	1,107		1,048
Less accumulated depreciation and amortization	(782)		(728)
Property and equipment, net	$	325	$	320

CONVERTIBLE NOTE RECEIVABLE	3 Months Ended
CONVERTIBLE NOTE RECEIVABLE	Mar. 31, 2024
Receivables [Abstract]
CONVERTIBLE NOTE RECEIVABLE	CONVERTIBLE NOTE RECEIVABLE In April 2022, the Company purchased $250,000 in aggregate principal amount of convertible promissory note due April 1, 2026 (the “Convertible Note Receivable”). The Convertible Note Receivable accrued interest at the rate of 5% per annum on the principal amount of the Convertible Note Receivable. The Company determined that the fair value of the Convertible Note was $0 at December 31, 2023. The loss of $272,000, including $22,000 of accrued interest income, was recorded in interest expense on the Company’s condensed consolidated statements of operations for the year ended December 31, 2023.

FAIR VALUE MEASUREMENTS - Schedule of Changes in Fair Value (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Changes in fair value	$ 3	$ 153
Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	3
Changes in fair value	3
Ending balance	$ 6

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) $ in Thousands		3 Months Ended		12 Months Ended
	Jan. 23, 2024 USD ($)	Mar. 31, 2024 USD ($) segment	Mar. 31, 2023 USD ($)	Dec. 31, 2023 USD ($)
Concentration Risk [Line Items]
Accumulated deficit		$ 36,148		$ 36,565
Cash flows used in operating activities		1,878	$ (379)
Working capital		(1,400)
Cash and cash equivalents		$ 1,668		$ 331
Number of operating segments \| segment		1
Number of reportable segments \| segment		1
Cash in excess of insured limits		$ 1,300
8% Secured Convertible Notes, due January 23, 2026 \| Convertible Debt
Concentration Risk [Line Items]
Aggregate principal amount	$ 6,400
Interest rate (as percent)	8.00%
Debt instrument, term (in years)	2 years
12% Secured Term Notes, due January 23, 2026 \| Secured Debt
Concentration Risk [Line Items]
Aggregate principal amount	$ 1,600
Interest rate (as percent)	12.00%
Debt instrument, term (in years)	2 years
Senior Secured Original Issue Discount Convertible Note \| Convertible Notes Payable
Concentration Risk [Line Items]
Interest rate (as percent)		6.00%
Revenue from Contract with Customer Benchmark \| One Customer \| Customer Concentration Risk
Concentration Risk [Line Items]
Concentration risk, percentage		14.00%	12.00%
Accounts Receivable \| Two Customers \| Customer Concentration Risk
Concentration Risk [Line Items]
Concentration risk, percentage		23.00%		30.00%
Cost of Goods and Service Benchmark \| Supplier Concentration Risk \| One Vendor
Concentration Risk [Line Items]
Concentration risk, percentage		60.00%	75.00%
Accounts Payable \| Supplier Concentration Risk \| One Vendor
Concentration Risk [Line Items]
Concentration risk, percentage		26.00%
Accounts Payable \| Supplier Concentration Risk \| Two Vendor
Concentration Risk [Line Items]
Concentration risk, percentage			30.00%

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Income Statement [Abstract]
Revenues	$ 6,474	$ 7,157
Cost of revenues	1,794	1,350
Gross profit	4,680	5,807
Operating expenses
Selling, servicing and marketing	1,527	2,478
Technology and software development	1,666	2,300
General and administrative	1,769	2,757
Total operating expenses	4,962	7,535
Loss from operations	(282)	(1,728)
Interest income	4	10
Interest expense	(875)	(391)
Gain on note repurchase	1,573	0
Change in fair value of warrants	(3)	(153)
Income (loss) before income tax	417	(2,262)
Income tax expense	0	0
Net income (loss)	$ 417	$ (2,262)
Net income (loss) per common share:
Basic (in dollars per share)	$ 0.01	$ (0.08)
Diluted (in dollars per share)	$ 0.01	$ (0.08)
Weighted-average common shares outstanding
Basic (in shares)	45,432,272	26,803,839
Diluted (in shares)	77,315,056	26,803,839

FAIR VALUE MEASUREMENTS - Schedule Of Fair Value, Liabilities Measured on Recurring Basis (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Liabilities:
Derivative liability, noncurrent	$ 6	$ 3
Total Fair Value	6	3
Public warrants
Liabilities:
Derivative liability, noncurrent	6	3
Level 1
Liabilities:
Total Fair Value	6	3
Level 1 \| Public warrants
Liabilities:
Derivative liability, noncurrent	6	3
Level 2
Liabilities:
Total Fair Value	0	0
Level 2 \| Public warrants
Liabilities:
Derivative liability, noncurrent	0	0
Level 3
Liabilities:
Total Fair Value	0	0
Level 3 \| Public warrants
Liabilities:
Derivative liability, noncurrent	$ 0	$ 0

CONTRACT ASSETS AND LIABILITIES - Movement in Contract Assets (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Contract with Customer, Assets [Roll Forward]
Contract assets at start of the period	$ 273	$ 333
Expense deferred during the period	36	165
(Less) amounts expensed during the period	(54)	(225)
Contract assets at end of the period	$ 255	$ 273

STOCKHOLDERS’ EQUITY	3 Months Ended
STOCKHOLDERS’ EQUITY	Mar. 31, 2024
Equity [Abstract]
STOCKHOLDERS’ EQUITY	STOCKHOLDERS’ EQUITY Sponsor Escrow Agreement At the time of the Closing, TCAC Sponsor, LLC, a Delaware limited liability company (“Sponsor”), Tuatara and certain independent members of Tuatara’s board of directors entered into an escrow agreement (“Sponsor Escrow Agreement”), providing that (i) immediately following the Closing, Sponsor and certain of Tuatara’s board of directors’ independent directors shall deposit an aggregate of 1,000,000 shares of our Common Stock (such deposited shares, the “Sponsor Earnout Shares”) into escrow, (ii) the Sponsor Earnout Shares shall be released to the Sponsor if the closing price of our Common Stock equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations, and recapitalizations) on any twenty (20) trading days in a thirty (30) trading-day period ending at any time after the Closing Date and before the fifth anniversary of the Closing Date, and (iii) the Sponsor Earnout Shares will be terminated and canceled by us if such condition is not met by the fifth anniversary of the Closing Date. Contingent and Earnout Shares The holders of Legacy SpringBig’s common stock and the “engaged option holders” (employees or engaged consultants of Legacy SpringBig who held Legacy SpringBig options at the effective time of the merger and who remains employed or engaged by Legacy SpringBig at the time of such payment of contingent shares) shall be entitled to receive their pro rata portion of such number of shares, fully paid and free and clear of all liens other than applicable federal and state securities law restrictions, as set forth below upon satisfaction of any of the following conditions: a.7,000,000 contingent shares if the closing price of the Company’s common stock equals or exceeds $12.00 per share on any twenty (20) trading days in a thirty (30)-trading day period at any time after the Closing Date and no later than 60 months following the Closing Date; b.2,250,000 contingent shares if the closing price of the Company’s common stock equals or exceeds $15.00 per share on any twenty (20) trading days in a thirty (30)-trading day period at any time after the Closing Date and no later than 60 months following the Closing Date; and c.1,250,000 contingent shares if the closing price of the Company’s common stock equals or exceeds $18.00 per share on any twenty (20) trading days in a thirty (30)-trading day period at any time after the Closing Date and no later than 60 months following the Closing Date. With the consummation of the business combination, the Company’s authorized capital stock is 350,000,000 shares, consisting of 300,000,000 shares of common stock and 50,000,000 shares of preferred stock, with par value of 0.0001 per share.

- Definition

The entire disclosure for equity.

+ References

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

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

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

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

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

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

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

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
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+ Details

LEASES

3 Months Ended

Mar. 31, 2024

Leases [Abstract]

LEASES

The Company leases office facilities in Boca Raton, Florida, Seattle, Washington and Ontario, Canada under non-cancelable operating lease agreements. The leases require monthly payments ranging from $4,000 to $48,000 and expire on various dates through February 2032. In addition to minimum rent, the Company is required to pay a proportionate share of operating expenses under these leases.

In June 2022, the Company entered into a new lease which became effective on January 1, 2024 after completion of leasehold improvements. The new lease term is for 98 months and monthly rental payments range from $38,000 to $48,000 over the life of the lease.


	March 31,		December 31,
	2024		2023
	(unaudited)		(audited)
Balance Sheet
Assets:
Right of use asset - operating lease	$	3,031	$	340
Liabilities
Current	329		99
Non-current	2,815		225
Total operating lease liability	$	3,144	$	324

For the three months ended March 31, 2024 and March 31, 2023, the Company’s operating lease cost was $160,000 and $133,000, respectively. Other information pertaining to capitalized assets and liabilities under the leasing standard is as follows (in thousands):


	Three Months Ended March 31, 2024		Three Months Ended March 31, 2023
Other information
Operating lease cost	$	160	$	133
Operating cash flows paid to operating leases	$	31	$	126
Right-of-use assets in exchange for new operating lease liabilities	$	2,781	$	—
Weighted-average remaining lease term — operating leases (months)	89.9		17.9
Weighted-average discount rate — operating leases	9.05%		5.67%

As of March 31, 2024, the Company’s lease liabilities mature as follows:


Fiscal Year:	Operating Leases
2024	$	434
2025	595
2026	592
2027	504
Thereafter	2,278
Total lease payments	4,403
Less Imputed Interest	(1,259)
Present value of lease liabilities	$	3,144

NET INCOME (LOSS) PER SHARE (Tables)

3 Months Ended

Mar. 31, 2024

Earnings Per Share [Abstract]

Schedule of Reconciliation of Actual Basic and Diluted Earnings Per Share

The following table reconciles actual basic and diluted income (loss) per share for the three months ended March 31, 2024 and 2023, respectively (in thousands, except share and per share data).


	Three Months Ended March 31,
	2024		2023
Numerator:
Net income (loss) for basic net income (loss) calculation	$	417	$	(2,262)
Effect of dilutive securities:
Interest expense on Convertible Notes	85		—
Net income (loss) for diluted net income (loss) calculation	$	502	$	(2,262)
Denominator
Denominator for basic net income (loss) per share, weighted average	45,432,272		26,803,839
Effect of dilutive securities:
Convertible notes stock conversion, weighted average as converted	31,882,784		—
Denominator for diluted net income per share	77,315,056		26,803,839
Net income (loss) per common share
Basic	$	0.01	$	(0.08)
Diluted	$	0.01	$	(0.08)

Schedule of Antidilutive Securities Excluded from Computation of Net Loss Per Share


	Three Months Ended March 31,
	2024	2023
Shares unvested and subject to exercise of stock options	13,896	120,431
Shares subject to outstanding common stock options	2,255,034	2,945,020
Shares subject to convertible notes stock conversion	—	695,261
Shares subject to warrants stock conversion	16,000,000	16,586,980
Shares subject to contingent earn out	10,500,000	10,500,000
Restricted stock units	2,161,509	1,314,000

REVENUE RECOGNITION (Tables)

3 Months Ended

Mar. 31, 2024

Revenue from Contract with Customer [Abstract]

Schedule of Disaggregation of Revenue

The following table represents our revenues disaggregated by type (in thousands):


	Three Months Ended March 31,
	2024		2023
Revenue

Brand revenue	$	59	$	295
Retail revenue	6,415		6,862
Total revenue	$	6,474	$	7,157

Revenue by geographical region consist of the following (in thousands):


	Three Months Ended March 31,
	2024		2023
Brand revenue
United States	$	59	$	294
Canada	—		1
Retail revenue
United States	6,273		6,663
Canada	142		199
	$	6,474	$	7,157

PROPERTY AND EQUIPMENT

3 Months Ended

Mar. 31, 2024

Property, Plant and Equipment [Abstract]

PROPERTY AND EQUIPMENT

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


	March 31,		December 31,
	2024		2023
	(unaudited)		(audited)
Computer equipment	$	448	$	416
Furniture & fixtures	176		149
Data warehouse	286		286
Software	197		197
Total cost	1,107		1,048
Less accumulated depreciation and amortization	(782)		(728)
Property and equipment, net	$	325	$	320

The useful life of computer equipment, software, furniture and fixtures, and the data warehouse is three years.

Depreciation and amortization expense for the three months ended March 31, 2024 and 2023 was $54,000 and $66,000, respectively. The amounts are included in general and administrative expenses in the condensed consolidated statements of operations.

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Mar. 31, 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

CONTRACT ASSETS AND LIABILITIES

3 Months Ended

Mar. 31, 2024

Revenue from Contract with Customer [Abstract]

CONTRACT ASSETS AND LIABILITIES

REVENUE RECOGNITION

The following table represents our revenues disaggregated by type (in thousands):


	Three Months Ended March 31,
	2024		2023
Revenue

Brand revenue	$	59	$	295
Retail revenue	6,415		6,862
Total revenue	$	6,474	$	7,157

Geographic Information

Revenue by geographical region consist of the following (in thousands):


	Three Months Ended March 31,
	2024		2023
Brand revenue
United States	$	59	$	294
Canada	—		1
Retail revenue
United States	6,273		6,663
Canada	142		199
	$	6,474	$	7,157

Revenues by geography are generally based on the country of the Company’s contracting entity. Total United States revenue was approximately 98% of total revenue for the three months ended March 31, 2024 and 97% for the three months ended March 31, 2023.

CONTRACT ASSETS AND LIABILITIES

Contract assets consisted of the following as of (in thousands):


	March 31,		December 31,
	2024		2023
	(unaudited)		(audited)

Deferred sales commissions	$	255	$	273

The movement in the contract assets during the three months ended March 31, 2024 and the year ended December 31, 2023, comprised the following (in thousands):


	March 31,		December 31,
	2024		2023
	(unaudited)		(audited)
Contract assets at start of the period	$	273	$	333
Expense deferred during the period	36		165
(Less) amounts expensed during the period	(54)		(225)

Contract assets at end of the period	$	255	$	273

- Definition

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

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+ Details

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 1,668	$ 331
Accounts receivable, net	3,211	2,948
Contract assets	255	273
Prepaid expenses and other current assets	588	893
Total current assets	5,722	4,445
Operating lease assets	3,031	340
Property and equipment, net	325	320
Total assets	9,078	5,105
Current liabilities:
Accrued expense and other current liabilities	1,767	1,951
Short-term cash advances	1,195	1,925
Current maturities of long-term debt	0	4,360
Deferred payroll tax credits	1,751	1,751
Deferred revenue	2	0
Operating lease liability, current	329	99
Total current liabilities	7,084	13,551
Long-term debt, non-current	7,198	0
Operating lease liability, non-current	2,815	225
Warrant liabilities	6	3
Total liabilities	17,103	13,779
Commitments and Contingencies
Stockholders’ Deficit
Common stock par value $0.0001 per share, 300,000,000 authorized at March 31, 2024; 45,594,864 issued and outstanding as of March 31, 2024; (300,000,000 authorized at December 31, 2023; 45,339,762 issued and outstanding as of December 31, 2023)	4	4
Additional paid-in-capital	28,119	27,887
Accumulated deficit	(36,148)	(36,565)
Total stockholders’ deficit	(8,025)	(8,674)
Total liabilities and stockholders’ deficit	9,078	5,105
Nonrelated Party
Current liabilities:
Accounts payable	2,040	2,925
Related Party
Current liabilities:
Accounts payable	$ 0	$ 540

STOCK BASED COMPENSATION

3 Months Ended

Mar. 31, 2024

Share-Based Payment Arrangement [Abstract]

STOCK BASED COMPENSATION

In connection with the business combination, the Tuatara shareholders approved the SpringBig Holdings, Inc. 2022 Long-Term Incentive Plan (the “2022 Incentive Plan”), which became effective upon the Closing.

The number of shares of our common stock initially reserved for issuance under the 2022 Incentive Plan was 1,525,175, which equaled the amount of shares of our common stock equal to 5% of the sum of (i) the number of shares of our common stock outstanding as of the Closing and (ii) the number of shares of our common stock underlying stock options issued under the SpringBig, Inc. 2017 Equity Incentive Plan (as amended and restated) (the “Legacy Incentive Plan”) that were outstanding as of the Closing. Shares subject to stock awards granted under the

2022 Incentive Plan that expire or terminate without being exercised in full, or that are paid out in cash rather than in shares, will not reduce the number of shares available for issuance under the 2022 Incentive Plan.

At the annual shareholder meeting on June 13, 2022, the Company shareholders approved an amendment to the 2022 Incentive Plan to add an automatic annual increase in the number of shares authorized for issuance of up to 5% of the number of the Company’s common stock issued and outstanding on December 31 of the immediately preceding calendar year, beginning with the fiscal year ending December 31, 2023; provided that the annual increase with respect to the fiscal year ending December 31, 2023, which is 1,332,986 shares of common stock, took effect on the first business day following the annual shareholder meeting.

The number of shares automatically added to the number of shares authorized for issuance on January 1, 2024, was 2,266,988, being 5% of the number of the Company’s common stock issued and outstanding on December 31, 2023. The total number of shares of common stock authorized for issuance under the 2022 Incentive Plan is 5,125,149 as of March 31, 2024.

Prior to the closing of the merger, Legacy SpringBig maintained an equity incentive plan (the “Legacy Incentive Plan”), which was originally established effective December 1, 2017. SpringBig has not granted any additional awards under the Legacy Incentive Plan following the business combination.

The following table summarizes information on stock options outstanding as of March 31, 2024 under the Legacy Incentive Plan:


	Options Outstanding			Options Vested and Exercisable
	Number of Options	Weighted Average Exercise Price (Per Share)		Number of Options	Weighted Average Remaining Contractual Life (Years)	Weighted Average Exercise Price (Per Share)
Outstanding Balance, January 1, 2024	2,271,894	$	0.57	2,244,102	4.81	$	0.56
Options granted	—
Options exercised	—	$	—
Options forfeited	(2,964)	$	1.26
Options cancelled	—	$	—
Outstanding Balance, March 31, 2024	2,268,930	$	0.57	2,255,034	4.57	$	0.57

During the three months ended March 31, 2024 and 2023, compensation expense recorded in connection with the Legacy Incentive Plan was $17,000 and $30,000, respectively. These charges are recorded in administrative expense on the condensed consolidated statements of operations.

No options were exercised during the three months ended March 31, 2024. As of March 31, 2024, the intrinsic value of the 2,255,034 options outstanding and exercisable was $0. As of March 31, 2024, the total compensation cost related to non-vested awards not yet recognized was $17,000 with a weighted-average period of.0.25 years over which it is expected to be recognized.

The following table summarizes information on Restricted Stock Units outstanding as of March 31, 2024 under the 2022 Incentive Plan:


	Restricted Stock Units Outstanding
	Number of RSUs	Weighted Average Fair Value (Per Share)		Weighted Average Vesting (Years)
Outstanding Balance, December 31, 2022	725,000	$	1.97	2.5
RSUs granted	1,989,000	0.56
RSUs forfeited	(276,836)	1.28
RSUs vested and common stock issued	(225,655)	$	1.97
Outstanding Balance, December 31, 2023	2,211,509	$	0.80
RSUs forfeited	(50,000)	0.80
Outstanding Balance, March 31, 2024	2,161,509	$	0.79	1.9

During the three months ended March 31, 2024 and 2023, compensation expense recorded in connection with the 2023 Incentive Plan was $178,000 and $132,000, respectively. The expense is reported within general and administrative expenses. The remaining expense of approximately $1.1 million will be recognized in future periods through September 2026. The Restricted Stock Units vest one-third on each of the first, second, and third anniversary after issuance.

LEASES - Schedule of Lease Liability Maturity (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Leases [Abstract]
2024	$ 434
2025	595
2026	592
2027	504
Thereafter	2,278
Total lease payments	4,403
Less Imputed Interest	(1,259)
Present value of lease liabilities	$ 3,144	$ 324

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER’S EQUITY (DEFICIT) - USD ($)
$ in Thousands

Total

Common Stock

Additional Paid-in Capital

Accumulated Deficit

Beginning balance (in shares) at Dec. 31, 2022

26,659,711

Beginning balance at Dec. 31, 2022

$ (3,628)

$ 3

$ 22,701

$ (26,332)

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Stock-based compensation

162

Exercise of stock options (in shares)

281,130

Exercise of stock options

113

Net income (loss)

$ (2,262)

(2,262)

Ending balance (in shares) at Mar. 31, 2023

26,940,841

Ending balance at Mar. 31, 2023

$ (5,615)

$ 3

22,976

(28,594)

Beginning balance (in shares) at Dec. 31, 2023

45,339,762

Beginning balance at Dec. 31, 2023

$ (8,674)

$ 4

27,887

(36,565)

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Stock-based compensation

195

Issue of common stock (in shares)

^[1]

255,102

Issue of common stock

^[1]

$ 37

Exercise of stock options (in shares)

Net income (loss)

$ 417

417

Ending balance (in shares) at Mar. 31, 2024

45,594,864

Ending balance at Mar. 31, 2024

$ (8,025)

$ 4

$ 28,119

$ (36,148)

[1]	* Common shares issued in exchange for services rendered.

- Definition

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

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Amount of equity (deficit) attributable to parent. Excludes temporary equity and equity attributable to noncontrolling interest.

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-URI https://asc.fasb.org//1943274/2147480418/310-10-S99-2

+ Details

COVER - shares	3 Months Ended
COVER - shares	Mar. 31, 2024	May 14, 2024
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2024
Document Transition Report	false
Entity File Number	001-40049
Entity Registrant Name	SPRINGBIG HOLDINGS, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	88-2789488
Entity Address, Address Line One	621 NW 53rd Street
Entity Address, Address Line Two	Ste. 500
Entity Address, City or Town	Boca Raton,
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33487
City Area Code	800
Local Phone Number	772-9172
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		45,594,864
Amendment Flag	false
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q1
Entity Central Index Key	0001801602
Current Fiscal Year End Date	--12-31

6% SENIOR SECURED CONVERTIBLE NOTES (Details)			3 Months Ended
6% SENIOR SECURED CONVERTIBLE NOTES (Details)	Jan. 23, 2024 USD ($)	Jun. 14, 2022 USD ($)	Mar. 31, 2024 USD ($) shares	Mar. 31, 2023 USD ($)	Dec. 31, 2023 USD ($)
Debt Instrument [Line Items]
Proceeds from issuance of convertible notes			$ 6,400,000	$ 0
Purchase obligation	$ 2,900,000		2,895,000	1,457,000
Carrying value			8,000,000		$ 0
Interest expense			875,000	391,000
Gain on note repurchase			$ 1,573,000	0
Secured Convertible Notes
Debt Instrument [Line Items]
Warrants outstanding (in shares) \| shares			586,890
Warrants and rights outstanding			$ 839,000
Maturity term (in years)		5 years
Secured Convertible Notes \| Measurement Input, Share Price
Debt Instrument [Line Items]
Convertible warrants, measurement input		4.28
Secured Convertible Notes \| Measurement Input, Conversion Price
Debt Instrument [Line Items]
Convertible warrants, measurement input		12.00
Secured Convertible Notes \| Measurement Input, Risk Free Interest Rate
Debt Instrument [Line Items]
Convertible warrants, measurement input		0.0361
Secured Convertible Notes \| Measurement Input, Price Volatility
Debt Instrument [Line Items]
Convertible warrants, measurement input		0.65
Convertible Notes Payable
Debt Instrument [Line Items]
Proceeds from issuance of convertible notes		$ 10,000,000
Senior Secured Original Issue Discount Convertible Note \| Convertible Notes Payable
Debt Instrument [Line Items]
Aggregate principal amount		11,000,000
Discount issued on convertible notes		$ 1,000,000
Senior Secured Original Issue Discount Convertible Note \| Convertible Notes Payable
Debt Instrument [Line Items]
Interest rate (as percent)			6.00%
Discount issued on convertible notes					700,000
Carrying value			$ 0		5,100,000
Long-term debt, non-current					$ 4,400,000
Interest expense			14,000	$ 402,000
Gain on note repurchase			$ 1,600,000

PREPAID EXPENSES AND OTHER CURRENT ASSETS - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Prepaid insurance	$ 109	$ 379
Other prepaid expenses	390	425
Deposits	89	89
Total prepaid expenses and other current assets	$ 588	$ 893

SUBSEQUENT EVENTS	3 Months Ended
SUBSEQUENT EVENTS	Mar. 31, 2024
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	SUBSEQUENT EVENTSManagement has considered subsequent events through May 14, 2024, the date this report was issued, and there were no events that required additional disclosure.

ACCRUED EXPENSES AND OTHER LIABILITIES - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Payables and Accruals [Abstract]
Accrued wages, commission and bonus	$ 270	$ 393
Accrued professional fees	95	176
Deferred financial advisory fees	1,000	1,000
Other liabilities	402	382
Accrued expense and other current liabilities	$ 1,767	$ 1,951

ACCOUNTS RECEIVABLE - Schedule of Allowance for Credit Loss (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2024 USD ($)
Accounts Receivable, Allowance for Credit Loss [Roll Forward]
Allowance for credit loss, beginning balance	$ 1,595
Current-period provision (release) for expected credit losses	53
Write-offs charged against the allowance, net of recoveries and other	0
Allowance for credit loss, ending balance	$ 1,648

REVENUE RECOGNITION

3 Months Ended

Mar. 31, 2024

Revenue from Contract with Customer [Abstract]

REVENUE RECOGNITION

The following table represents our revenues disaggregated by type (in thousands):


	Three Months Ended March 31,
	2024		2023
Revenue

Brand revenue	$	59	$	295
Retail revenue	6,415		6,862
Total revenue	$	6,474	$	7,157

Geographic Information

Revenue by geographical region consist of the following (in thousands):


	Three Months Ended March 31,
	2024		2023
Brand revenue
United States	$	59	$	294
Canada	—		1
Retail revenue
United States	6,273		6,663
Canada	142		199
	$	6,474	$	7,157

CONTRACT ASSETS AND LIABILITIES

Contract assets consisted of the following as of (in thousands):


	March 31,		December 31,
	2024		2023
	(unaudited)		(audited)

Deferred sales commissions	$	255	$	273

The movement in the contract assets during the three months ended March 31, 2024 and the year ended December 31, 2023, comprised the following (in thousands):


	March 31,		December 31,
	2024		2023
	(unaudited)		(audited)
Contract assets at start of the period	$	273	$	333
Expense deferred during the period	36		165
(Less) amounts expensed during the period	(54)		(225)

Contract assets at end of the period	$	255	$	273

- Definition

+ References

+ Details

FAIR VALUE MEASUREMENTS

3 Months Ended

Mar. 31, 2024

Fair Value Disclosures [Abstract]

FAIR VALUE MEASUREMENTS

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs

(market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities).

The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

Level 1: Valuation is based on unadjusted quoted prices in active markets for identical assets and liabilities that are accessible at the reporting date. Because valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these products does not entail a significant degree of judgment.

Level 2: Valuation is determined from pricing inputs that are other than quoted prices in active markets that are either directly or indirectly observable as of the reporting date. Observable inputs include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, and interest rates and yield curves that are observable at commonly quoted intervals.

Level 3: Valuation is based on inputs that are both significant to the fair value measurement and unobservable. Level 3 inputs include situations where there is little, if any, market activity for the financial instrument. The inputs into the determination of fair value generally require significant management judgment or estimation.

Liabilities measured at fair value on a recurring basis

The balances of the Company’s liabilities measured at fair value on a recurring basis as of March 31, 2024, are as follows (in thousands):


	Level 1		Level 2		Level 3		Total Fair Value
Liabilities:
Public warrants	6		—		—		6
	$	6	$	—	$	—	$	6

The balances of the Company’s liabilities measured at fair value on a recurring basis as of December 31, 2023, are as follows (in thousands):


	Level 1		Level 2		Level 3		Total Fair Value
Liabilities:
Public warrants	3		—		—		3
	$	3	$	—	$	—	$	3

The following is a description of the methodologies used to estimate the fair values of liabilities measured at fair value on a recurring basis and within the fair value hierarchy.

Warrant liabilities

Prior to the business combination, TCAC issued warrants to purchase 10,000,000 Class A ordinary shares at a price of $11.50 per whole share, as part of the units offered by the prospectus for their initial public offering and, simultaneously with the closing of their initial public offering, issued in a private placement an aggregate of 6,000,000 private placement warrants, each exercisable to purchase one Class A ordinary share at a price of $11.50 per share.

The Company utilizes a fair value approach to account for its warrants based on the quoted price at March 31, 2024, the calculation is consistent with ASC 820, Fair Value Measurement, with changes in fair value recorded in current earnings.

At March 31, 2024, the value of the public warrants was approximately $6,400 using a closing price of $0.0004.

Changes in Fair Value

The following tables provides a roll-forward in the changes in fair value in the public warrants for the three months ended March 31, 2024 (in thousands):


Warrants
Balance, January 1, 2024	$	3
Change in fair value	3
Balance, March 31, 2024	$	6
Changes in fair value included in earnings for the period relating to liabilities held at March 31, 2024	$	3

There were no transfers of financial liabilities between levels of the fair value hierarchy during the three months ended March 31, 2024.

Other Fair Value Considerations – Carrying value of accounts receivables, contract assets, prepaid expenses and other assets, accounts payable and accrued expenses approximate fair value due to their short-term maturities and/or low credit risk.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

PREPAID EXPENSES AND OTHER CURRENT ASSETS (Tables)

3 Months Ended

Mar. 31, 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):


	March 31,		December 31,
	2024		2023
	(unaudited)		(audited)
Prepaid insurance	$	109	$	379
Other prepaid expenses	390		425
Deposits	89		89

	$	588	$	893

STOCKHOLDERS’ EQUITY (Details)	Jun. 14, 2022 day $ / shares shares	Mar. 31, 2024 $ / shares shares	Dec. 31, 2023 $ / shares shares
Class of Stock [Line Items]
Sponsor earnout shares (in shares) \| shares	1,000,000
Stock price trigger (in dollars per share) \| $ / shares	$ 12.00
Number of trading days	20
Number of consecutive trading days	30
Capital stock authorized (in shares) \| shares	350,000,000
Common stock, shares authorized (in shares) \| shares	300,000,000	300,000,000	300,000,000
Preferred stock, shares authorized (in shares) \| shares	50,000,000
Common stock, par or stated value per share (in dollars per share) \| $ / shares	$ 0.0001	$ 0.0001	$ 0.0001
Preferred stock, par or stated value per share (in dollars per share) \| $ / shares	$ 0.0001
Contingent And Earnout Shares, Scenario One
Class of Stock [Line Items]
Contingent and earnout shares, to be issued (in shares) \| shares	7,000,000
Contingent and earnout shares, stock price threshold (usd per share) \| $ / shares	$ 12.00
Contingent and earnout shares, stock price threshold, triggering event period	20
Contingent and earnout shares, stock price threshold, trading days period	30
Contingent and earnout shares, stock price threshold, contingency period (in months)	60 months
Contingent And Earnout Shares, Scenario Two
Class of Stock [Line Items]
Contingent and earnout shares, to be issued (in shares) \| shares	2,250,000
Contingent and earnout shares, stock price threshold (usd per share) \| $ / shares	$ 15.00
Contingent and earnout shares, stock price threshold, triggering event period	20
Contingent and earnout shares, stock price threshold, trading days period	30
Contingent and earnout shares, stock price threshold, contingency period (in months)	60 months
Contingent And Earnout Shares, Scenario Three
Class of Stock [Line Items]
Contingent and earnout shares, to be issued (in shares) \| shares	1,250,000
Contingent and earnout shares, stock price threshold (usd per share) \| $ / shares	$ 18.00
Contingent and earnout shares, stock price threshold, triggering event period	20
Contingent and earnout shares, stock price threshold, trading days period	30
Contingent and earnout shares, stock price threshold, contingency period (in months)	60 months

FAIR VALUE MEASUREMENTS - Narrative (Details)	Mar. 31, 2024 USD ($) $ / shares	Dec. 31, 2023 USD ($)	Jun. 14, 2022 shares	Jun. 13, 2022 $ / shares shares
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability, noncurrent \| $	$ 6,000	$ 3,000
Measurement Input, Share Price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability measurement input \| $ / shares	0.0004
Estimate of Fair Value Measurement
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability, noncurrent \| $	$ 6,400	$ 3,200
Redeemable Warrants \| Class A common stock
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants outstanding (in shares) \| shares				10,000,000
Exercise price of warrants (in dollars per share) \| $ / shares				$ 11.50
Number of shares issuable per each warrant (in shares) \| shares			1
Private Placement Warrant
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants outstanding (in shares) \| shares			6,000,000
Exercise price of warrants (in dollars per share) \| $ / shares				$ 11.50
Public warrants \| Estimate of Fair Value Measurement
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability, noncurrent \| $	$ 6,400

LONG-TERM DEBT - Schedule of Long-term Debt (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Jan. 23, 2024	Dec. 31, 2023
Debt Instrument [Line Items]
Carrying value	$ 8,000		$ 0
Less: Deferred financing fees, net	(802)		0
Total	7,198		0
12% Secured Term Notes, due January 23, 2026 \| Secured Debt
Debt Instrument [Line Items]
Carrying value	1,600		0
Interest rate (as percent)		12.00%
8% Secured Convertible Notes, due January 23, 2026 \| Convertible Debt
Debt Instrument [Line Items]
Carrying value	$ 6,400		$ 0
Interest rate (as percent)		8.00%

- Definition

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

+ References

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+ Details

- Definition

Amount, after deduction of unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation.

+ References + Details

INCOME TAXES	3 Months Ended
INCOME TAXES	Mar. 31, 2024
Income Tax Disclosure [Abstract]
INCOME TAXES	INCOME TAXES In determining quarterly provisions for income taxes, the Company uses the annual estimated effective tax rate applied to the actual year-to-date profit or loss, adjusted for discrete items arising in that quarter. The Company’s annual estimated effective tax rate differs from the U.S. federal statutory rate primarily as a result of state taxes, foreign taxes, and changes in the Company’s full valuation allowance against its deferred tax assets.

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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-Subparagraph (SAB TOPIC 6.I.5.Q1)
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+ Details

LONG-TERM DEBT - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Jan. 23, 2024
Debt Instrument [Line Items]
Interest expense	$ 875	$ 391
Term Note And 8.00% Convertible Note \| Secured Debt
Debt Instrument [Line Items]
Interest expense	$ 233
12% Secured Term Notes, due January 23, 2026 \| Secured Debt
Debt Instrument [Line Items]
Aggregate principal amount			$ 1,600
Interest rate (as percent)			12.00%
8% Secured Convertible Notes, due January 23, 2026 \| Convertible Debt
Debt Instrument [Line Items]
Aggregate principal amount			$ 6,400
Interest rate (as percent)			8.00%
Conversion price (dollars per share)			$ 0.15

LEASES - Schedule of Supplemental Balance Sheet Information (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Assets:
Right of use asset - operating lease	$ 3,031	$ 340
Liabilities
Current	329	99
Non-current	2,815	225
Total operating lease liability	$ 3,144	$ 324

LEASES - Narrative (Details) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended
LEASES - Narrative (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Mar. 31, 2024	Mar. 31, 2023
Lessee, Lease, Description [Line Items]
Term of contract (in months)	98 months
Operating lease cost		$ 160	$ 133
Minimum
Lessee, Lease, Description [Line Items]
Monthly rent expense	$ 38
Minimum \| Boca Raton, Florida, Seattle, Washington And Ontario, Canada
Lessee, Lease, Description [Line Items]
Monthly rent expense		4
Maximum
Lessee, Lease, Description [Line Items]
Monthly rent expense	$ 48
Maximum \| Boca Raton, Florida, Seattle, Washington And Ontario, Canada
Lessee, Lease, Description [Line Items]
Monthly rent expense		$ 48

WARRANT LIABILITIES	3 Months Ended
WARRANT LIABILITIES	Mar. 31, 2024
Derivative Instruments and Hedging Activities Disclosure [Abstract]
WARRANT LIABILITIES	WARRANT LIABILITIES Prior to the business combination, at the time of their initial public offering, TCAC issued warrants to purchase 10,000,000 Class A ordinary shares at a price of $11.50 per share, for aggregate consideration of $10.0 million as part of the units offered by the prospectus and, simultaneously with the closing of their initial public offering, issued in a private placement an aggregate of 6,000,000 private placement warrants for aggregate consideration of $6.0 million, each exercisable to purchase one Class A ordinary share at a price of $11.50 per share. The Company accounts for the warrants in accordance with the guidance contained in ASC 815 Derivatives and Hedging, under which the warrants do not meet the criteria for equity treatment and hence are recorded as liabilities. Accordingly, we classify the warrants as liabilities at their fair value and adjust the warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our statement of operations. At March 31, 2024 and December 31, 2023, the estimated fair value of the warrants was $6,400 and $3,200, respectively. The Company recorded a change in fair value loss of approximately $3,000 and $153,000 for the three months ended March 31, 2024 and 2023, respectively. The fair value is determined in accordance with ASC 820, Fair Value Measurement. See Note 17, Fair Value Measurements, to the accompanying condensed consolidated financial statements for further information.

LONG-TERM DEBT (Tables)

3 Months Ended

Mar. 31, 2024

Debt Disclosure [Abstract]

Schedule of Long-Term Debt Instruments

The table below presents the components of outstanding debt (in thousands):


	March 31,		December 31,
	2024		2023
	(unaudited)		(audited)
12% Secured Term Notes, due January 23, 2026	$	1,600	$	—
8% Secured Convertible Notes, due January 23, 2026	6,400		—
	$	8,000	$	—
Less: Deferred financing fees, net	(802)		—
	$	7,198	$	—

- Definition

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

+ References

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+ Details

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 31, 2024	Dec. 31, 2023	Mar. 31, 2023	Jun. 14, 2022
Statement of Financial Position [Abstract]
Common stock, par or stated value per share (in dollars per share)	$ 0.0001	$ 0.0001		$ 0.0001
Common stock, shares authorized (in shares)	300,000,000	300,000,000		300,000,000
Common stock, shares, issued (in shares)	45,594,864	45,339,762	26,940,841
Common stock, shares, outstanding (in shares)	45,594,864	45,339,762	26,940,841

DESCRIPTION OF BUSINESS	3 Months Ended
DESCRIPTION OF BUSINESS	Mar. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
DESCRIPTION OF BUSINESS	DESCRIPTION OF BUSINESS SpringBig Holdings, Inc. and its wholly-owned subsidiaries (the “Company,” “we,” “us,”, “our”, or “SpringBig”) developed a software platform that provides marketing and customer engagement services to cannabis dispensaries and brands throughout the United States and Canada. The Company allows merchants to provide loyalty plans and rewards directly to consumers through an internet portal and mobile applications. Our operational headquarters are in Boca Raton, Florida, with additional offices located in the United States and Canada. The Company has one direct wholly-owned subsidiary, SpringBig, Inc. On June 14, 2022 (the “Closing Date”), SpringBig Holdings, Inc. (formerly known as Tuatara Capital Acquisition Corporation (“Tuatara” or “TCAC”)), consummated the business combination of SpringBig, Inc. (“Legacy SpringBig”) and HighJump Merger Sub, Inc., the wholly-owned subsidiary of Tuatara, pursuant to the Amended and Restated Agreement of Plan Merger, dated as of April 14, 2022, as amended, by and among Tuatara, HighJump Merger Sub, Inc. and Legacy SpringBig. Prior to the closing of the business combination (the “Closing”), Tuatara changed its jurisdiction of incorporation by deregistering as a Cayman Islands exempted company and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware. In connection with the Closing, the registrant changed its name from Tuatara Capital Acquisition Corporation to “SpringBig Holdings, Inc.” SpringBig will continue the existing business operations of Legacy SpringBig as a publicly traded company. Beginning June 15, 2022, the ticker symbols for the Company’s common stock and publicly traded warrants were changed to “SBIG” and “SBIGW,” respectively, and commenced trading on The Nasdaq Capital Market. On September 1, 2023, the Board of Directors of SpringBig Holdings, Inc. determined that it would not be in the best interest of the Company or its shareholders to meet the continued listing requirements of the Nasdaq Capital Market, and the Company notified the Nasdaq Stock Market LLC (“Nasdaq”) that it was withdrawing its appeal of the Nasdaq Listings Qualification staff’s delist determination dated March 7, 2023, for the Company’s failure to meet the market value of listed securities requirement in the Nasdaq Listing Rules. The Company’s common stock is now quoted for trading on the OTCQX® Best Market and its public warrants are now quoted for trading on the OTC Pink Market under their current trading symbols “SBIG” and “SBIGW,” respectively. The Company’s common stock started trading on the OTCQX® Best Market on September 6, 2023. The Company remains a reporting company under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

6% SENIOR SECURED CONVERTIBLE NOTES	3 Months Ended
6% SENIOR SECURED CONVERTIBLE NOTES	Mar. 31, 2024
Debt Disclosure [Abstract]
6% SENIOR SECURED CONVERTIBLE NOTES	6% SENIOR SECURED CONVERTIBLE NOTES In connection with the business combination, on June 14, 2022, the Company issued $11.0 million in aggregate principal amount of Senior Secured Original Issue Discount Convertible Note, due June 14, 2024 (the “Secured Convertible Notes”), issued at a discount of $1.0 million, with proceeds of $10.0 million received on the Closing Date. A warrant representing 586,890 shares of common stock of the Company (the “Convertible Warrant”) with a fair value of $839,000 as at the date of the business combination was also issued in a private placement with the purchaser party thereto. To determine the fair value of the Convertible Warrant, the Company performed a Black-Scholes calculation as of June 14, 2022 using a stock price of $4.28, a strike price of $12.00, a risk free rate of 3.61%, annualized volatility of 65%, and a time to maturity of five years. On January 16, 2024, the Company and the noteholder executed an agreement for the Company to repurchase the outstanding note and associated warrants, and on January 23, 2024, the note and associated warrants were repurchased for $2.9 million. As such, the outstanding principal on the Secured Convertible Notes at March 31, 2024 was $0. At December 31, 2023, the outstanding principal of the Secured Convertible Notes was $5.1 million with a carrying value of $4.4 million, net of discount of $0.7 million. The Company recorded a $1.6 million gain on repurchase of the note for the three months ended March 31, 2024. The Company recorded $14,000 and $402,000 of interest expense in connection with the Senior Secured Convertible Notes for the three months ended March 31, 2024 and March 31, 2023, respectively.

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (h)
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
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-URI https://asc.fasb.org//470/tableOfContent

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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

BENEFIT PLAN (Details) - USD ($) $ in Thousands	3 Months Ended
BENEFIT PLAN (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Mar. 31, 2023
Postemployment Benefits [Abstract]
Company matching contributions	$ 96	$ 158

COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2024	Dec. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
Amounts from deferred payroll tax credits	$ 2,000
Operating expenses offset	600
Deferred payroll tax credits	$ 1,400	$ 1,751	$ 1,751

CONTRACT ASSETS AND LIABILITIES (Tables)

3 Months Ended

Mar. 31, 2024

Revenue from Contract with Customer [Abstract]

Schedule of Contract with Customer, Contract Asset, Contract Liability, and Receivable

Contract assets consisted of the following as of (in thousands):


	March 31,		December 31,
	2024		2023
	(unaudited)		(audited)

Deferred sales commissions	$	255	$	273

The movement in the contract assets during the three months ended March 31, 2024 and the year ended December 31, 2023, comprised the following (in thousands):


	March 31,		December 31,
	2024		2023
	(unaudited)		(audited)
Contract assets at start of the period	$	273	$	333
Expense deferred during the period	36		165
(Less) amounts expensed during the period	(54)		(225)

Contract assets at end of the period	$	255	$	273