0001213900-24-068301 | 10-Q | XBRL Viewer

Summary of Significant Accounting Policies	6 Months Ended
Jun. 30, 2024
Summary of Significant Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2 – 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 and six months ended June 30, 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 $36.8 million as of June 30, 2024. Cash flows used in operating activities were $1.9 million for the six months ended June 30, 2024. As of June 30, 2024, the Company had a working capital deficit of approximately $8.9 million, inclusive of $0.7 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, including, 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. At June 30, 2024, and continuing at the date this report was issued, the Company’s cash balance is below $1 million and therefore the Company is in default pursuant to the terms of the 12% Secured Term Notes and 8% Secured Convertible Notes. The Note holders have the right at their option, which they have not exercised at the date this report was issued, to declare the entire principal amounts outstanding to be due and payable on demand at any time until the default is cured at such time as the Company cash balance is in excess of $1 million. At any time that the Company is in default an incremental amount of interest equivalent to 8% per annum is payable on the 12% Secured Term Notes and 8% Secured Convertible Notes. The Company has classified the Notes as a current liability at June 30, 2024, due to being in default. Given that until the default is cured, the Note holders have the right to declare the entire principal amounts outstanding to be due and payable, we concluded that until such time there was substantial doubt about our ability to continue to operate as a going concern for the 12 months following the issuance of the accompanying condensed consolidated financial statements. 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 the Company have used 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. The Company reviews these estimates and assumptions periodically and reflects on the effects of revisions in the period that 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), warrants and allowance for credit losses have the greatest potential impact on our consolidated financial statements. Therefore, the Company consider the policies related to these financial areas to be 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 six months ended June 30, 2024, and the same customer represented more than 12% of total revenues for the six months ended June 30, 2023. At June 30, 2024, we had two customers representing 32% of accounts receivable and the same two customers represented 30% of accounts receivable at December 31, 2023. We had one vendor representing 89% of cost of goods sold for the six months ended June 30, 2024, and the same vendor represented 80% of cost of goods sold for the six months ended June 30, 2023. We had one vendor representing 32% of accounts payable as of June 30, 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. As of June 30, 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 $0.2 million as of June 30, 2024. We monitor the financial condition of such institution and have not experienced any losses associated with these accounts. *Allowance for Credit Losses* The Company’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.

Summary of Significant Accounting Policies

6 Months Ended

Jun. 30, 2024

Summary of Significant Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 – 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 and six months ended June 30, 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 $36.8 million as of June 30, 2024. Cash flows used in operating activities were $1.9 million for the six months ended June 30, 2024. As of June 30, 2024, the Company had a working capital deficit of approximately $8.9 million, inclusive of $0.7 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, including, 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.

At June 30, 2024, and continuing at the date this report was issued, the Company’s cash balance is below $1 million and therefore the Company is in default pursuant to the terms of the 12% Secured Term Notes and 8% Secured Convertible Notes. The Note holders have the right at their option, which they have not exercised at the date this report was issued, to declare the entire principal amounts outstanding to be due and payable on demand at any time until the default is cured at such time as the Company cash balance is in excess of $1 million. At any time that the Company is in default an incremental amount of interest equivalent to 8% per annum is payable on the 12% Secured Term Notes and 8% Secured Convertible Notes. The Company has classified the Notes as a current liability at June 30, 2024, due to being in default.

Given that until the default is cured, the Note holders have the right to declare the entire principal amounts outstanding to be due and payable, we concluded that until such time there was substantial doubt about our ability to continue to operate as a going concern for the 12 months following the issuance of the accompanying condensed consolidated financial statements.

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 the Company have used 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. The Company reviews these estimates and assumptions periodically and reflects on the effects of revisions in the period that 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), warrants and allowance for credit losses have the greatest potential impact on our consolidated financial statements. Therefore, the Company consider the policies related to these financial areas to be 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 six months ended June 30, 2024, and the same customer represented more than 12% of total revenues for the six months ended June 30, 2023.

At June 30, 2024, we had two customers representing 32% of accounts receivable and the same two customers represented 30% of accounts receivable at December 31, 2023.

We had one vendor representing 89% of cost of goods sold for the six months ended June 30, 2024, and the same vendor represented 80% of cost of goods sold for the six months ended June 30, 2023.

We had one vendor representing 32% of accounts payable as of June 30, 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.

As of June 30, 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 $0.2 million as of June 30, 2024. We monitor the financial condition of such institution and have not experienced any losses associated with these accounts.

Allowance for Credit Losses

The Company’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.

Warrant Liabilities	6 Months Ended
Jun. 30, 2024
Warrant Liabilities [Abstract]
WARRANT LIABILITIES	NOTE 11 – 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 June 30, 2024 and December 31, 2023, the estimated fair value of the warrants was $54,400 and $3,200, respectively. The Company recorded a change in fair value loss of approximately $48,000 for the three months ended June 30, 2024, and a fair value gain of approximately $64,000 for the three months ended June 30, 2023. and 2023. For the six months ended June 30, 2024, and 2023 the Company recorded a change in fair value loss of $51,000 and $89,000 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.

Warrant Liabilities

6 Months Ended

Jun. 30, 2024

Warrant Liabilities [Abstract]

WARRANT LIABILITIES

NOTE 11 – 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 June 30, 2024 and December 31, 2023, the estimated fair value of the warrants was $54,400 and $3,200, respectively.

The Company recorded a change in fair value loss of approximately $48,000 for the three months ended June 30, 2024, and a fair value gain of approximately $64,000 for the three months ended June 30, 2023. and 2023. For the six months ended June 30, 2024, and 2023 the Company recorded a change in fair value loss of $51,000 and $89,000 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.

6% Senior Secured Convertible Notes (Details)		3 Months Ended			6 Months Ended
6% Senior Secured Convertible Notes (Details)	Jun. 14, 2022 USD ($)	Jun. 30, 2024 USD ($)	Mar. 31, 2024 USD ($) shares	Jun. 30, 2023 USD ($)	Jun. 30, 2024 USD ($)	Jun. 30, 2023 USD ($)	Dec. 31, 2023 USD ($)
6% Senior Secured Convertible Notes [Line Items]
Proceeds received					$ 1,600,000
Fair value of warrant		$ 54,000			54,000		$ 3,000
Purchase obligation					2,895,000	2,913,000
Gain on repurchase of note					1,573,000
Convertible Warrant [Member]
6% Senior Secured Convertible Notes [Line Items]
Warrant representing shares (in Shares) \| shares			586,890
Fair value of warrant			$ 839,000
Senior Secured Original Issue Discount Convertible Note [Member]
6% Senior Secured Convertible Notes [Line Items]
Aggregate principal amount	$ 11,000,000
Secured Convertible Notes [Member]
6% Senior Secured Convertible Notes [Line Items]
Maturity term	5 years
Gain on repurchase of note			1,600,000
Senior Secured Convertible Notes [Member]
6% Senior Secured Convertible Notes [Line Items]
Interest expense					$ 14,000	$ 238,000
Convertible Notes Payable [Member]
6% Senior Secured Convertible Notes [Line Items]
Proceeds received	$ 10,000,000
Convertible Notes Payable [Member] \| Senior Secured Original Issue Discount Convertible Note [Member]
6% Senior Secured Convertible Notes [Line Items]
Secured convertible notes			$ 0				5,100,000
Carrying value							4,400,000
Convertible Notes Payable [Member] \| Secured Convertible Notes [Member]
6% Senior Secured Convertible Notes [Line Items]
Discount amount	$ 1,000,000						$ 700,000
Stock Price [Member] \| Secured Convertible Notes [Member]
6% Senior Secured Convertible Notes [Line Items]
Convertible warrant	4.28
Strike Price [Member] \| Secured Convertible Notes [Member]
6% Senior Secured Convertible Notes [Line Items]
Convertible warrant	12
Risk-Free Rate [Member] \| Secured Convertible Notes [Member]
6% Senior Secured Convertible Notes [Line Items]
Convertible warrant	3.61
Annualized Volatility [Member] \| Secured Convertible Notes [Member]
6% Senior Secured Convertible Notes [Line Items]
Convertible warrant	65

Leases (Tables)

6 Months Ended

Jun. 30, 2024

Leases [Abstract]

Schedule of Condensed Consolidated Balance Sheets

As of June 30, 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

	June 30, 2024		December 31, 2023
	(unaudited)		(audited)
Balance Sheet
Assets:
Right of use asset - operating lease	$	2,941	$	340
Liabilities:
Current	$	341	$	99
Non-current		2,729		225
Total operating lease liability	$	3,070	$	324

Schedule of Operating Lease Cost

Other information pertaining to capitalized assets and liabilities under the leasing standard is as follows

	Six Months Ended June 30, 2024			Six Months Ended June 30, 2023
Other information
Operating lease cost	$	321		$	226
Operating cash flows paid to operating leases	$	175		$	235
Right-of-use assets in exchange for new operating lease liabilities	$	2,781		$	165
Weighted-average remaining lease term - operating leases (months)		88.4			22.9
Weighted-average discount rate - operating leases		9.05	%		6.83	%

Schedule of Lease Liabilities Mature

As of June 30, 2024, the Company’s lease liabilities mature as follows:

Fiscal Year:	Operating Leases
2024	$	290
2025		595
2026		592
2027		504
2028		510
Thereafter		1,767
Total lease payments		4,258
Less imputed interest		(1,188	)
Present value of lease liabilities	$	3,070

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 724	$ 331
Accounts receivable, net of allowance for credit losses of $1,737 and $1,595, respectively	3,223	2,948
Contract assets	252	273
Prepaid expenses and other current assets	525	893
Total current assets	4,724	4,445
Operating lease asset, non-current	2,941	340
Property and equipment, net	282	320
Total assets	7,947	5,105
Current liabilities:
Accounts payable	1,602	2,925
Accrued expenses and other current liabilities	2,041	1,951
Short-term cash advances	510	1,925
Current maturities of debt	7,391	4,360
Deferred payroll tax credits	1,751	1,751
Operating lease liability, current	341	99
Total current liabilities	13,636	13,551
Operating lease liability, non-current	2,729	225
Warant liabilities	54	3
Total liabilities	16,419	13,779
Stockholders’ Deficit
Common stock par value $0.0001 per shares, 300,000,000 authorized at June 30, 2024; 46,148,026 issued and outstanding as of June 30, 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	28,319	27,887
Accumulated deficit	(36,795)	(36,565)
Total stockholders’ deficit	(8,472)	(8,674)
Total liabilities and stockholders’ deficit	7,947	5,105
Related Party
Current liabilities:
Related party payable		$ 540

Fair Value Measurements (Details) - Schedule of Company’s Liabilities Measured at Fair Value - Fair Value, Recurring [Member] - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Liabilities:
Liabilities	$ 54	$ 3
Level 1 [Member]
Liabilities:
Liabilities		3
Level 2 [Member]
Liabilities:
Liabilities	54
Level 3 [Member]
Liabilities:
Liabilities
Public Warrants [Member]
Liabilities:
Liabilities	54	3
Public Warrants [Member] \| Level 1 [Member]
Liabilities:
Liabilities		3
Public Warrants [Member] \| Level 2 [Member]
Liabilities:
Liabilities	54
Public Warrants [Member] \| Level 3 [Member]
Liabilities:
Liabilities

Revenue Recognition (Details) - Schedule of Disaggregation of Revenue - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Revenue
Total revenue	$ 6,612	$ 7,214	$ 13,086	$ 14,371
Brand revenue [Member]
Revenue
Total revenue	111	210	170	505
Brand revenue [Member] \| United States [Member]
Revenue
Total revenue	110	197	169	491
Brand revenue [Member] \| Canada [Member]
Revenue
Total revenue	1	13	1	14
Retail revenue [Member]
Revenue
Total revenue	6,501	7,004	12,916	13,866
Retail revenue [Member] \| United States [Member]
Revenue
Total revenue	6,298	6,810	12,571	13,473
Retail revenue [Member] \| Canada [Member]
Revenue
Total revenue	$ 203	$ 194	$ 345	$ 393

- 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
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 924
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-Paragraph 1
-Subparagraph (SAB Topic 11.L)
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
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-Paragraph 30
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-URI https://asc.fasb.org/1943274/2147482810/280-10-50-30

Reference 9: 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 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
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-Paragraph 22
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-22

Reference 11: 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 12: 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 13: 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

Contract Assets

6 Months Ended

Jun. 30, 2024

Contract Assets and Liabilities [Abstract]

CONTRACT ASSETS

NOTE 13 – CONTRACT ASSETS

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

	June 30, 2024		December 31, 2023
	(unaudited)		(audited)
Deferred sales commissions	$	252	$	273

The movement in the contract assets during the six months ended June 30, 2024, and the year ended December 31, 2023, comprised the following (in thousands):

	June 30, 2024			December 31, 2023
	(unaudited)			(audited)
Contract assets at start of the period	$	273		$	333
Expense deferred during the period		82			165
(Less) amounts expensed during the period		(103	)		(225	)
Contract assets at end of the period	$	252		$	273

Benefit Plan (Details) - USD ($)	3 Months Ended		6 Months Ended
Benefit Plan (Details) - USD ($)	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Benefit Plan [Abstract]
Contributions amount	$ 94,000	$ 131,000	$ 190,000	$ 289,000

Leases (Details) - USD ($)	3 Months Ended		6 Months Ended		12 Months Ended
Leases (Details) - USD ($)	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2022
Leases [Line Items]
Lease term					98 months
Operating lease cost	$ 161,000	$ 93,000	$ 321,000	$ 226,000
Minimum [Member]
Leases [Line Items]
Leases require payments			4,000
Monthly rental payments					$ 38,000
Maximum [Member]
Leases [Line Items]
Leases require payments			$ 48,000
Monthly rental payments					$ 48,000

Accounts Receivable

6 Months Ended

Jun. 30, 2024

Accounts Receivable [Abstract]

ACCOUNTS RECEIVABLE

NOTE 3 – ACCOUNTS RECEIVABLE

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

	June 30, 2024			December 31, 2023
	(unaudited)			(audited)
Accounts receivable	$	3,988		$	3,690
Unbilled receivables		972			853
Total receivables		4,960			4,543
Less allowance for credit losses		(1,737	)		(1,595	)
Accounts receivable, net	$	3,223		$	2,948

Credit loss expense was $80,000 and $231,000 for the three months ended June 30, 2024, and 2023, respectively. Credit loss expense was $167,000 and $380,000 for the six months ended June 30, 2024, and 2023, respectively. The amounts are included in general and administrative expenses in the condensed consolidated statements of operations.

The following table details the activity related to the Company’s allowance for credit losses for the six months ending June 30, 2024 (in thousands).

	Allowance for credit losses
Outstanding balance, December 31, 2023	$	1,595
Current-period provision (release) for expected credit losses		167
Write-offs charged against the allowance, net of recoveries and other		(25	)
Outstanding balance, June 30, 2024	$	1,737

Leases

6 Months Ended

Jun. 30, 2024

Leases [Abstract]

LEASES

NOTE 15 – 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.

As of June 30, 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):

	June 30, 2024		December 31, 2023
	(unaudited)		(audited)
Balance Sheet
Assets:
Right of use asset - operating lease	$	2,941	$	340
Liabilities:
Current	$	341	$	99
Non-current		2,729		225
Total operating lease liability	$	3,070	$	324

For the three months ended June 30, 2024, and 2023, the Company’s operating lease cost was $161,000 and $93,000, respectively. For the six months ended June 30, 2024, and 2023, the Company’s operating lease cost was $321,000 and $226,000, respectively. Other information pertaining to capitalized assets and liabilities under the leasing standard is as follows (in thousands):

	Six Months Ended June 30, 2024			Six Months Ended June 30, 2023
Other information
Operating lease cost	$	321		$	226
Operating cash flows paid to operating leases	$	175		$	235
Right-of-use assets in exchange for new operating lease liabilities	$	2,781		$	165
Weighted-average remaining lease term - operating leases (months)		88.4			22.9
Weighted-average discount rate - operating leases		9.05	%		6.83	%

As of June 30, 2024, the Company’s lease liabilities mature as follows:

Fiscal Year:	Operating Leases
2024	$	290
2025		595
2026		592
2027		504
2028		510
Thereafter		1,767
Total lease payments		4,258
Less imputed interest		(1,188	)
Present value of lease liabilities	$	3,070

Stock Based Compensation (Details) - Schedule of Restricted Stock Units Outstanding - Restricted Stock Units Outstanding [Member] - $ / shares		6 Months Ended	12 Months Ended
	Dec. 31, 2022	Jun. 30, 2024	Dec. 31, 2023
Stock Based Compensation (Details) - Schedule of Restricted Stock Units Outstanding [Line Items]
Number of RSUs, Outstanding Balance	725,000	2,975,179	2,211,509
Weighted Average Fair Value, Outstanding Balance	$ 1.97	$ 0.53	$ 0.8
Weighted Average Vesting, Outstanding Balance	2 years 6 months	2 years 2 months 12 days	2 years 2 months 12 days
Number of RSUs, RSU’s granted		1,382,500	1,989,000
Weighted Average Fair Value, RSU’s granted		$ 0.14	$ 0.56
Number of RSUs, RSU’s forfeited and cancelled		(65,668)	(276,836)
Weighted Average Fair Value, RSU’s forfeited and cancelled		$ 1.22	$ 1.28
Number of RSUs, RSU’s vested and common stock issued		(553,162)	(225,655)
Weighted Average Fair Value, RSU’s vested and common stock issued		$ 0.58	$ 1.97

Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Cash flows from operating activities
Net loss	$ (230)	$ (4,290)
Adjustments to reconcile net loss to net cash used in operating activities:
Gain on note repurchase	(1,573)
Non-cash interest expense	108
Depreciation and amortization	101	131
Discount amortization on convertible note		482
Amortization of debt financing costs	203
Stock-based compensation expense	395	367
Credit loss expense	167	380
Accrued interest on convertible notes	293	(10)
Amortization of operating lease right of use assets	180	121
Change in fair value of warrants	51	89
Changes in operating assets and liabilities:
Accounts receivable	(442)	(1,493)
Prepaid expenses and other current assets	368	(68)
Contract assets	21	21
Accounts payable and other liabilities	(1,528)	471
Operating lease liabilities	(35)	(130)
Deferred payroll tax credits		1,442
Deferred revenue	2	(76)
Net cash used in operating activities	(1,919)	(2,563)
Cash flows from investing activities
Purchase of convertible note		(6)
Purchases of property and equipment	(63)	(84)
Net cash used in investing activities	(63)	(90)
Cash flows from financing activities
Proceeds from issuance of convertible notes	6,400
Repayment of convertible notes	(2,895)	(2,913)
Proceeds from the issuance of term notes	1,600
Repayment of short-term cash advances	(1,415)
Repayment of related party payable	(540)
Cost of convertible and term note issuance	(775)
Proceeds from issuance of common stock		2,661
Cost of equity issuance		(189)
Proceeds from exercise of stock options		274
Net cash provided by (used in) financing activities	2,375	(167)
Net increase/(decrease) in cash and cash equivalents	393	(2,820)
Cash and cash equivalents, at beginning of the period	331	3,546
Cash and cash equivalents, at end of the period	724	726
Supplemental cash flows disclosures
Interest paid	847	248
Common stock issued for services rendered relating to debt financing	37
Cost of equity issuance deducted from proceeds		342
Accrued cost of equity issuance		88
Obtaining a right-of-use asset in exchange for a lease liability	2,781	165
Conversion of convertible note and outstanding interest into common stock		$ 1,250

Related Party Transactions (Details) - USD ($)		6 Months Ended
Related Party Transactions (Details) - USD ($)	Jan. 23, 2024	Jun. 30, 2024	Dec. 31, 2023
Related Party [Member]
Related Party Transactions [Line Items]
Related party payable			$ 540,000
Term Note [Member]
Related Party Transactions [Line Items]
Secured term notes		12.00%
8.00 % Convertible Notes [Member]
Related Party Transactions [Line Items]
Secured term notes		8.00%
Convertible Debt [Member]
Related Party Transactions [Line Items]
Secured term notes		8.00%
Convertible Debt [Member] \| Term Note [Member]
Related Party Transactions [Line Items]
Principal amount	$ 6,400,000
Secured term notes	8.00%
Convertible Debt [Member] \| Term Note [Member] \| Related Party [Member]
Related Party Transactions [Line Items]
Secured term notes	8.00%
Convertible Debt [Member] \| 8.00 % Convertible Notes [Member]
Related Party Transactions [Line Items]
Secured term notes		8.00%
Secured Debt [Member]
Related Party Transactions [Line Items]
Secured term notes		12.00%
Secured convertible notes	$ 6,250
Secured Debt [Member] \| Related Party [Member]
Related Party Transactions [Line Items]
Secured term notes	12.00%
Secured Debt [Member] \| Term Note [Member]
Related Party Transactions [Line Items]
Principal amount	$ 1,600,000
Secured term notes	12.00%	12.00%
Secured Debt [Member] \| Term Note [Member] \| Director [Member]
Related Party Transactions [Line Items]
Secured convertible notes		$ 5,200,000
Chief Executive Officer [Member] \| Convertible Debt [Member] \| 8.00 % Convertible Notes [Member]
Related Party Transactions [Line Items]
Secured term notes	8.00%
Secured convertible notes	$ 320,000
Chief Executive Officer [Member] \| Secured Debt [Member] \| Term Note [Member]
Related Party Transactions [Line Items]
Secured term notes	12.00%
Secured convertible notes	$ 80,000
Chief Financial Officer [Member] \| Convertible Debt [Member] \| 8.00 % Convertible Notes [Member]
Related Party Transactions [Line Items]
Secured term notes	8.00%
Secured convertible notes	$ 25,000
Director [Member] \| Convertible Debt [Member] \| Term Note [Member]
Related Party Transactions [Line Items]
Secured term notes		8.00%
Director [Member] \| Convertible Debt [Member] \| 8.00 % Convertible Notes [Member]
Related Party Transactions [Line Items]
Secured convertible notes		$ 1,300,000
Director [Member] \| Secured Debt [Member] \| Term Note [Member]
Related Party Transactions [Line Items]
Secured term notes		12.00%

Property and Equipment

6 Months Ended

Jun. 30, 2024

Property and Equipment [Abstract]

PROPERTY AND EQUIPMENT

NOTE 5 – PROPERTY AND EQUIPMENT

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

	June 30, 2024			December 31, 2023
	(unaudited)			(audited)
Computer equipment	$	452		$	416
Furniture and fixtures		178			149
Data warehouse		286			286
Software		196			197
Total cost		1,112			1,048
Less accumulated depreciation and amortization		(830	)		(728	)
Property and equipment, net	$	282		$	320

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

Depreciation and amortization expense for the three and six months ended June 30, 2024, was $47,000 and $101,000, respectively. Depreciation and amortization expense for the three and six months ended June 30, 2023, was $64,000 and $131,000, respectively. The amounts are included in general and administrative expenses in the condensed consolidated statements of operations.

Net Loss Per Share (Details) - shares	Jun. 30, 2024	Dec. 31, 2023	Jun. 30, 2023
Net Income (Loss) Per Share [Abstract]
Common stock, shares outstanding	46,148,026	45,339,762	41,402,847
Common stock, shares issued	46,148,026	45,339,762	41,402,847

Revenue Recognition (Details)	6 Months Ended
Revenue Recognition (Details)	Jun. 30, 2024
United States [Member] \| Geographic Concentration Risk [Member] \| Revenue from Contract with Customer Benchmark [Member]
Revenue Recognition (Details) [Line Items]
Revenue percentage	97.00%

Prepaid Expenses and Other Current Assets (Details) - Schedule of Prepaid Expenses and Other Current Assets - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Schedule of Prepaid Expenses and Other Current Assets [Abstract]
Prepaid insurance	$ 102	$ 379
Other prepaid expense	334	425
Deposits	89	89
Total	$ 525	$ 893

Contract Assets (Details) - Schedule of Contract Assets - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023	Dec. 31, 2022
Schedule of Contract Assets [Abstract]
Deferred sales commissions	$ 252	$ 273	$ 333

Accrued Expenses and Other Liabilities

6 Months Ended

Jun. 30, 2024

Accrued Expenses and Other Liabilities [Abstract]

ACCRUED EXPENSES AND OTHER LIABILITIES

NOTE 7 – ACCRUED EXPENSES AND OTHER LIABILITIES

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

	June 30, 2024		December 31, 2023
	(unaudited)		(audited)
Accrued wages, commission and bonus	$	302	$	393
Accrued professional fees		38		176
Deferred financial advisory fees		1,000		1,000
Other liabilities		701		382
	$	2,041	$	1,951

Cover - shares	6 Months Ended
Cover - shares	Jun. 30, 2024	Aug. 12, 2024
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Entity Interactive Data Current	Yes
Amendment Flag	false
Document Period End Date	Jun. 30, 2024
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q2
Entity Information [Line Items]
Entity Registrant Name	SPRINGBIG HOLDINGS, INC.
Entity Central Index Key	0001801602
Entity File Number	001-40049
Entity Tax Identification Number	88-2789488
Entity Incorporation, State or Country Code	DE
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Shell Company	false
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Contact Personnel [Line Items]
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
Entity Phone Fax Numbers [Line Items]
City Area Code	(800)
Local Phone Number	772-9172
Entity Listings [Line Items]
Title of 12(b) Security	None
No Trading Symbol Flag	true
Entity Common Stock, Shares Outstanding		46,315,018

Accounts Receivable (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
Accounts Receivable (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Accounts Receivable [Abstract]
Credit loss expense	$ 80	$ 231	$ 167	$ 380

Convertible Note Receivable (Details) - USD ($) $ in Thousands		3 Months Ended		6 Months Ended
	Dec. 31, 2023	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Apr. 30, 2022
Convertible Note Receivable [Line Items]
Fair value	$ 0
Interest expense		$ 544	$ 323	$ 1,419	$ 714
Convertible Note [Member]
Convertible Note Receivable [Line Items]
Accrued interest rate						5.00%
Principal amount						$ 250
Interest expense	22
Loss on convertible debt	$ 272

- Definition

Amount of interest expense classified as operating and nonoperating. Includes, but is not limited to, cost of borrowing accounted for as interest expense.

+ References + Details

Leases (Details) - Schedule of Operating Lease Cost - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Other information
Operating lease cost	$ 161,000	$ 93,000	$ 321,000	$ 226,000
Operating cash flows paid to operating leases			175,000	235,000
Right-of-use assets in exchange for new operating lease liabilities			$ 2,781,000	$ 165,000
Weighted-average remaining lease term - operating leases (months)	88 months 12 days	22 months 27 days	88 months 12 days	22 months 27 days
Weighted-average discount rate - operating leases	9.05%	6.83%	9.05%	6.83%

Condensed Consolidated Statements of Operations (Unaudited) (Parentheticals) - $ / shares	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Income Statement [Abstract]
Diluted	$ (0.01)	$ (0.06)	$ (0.01)	$ (0.15)
Diluted	45,721,610	31,489,803	45,576,941	29,159,766

- Definition

The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

+ References

+ Details

Stock Based Compensation (Details) - Schedule of Stock Options Outstanding - $ / shares		6 Months Ended
	Dec. 31, 2023	Jun. 30, 2024
Schedule of Stock Options Outstanding [Abstract]
Number of Options, Options granted
Weighted Average Exercise Price (per share), Options granted
Number of Options, Options exercised
Weighted Average Exercise Price (per share), Options exercised
Number of Options, Options forfeited and cancelled		(8,892)
Weighted Average Exercise Price (per share), Options forfeited and cancelled		$ 1.26
Number of Options, Options Outstanding Balance	2,271,894	2,263,002
Weighted Average Exercise Price (per share), Outstanding Balance at Beginning	$ 0.57	$ 0.57
Number of Options, Options Vested and Exercisable Outstanding Balance	2,244,102	2,263,002
Weighted Average Remaining Contractual Life, Options Vested and Exercisable Outstanding Balance	4 years 9 months 21 days	4 years 3 months 25 days
Weighted Average Exercise Price, Options Vested and Exercisable Outstanding Ending Balance	$ 0.56	$ 0.57

Net Loss Per Share

6 Months Ended

Jun. 30, 2024

Net Income (Loss) Per Share [Abstract]

NET LOSS PER SHARE

NOTE 19 – NET LOSS PER SHARE

As of June 30, 2024, and 2023, there were 46,148,026 and 41,402,847 shares of common stock issued and outstanding, respectively.

Basic net loss per share is computed by dividing the net loss by the weighted-average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by giving effect to all potential shares of common stock, including outstanding stock options. Basic and diluted net loss per share was the same for each period presented, given there are losses during the period, the inclusion of all potential common shares outstanding would have been anti-dilutive.

The following table reconciles actual basic and diluted earnings per share for the six months ended June 30, 2024, and 2023, respectively (in thousands, except share and per share data).

	Three Months Ended June 30,						Six Months Ended June 30,
	2024			2023			2024			2023
Loss per share:
Numerator:
Net loss	$	(647	)	$	(2,028	)	$	(230	)	$	(4,290	)
Denominator:
Weighted-average common shares outstanding
Basic and diluted		45,721,610			31,489,803			45,576,941			29,159,766
Net loss per common share
Basic and diluted	$	(0.01	)	$	(0.06	)	$	(0.01	)	$	(0.15	)

The anti-dilutive securities excluded from the weighted-average shares used to calculate the diluted net loss per common share for the three months and six months ended June 30, 2024, and the net loss per common share for the three and six months ended June 30, 2023, were as follows:

	Six Months Ended June 30,
	2024		2023
Shares unvested and subject to exercise of stock options		-		96,345
Shares subject to outstanding common stock options		2,263,002		2,545,299
Shares subject to convertible notes stock conversion		42,666,667		5,636,928
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		2,975,179		2,600,500

Revenue Recognition

6 Months Ended

Jun. 30, 2024

Revenue Recognition [Abstract]

REVENUE RECOGNITION

NOTE 12 – REVENUE RECOGNITION

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

	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Revenue
Brand revenue	$	111	$	210	$	170	$	505
Retail revenue		6,501		7,004		12,916		13,866
	$	6,612	$	7,214	$	13,086	$	14,371

Geographic Information

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

	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Brand revenue
United States	$	110	$	197	$	169	$	491
Canada		1		13		1		14
Retail revenue
United States		6,298		6,810		12,571		13,473
Canada		203		194		345		393
	$	6,612	$	7,214	$	13,086	$	14,371

Revenues by geography are generally based on the country of the Company’s contracting entity. Total United States revenue was approximately 97% of total revenue for the six months ended June 30, 2024, and June 30, 2023, respectively.

- Definition

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

+ References

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

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

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

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

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

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

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

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

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

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

+ Details

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ (647)	$ (2,028)	$ (230)	$ (4,290)

- Definition

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

+ References

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+ Details

Leases (Details) - Schedule of Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Assets:
Right of use asset - operating lease	$ 2,941	$ 340
Liabilities:
Current	341	99
Non-current	2,729	225
Total operating lease liability	$ 3,070	$ 324

Benefit Plan

6 Months Ended

Jun. 30, 2024

Benefit Plan [Abstract]

BENEFIT PLAN

NOTE 20 – 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 $94,000 and $190,000 for the three and six months ended June 30, 2024, respectively. For the three and six months ended June 30, 2023, Company matching contributions were $131,000 and $289,000, respectively.

- Definition

The entire disclosure for retirement benefits.

+ References

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+ Details

Long-Term Debt (Tables)

6 Months Ended

Jun. 30, 2024

Long-Term Debt [Abstract]

Schedule of Components of Outstanding Debt

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

	June 30, 2024			December 31, 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		(609	)		-
	$	7,391		$	-

- Definition

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

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+ Details

Contract Assets (Tables)

6 Months Ended

Jun. 30, 2024

Contract Assets and Liabilities [Abstract]

Schedule of Contract Assets

Contract assets consisted of the following

	June 30, 2024		December 31, 2023
	(unaudited)		(audited)
Deferred sales commissions	$	252	$	273

Schedule of Movement in the Contract Assets

The movement in the contract assets during the six months ended June 30, 2024, and the year ended December 31, 2023, comprised the following

	June 30, 2024			December 31, 2023
	(unaudited)			(audited)
Contract assets at start of the period	$	273		$	333
Expense deferred during the period		82			165
(Less) amounts expensed during the period		(103	)		(225	)
Contract assets at end of the period	$	252		$	273

Accounting Policies, by Policy (Policies)	6 Months Ended
Accounting Policies, by Policy (Policies)	Jun. 30, 2024
Summary of Significant Accounting Policies [Abstract]
Principles of Consolidation and Basis of Presentation	*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 and six months ended June 30, 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	*Going Concern and Liquidity* Historically, the Company has incurred losses, which has resulted in an accumulated deficit of approximately $36.8 million as of June 30, 2024. Cash flows used in operating activities were $1.9 million for the six months ended June 30, 2024. As of June 30, 2024, the Company had a working capital deficit of approximately $8.9 million, inclusive of $0.7 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, including, 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. At June 30, 2024, and continuing at the date this report was issued, the Company’s cash balance is below $1 million and therefore the Company is in default pursuant to the terms of the 12% Secured Term Notes and 8% Secured Convertible Notes. The Note holders have the right at their option, which they have not exercised at the date this report was issued, to declare the entire principal amounts outstanding to be due and payable on demand at any time until the default is cured at such time as the Company cash balance is in excess of $1 million. At any time that the Company is in default an incremental amount of interest equivalent to 8% per annum is payable on the 12% Secured Term Notes and 8% Secured Convertible Notes. The Company has classified the Notes as a current liability at June 30, 2024, due to being in default. Given that until the default is cured, the Note holders have the right to declare the entire principal amounts outstanding to be due and payable, we concluded that until such time there was substantial doubt about our ability to continue to operate as a going concern for the 12 months following the issuance of the accompanying condensed consolidated financial statements. 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	*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 the Company have used 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. The Company reviews these estimates and assumptions periodically and reflects on the effects of revisions in the period that 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), warrants and allowance for credit losses have the greatest potential impact on our consolidated financial statements. Therefore, the Company consider the policies related to these financial areas to be 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.
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. We had one customer representing 14% of our total revenues for the six months ended June 30, 2024, and the same customer represented more than 12% of total revenues for the six months ended June 30, 2023. At June 30, 2024, we had two customers representing 32% of accounts receivable and the same two customers represented 30% of accounts receivable at December 31, 2023. We had one vendor representing 89% of cost of goods sold for the six months ended June 30, 2024, and the same vendor represented 80% of cost of goods sold for the six months ended June 30, 2023. We had one vendor representing 32% of accounts payable as of June 30, 2024. At December 31, 2023, two vendors represented 30% of accounts payable.
Deferred Financing Costs	*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	*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. As of June 30, 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 $0.2 million as of June 30, 2024. We monitor the financial condition of such institution and have not experienced any losses associated with these accounts.
Allowance for Credit Losses	*Allowance for Credit Losses* The Company’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.

Leases (Details) - Schedule of Lease Liabilities Mature - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Schedule of Lease Liabilities Mature [Abstract]
2024	$ 290
2025	595
2026	592
2027	504
2028	510
Thereafter	1,767
Total lease payments	4,258
Less imputed interest	(1,188)
Present value of lease liabilities	$ 3,070	$ 324

Long-Term Debt

6 Months Ended

Jun. 30, 2024

Long-Term Debt [Abstract]

LONG-TERM DEBT

NOTE 9 – LONG-TERM DEBT

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

	June 30, 2024			December 31, 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		(609	)		-
	$	7,391		$	-

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.

Pursuant to the terms of the 12% Secured Term Notes and 8% Secured Convertible Notes, which rank pari passu, the Company is required to maintain a minimum cash balance of $1 million and if this covenant is not satisfied the Company is in default, and the Note holders have default-rights including at their option the right to declare the entire principal amount to become due and payable and that upon the occurrence of any default an incremental 8% interest shall accrue on the 12% Secured Term Notes and 8% Secured Convertible Notes.

At June 30, 2024, the Company cash balance is below the $1 million minimum cash covenant and therefore the debt has been classified in the balance sheet at June 30, 2024, as a current liability.

The Note holders initially waived the incremental default interest until on August 12, 2024, delivering to the Company written notice that they are no longer waiving the incremental default interest. Therefore, the Company will be accruing incremental interest of 8% until the default is cured. The Note holders have not delivered to the Company written notice exercising their option to declare the Notes due and payable.

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 interest expense for the three and six months ended June 30, 2024, of $176,000 and $293,000 respectively, in connection with the 12% Secured Term Notes and 8% Secured Convertible Notes.

Long-Term Debt (Details) - USD ($)	3 Months Ended	6 Months Ended
Long-Term Debt (Details) - USD ($)	Jun. 30, 2024	Jun. 30, 2024	Jan. 23, 2024
Term Note [Member]
Long-Term Debt [Line Items]
Secured term notes	12.00%	12.00%
Secured Term Notes [Member]
Long-Term Debt [Line Items]
Secured term notes	12.00%	12.00%
8% Secured Convertible Notes [Member]
Long-Term Debt [Line Items]
Incremental interest rate		8.00%
Minimum cash balance (in Dollars)		$ 1,000,000
12% Secured Term Notes [Member]
Long-Term Debt [Line Items]
Incremental interest rate		8.00%
Minimum cash balance (in Dollars)		$ 1,000,000
8.00 % Convertible Notes [Member]
Long-Term Debt [Line Items]
Secured term notes	8.00%	8.00%
Secured Debt [Member]
Long-Term Debt [Line Items]
Secured term notes	12.00%	12.00%
Secured Debt [Member] \| Term Note [Member]
Long-Term Debt [Line Items]
Aggregate principal amount (in Dollars)			$ 1,600,000
Secured term notes	12.00%	12.00%	12.00%
Secured Debt [Member] \| Secured Convertible Notes [Member]
Long-Term Debt [Line Items]
Secured term notes	8.00%	8.00%
Convertible Debt [Member]
Long-Term Debt [Line Items]
Secured term notes	8.00%	8.00%
Incremental interest rate		8.00%
Minimum cash (in Dollars)	$ 1,000,000	$ 1,000,000
Interest expense (in Dollars)	$ 176,000	$ 293,000
Convertible Debt [Member] \| Term Note [Member]
Long-Term Debt [Line Items]
Aggregate principal amount (in Dollars)			$ 6,400,000
Secured term notes			8.00%
Convertible Debt [Member] \| 8.00 % Convertible Notes [Member]
Long-Term Debt [Line Items]
Secured term notes	8.00%	8.00%
Conversion price per share (in Dollars per share)	$ 0.15	$ 0.15
Common Stock [Member] \| Secured Convertible Notes [Member]
Long-Term Debt [Line Items]
Secured term notes	8.00%	8.00%

Commitments and Contingencies

6 Months Ended

Jun. 30, 2024

Commitments And Contingencies [Abstract]

COMMITMENTS AND CONTINGENCIES

NOTE 16 – 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 six months ended June 30, 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.

Description of Business (Details)	Jun. 30, 2024
Description of Business [Abstract]
Number of subsidiaries	1

Fair Value Measurements (Details)	6 Months Ended
Fair Value Measurements (Details)	Jun. 30, 2024 USD ($) $ / shares shares
Fair Value Measurements [Line Items]
Fair value of warrants (in Dollars) \| $	$ 54,400
Public Warrants [Member]
Fair Value Measurements [Line Items]
Closing price per share	0.0034
Class A ordinary shares [Member]
Fair Value Measurements [Line Items]
Exercise price of warrants (in Dollars per share) \| $ / shares	$ 11.5
Number of shares issuable per each warrant	1
Class A ordinary shares [Member] \| Warrant liabilities [Member]
Fair Value Measurements [Line Items]
Warrants outstanding	10,000,000
Exercise price of warrants (in Dollars per share) \| $ / shares	$ 11.5
Private Placement [Member]
Fair Value Measurements [Line Items]
Warrants outstanding	6,000,000

Fair Value Measurements

6 Months Ended

Jun. 30, 2024

Fair Value Measurements [Abstract]

FAIR VALUE MEASUREMENTS

NOTE 17 – 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 June 30, 2024, are as follows (in thousands):

	Level 1		Level 2		Level 3		Total Fair Value
Liabilities:
Public warrants		-		54		-		54
	$	-	$	54	$	-	$	54

Given the limited trading volumes for the public warrants, there were certain transfers of financial liabilities between Level 1 and Level 2 during the six months ended June 30, 2024.

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 June 30, 2024, the calculation is consistent with ASC 820, Fair Value Measurement, with changes in fair value recorded in current earnings.

At June 30, 2024, the value of the public warrants was approximately $54,400 using a closing price of $0.0034.

Changes in Fair Value

The following tables provides a roll-forward in the changes in fair value in the public warrants for the six months ended June 30, 2024 (in thousands):

Balance, January 1, 2024	$	3
Change in fair value		51
Balance, June 30, 2024	$	54
Change in fair value included in earnings for the period relating to liabilities held at June 30, 2024	$	51

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.

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+ Details

Long-Term Debt (Details) - Schedule of Components of Outstanding Debt - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Debt Instrument [Line Items]
Outstanding debt	$ 8,000
Less deferred financing fees, net	(609)
Total	7,391
Secured Term Notes [Member]
Debt Instrument [Line Items]
Outstanding debt	1,600
Secured Convertible Notes [Member]
Debt Instrument [Line Items]
Outstanding debt	$ 6,400

- 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.

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-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1E

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1F
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1F

Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1F
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1F

Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Section 50
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-Subparagraph (b)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1F

Reference 24: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1F
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1F

Reference 25: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1I

Reference 26: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 835
-SubTopic 30
-Name Accounting Standards Codification
-Section 45
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482925/835-30-45-2

Reference 27: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 835
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482900/835-30-50-1

+ Details

- Definition

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

+ References + Details

Revenue Recognition (Tables)

6 Months Ended

Jun. 30, 2024

Revenue Recognition [Abstract]

Schedule of Disaggregation of Revenue

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

	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Revenue
Brand revenue	$	111	$	210	$	170	$	505
Retail revenue		6,501		7,004		12,916		13,866
	$	6,612	$	7,214	$	13,086	$	14,371

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

	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Brand revenue
United States	$	110	$	197	$	169	$	491
Canada		1		13		1		14
Retail revenue
United States		6,298		6,810		12,571		13,473
Canada		203		194		345		393
	$	6,612	$	7,214	$	13,086	$	14,371

Convertible Note Receivable

6 Months Ended

Jun. 30, 2024

Convertible Note Receivable [Abstract]

CONVERTIBLE NOTE RECEIVABLE

NOTE 6 – 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.

Accrued Expenses and Other Liabilities (Tables)

6 Months Ended

Jun. 30, 2024

Accrued Expenses and Other Liabilities [Abstract]

Schedule of Accrued Expenses and Other Current Liabilities

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

	June 30, 2024		December 31, 2023
	(unaudited)		(audited)
Accrued wages, commission and bonus	$	302	$	393
Accrued professional fees		38		176
Deferred financial advisory fees		1,000		1,000
Other liabilities		701		382
	$	2,041	$	1,951

Commitments and Contingencies (Details) $ in Millions	6 Months Ended
Commitments and Contingencies (Details) $ in Millions	Jun. 30, 2023 USD ($)
Commitments and Contingencies (Details) [Line Items]
Proceeds from tax credits	$ 2.0
Offset Related to Operating Expenses	0.6
Deferred Recognition [Member]
Commitments and Contingencies (Details) [Line Items]
Current liabilities	$ 1.4

Property and Equipment (Tables)

6 Months Ended

Jun. 30, 2024

Property and Equipment [Abstract]

Schedule of Property and Equipment

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

	June 30, 2024			December 31, 2023
	(unaudited)			(audited)
Computer equipment	$	452		$	416
Furniture and fixtures		178			149
Data warehouse		286			286
Software		196			197
Total cost		1,112			1,048
Less accumulated depreciation and amortization		(830	)		(728	)
Property and equipment, net	$	282		$	320

Accounts Receivable (Details) - Schedule of Accounts Receivable, Net - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Schedule of Accounts Receivable, Net [Abstract]
Accounts receivable	$ 3,988	$ 3,690
Unbilled receivables	972	853
Total receivables	4,960	4,543
Less allowance for credit losses	(1,737)	(1,595)
Accounts receivable, net	$ 3,223	$ 2,948

Condensed Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
Allowance for credit losses (in Dollars)	$ 1,737	$ 1,595
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	300,000,000	300,000,000
Common stock, shares, issued	46,148,026	45,339,762
Common stock, shares,outstanding	46,148,026	45,339,762

Condensed Consolidated Statements of Changes in Stockholder’s Deficit (Unaudited) - USD ($)
$ in Thousands

Common Stock

Additional Paid-in- Capital

Accumulated Deficit

Total

Balance at beginning at Dec. 31, 2022

$ 3

$ 22,701

$ (26,332)

$ (3,628)

Balance at beginning (in Shares) at Dec. 31, 2022

26,659,711

Stock-based compensation

367

Exercise of stock options

274

Exercise of stock options (in Shares)

727,233

Issue of common stock

^[1]

$ 1

2,383

2,384

Issue of common stock (in Shares)

^[1]

9,900,000

Issue of common stock

^[2]

1,250

Issue of common stock (in Shares)

^[2]

4,115,903

Net loss

(4,290)

Balance at Ending at Jun. 30, 2023

$ 4

26,975

(30,622)

$ (3,643)

Balance at Ending (in Shares) at Jun. 30, 2023

41,402,847

Balance at beginning at Mar. 31, 2023

$ 3

22,976

(28,594)

$ (5,615)

Balance at beginning (in Shares) at Mar. 31, 2023

26,940,841

Stock-based compensation

205

Exercise of stock options

161

Exercise of stock options (in Shares)

446,103

Issue of common stock

^[3]

$ 1

2,383

2,384

Issue of common stock (in Shares)

^[3]

9,900,000

Issue of common stock

^[4]

1,250

Issue of common stock (in Shares)

^[4]

4,115,903

Net loss

(2,028)

Balance at Ending at Jun. 30, 2023

$ 4

26,975

(30,622)

$ (3,643)

Balance at Ending (in Shares) at Jun. 30, 2023

41,402,847

Balance at beginning at Dec. 31, 2023

$ 4

27,887

(36,565)

$ (8,674)

Balance at beginning (in Shares) at Dec. 31, 2023

45,339,762

Stock-based compensation

395

$ 395

Exercise of stock options (in Shares)

RSU vesting

RSU vesting (in Shares)

553,162

Issue of common stock

^[5]

Issue of common stock (in Shares)

^[5]

255,102

Net loss

(230)

Balance at Ending at Jun. 30, 2024

$ 4

28,319

(36,795)

$ (8,472)

Balance at Ending (in Shares) at Jun. 30, 2024

46,148,026

Balance at beginning at Mar. 31, 2024

$ 4

28,119

(36,148)

$ (8,025)

Balance at beginning (in Shares) at Mar. 31, 2024

45,594,864

Stock-based compensation

200

RSU vesting

RSU vesting (in Shares)

553,162

Net loss

(647)

Balance at Ending at Jun. 30, 2024

$ 4

$ 28,319

$ (36,795)

$ (8,472)

Balance at Ending (in Shares) at Jun. 30, 2024

46,148,026

[1]	Equity raise for cash, net of issuance costs
[2]	Conversion of Senior Secured Convertible Notes in exchange for common shares
[3]	Equity raise for cash, net of issuance costs
[4]	Conversion of Senior Secured Convertible Notes in exchange for common shares
[5]	Common shares issued in exchange for services rendered

Prepaid Expenses and Other Current Assets

6 Months Ended

Jun. 30, 2024

Prepaid Expenses and Other Current Assets [Abstract]

PREPAID EXPENSES AND OTHER CURRENT ASSETS

NOTE 4 – PREPAID EXPENSES AND OTHER CURRENT ASSETS

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

	June 30, 2024		December 31, 2023
	(unaudited)		(audited)
Prepaid insurance	$	102	$	379
Other prepaid expense		334		425
Deposits		89		89
	$	525	$	893

Stockholders' Equity

6 Months Ended

Jun. 30, 2024

Stockholders' Equity [Abstract]

STOCKHOLDERS’ EQUITY

NOTE 18 – 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:

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;

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

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/1943274/2147477968/946-235-50-2

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/1943274/2147477968/946-235-50-2

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/1943274/2147478448/946-505-50-6

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

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

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

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

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
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-Publisher FASB
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

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

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

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Section 50
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-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-14

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

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
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-Section 50
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-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-18

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

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

+ Details

Accounts Receivable (Tables)

6 Months Ended

Jun. 30, 2024

Accounts Receivable [Abstract]

Schedule of Accounts Receivable, Net

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

	June 30, 2024			December 31, 2023
	(unaudited)			(audited)
Accounts receivable	$	3,988		$	3,690
Unbilled receivables		972			853
Total receivables		4,960			4,543
Less allowance for credit losses		(1,737	)		(1,595	)
Accounts receivable, net	$	3,223		$	2,948

Schedule of Allowance for Credit Losses

The following table details the activity related to the Company’s allowance for credit losses for the six months ending June 30, 2024 (in thousands).

	Allowance for credit losses
Outstanding balance, December 31, 2023	$	1,595
Current-period provision (release) for expected credit losses		167
Write-offs charged against the allowance, net of recoveries and other		(25	)
Outstanding balance, June 30, 2024	$	1,737

Fair Value Measurements (Tables)

6 Months Ended

Jun. 30, 2024

Fair Value Measurements [Abstract]

Schedule of Company’s Liabilities Measured at Fair Value

The balances of the Company’s liabilities measured at fair value on a recurring basis as of June 30, 2024, are as follows (in thousands):

	Level 1		Level 2		Level 3		Total Fair Value
Liabilities:
Public warrants		-		54		-		54
	$	-	$	54	$	-	$	54

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 six months ended June 30, 2024 (in thousands):

Balance, January 1, 2024	$	3
Change in fair value		51
Balance, June 30, 2024	$	54
Change in fair value included in earnings for the period relating to liabilities held at June 30, 2024	$	51

Related Party Transactions

6 Months Ended

Jun. 30, 2024

RELATED PARTY TRANSACTIONS

NOTE 8 – RELATED PARTY TRANSACTIONS

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 three members of the board of directors at June 30, 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
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1
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-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/1943274/2147479134/946-220-S99-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Name Accounting Standards Codification
-Section S99
-Paragraph 1
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
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-URI https://asc.fasb.org/850/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
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-Section 50
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-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
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

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

+ Details

Long-Term Debt (Details) - Schedule of Components of Outstanding Debt (Parentheticals)	Jun. 30, 2024	Dec. 31, 2023
Secured Term Notes [Member]
Debt Instrument [Line Items]
Interest rate	12.00%	12.00%
Secured Convertible Notes [Member]
Debt Instrument [Line Items]
Interest rate	8.00%	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

+ Details

Stock Based Compensation

6 Months Ended

Jun. 30, 2024

Stock Based Compensation [Abstract]

STOCK BASED COMPENSATION

NOTE 14 – 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 June 30, 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 June 30, 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 and cancelled		(8,892	)	$	1.26
Outstanding Balance, June 30, 2024		2,263,002		$	0.57		2,263,002		4.32	$	0.57

During the three and six months ended June 30, 2024, $18,000 and $35,000 of compensation expense was recorded in connection with the Legacy Incentive Plan, respectively. During the three and six months ended June 30, 2023, $30,000 and $61,000 of compensation expense was recorded in connection with the Legacy Incentive Plan, respectively These charges are recorded in administrative expense on the condensed consolidated statements of operations.

No options were exercised during the six months ended June 30, 2024. As of June 30, 2024, the intrinsic value of the 2,263,002 options outstanding and exercisable was $0. As of June 30, 2024, all options are vested and exercisable and the total compensation cost related to non-vested awards not yet recognized was $0.

The following table summarizes information on Restricted Stock Units outstanding as of June 30, 2024, under the 2022 Incentive Plan:

	Restricted Stock Units Outstanding
	Number of RSU’s			Weighted Average Fair Value (per share)		Weighted Average Vesting (years)
Outstanding Balance, December 31, 2022		725,000		$	1.97		2.5
RSU’s granted		1,989,000		$	0.56
RSU’s forfeited and cancelled		(276,836	)	$	1.28
RSU’s vested and common stock issued		(225,655	)	$	1.97
Outstanding Balance, December 31, 2023		2,211,509		$	0.80		2.2
RSU’s granted		1,382,500		$	0.14
RSU’s forfeited and cancelled		(65,668	)	$	1.22
RSU’s vested and common stock issued		(553,162	)	$	0.58
Outstanding Balance, June 30, 2024		2,975,179		$	0.53		2.2

During the three and six months ended June 30, 2024, compensation expense recorded in connection with the 2022 Incentive Plan was $182,000 and $360,000, respectively. During the three and six months ended June 30, 2023, compensation expense recorded in connection with the 2022 Incentive Plan was $175,000 and $306,000, 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 March 2027. The Restricted Stock Units vest one-third on each of the first, second, and third anniversary after issuance.

Property and Equipment (Details) - Schedule of Property and Equipment - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Property, Plant and Equipment [Line Items]
Property and equipment	$ 1,112	$ 1,048
Less accumulated depreciation and amortization	(830)	(728)
Property and equipment, net	282	320
Computer Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment	452	416
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Property and equipment	178	149
Data Warehouse [Member]
Property, Plant and Equipment [Line Items]
Property and equipment	286	286
Software Development [Member]
Property, Plant and Equipment [Line Items]
Property and equipment	$ 196	$ 197

Stockholders' Equity (Details) - $ / shares	6 Months Ended
Stockholders' Equity (Details) - $ / shares	Jun. 30, 2024	Dec. 31, 2023
Stockholders' Equity [Line Items]
Sponsor earnout shares	1,000,000
Exceeds per share (in Dollars per share)	$ 12
Authorized capital stock	350,000,000
Common stock, shares authorized	300,000,000	300,000,000
Preferred stock, shares authorized	50,000,000
Preferred stock, par value (in Dollars per share)	$ 0.0001
Common Stock [Member]
Stockholders' Equity [Line Items]
Exceeds per share (in Dollars per share)	$ 12
Contingent shares	7,000,000
Common Stock One [Member]
Stockholders' Equity [Line Items]
Exceeds per share (in Dollars per share)	$ 15
Contingent shares	2,250,000
Common Stock Two [Member]
Stockholders' Equity [Line Items]
Exceeds per share (in Dollars per share)	$ 18
Contingent shares	1,250,000

Insider Trading Arrangements	6 Months Ended
Insider Trading Arrangements	Jun. 30, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Net Loss Per Share (Tables)

6 Months Ended

Jun. 30, 2024

Net Income (Loss) Per Share [Abstract]

Schedule of Basic and Diluted Earnings Per Share

The following table reconciles actual basic and diluted earnings per share for the six months ended June 30, 2024, and 2023, respectively (in thousands, except share and per share data).

	Three Months Ended June 30,						Six Months Ended June 30,
	2024			2023			2024			2023
Loss per share:
Numerator:
Net loss	$	(647	)	$	(2,028	)	$	(230	)	$	(4,290	)
Denominator:
Weighted-average common shares outstanding
Basic and diluted		45,721,610			31,489,803			45,576,941			29,159,766
Net loss per common share
Basic and diluted	$	(0.01	)	$	(0.06	)	$	(0.01	)	$	(0.15	)

Schedule of Anti-dilutive Securities Excluded from Weighted-Average Shares

	Six Months Ended June 30,
	2024		2023
Shares unvested and subject to exercise of stock options		-		96,345
Shares subject to outstanding common stock options		2,263,002		2,545,299
Shares subject to convertible notes stock conversion		42,666,667		5,636,928
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		2,975,179		2,600,500

Subsequent Events

6 Months Ended

Jun. 30, 2024

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE 22 – SUBSEQUENT EVENTS

Management has considered subsequent events through August 13, 2024, the date this report was issued, and there were no events that required additional disclosure.

Description of Business

6 Months Ended

Jun. 30, 2024

Description of Business [Abstract]

DESCRIPTION OF BUSINESS

NOTE 1 – 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”).

Prepaid Expenses and Other Current Assets (Tables)

6 Months Ended

Jun. 30, 2024

Prepaid Expenses and Other Current Assets [Abstract]

Schedule of Prepaid Expenses and Other Current Assets

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

	June 30, 2024		December 31, 2023
	(unaudited)		(audited)
Prepaid insurance	$	102	$	379
Other prepaid expense		334		425
Deposits		89		89
	$	525	$	893

Net Loss Per Share (Details) - Schedule of Anti-dilutive Securities Excluded from Weighted-Average Shares - shares	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Shares unvested and subject to exercise of stock options [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities		96,345
Shares subject to outstanding common stock options [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities	2,263,002	2,545,299
Shares subject to convertible notes stock conversion [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities	42,666,667	5,636,928
Shares subject to warrants stock conversion [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities	16,000,000	16,586,980
Shares subject to contingent earn out [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities	10,500,000	10,500,000
Restricted stock units [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities	2,975,179	2,600,500

6% Senior Secured Convertible Notes

6 Months Ended

Jun. 30, 2024

6% Senior Secured Convertible Notes [Abstract]

6% SENIOR SECURED CONVERTIBLE NOTES

NOTE 10 – 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 $238,000 of interest expense in connection with the Senior Secured Convertible Notes for the six months ended June 30, 2024, and June 30, 2023, respectively.

Stock Based Compensation (Details) - USD ($)			3 Months Ended		6 Months Ended		12 Months Ended
Stock Based Compensation (Details) - USD ($)	Jan. 01, 2024	Jun. 13, 2022	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Stock Based Compensation (Details) [Line Items]
Shares reserved for issuance (in Shares)			1,525,175		1,525,175
Common stock, rate					5.00%		5.00%
Common Stock, Additional Capital Shares Reserved For Future Issuance (in Shares)		1,332,986
Number of shares authorized (in Shares)	2,266,988
Compensation expense			$ 18,000	$ 30,000	$ 35,000	$ 61,000
Options exercised (in Shares)
Intrinsic value			2,263,002		$ 2,263,002
Options exercisable			0		0
Total compensation cost			0		0
Restricted Stock Units (RSUs) [Member]
Stock Based Compensation (Details) [Line Items]
Compensation expense			182,000	$ 175,000	360,000	$ 306,000
Remaining expense			$ 1,100,000		$ 1,100,000
2022 Incentive Plan [Member]
Stock Based Compensation (Details) [Line Items]
Common stock, rate		5.00%
Total shares authorized (in Shares)			5,125,149		5,125,149

Warrant Liabilities (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Warrant Liabilities [Line Items]
Aggregate consideration	$ 54		$ 54		$ 3
Estimated fair value of warrants	54,400		54,400		$ 3,200
Change in fair value of warrant	$ 48	$ (64)	$ 51	$ 89
Private Placement Warrant [Member]
Warrant Liabilities [Line Items]
Warrants purchased (in Shares)	6,000,000		6,000,000
Ordinary shares price per share (in Dollars per share)	$ 11.5		$ 11.5
Class A Ordinary Shares [Member]
Warrant Liabilities [Line Items]
Ordinary shares price per share (in Dollars per share)	$ 11.5		$ 11.5
Aggregate consideration	$ 6,000		$ 6,000
Class A Ordinary Shares [Member] \| Redeemable Warrants [Member]
Warrant Liabilities [Line Items]
Warrants purchased (in Shares)	10,000,000		10,000,000
Ordinary shares price per share (in Dollars per share)	$ 11.5		$ 11.5
Aggregate consideration	$ 10,000		$ 10,000

Accounts Receivable (Details) - Schedule of Allowance for Credit Losses - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Schedule of Allowance for Credit Losses [Abstract]
Outstanding balance, December 31, 2023			$ 1,595
Current-period provision (release) for expected credit losses	$ 80	$ 231	167	$ 380
Write-offs charged against the allowance, net of recoveries and other			(25)
Outstanding balance, June 30, 2024	$ 1,737		$ 1,737

Stock Based Compensation (Tables)

6 Months Ended

Jun. 30, 2024

Stock Based Compensation [Abstract]

Schedule of Stock Options Outstanding

The following table summarizes information on stock options outstanding as of June 30, 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 and cancelled		(8,892	)	$	1.26
Outstanding Balance, June 30, 2024		2,263,002		$	0.57		2,263,002		4.32	$	0.57

Schedule of Restricted Stock Units Outstanding

The following table summarizes information on Restricted Stock Units outstanding as of June 30, 2024, under the 2022 Incentive Plan:

	Restricted Stock Units Outstanding
	Number of RSU’s			Weighted Average Fair Value (per share)		Weighted Average Vesting (years)
Outstanding Balance, December 31, 2022		725,000		$	1.97		2.5
RSU’s granted		1,989,000		$	0.56
RSU’s forfeited and cancelled		(276,836	)	$	1.28
RSU’s vested and common stock issued		(225,655	)	$	1.97
Outstanding Balance, December 31, 2023		2,211,509		$	0.80		2.2
RSU’s granted		1,382,500		$	0.14
RSU’s forfeited and cancelled		(65,668	)	$	1.22
RSU’s vested and common stock issued		(553,162	)	$	0.58
Outstanding Balance, June 30, 2024		2,975,179		$	0.53		2.2

Net Loss Per Share (Details) - Schedule of Basic and Diluted Earnings Per Share - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Numerator:
Net loss	$ (647)	$ (2,028)	$ (230)	$ (4,290)
Weighted-average common shares outstanding
Basic	45,721,610	31,489,803	45,576,941	29,159,766
Net loss per common share
Basic	$ (0.01)	$ (0.06)	$ (0.01)	$ (0.15)

- Definition

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

+ References

+ Details

- Definition

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

+ References

+ Details

Income Taxes

6 Months Ended

Jun. 30, 2024

Income Taxes [Abstract]

INCOME TAXES

NOTE 21 – 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 tax.

+ References

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+ Details

Net Loss Per Share (Details) - Schedule of Basic and Diluted Earnings Per Share (Parentheticals) - $ / shares	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Schedule of Basic and Diluted Earnings Per Share [Abstract]
Diluted	45,721,610	31,489,803	45,576,941	29,159,766
Diluted	$ (0.01)	$ (0.06)	$ (0.01)	$ (0.15)

- Definition

+ References

+ Details

Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Income Statement [Abstract]
Revenues	$ 6,612	$ 7,214	$ 13,086	$ 14,371
Cost of revenues	1,915	1,511	3,709	2,861
Gross profit	4,697	5,703	9,377	11,510
Expenses
Selling, servicing and marketing	1,127	2,186	2,654	4,664
Technology and software development	1,270	2,045	2,936	4,345
General and administrative	2,357	3,245	4,126	6,002
Total operating expenses	4,754	7,476	9,716	15,011
Loss from operations	(57)	(1,773)	(339)	(3,501)
Interest income	2	4	6	14
Interest Expense	(544)	(323)	(1,419)	(714)
Gain on note repurchase			1,573
Change in fair value of warrants	(48)	64	(51)	(89)
Loss before income taxes	(647)	(2,028)	(230)	(4,290)
Income taxes expense
Net loss	$ (647)	$ (2,028)	$ (230)	$ (4,290)
Net loss per common share:
Basic (in Dollars per share)	$ (0.01)	$ (0.06)	$ (0.01)	$ (0.15)
Weighted-average common shares outstanding:
Basic (in Shares)	45,721,610	31,489,803	45,576,941	29,159,766

Summary of Significant Accounting Policies (Details)	6 Months Ended		12 Months Ended
Summary of Significant Accounting Policies (Details)	Jun. 30, 2024 USD ($)	Jun. 30, 2023 USD ($)	Dec. 31, 2023 USD ($)	Jan. 23, 2024 USD ($)
Summary Of Significant Accounting Policies [Line Items]
Accumulated deficit	$ (36,795,000)		$ (36,565,000)
Cash flows used in operating activities	(1,919,000)	$ (2,563,000)
Working capital deficit	8,900,000
Cash and cash equivalents	$ 724,000		$ 331,000
Operating segment	1
Reportable segment	1
Exceeding insured limits	$ 250,000
Federally insured limits	200,000
12% Secured Term Notes [Member]
Summary Of Significant Accounting Policies [Line Items]
Cash balance	1,000,000
Excess cash balance	1,000,000
8% Secured Convertible Notes [Member]
Summary Of Significant Accounting Policies [Line Items]
Cash balance	1,000,000
Excess cash balance	$ 1,000,000
Term Note [Member]
Summary Of Significant Accounting Policies [Line Items]
Secured convertible notes	12.00%
Convertible Debt [Member]
Summary Of Significant Accounting Policies [Line Items]
Secured convertible notes	8.00%
Convertible Debt [Member] \| Term Note [Member]
Summary Of Significant Accounting Policies [Line Items]
Aggregate principal amount				$ 6,400,000
Secured convertible notes				8.00%
Secured Debt [Member]
Summary Of Significant Accounting Policies [Line Items]
Secured convertible notes	12.00%
Secured Debt [Member] \| Term Note [Member]
Summary Of Significant Accounting Policies [Line Items]
Aggregate principal amount				$ 1,600,000
Secured convertible notes	12.00%			12.00%
Secured Debt [Member] \| Deferred Financing Costs [Member]
Summary Of Significant Accounting Policies [Line Items]
Secured convertible notes				12.00%
One Vendor [Member] \| Supplier Concentration Risk [Member] \| Cost of Goods and Service Benchmark [Member]
Summary Of Significant Accounting Policies [Line Items]
Total revenues	89.00%	80.00%
One Vendor [Member] \| Supplier Concentration Risk [Member] \| Accounts Payable [Member]
Summary Of Significant Accounting Policies [Line Items]
Total revenues	32.00%
Two Vendor [Member] \| Supplier Concentration Risk [Member] \| Accounts Payable [Member]
Summary Of Significant Accounting Policies [Line Items]
Total revenues			30.00%
One Customer [Member] \| Customer Concentration Risk [Member] \| Revenue from Contract with Customer Benchmark [Member]
Summary Of Significant Accounting Policies [Line Items]
Total revenues	14.00%
Two Customers [Member] \| Customer Concentration Risk [Member] \| Accounts Receivable [Member]
Summary Of Significant Accounting Policies [Line Items]
Total revenues	32.00%		30.00%

Contract Assets (Details) - Schedule of Movement in the Contract Assets - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2024	Dec. 31, 2023
Schedule of Movement in the Contract Assets [Abstract]
Contract assets at start of the period	$ 273	$ 333
Expense deferred during the period	82	165
(Less) amounts expensed during the period	(103)	(225)
Contract assets at end of the period	$ 252	$ 273

Accrued Expenses and Other Liabilities (Details) - Schedule of Accrued Expenses and Other Current Liabilities - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Schedule of Accrued Expenses and Other Current Liabilities [Abstract]
Accrued wages, commission and bonus	$ 302	$ 393
Accrued professional fees	38	176
Deferred financial advisory fees	1,000	1,000
Other liabilities	701	382
Accrued Expenses and Other Current Liabilities	$ 2,041	$ 1,951

Property and Equipment (Details) - USD ($)	3 Months Ended		6 Months Ended
Property and Equipment (Details) - USD ($)	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Property and Equipment Net [Line Items]
Useful life of computer equipment, software, furniture and fixtures	3 years		3 years
Depreciation and amortization expense	$ 47,000	$ 64,000	$ 101,000	$ 131,000

Fair Value Measurements (Details) - Schedule of Changes in Fair Value - Public warrants [Member] $ in Thousands	6 Months Ended
	Jun. 30, 2024 USD ($)
Schedule of Changes in Fair Value [Line Items]
Beginning balance	$ 3
Change in fair value	51
Ending balance	54
Change in fair value included in earnings for the period relating to liabilities held at June 30, 2024	$ 51