0001013762-25-003507 | 10-K | XBRL Viewer

Stock Based Compensation - Schedule of Restricted Stock Units Outstanding (Details) - Restricted Stock Units Outstanding [Member] - $ / shares		12 Months Ended
	Jan. 01, 2023	Dec. 31, 2024	Dec. 31, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of RSUs, Outstanding Balance	725,000	2,665,852	2,211,509
Weighted Average Fair Value, Outstanding Balance	$ 1.97	$ 0.45	$ 0.8
Weighted Average Vesting, Outstanding Balance	2 years 6 months	1 year 8 months 12 days	2 years 2 months 12 days
Number of RSUs, RSU’s granted	1,989,000	1,382,500
Weighted Average Fair Value, RSU’s granted	$ 0.56	$ 0.14
Number of RSUs, RSU’s forfeited and cancelled	(276,836)	(174,670)
Weighted Average Fair Value, RSU’s forfeited and cancelled	$ 1.28	$ 0.68
Number of RSUs, RSU’s vested and common stock issued	(225,655)	(753,487)
Weighted Average Fair Value, RSU’s vested and common stock issued	$ 1.97	$ 0.87

Cover - USD ($) $ in Millions	12 Months Ended
Cover - USD ($) $ in Millions	Dec. 31, 2024	Mar. 26, 2025	Jun. 30, 2024
Document Information [Line Items]
Document Type	10-K
Document Annual Report	true
Document Transition Report	false
Document Financial Statement Error Correction [Flag]	false
Entity Interactive Data Current	Yes
ICFR Auditor Attestation Flag	false
Amendment Flag	false
Document Period End Date	Dec. 31, 2024
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	FY
Documents Incorporated by Reference [Text Block]	Portions of the registrant’s Proxy Statement for the Third Annual Meeting of Stockholders following the effectiveness of the Certificate of Incorporation are incorporated herein by reference in Part III of this Annual Report on Form 10-K to the extent stated herein. Such proxy statement will be filed with the Securities and Exchange Commission within 120 days of the registrant’s fiscal year ended December 31, 2024.
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 Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
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 Public Float			$ 5.2
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]
No Trading Symbol Flag	true
Title of 12(g) Security	Common stock, $0.0001 par value
Entity Common Stock, Shares Outstanding		46,470,682

Segment Reporting - Schedule of Operating Segment (Details) - USD ($)
$ in Thousands

3 Months Ended

6 Months Ended

9 Months Ended

12 Months Ended

Sep. 30, 2024

Jun. 30, 2024

Mar. 31, 2024

Jun. 30, 2024

Sep. 30, 2024

Dec. 31, 2024

Dec. 31, 2023

Schedule of Operating Segment [Abstract]

Net Revenue

$ 24,649

$ 28,050

Cost of revenue

$ 1,709

$ 1,725

$ 1,716

$ 3,441

$ 5,150

6,655

6,486

Gross profit

$ 4,435

$ 4,697

$ 4,680

$ 9,377

$ 13,812

17,994

21,564

Less: Employee expense

11,651

16,523

Contractor expense

929

1,390

Occupancy expenses

998

790

Professional services expense

703

1,607

Technology platform hosting expense

691

805

Credit loss expense

779

1,563

Other expenses

^[1]

2,843

7,226

Loss from operations

(600)

(8,340)

Interest income

Interest expense

(2,208)

(2,247)

Gain on note repurchase

1,573

Loss on debt extinguishment

(636)

Change in fair value of warrants

(8)

334

Income taxes

(3)

(4)

Net loss

$ (1,876)

$ (10,233)

[1]	Other expenses include all other recurring operating expenses, including insurance, subscriptions for software used in the operations, stock-based compensation, depreciation and amortization, and legal settlements.

Property and Equipment

12 Months Ended

Dec. 31, 2024

Property and Equipment [Abstract]

PROPERTY AND EQUIPMENT

NOTE 5 – PROPERTY AND EQUIPMENT

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

	December 31, 2024			December 31, 2023
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		(908	)		(728	)
Property and equipment, net	$	204		$	320

The useful life of computer equipment, furniture and fixtures, software and the data warehouse is 3 years. Intangible assets include data warehouse and software.

Depreciation and amortization expenses for the years ended December 31, 2024, and 2023 were $180,000 and $272,000, respectively. The amounts are included in general and administrative expenses in the consolidated statements of operations.

Stock Based Compensation

12 Months Ended

Dec. 31, 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 December 31, 2024.

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

The following table summarizes information on stock options outstanding as of December 31, 2024, and 2023 under the Legacy Incentive Plan:

	Options outstanding					Options Vested and Exercisable
	Number of Options			Weighted Average Exercise Price (per share)		Number of Options		Average Remaining Contractual Life (years)		Weighted Average Exercise Price (per share)
Outstanding Balance, January 1, 2023		3,394,753		$	0.57		3,250,236		5.79	$	0.54
Options granted		-			-
Options exercised		(727,233	)	$	0.38
Options forfeited and cancelled		(395,626	)	$	0.84
Outstanding Balance, December 31, 2023		2,271,894		$	0.57		2,244,102		4.76	$	0.56
Options granted		-			-
Options exercised		-			-
Options forfeited and cancelled		(14,821	)	$	0.96
Outstanding Balance, December 31, 2024		2,257,073		$	0.57		2,257,073		3.81	$	0.57

No options were exercised during the year ended December 31, 2024. The intrinsic value of the options exercised during the years ended December 31, 2023 was $162,000.

As of December 31, 2024, the intrinsic value of the 2,257,073 options outstanding and exercisable was $0. As of December 31, 2024, all options are vested and exercisable and the total compensation cost related to non-vested awards not yet recognized was $0.

During the years ended December 31, 2024, and 2023, compensation expense recorded in connection with the Legacy Incentive Plan was $35,000 and $118,000, respectively. These charges are recorded within general and administrative expenses on the Company’s consolidated statements of operations.

The following table summarizes information on Restricted Stock Units outstanding as of December 31, 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, January 1, 2023		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		(174,670	)	$	0.68
RSU’s vested and common stock issued		(753,487	)	$	0.87
Outstanding Balance, December 31, 2024		2,665,852		$	0.45		1.7

During the years ended December 31, 2024, and 2023, compensation expense recorded in connection with the 2022 Incentive Plan was $707,000 and $704,000, respectively. These charges are recorded within general and administrative expenses on the Company’s consolidated statements of operations.

The remaining expense of approximately $700,000 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.

Stock Based Compensation (Tables)

12 Months Ended

Dec. 31, 2024

Stock Based Compensation [Abstract]

Schedule of Stock Options Outstanding

The following table summarizes information on stock options outstanding as of December 31, 2024, and 2023 under the Legacy Incentive Plan:

	Options outstanding					Options Vested and Exercisable
	Number of Options			Weighted Average Exercise Price (per share)		Number of Options		Average Remaining Contractual Life (years)		Weighted Average Exercise Price (per share)
Outstanding Balance, January 1, 2023		3,394,753		$	0.57		3,250,236		5.79	$	0.54
Options granted		-			-
Options exercised		(727,233	)	$	0.38
Options forfeited and cancelled		(395,626	)	$	0.84
Outstanding Balance, December 31, 2023		2,271,894		$	0.57		2,244,102		4.76	$	0.56
Options granted		-			-
Options exercised		-			-
Options forfeited and cancelled		(14,821	)	$	0.96
Outstanding Balance, December 31, 2024		2,257,073		$	0.57		2,257,073		3.81	$	0.57

Schedule of Restricted Stock Units Outstanding

The following table summarizes information on Restricted Stock Units outstanding as of December 31, 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, January 1, 2023		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		(174,670	)	$	0.68
RSU’s vested and common stock issued		(753,487	)	$	0.87
Outstanding Balance, December 31, 2024		2,665,852		$	0.45		1.7

Revenue Recognition

12 Months Ended

Dec. 31, 2024

Revenue Recognition [Abstract]

REVENUE RECOGNITION

NOTE 12 – REVENUE RECOGNITION

The Company recognizes revenue from both retail clients, who operate retail dispensaries, and brand clients, who sell their products on a wholesale basis to retail dispensaries.

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

	December 31, 2024		December 31, 2023
Revenue
Brand revenue	$	396	$	901
Retail revenue		24,253		27,149
	$	24,649	$	28,050

Geographic Information

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

	December 31, 2024		December 31, 2023
Brand revenue
United States	$	396	$	889
Canada		-		12
Retail revenue
United States		23,481		26,372
Canada		772		777
	$	24,649	$	28,050

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 year ended December 31, 2024, and 97% of total revenue for the year ended December 31, 2023.

The Company has corrected the accounting for VIP subscriptions and wallet payments such that revenue on these products is now included on a net revenue basis. The impact of the revision was not considered material to the consolidated financial statements. Below is a summary of the impact of the revision for the three quarters ended March 31, June 30, and September 30, 2024, respectively.

	QUARTER ENDING									YEAR TO DATE
	March 31, 2024						March 31, 2024			March 31, 2024						March 31, 2024
	As reported			Adjustment			Revised			As reported			Adjustment			Revised
Revenues	$	6,474		$	(78	)	$	6,396		$	6,474		$	(78	)	$	6,396
Cost of revenues		(1,794	)		78			(1,716	)		(1,794	)		78			(1,716	)
Gross profit	$	4,680		$	-		$	4,680		$	4,680		$	-		$	4,680

	QUARTER ENDING									YEAR TO DATE
	June 30, 2024						June 30, 2024			June 30, 2024						June 30, 2024
	As reported			Adjustment			Revised			As reported			Adjustment			Revised
Revenues	$	6,612		$	(190	)	$	6,422		$	13,086		$	(268	)	$	12,818
Cost of revenues		(1,915	)		190			(1,725	)		(3,709	)		268			(3,441	)
Gross profit	$	4,697		$	-		$	4,697		$	9,377		$	-		$	9,377

		QUARTER ENDING									YEAR TO DATE
	September 30,						September 30,			September 30,						September 30,
	2024						2024			2024						2024
	As reported			Adjustment			Revised			As reported			Adjustment			Revised
Revenues	$	6,425		$	(281	)	$	6,144		$	19,511		$	(549	)	$	18,962
Cost of revenues		(1,990	)		281			(1,709	)		(5,699	)		549			(5,150	)
Gross profit	$	4,435		$	-		$	4,435		$	13,812		$	-		$	13,812

- 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
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-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
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147479806/606-10-50-12

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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-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

Revenue Recognition (Tables)

12 Months Ended

Dec. 31, 2024

Revenue Recognition [Abstract]

Schedule of Disaggregation of Revenue

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

	December 31, 2024		December 31, 2023
Revenue
Brand revenue	$	396	$	901
Retail revenue		24,253		27,149
	$	24,649	$	28,050

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

	December 31, 2024		December 31, 2023
Brand revenue
United States	$	396	$	889
Canada		-		12
Retail revenue
United States		23,481		26,372
Canada		772		777
	$	24,649	$	28,050

Schedule of Net Revenue

	QUARTER ENDING									YEAR TO DATE
	March 31, 2024						March 31, 2024			March 31, 2024						March 31, 2024
	As reported			Adjustment			Revised			As reported			Adjustment			Revised
Revenues	$	6,474		$	(78	)	$	6,396		$	6,474		$	(78	)	$	6,396
Cost of revenues		(1,794	)		78			(1,716	)		(1,794	)		78			(1,716	)
Gross profit	$	4,680		$	-		$	4,680		$	4,680		$	-		$	4,680

	QUARTER ENDING									YEAR TO DATE
	June 30, 2024						June 30, 2024			June 30, 2024						June 30, 2024
	As reported			Adjustment			Revised			As reported			Adjustment			Revised
Revenues	$	6,612		$	(190	)	$	6,422		$	13,086		$	(268	)	$	12,818
Cost of revenues		(1,915	)		190			(1,725	)		(3,709	)		268			(3,441	)
Gross profit	$	4,697		$	-		$	4,697		$	9,377		$	-		$	9,377

		QUARTER ENDING									YEAR TO DATE
	September 30,						September 30,			September 30,						September 30,
	2024						2024			2024						2024
	As reported			Adjustment			Revised			As reported			Adjustment			Revised
Revenues	$	6,425		$	(281	)	$	6,144		$	19,511		$	(549	)	$	18,962
Cost of revenues		(1,990	)		281			(1,709	)		(5,699	)		549			(5,150	)
Gross profit	$	4,435		$	-		$	4,435		$	13,812		$	-		$	13,812

Accounting Policies, by Policy (Policies)	12 Months Ended
Accounting Policies, by Policy (Policies)	Dec. 31, 2024
Summary of Significant Accounting Policies [Abstract]
Principles of Consolidation and Basis of Presentation	*Principles of Consolidation and Basis of Presentation* The accompanying 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”).
Going Concern, Liquidity and Management’s Plans	*Going Concern, Liquidity and Management’s Plans* Historically, the Company has incurred losses, which have resulted in an accumulated deficit of approximately $38.4 million as of December 31, 2024. Cash flows used in operating activities were $1.0 million for the year ended December 31, 2024. As of December 31, 2024, the Company had a working capital deficit of approximately $1.8 million, inclusive of $1.2 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. Based on management projections and cash on hand, the Company estimate that its liquidity and cash resources are sufficient for our current and projected financial needs for the next twelve months, at a minimum. The accompanying 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* The Company translates the consolidated financial statements of its 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. Exchange differences are included in interest expense in the consolidated statement of operations.
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 has used best estimates based on facts and circumstances available to it 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 the 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. The Company believes that the assumptions and estimates associated with income taxes, equity-based compensation (including issuance of common stock for services rendered), warrants, imputed interest on operating lease liabilities, using the U.S. treasuries rate for a similar term prevailing at the lease commencement date as the benchmark rate and adding an appropriate risk margin, valuation of the 2024 Secured Term Notes and 2024 Secured Convertible Notes carrying values regarding debt modification or extinguishment, 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. The chief operating decision maker (“CODM”) reviews financial information presented for the purposes of allocating resources and evaluating financial performance at an entity level. The Company’s Chief Executive Officer (“CEO”) is the CODM, and the Company has no segment managers who are held accountable by the CODM 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. The Company determined that it has 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* The Company’s financial assets, which include cash equivalents, current financial assets and 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 the Company to concentration of credit risk consist principally of cash and cash equivalents and accounts receivable. The Company deposits its cash and cash equivalents with high credit-quality financial institutions. Such deposits may be in excess of federally insured limits. To date, the Company has not experienced any losses on our cash and cash equivalents. The Company performs periodic evaluations of the relative credit standing of the financial institutions. The Company performs ongoing credit evaluations of its customers’ financial condition and require no collateral from its customers. The Company maintains a credit loss reserve for expected credit losses based upon the expected collectability of accounts receivable balances. The Company had one customer representing 15% of total revenues for the year ended December 31, 2024, and the same customer represented more than 14% of total revenues for the year ended December 31, 2023. At December 31, 2024, the Company had two customers representing 40% of accounts receivable and the same two customers represented 30% of accounts receivable at December 31, 2023. The Company had one vendor representing 95% of cost of goods sold for the year ended December 31, 2024, and the same vendor represented 86% of cost of goods sold for the year ended December 31, 2023. The Company had two vendors representing 59% of accounts payable as of December 31, 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 2024 Secured Convertible Notes and $1.6 million aggregate principal amount of 2024 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 three-year term of the debt up to January 2027.
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. There are no cash equivalents at the years ending December 31, 2023 and 2024. As of December 31, 2024, the Company exceeded the federally insured limits of $250,000 for interest and non-interest-bearing deposits. The Company had cash balances with a single financial institution in excess of the FDIC insured limits by amounts of $0.7 million as of December 31, 2024. The Company monitors the financial condition of such institution and have not experienced any losses associated with these accounts.
Property and Equipment	*Property and Equipment* Property and equipment are carried at cost less accumulated depreciation. Major additions and improvements which extend the life of the assets are capitalized whereas maintenance and repairs, which do not improve or extend the life of the respective assets, are expensed as incurred. When property or equipment is sold or otherwise disposed of, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is included in income. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized over the shorter of their estimated useful lives or the terms of the leases.
Accounts Receivable, Net & Allowance for Credit Losses	*Accounts Receivable, Net & Allowance for Credit Losses* Accounts receivable include billed and unbilled receivables, net of allowance for credit losses. Accounts receivable are recorded at invoiced amounts and do not bear interest. Unbilled receivables relate to revenue earned in advance of invoicing per contractual terms with customers. The allowance for credit losses is based on the Company’s assessment of the collectability of accounts receivable considering various factors, including the age of each outstanding invoice, the collection history of each customer, historical write-off experience, current economic conditions, and reasonable and supportable forecasts of future economic conditions over the life of the receivable. The Company assesses collectability by reviewing accounts receivable on an aggregate basis when similar characteristics exist and on an individual basis when specific customers with collectability issues are identified. Accounts receivable deemed uncollectible are charged against the allowance for credit losses when identified.
Contract Assets (Deferred Commission)	*Contract Assets (Deferred Commission)* The Company recognized a contract asset for the incremental costs (i.e., sales commissions) of obtaining a contract because the Company expects to recover those costs through future fees for the services to be provided. The Company amortizes the asset over the course of three years, which is the estimated number of years a customer is retained.
Capitalized Software Development Costs	*Capitalized Software Development Costs* Internal and external costs associated with the development stage of computer applications, as well as for upgrades and enhancements that result in additional functionality of the applications, are capitalized in accordance with Accounting Standards Codification (“ASC”) 350-40, Internal-Use Software Accounting and Capitalization. Internal and external training and maintenance costs are charged to expense as incurred or over the related service period. When a software application is placed in service, the Company begins amortizing the related capitalized software costs using the straight-line method based on its estimated useful life, which is generally three years.
Impairment of Long-Lived Assets	*Impairment of Long-Lived Assets* The Company reviews the carrying value of property and equipment for impairment whenever events and circumstances indicate that the carrying value of an asset may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition. In cases where undiscounted expected future cash flows are less than the carrying value, an impairment loss is recognized equal to an amount by which the carrying value exceeds the fair value of assets. The factors considered by management in performing this assessment include current operating results, trends, and prospects, as well as the effects of obsolescence, demand, competition, and other economic factors. The Company recognized an impairment loss on capitalized software costs of approximately $116,000 as a result of an unsuccessful application implementation in the year ended December 31, 2023. There were no impairment losses recognized in the year ended December 31, 2024.
Intangible Assets	*Intangible Assets* The Company accounts for intangible assets under ASC 350, Goodwill and Other. Intangible assets represent software acquired in the acquisition of Beaches Development Group in 2021. The amount is recorded at fair value on the date of the acquisition and amortized over its useful life of 3 years, using the straight-line method. The amount for intangible assets is included in property and equipment on the balance sheets – see Note 5.
Deferred Payroll Tax Credits	*Deferred Payroll Tax Credits* The Company may be eligible to receive certain payroll tax credits as a result of governmental legislation. Due to the complexities in calculating and qualifying for payroll tax credits, any benefits we may receive are uncertain and may significantly differ from our current estimates. Accordingly, we record any benefits related to these types of 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.
Revenue Recognition	*Revenue Recognition* The Company follows the provisions of FASB Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers, which provides guidance on the recognition, presentation, and disclosure of revenue in financial statements. ASC 606 outlines the basic criteria that must be met to recognize revenue and provides guidance for disclosure related to revenue recognition policies. The Company recognizes revenue upon transfer of control of promised services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those services. The Company reports revenue net of sales and other taxes collected from customers to be remitted to government authorities. For a standard contract, the Company works with a customer to provide access to an integrated platform that provides all the functions of its proprietary software, which utilizes proprietary technology to send text, push or email messages to the customer’s contacts based on a credit system. Through this software, the Company allows merchants to provide loyalty plans and rewards directly to consumers through an internet portal and mobile applications. The functions of the software themselves do not have individual value to the customer. Each customer is buying the license to the platform to receive all the benefits of the platform. Therefore, the Company’s single performance obligation is to provide customers the ability to use its proprietary software application that provides marketing and customer engagement services to cannabis dispensaries throughout the United States and Canada. Nature of Promises to Transfer - The services provided by the Company’s software are subscription based with the Company providing its customer access to the software for an initial contract term that is generally one year, with automatic annual renewals. Revenue is earned monthly, which consists of the contracted monthly fixed fee for software access and a specified volume of messaging credits plus, if any, optional purchases for additional credits. Timing of Satisfaction - Control of services is transferred during a subscription period. Services provided by the Company are performed over time on a monthly basis and over a designated contract term generally for up to twelve months. Allocating the Transaction Price - The transaction price of a subscription is the amount of consideration to which the Company expects to be entitled in exchange for transferring promised services to a customer. To determine the transaction price of a contract, the Company considers its customary business practices as well as the terms of the contract. For the purpose of determining transaction prices, the Company assumes that the services will be transferred to the customer as promised in accordance with existing contracts and that the contracts will not be cancelled, renewed, or modified. The Company’s contracts with customers have fixed transaction prices, and a variable component based on the volume of messages, that are denominated in U.S. and Canadian dollars. Consideration paid for services that customers purchase from the Company is nonrefundable. Therefore, at the time revenue is recognized, the Company does not estimate expected refunds for services. Customer discounts are netted against revenue and are recognized as incurred. There is only one performance obligation for the Company’s standard contract. As such, the transaction price is allocated entirely to that obligation. Beginning in 2024, the Company also facilitates its customers, through the platform, being able to offer VIP loyalty programs and establish gift cards on their mobile app. Although facilitated by the SpringBig platform, the VIP loyalty and gift card transactions occur directly between the customers and their end-user consumers. The Company receives a proportion of the transaction value. The Company accounts for this revenue on a net basis given it is an agent not principal in the transactions. Practical Expedients - The Company has adopted certain practical expedients. The Company has elected to apply the portfolio approach practical expedient to evaluate contracts with customers that share the same revenue recognition patterns as the result of evaluating them as a group will have substantially the same result as evaluating them individually.
Cost of Revenues	*Cost of Revenues* Cost of revenues principally consists of amounts payable to distributors of messages on behalf of customers across cellular networks and the cost of third-party data and integrations.
Selling, Servicing and Marketing Expenses	*Selling, Servicing and Marketing Expenses* Selling, servicing and marketing expenses consist primarily of personnel and related costs, including salaries, benefits, bonuses, commissions and travel for our sales team, client success and marketing team. Other costs included in this expense are marketing and promotional events. Advertising costs are charged to marketing expense as incurred.
Technology and Software Development	*Technology and Software Development* Technology and software development expense consist primarily of personnel and related costs, including salaries, benefits, bonuses and cost of server usage by our developers, and hosting fees relating to the Company’s cloud-based platform.
General and Administrative Expenses	*General and Administrative Expenses* General and administrative expenses consist primarily of personnel and related costs for our executive, finance, legal, human resources, and administrative personnel, including salaries, benefits, bonuses, and stock-based compensation, legal, accounting, other professional service fees and other corporate expenses.
Stock-Based Compensation	*Stock-Based Compensation* ASC 718, Compensation - Stock Compensation, addresses accounting for share-based awards, including stock options, restricted stock, performance shares and warrants. Stock-based compensation for stock options to employees and non-employees is based upon the fair value of the award on the date of grant. We record forfeitures as they occur. The compensation cost is recognized over the requisite service period, which is generally the vesting period, and is included in general and administrative expenses in the consolidated statements of operations. Stock-based compensation for restricted stock is based on the fair value at the date of grant and recognized over the vesting period. The Company estimates the fair value of stock options using the Black-Scholes valuation model. The expected life represents the term the options granted are expected to be outstanding. The expected volatility was determined using the historical volatility of similar publicly traded companies. The risk-free interest rate is based on the U.S. Treasury rate in effect at the time of grant.
Earnings Per Share	*Earnings Per Share* The Company computes net income per share in accordance with ASC 260, Earnings Per Share. Under the provisions of ASC 260, basic net income per share is computed by dividing the net income available to common shareholders by the weighted average common shares outstanding during the period. Diluted net income per share adjusts basic net income per share for the effects of stock options, warrants, convertible notes and restricted stock awards only in periods, or for such awards in which the effect is dilutive. ASC 260 also requires the Company to present basic and diluted earnings per share information separately for each class of equity instruments that participate in any income distribution with primary equity instruments.
Income Taxes	*Income Taxes* We record current income taxes based on our estimates of current taxable income and provide for deferred income taxes to reflect estimated future income tax payments and receipts. We are subject to federal income taxes as well as state taxes. In addition, we are subject to taxes in the foreign jurisdictions where we operate. The Company records a deferred tax asset or liability based on the difference between financial statement and tax basis of assets and liabilities as measured by the anticipated tax rates which will be in effect when these differences reverse. The measurement of deferred tax assets is reduced, if necessary, by the amount of any tax benefits that, based on available evidence, are not expected to be realized. The Company adopted ASU 2016-17, Balance Sheet Classification of Deferred Taxes. The guidance requires that all deferred tax assets and liabilities, along with any related valuation allowance, be classified as noncurrent on the balance sheet. As a result, each jurisdiction will only have one net noncurrent deferred tax asset or liability. The Company has evaluated its tax positions for any uncertainties based on the technical merits of the positions taken. The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be upheld on examination by taxing authorities. The Company has analyzed the tax positions taken and has concluded that as of December 31, 2024, and 2023, there are no uncertain tax positions taken, or expected to be taken, that would require recognition of a liability or disclosure in the financial statements.
Recent Accounting Pronouncements	*Recent Accounting Pronouncements* In November 2023, the FASB issued ASU No. 2023-07 (Topic 280), Improvements to Reportable Segment Disclosures. The ASU requires enhanced disclosures about significant segment expenses. Additionally, it requires disclosure of the title and position of the individual identified as the CODM and an explanation of how the CODM uses the reported measures of a segment’s profit or loss in assessing segment performance and deciding how to allocate resources. The Company has applied the ASU retrospectively with effect from January 1, 2023. Refer to Note 22 in the financial statements. The adoption resulted in expanded segment reporting disclosures, with no impacts on our financial condition and results of operations.
Recent Accounting Pronouncements Not Yet Adopted	*Recent Accounting Pronouncements Not Yet Adopted* In December 2023, the FASB issued ASU No. 2023-09 (Topic 740), Improvements to Income Tax Disclosures. The ASU requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as an expansion of other income tax disclosures. The ASU is effective on a prospective basis for annual reporting periods beginning after December 15, 2024. The Company is currently evaluating the impact this ASU will have on its consolidated financial statements and related disclosures. In November 2024, the FASB issued ASU No. 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40). The ASU requires incremental disclosures about specific expense categories, including but not limited to, purchases of inventory, employee compensation, depreciation, amortization, and selling expenses. The amendments are effective for fiscal years beginning after December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted, and the amendments may be applied either prospectively or retrospectively. The Company is currently evaluating this ASU to determine its impact on the Company’s disclosures.

Property and Equipment (Tables)

12 Months Ended

Dec. 31, 2024

Property and Equipment [Abstract]

Schedule of Property and Equipment

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

	December 31, 2024			December 31, 2023
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		(908	)		(728	)
Property and equipment, net	$	204		$	320

Benefit Plan

12 Months Ended

Dec. 31, 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 $363,000 and $529,000 for the years ended December 31, 2024 and 2023, respectively.

- Definition

The entire disclosure for retirement benefits.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Prepaid Expenses and Other Current Assets (Tables)

12 Months Ended

Dec. 31, 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):

	December 31, 2024		December 31, 2023
Prepaid insurance	$	30	$	379
Other prepaid expense		165		425
Deposits		89		89
	$	284	$	893

Accounts Receivable (Details) - USD ($) $ in Millions	12 Months Ended
Accounts Receivable (Details) - USD ($) $ in Millions	Dec. 31, 2024	Dec. 31, 2023
Accounts Receivable [Abstract]
Credit loss expense	$ 0.7	$ 1.6

Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Schedule of Property and Equipment [Line Items]
Property and equipment, gross	$ 1,112	$ 1,048
Less accumulated depreciation and amortization	(908)	(728)
Property and equipment, net	204	320
Computer equipment [Member]
Schedule of Property and Equipment [Line Items]
Property and equipment, gross	452	416
Furniture and fixtures [Member]
Schedule of Property and Equipment [Line Items]
Property and equipment, gross	178	149
Data warehouse [Member]
Schedule of Property and Equipment [Line Items]
Property and equipment, gross	286	286
Software [Member]
Schedule of Property and Equipment [Line Items]
Property and equipment, gross	$ 196	$ 197

Segment Reporting

12 Months Ended

Dec. 31, 2024

Segment Reporting [Abstract]

SEGMENT REPORTING

NOTE 22 – SEGMENT REPORTING

The Company has determined that it has a single operating segment.

The Company’s CEO is the CODM. The CODM 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 CODM 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. Refer to Note 2 – Summary of Significant Accounting Policies.

The following table presents selected financial information with respect to the Company’s single operating segment:

	Year Ended December 31,
	2024			2023
Net Revenue	$	24,649		$	28,050
Cost of revenue		6,655			6,486
Gross profit		17,994			21,564
Less: Employee expense		11,651			16,523
Contractor expense		929			1,390
Occupancy expenses		998			790
Professional services expense		703			1,607
Technology platform hosting expense		691			805
Credit loss expense		779			1,563
Other expenses (1)		2,843			7,226
Loss from operations	$	(600	)	$	(8,340	)
Interest income		6			24
Interest expense		(2,208	)		(2,247	)
Gain on note repurchase		1,573			-
Loss on debt extinguishment		(636	)		-
Change in fair value of warrants		(8	)		334
Income taxes		(3	)		(4	)
Net loss	$	(1,876	)	$	(10,233	)

(1)	Other expenses include all other recurring operating expenses, including insurance, subscriptions for software used in the operations, stock-based compensation, depreciation and amortization, and legal settlements.

The measure of segment assets is reported on the balance sheet as consolidated assets.

- Definition

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

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+ Details

Fair Value Measurements

12 Months Ended

Dec. 31, 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 December 31, 2024, are as follows (in thousands):

At December 31, 2024
	Level 1		Level 2		Level 3		Total Fair Value
Liabilities:
Public warrants		-		11		-		11
	$	-	$	11	$	-	$	11

Given the limited trading volumes for the public warrants, there were certain transfers of financial liabilities between Level 1 and Level 2 during the year ended December 31, 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):

At December 31, 2023
	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 December 31, 2024, and the calculation is consistent with ASC 820, Fair Value Measurement, with changes in fair value recorded in current earnings.

At December 31, 2024, the value of the public and private warrants was approximately $11,200 using a closing price of $0.0007. At December 31, 2023, the value of the public and private warrants was approximately $3,200 using a closing price of $0.0002.

Changes in Fair Value

The following tables provides a roll-forward in the changes in fair value for the years ended December 31, 2024, and 2023, for all liabilities for which the Company determines fair value on a recurring basis (in thousands):

Balance, January 1, 2023	$	337
Change in fair value		(334	)
Balance, December 31, 2023	$	3
Change in fair value included in earnings for the period relating to liabilities held at December 31, 2023	$	(334	)

Balance, January 1, 2024	$	3
Change in fair value		8
Balance, December 31, 2024	$	11
Change in fair value included in earnings for the period relating to liabilities held at December 31, 2024	$	8

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

Revenue Recognition - Schedule of Net Revenue (Details) - USD ($) $ in Thousands	3 Months Ended			6 Months Ended	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Jun. 30, 2024	Sep. 30, 2024	Dec. 31, 2024	Dec. 31, 2023
Schedule of Net Revenue [Line Items]
Revenues	$ 6,144	$ 6,422	$ 6,396	$ 12,818	$ 18,962
Cost of revenues	(1,709)	(1,725)	(1,716)	(3,441)	(5,150)	$ (6,655)	$ (6,486)
Gross profit	4,435	4,697	4,680	9,377	13,812	$ 17,994	$ 21,564
Previously Reported [Member]
Schedule of Net Revenue [Line Items]
Revenues	6,425	6,612	6,474	13,086	19,511
Cost of revenues	(1,990)	(1,915)	(1,794)	(3,709)	(5,699)
Gross profit	4,435	4,697	4,680	9,377	13,812
Revision of Prior Period, Adjustment [Member]
Schedule of Net Revenue [Line Items]
Revenues	(281)	(190)	(78)	(268)	(549)
Cost of revenues	281	190	78	268	549
Gross profit

- Definition

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

+ References

+ Details

- Definition

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

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+ Details

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 1,179	$ 331
Accounts receivable, net of allowance of $426 and $1,595, respectively	2,213	2,948
Contract assets	188	273
Prepaid expenses and other current assets	284	893
Total current assets	3,864	4,445
Operating lease asset, non-current	2,757	340
Property and equipment, net	204	320
Total assets	6,825	5,105
Current liabilities:
Accounts payable	924	2,925
Accrued expenses and other current liabilities	2,630	1,951
Short-term cash advances		1,925
Current maturities of debt		4,360
Deferred payroll tax credits	1,751	1,751
Operating lease liability, current	365	99
Total current liabilities	5,670	13,551
Long-term debt, non-current	8,364
Operating lease liability, non-current	2,551	225
Warrant liabilities	11	3
Total liabilities	16,596	13,779
Stockholders’ Deficit
Common stock par value $0.0001 per shares, 300,000,000 authorized at December 31, 2024; 46,348,351 issued and outstanding as of December 31, 2024; 300,000,000 authorized at December 31, 2023; 45,339,762 issued and outstanding as of December 31, 2023	4	4
Additional paid-in-capital	28,666	27,887
Accumulated deficit	(38,441)	(36,565)
Total stockholders’ deficit	(9,771)	(8,674)
Total liabilities and stockholders’ deficit	6,825	5,105
Related Party
Current liabilities:
Related party payable		$ 540

Income Taxes - Schedule of U.S. and Foreign Components of Loss From Operations Before Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Schedule of U.S. and Foreign Components of Loss From Operations Before Income Taxes [Abstract]
U.S.	$ (1,927)	$ (9,713)
Foreign	54	(516)
Loss before income taxes	$ (1,873)	$ (10,229)

- Definition

Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.

+ References

+ Details

Accrued Expenses and Other Current Liabilities

12 Months Ended

Dec. 31, 2024

Accrued Expenses and Other Current Liabilities [Abstract]

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

NOTE 7 – ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

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

	December 31, 2024		December 31, 2023
Accrued wages, commission and bonus	$	254	$	393
Accrued professional fees		110		176
Accrued interest on 2024 Secured Convertible and Term Notes		460		-
Sales tax payable		504		113
Deferred financial advisory fees		1,000		1,000
Other liabilities		302		269
	$	2,630	$	1,951

Commitments and Contingencies (Details) - USD ($)	12 Months Ended
Commitments and Contingencies (Details) - USD ($)	Dec. 31, 2024	Dec. 31, 2023
Commitments and Contingencies [Line Items]
Paycheck protection program loan amount	$ 790,000
Litigation liability		$ 800,000
Settled cash payments		200,000
Equity issuance		300,000
Remaining liability		300,000
installment amount		40,000
Proceeds from tax credits		2,000,000
Offset related to operating expenses		600,000
Litigation [Member]
Commitments and Contingencies [Line Items]
Paycheck protection program loan amount	$ 1,600,000
Deferred Recognition [Member]
Commitments and Contingencies [Line Items]
Current liabilities		$ 1,400,000

Stockholders' Equity

12 Months Ended

Dec. 31, 2024

Stockholders’ Equity [Abstract]

STOCKHOLDERS’ EQUITY

NOTE 18 – STOCKHOLDERS’ EQUITY

On May 31, 2023, the Company raised gross cash proceeds of $3.0 million through a public equity offering, resulting in the issuance of 9,900,000 shares. Also, around the same date the holder of the 6% Senior Secured Convertible Note – see Note 10 – converted $1.25 million of the outstanding principal resulting in the issuance of 4,115,903 shares, and during the year ended December 31, 2023, converted additional outstanding principal resulting in the issuance of 1,575,000 additional shares. In aggregate, the Company issued 5,690,903 to the holder of the 6% Senior Secured Convertible during the year ended December 31, 2023.

During the years ended December 31, 2023 and 2024, the Company issued 436,260 shares and 255,102 shares, respectively, as consideration for services rendered by advisors to the Company.

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 deposited 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 business combination and who remains employed or engaged by Legacy SpringBig at the time of such payment of contingent shares) are 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
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(e)(1))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

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

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

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

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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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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-Name Accounting Standards Codification
-Section 50
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
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-Subparagraph (b)
-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
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-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

Segment Reporting (Tables)

12 Months Ended

Dec. 31, 2024

Segment Reporting [Abstract]

Schedule of Operating Segment

The following table presents selected financial information with respect to the Company’s single operating segment:

	Year Ended December 31,
	2024			2023
Net Revenue	$	24,649		$	28,050
Cost of revenue		6,655			6,486
Gross profit		17,994			21,564
Less: Employee expense		11,651			16,523
Contractor expense		929			1,390
Occupancy expenses		998			790
Professional services expense		703			1,607
Technology platform hosting expense		691			805
Credit loss expense		779			1,563
Other expenses (1)		2,843			7,226
Loss from operations	$	(600	)	$	(8,340	)
Interest income		6			24
Interest expense		(2,208	)		(2,247	)
Gain on note repurchase		1,573			-
Loss on debt extinguishment		(636	)		-
Change in fair value of warrants		(8	)		334
Income taxes		(3	)		(4	)
Net loss	$	(1,876	)	$	(10,233	)

(1)	Other expenses include all other recurring operating expenses, including insurance, subscriptions for software used in the operations, stock-based compensation, depreciation and amortization, and legal settlements.

Consolidated Statements of Changes in Stockholders’ Deficit - USD ($)
$ in Thousands

Common Stock

Additional Paid-in Capital

Accumulated Deficit

Total

Balance at Dec. 31, 2022

$ 3

$ 22,701

$ (26,332)

$ (3,628)

Balance (in Shares) at Dec. 31, 2022

26,659,711

Stock-based compensation

821

Exercise of stock options

274

Exercise of stock options (in Shares)

727,233

Issue of common stock

^[1]

$ 1

2,322

2,323

Issue of common stock (in Shares)

^[1]

9,900,000

Issue of common stock

^[2]

1,450

Issue of common stock (in Shares)

^[2]

5,690,903

Issue of common stock

^[3]

Issue of common stock (in Shares)

^[3]

436,260

Issue of common stock

^[4]

263

Issue of common stock (in Shares)

^[4]

1,700,000

Restricted stock units vesting

Restricted stock units vesting (in Shares)

225,655

Net loss

(10,233)

Balance at Dec. 31, 2023

$ 4

27,887

(36,565)

$ (8,674)

Balance (in Shares) at Dec. 31, 2023

45,339,762

Stock-based compensation

742

$ 742

Issue of common stock

^[3]

Issue of common stock (in Shares)

^[3]

255,102

Restricted stock units vesting

Restricted stock units vesting (in Shares)

753,487

Net loss

(1,876)

Balance at Dec. 31, 2024

$ 4

$ 28,666

$ (38,441)

$ (9,771)

Balance (in Shares) at Dec. 31, 2024

46,348,351

[1]	Equity raise – see Note [xx]
[2]	Conversion of Senior Secured Convertible Notes in exchange for common shares – see Note [xx]
[3]	Common shares issued in exchange for services rendered – see Note [xx]
[4]	Common shares issued in connection with settlement of litigation – see Note [xx]

Related Party Transactions

12 Months Ended

Dec. 31, 2024

RELATED PARTY TRANSACTIONS

NOTE 8 – RELATED PARTY TRANSACTIONS

During 2023, SpringBig’s CEO, Jeffrey Harris, advanced and paid certain expenses on behalf of the Company, and there was a $540,000 related party payable on December 31, 2023, which was repaid in January 2024, following completion of the issuance of $6.4 million aggregate principal amount of 2024 Secured Convertible Notes and $1.6 million aggregate principal amount of 2024 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 2024 Secured Convertible Notes, and $80,000 2024 Secured Term Notes. Paul Sykes purchased $25,000 2024 Secured Convertible Notes, and $6,250 2024 Secured Term Notes. Refer to Note 9.

There are two members of the board of directors at December 31, 2024, who are related parties to investors in the debt financing transaction completed on January 23, 2024. In aggregate these investors purchased $5.2 million 2024 Secured Convertible Notes and $1.3 million 2024 Secured Term Notes. Refer to Note 9.

- Definition

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

+ References

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

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

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

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (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
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(g)(3))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(c))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(e))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1

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

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

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

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

+ Details

Accrued Expenses and Other Current Liabilities (Tables)

12 Months Ended

Dec. 31, 2024

Accrued Expenses and Other Current Liabilities [Abstract]

Schedule of Accrued Expenses and Other Current Liabilities

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

	December 31, 2024		December 31, 2023
Accrued wages, commission and bonus	$	254	$	393
Accrued professional fees		110		176
Accrued interest on 2024 Secured Convertible and Term Notes		460		-
Sales tax payable		504		113
Deferred financial advisory fees		1,000		1,000
Other liabilities		302		269
	$	2,630	$	1,951

Leases - Schedule of Lease Cost (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Assets:
Right of use asset - operating lease	$ 2,757	$ 340
Liabilities:
Current	365	99
Non-current	2,551	225
Total operating lease liability	2,916	324
Operating lease cost	641	486
Operating cash flows paid to operating leases	465	520
Right-of-use assets in exchange for new operating lease liabilities	2,781	412
Disposal of right-of-use assets		299
Disposal of operating lease liabilities associated with right-of-use assets		$ 313
Weighted-average remaining lease term - operating leases (months)	82 months	35 months
Weighted-average discount rate - operating leases	9.00%	9.00%

Income Taxes

12 Months Ended

Dec. 31, 2024

Income Taxes [Abstract]

INCOME TAXES

NOTE 21 – INCOME TAXES

U.S. and foreign components of loss from operations before income taxes were as follows (in thousands):

	Years Ended December 31,
	2024			2023
U.S.	$	(1,927	)	$	(9,713	)
Foreign		54			(516	)
	$	(1,873	)	$	(10,229	)

The provision (benefit) for income taxes consists of the following, (in thousands):

	Years Ended December 31,
	2024		2023
Federal	$	-	$	-
State		3		4
International		-		-
Deferred		-		-
Federal		-		-
State		-		-
International				-
	$	3	$	4

The Company’s actual provision for income taxes from operations differ from the federal expected income tax provision as follows (in thousands):

	December 31, 2024						December 31, 2023
	Amount			Rate			Amount			Rate
U.S. federal income tax provision at statutory rate	$	(393	)		21	%	$	(2,126	)		21	%
Increase (decrease) in taxes resulting from:
State income tax expense		3			0	%		4			5	%
Foreign income and losses taxed at different rates		2			0	%		(28	)		1	%
Change in valuation allowance		192			(10	)%		2,090			(32	)%
Permanent items and true-ups		99			(5	)%		37			5	%
Effect of income tax rate changes on deferred items		100			(6	)%		27			-	%
Provision for income taxes	$	3			-	%	$	4			-	%

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. In assessing the realizability of deferred tax assets, Management evaluates whether it is more likely than not that some portion or all the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based on Management’s evaluation, the net deferred tax asset was offset by a full valuation allowance as of December 31, 2024, and 2023, respectively. The deferred tax asset valuation allowance will be reversed if and when the Company generates sufficient taxable income in the future to utilize the tax benefits of the related deferred tax assets.

The tax effects of temporary difference that give rise to a significant portion of deferred tax assets and tax liabilities for the years ended December 31, 2024, and 2023 are as follows (in thousands):

	Years Ended December 31,
	2024			2023
Deferred tax assets:
Accrued expenses and other liabilities	$	128		$	771
Net operating loss - US Federal		5,632			4,848
Net operating loss - US State		1,060			1,020
Net operating loss – Foreign		670			711
Intangibles		79			-
Operating lease liability		730			82
Research and development		2,070			1,974
Stock based compensation		247			525
Total gross deferred tax assets	$	10,616		$	9,931
Less: valuation allowance		(9,788	)		(9,596	)
Total deferred tax assets		828			335
Deferred tax liabilities:
Prepaid expenses and other assets	$	(38	)	$	(231	)
Deferred commissions		(47	)
Operating lease right of use asset		(690	)		(79	)
Property and equipment, net		(53	)		(25	)
Total deferred tax liabilities		(828	)		(335	)

Net deferred income tax asset (liability)	$	-		$	-

The Company has incurred significant losses in recent periods. As a result, we maintained valuation allowances against our domestic and foreign deferred tax assets as of December 31, 2024 and 2023, to reduce their carrying values to amounts that are realizable either through future reversals of existing taxable temporary differences or through taxable income in carryback years for the applicable jurisdictions.

At December 31, 2024, the Company has federal net operating loss available to carryforward of approximately $26.8 million which will be carried forward indefinitely. Pursuant to IRC §382 of the Internal Revenue Code, the utilization of net operating loss carryforwards may be limited as a result of a cumulative change in stock ownership of more than 50% over a three-year period. The Company has not determined whether such a change has occurred and accordingly, the utilization of the net operating loss carryforwards may be subject to certain limitations.

The Company has state and foreign net operating losses available to carryforward of approximately $25.9 million and $2.5 million, respectively, which begin expiring in 2030 and 2037, respectively, as of December 31, 2024.

The Company has evaluated its tax positions for any uncertainties based on the technical merits of the positions taken. The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be upheld on examination by taxing authorities. The Company has analyzed the tax positions taken and has concluded that as of December 31, 2024 and 2023, there are no uncertain tax positions taken, or expected to be taken, that would require recognition of a liability or disclosure in the financial statements.

The Company accrues interest and penalties arising on the underpayment of taxes if the full benefit of a tax position is not recognized in the financial statements. In accordance with ASC 740, Accounting for Income Taxes, interest and penalties are recorded as income tax expense. There have been no penalties or interest paid or incurred during the twelve months ended December 31, 2024 and 2023, respectively.

Management is required to analyze all open tax years, as defined by the statute of limitations, for all major jurisdictions, including federal and certain state taxing authorities. The Company has no examinations in progress and is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax liabilities will significantly change in the next twelve months. The Company’s 2021 through 2023 tax years are open for examination for federal and state taxing authorities.

- Definition

The entire disclosure for income tax.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 231
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482663/740-10-55-231

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12C
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12C

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12B
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12B

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-SubTopic 270
-Name Accounting Standards Codification
-Section 50
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477891/740-270-50-1

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

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-13

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/740/tableOfContent

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

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-21

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
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-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-17

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479360/740-10-S99-2

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482603/740-30-50-2

+ Details

Related Party Transactions (Details) - USD ($)		1 Months Ended	12 Months Ended
Related Party Transactions (Details) - USD ($)	Jan. 23, 2024	Jan. 31, 2024	Dec. 31, 2024	Dec. 31, 2023
Related Party Transactions [Line Items]
Repaid amount			$ 540,000	$ 522,000
Related Party [Member]
Related Party Transactions [Line Items]
Repaid amount		$ 540,000
Secured Convertible Notes [Member]
Related Party Transactions [Line Items]
Principal amount	$ 6,400,000	6,400,000
Secured Convertible Notes [Member] \| Jeffrey Harris [Member]
Related Party Transactions [Line Items]
Secured convertible notes	320,000
Secured Convertible Notes [Member] \| Paul Sykes [Member]
Related Party Transactions [Line Items]
Secured convertible notes	25,000
Secured Convertible Notes [Member] \| Board of Directors Chairman [Member]
Related Party Transactions [Line Items]
Secured convertible notes			5,200,000
Secured Debt [Member]
Related Party Transactions [Line Items]
Principal amount	1,600,000	$ 1,600,000
Secured Debt [Member] \| Jeffrey Harris [Member]
Related Party Transactions [Line Items]
Secured convertible notes	80,000
Secured Debt [Member] \| Paul Sykes [Member]
Related Party Transactions [Line Items]
Secured convertible notes	$ 6,250
Secured Debt [Member] \| Board of Directors Chairman [Member]
Related Party Transactions [Line Items]
Secured convertible notes			$ 1,300,000

Net Loss Per Share - Schedule of Anti-Dilutive Securities Excluded From the Weighted-Average Shares (Details) - shares	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Shares Unvested and Subject to Exercise of Stock Options [Member]
Schedule of Anti-dilutive Securities Excluded from the Weighted-Average Shares [Line Items]
Anti-dilutive securities		27,792
Shares Subject To Outstanding Common Stock Options [Member]
Schedule of Anti-dilutive Securities Excluded from the Weighted-Average Shares [Line Items]
Anti-dilutive securities	2,257,073	2,244,102
Shares subject to convertible notes stock conversion [Member]
Schedule of Anti-dilutive Securities Excluded from the Weighted-Average Shares [Line Items]
Anti-dilutive securities	46,069,467	5,111,929
Shares Subject to Warrants Stock Conversion [Member]
Schedule of Anti-dilutive Securities Excluded from the Weighted-Average Shares [Line Items]
Anti-dilutive securities	16,000,000	16,586,980
Shares Subject to Contingents Earn Out [Member]
Schedule of Anti-dilutive Securities Excluded from the Weighted-Average Shares [Line Items]
Anti-dilutive securities	10,500,000	10,500,000
Restricted Stock Units (RSUs) [Member]
Schedule of Anti-dilutive Securities Excluded from the Weighted-Average Shares [Line Items]
Anti-dilutive securities	2,665,852	2,211,509

Leases (Details) - USD ($)	12 Months Ended
Leases (Details) - USD ($)	Dec. 31, 2024	Dec. 31, 2023
Leases [Line Items]
Operating lease cost	$ 641,000	$ 486,000
Lease term	98 months
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

Summary of Significant Accounting Policies (Details)	12 Months Ended
Summary of Significant Accounting Policies (Details)	Dec. 31, 2024 USD ($)	Dec. 31, 2023 USD ($)	Jan. 31, 2024 USD ($)	Jan. 23, 2024 USD ($)
Summary Of Significant Accounting Policies [Line Items]
Accumulated deficit (in Dollars)	$ (38,441,000)	$ (36,565,000)
Cash flows used in operating activities (in Dollars)	(953,000)	(3,976,000)
Working capital deficit (in Dollars)	1,800,000
Cash and cash equivalents (in Dollars)	$ 1,179,000	331,000
Operating segment	1
Reportable segment	1
Federal insured limits (in Dollars)	$ 250,000
Federally insured limits (in Dollars)	$ 700,000
Impairment loss on capitalized software costs (in Dollars)		$ 116,000
Amortized over its useful life	3 years
Secured Convertible Notes [Member] \| Term Note [Member]
Summary Of Significant Accounting Policies [Line Items]
Principal amount (in Dollars)				$ 6,400,000
Secured Term Notes [Meber]
Summary Of Significant Accounting Policies [Line Items]
Principal amount (in Dollars)			$ 1,600,000	1,600,000
Secured Term Notes [Meber] \| Term Note [Member]
Summary Of Significant Accounting Policies [Line Items]
Principal amount (in Dollars)				$ 1,600,000
One Vendor [Member] \| Supplier Concentration Risk [Member] \| Cost of Goods Sold [Member]
Summary Of Significant Accounting Policies [Line Items]
Total revenues	95.00%	86.00%
One Vendor [Member] \| Supplier Concentration Risk [Member] \| Accounts Payable [Member]
Summary Of Significant Accounting Policies [Line Items]
Total revenues	59.00%
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 Benchmark [Member]
Summary Of Significant Accounting Policies [Line Items]
Total revenues	15.00%	14.00%
Two Customers [Member] \| Customer Concentration Risk [Member] \| Accounts Receivable [Member]
Summary Of Significant Accounting Policies [Line Items]
Total revenues	40.00%	30.00%

Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Schedule of Effective Income Tax Rate Reconciliation [Abstract]
U.S. federal income tax provision at statutory rate, amount	$ (393)	$ (2,126)
U.S. federal income tax provision at statutory rate, rate	21.00%	21.00%
Increase (decrease) in taxes resulting from:
State income tax expense, amount	$ 3	$ 4
State income tax expense, rate	0.00%	5.00%
Foreign income and losses taxed at different rates, amount	$ 2	$ (28)
Foreign income and losses taxed at different rates, rate	0.00%	1.00%
Change in valuation allowance, amount	$ 192	$ 2,090
Change in valuation allowance, rate	(10.00%)	(32.00%)
Permanent items and true-ups, amount	$ 99	$ 37
Permanent items and true-ups, rate	(5.00%)	5.00%
Effect of income tax rate changes on deferred items, amount	$ 100	$ 27
Effect of income tax rate changes on deferred items, rate	(6.00%)
Provision (benefit) for income taxes	$ 3	$ 4
Provision (benefit) for income taxes, rate

Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 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 December 31, 2024, are as follows (in thousands):

At December 31, 2024
	Level 1		Level 2		Level 3		Total Fair Value
Liabilities:
Public warrants		-		11		-		11
	$	-	$	11	$	-	$	11

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):

At December 31, 2023
	Level 1		Level 2		Level 3		Total Fair Value
Liabilities:
Public warrants		3		-		-		3
	$	3	$	-	$	-	$	3

Schedule of Changes in Fair Value

Balance, January 1, 2023	$	337
Change in fair value		(334	)
Balance, December 31, 2023	$	3
Change in fair value included in earnings for the period relating to liabilities held at December 31, 2023	$	(334	)

Balance, January 1, 2024	$	3
Change in fair value		8
Balance, December 31, 2024	$	11
Change in fair value included in earnings for the period relating to liabilities held at December 31, 2024	$	8

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2024

Income Taxes [Abstract]

Schedule of U.S. and Foreign Components of Loss From Operations Before Income Taxes

U.S. and foreign components of loss from operations before income taxes were as follows (in thousands):

	Years Ended December 31,
	2024			2023
U.S.	$	(1,927	)	$	(9,713	)
Foreign		54			(516	)
	$	(1,873	)	$	(10,229	)

Schedule of Provision (Benefit) for Income Taxes

The provision (benefit) for income taxes consists of the following, (in thousands):

	Years Ended December 31,
	2024		2023
Federal	$	-	$	-
State		3		4
International		-		-
Deferred		-		-
Federal		-		-
State		-		-
International				-
	$	3	$	4

Schedule of Effective Income Tax Rate Reconciliation

The Company’s actual provision for income taxes from operations differ from the federal expected income tax provision as follows (in thousands):

	December 31, 2024						December 31, 2023
	Amount			Rate			Amount			Rate
U.S. federal income tax provision at statutory rate	$	(393	)		21	%	$	(2,126	)		21	%
Increase (decrease) in taxes resulting from:
State income tax expense		3			0	%		4			5	%
Foreign income and losses taxed at different rates		2			0	%		(28	)		1	%
Change in valuation allowance		192			(10	)%		2,090			(32	)%
Permanent items and true-ups		99			(5	)%		37			5	%
Effect of income tax rate changes on deferred items		100			(6	)%		27			-	%
Provision for income taxes	$	3			-	%	$	4			-	%

Schedule of Deferred Tax Assets and Liabilities

	Years Ended December 31,
	2024			2023
Deferred tax assets:
Accrued expenses and other liabilities	$	128		$	771
Net operating loss - US Federal		5,632			4,848
Net operating loss - US State		1,060			1,020
Net operating loss – Foreign		670			711
Intangibles		79			-
Operating lease liability		730			82
Research and development		2,070			1,974
Stock based compensation		247			525
Total gross deferred tax assets	$	10,616		$	9,931
Less: valuation allowance		(9,788	)		(9,596	)
Total deferred tax assets		828			335
Deferred tax liabilities:
Prepaid expenses and other assets	$	(38	)	$	(231	)
Deferred commissions		(47	)
Operating lease right of use asset		(690	)		(79	)
Property and equipment, net		(53	)		(25	)
Total deferred tax liabilities		(828	)		(335	)

Net deferred income tax asset (liability)	$	-		$	-

Leases

12 Months Ended

Dec. 31, 2024

Leases [Abstract]

LEASES

NOTE 16 – LEASES

The Company leases office facilities in Boca Raton, Florida, Seattle, Washington and Toronto, 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, for the Boca Raton office facilities, 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 December 31, 2024, and 2023, the following amounts were presented on the Company’s consolidated balance sheets in accordance with ASC 842 - Lease Accounting (in thousands):

Balance Sheet	December 31, 2024		December 31, 2023
Assets:
Right of use asset - operating lease	$	2,757	$	340
Liabilities:
Current	$	365	$	99
Non-current		2,551		225
Total operating lease liability	$	2,916	$	324

For the years ended December 31, 2024, and 2023, the Company’s operating lease cost was $641,000 and $486,000, respectively. Other information pertaining to capitalized assets and liabilities under the leasing standard is as follows (in thousands):

	Years Ended December 31,
Other information	2024			2023
Operating lease cost	$	641		$	486
Operating cash flows paid to operating leases	$	465		$	520
Right-of-use assets in exchange for new operating lease liabilities	$	2,781		$	412
Disposal of right-of-use assets	$	-		$	299
Disposal of operating lease liabilities associated with right-of-use assets	$	-		$	313
Weighted-average remaining lease term - operating leases (months)		82			35
Weighted-average discount rate - operating leases		9	%		9	%

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

Fiscal Year:	Operating Leases
2025	$	595
2026		592
2027		504
2028		510
2029		525
Thereafter		1,242
Total lease payments		3,968
Less imputed interest		(1,052	)
Present value of lease liabilities	$	2,916

Contract Assets - Schedule of Contract Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Contract Assets [Abstract]
Deferred sales commissions	$ 188	$ 273	$ 333

Net Loss Per Share

12 Months Ended

Dec. 31, 2024

Net Loss Per Share [Abstract]

NET LOSS PER SHARE

NOTE 19 – NET LOSS PER SHARE

As of December 31, 2024, and 2023, there were 46,348,351 and 45,339,762 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. Basic and diluted net loss per share was the same for each period presented, given that 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 years ended December 31, 2024, and 2023, respectively (in thousands, except share and per share data).

	Years Ended December 31,
	2024			2023
Loss per share:
Numerator:
Net loss	$	(1,876	)	$	(10,233	)
Denominator:
Weighted-average common shares outstanding
Basic and diluted		45,945,530			36,147,187
Net loss per common share
Basic and diluted	$	(0.04	)	$	(0.28	)

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

	Years Ended December 31,
	2024		2023
Shares unvested and subject to exercise of stock options		-		27,792
Shares subject to outstanding common stock options		2,257,073		2,244,102
Shares subject to convertible notes stock conversion		46,069,467		5,111,929
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		2,665,852		2,211,509

Prepaid Expenses and Other Current Assets - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Schedule of Prepaid Expenses and Other Current Assets [Abstract]
Prepaid insurance	$ 30	$ 379
Other prepaid expense	165	425
Deposits	89	89
Total	$ 284	$ 893

Fair Value Measurements - Schedule of Company’s Liabilities Measured at Fair Value (Details) - Fair Value, Recurring [Member] - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Liabilities:
Warrant liabilities	$ 11	$ 3
Level 1 [Member]
Liabilities:
Warrant liabilities		3
Level 2 [Member]
Liabilities:
Warrant liabilities	11
Level 3 [Member]
Liabilities:
Warrant liabilities
Public Warrants [Member]
Liabilities:
Warrant liabilities	11	3
Public Warrants [Member] \| Level 1 [Member]
Liabilities:
Warrant liabilities		3
Public Warrants [Member] \| Level 2 [Member]
Liabilities:
Warrant liabilities	11
Public Warrants [Member] \| Level 3 [Member]
Liabilities:
Warrant liabilities

Long-Term Debt - Schedule of Components of Outstanding Debt (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Long-Term Debt [Line Items]
Outstanding debt	$ 8,510
Less deferred financing fees, net	(146)
Total	8,364
Secured Term Notes [Member]
Long-Term Debt [Line Items]
Outstanding debt	214
Secured Term Notes [Member] \| Related Party [Member]
Long-Term Debt [Line Items]
Outstanding debt	1,386
Secured Convertible Notes [Member]
Long-Term Debt [Line Items]
Outstanding debt	923
Secured Convertible Notes [Member] \| Related Party [Member]
Long-Term Debt [Line Items]
Outstanding debt	$ 5,987

- Definition

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

+ References

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+ Details

- Definition

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

+ References + Details

Income Taxes - Schedule of Provision (Benefit) for Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Schedule of Provision (Benefit) for Income Taxes [Abstract]
Current Federal
Current State	3	4
Current International
Deferred
Deferred Federal
Deferred State
Deferred International
Provision (benefit) for income taxes	$ 3	$ 4

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

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+ Details

Leases (Tables)

12 Months Ended

Dec. 31, 2024

Leases [Abstract]

Schedule of Lease Cost

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

Balance Sheet	December 31, 2024		December 31, 2023
Assets:
Right of use asset - operating lease	$	2,757	$	340
Liabilities:
Current	$	365	$	99
Non-current		2,551		225
Total operating lease liability	$	2,916	$	324

	Years Ended December 31,
Other information	2024			2023
Operating lease cost	$	641		$	486
Operating cash flows paid to operating leases	$	465		$	520
Right-of-use assets in exchange for new operating lease liabilities	$	2,781		$	412
Disposal of right-of-use assets	$	-		$	299
Disposal of operating lease liabilities associated with right-of-use assets	$	-		$	313
Weighted-average remaining lease term - operating leases (months)		82			35
Weighted-average discount rate - operating leases		9	%		9	%

Schedule of Lease Liabilities Mature

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

Fiscal Year:	Operating Leases
2025	$	595
2026		592
2027		504
2028		510
2029		525
Thereafter		1,242
Total lease payments		3,968
Less imputed interest		(1,052	)
Present value of lease liabilities	$	2,916

Accounts Receivable - Schedule of Allowance for Credit Losses (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Schedule of Allowance for Credit Losses [Abstract]
Outstanding balance, December 31, 2023	$ 1,595
Current-period provision (release) for expected credit losses	779	$ 1,563
Write-offs charged against the allowance, net of recoveries and other	(1,948)
Outstanding balance, December 31, 2024	$ 426	$ 1,595

Stock Based Compensation - Schedule of Stock Options Outstanding (Details) - Stock Options [Member] - $ / shares	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of Options, Options Outstanding Balance	2,271,894		3,394,753
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		3,250,236
Weighted Average Remaining Contractual Life, Options Vested and Exercisable Outstanding Balance	3 years 9 months 21 days	4 years 9 months 3 days	5 years 9 months 14 days
Weighted Average Exercise Price, Options Vested and Exercisable Outstanding Ending Balance	$ 0.56		$ 0.54
Number of Options, Options granted
Weighted Average Exercise Price (per share), Options granted
Number of Options, Options exercised		(727,233)
Weighted Average Exercise Price (per share), Options exercised		$ 0.38
Number of Options, Options forfeited and cancelled	(14,821)	(395,626)
Weighted Average Exercise Price (per share), Options forfeited and cancelled	$ 0.96	$ 0.84
Number of Options, Options Outstanding Balance	2,257,073	2,271,894
Weighted Average Exercise Price (per share), Outstanding Balance at Beginning	$ 0.57	$ 0.57
Number of Options, Options Vested and Exercisable Outstanding Balance	2,257,073	2,244,102
Weighted Average Exercise Price, Options Vested and Exercisable Outstanding Ending Balance	$ 0.57	$ 0.56

Convertible Note Receivable

12 Months Ended

Dec. 31, 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 general and administrative expenses on the Company’s consolidated statements of operations for the year ended December 31, 2023.

Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Deferred tax assets:
Accrued expenses and other liabilities	$ 128	$ 771
Net operating loss - US Federal	5,632	4,848
Net operating loss - US State	1,060	1,020
Net operating loss – Foreign	670	711
Intangibles	79
Operating lease liability	730	82
Research and development	2,070	1,974
Stock based compensation	247	525
Total gross deferred tax assets	10,616	9,931
Less: valuation allowance	(9,788)	(9,596)
Total deferred tax assets	828	335
Deferred tax liabilities:
Prepaid expenses and other assets	(38)	(231)
Deferred commissions	(47)
Operating lease right of use asset	(690)	(79)
Property and equipment, net	(53)	(25)
Total deferred tax liabilities	(828)	(335)
Net deferred income tax asset (liability)

Convertible Note Receivable (Details) - USD ($)	12 Months Ended
Convertible Note Receivable (Details) - USD ($)	Dec. 31, 2024	Dec. 31, 2023	Apr. 30, 2022
Convertible Note Receivable [Line Items]
Fair value		$ 0
Loss	$ (636,000)
Accrued interest income	1,100,000
Convertible Note [Member]
Convertible Note Receivable [Line Items]
Principal amount			$ 250,000
Accrued interest rate			5.00%
Loss	272,000
Accrued interest income	$ 22,000

Net Loss Per Share (Details) - shares	Dec. 31, 2024	Dec. 31, 2023
Net Loss Per Share [Abstract]
Common stock issued	46,348,351	45,339,762
Common stock outstanding	46,348,351	45,339,762

Consolidated Statements of Operations - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Income Statement [Abstract]
Net Revenues	$ 24,649	$ 28,050
Cost of revenues	6,655	6,486
Gross profit	17,994	21,564
Expenses
Selling, servicing and marketing	4,726	8,278
Technology and software development	5,901	8,011
General and administrative	7,967	13,615
Total operating expenses	18,594	29,904
Loss from operations	(600)	(8,340)
Other income (expenses)
Interest income	6	24
Interest expense	(2,208)	(2,247)
Gain on note repurchase	1,573
Loss on debt extinguishment	(636)
Change in fair value of warrants	(8)	334
Other income (expenses)	(1,273)	(1,889)
Loss before income taxes	(1,873)	(10,229)
Income taxes expense	3	4
Net loss	$ (1,876)	$ (10,233)
Net loss per common share:
Basic (in Dollars per share)	$ (0.04)	$ (0.28)
Diluted (in Dollars per share)	$ (0.04)	$ (0.28)
Weighted-average common shares outstanding:
Basic (in Shares)	45,945,530	36,147,187
Diluted (in Shares)	45,945,530	36,147,187

Accounts Receivable - Schedule of Accounts Receivable, Net (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Schedule of Accounts Receivable, Net [Abstract]
Accounts receivable	$ 1,945	$ 3,690
Unbilled receivables	694	853
Total receivables	2,639	4,543
Less allowance for credit loss	(426)	(1,595)
Accounts receivable, net	$ 2,213	$ 2,948

Contract Assets (Tables)

12 Months Ended

Dec. 31, 2024

Contract Assets [Abstract]

Schedule of Contract Assets

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

		December 31, 2024				December 31, 2023
Deferred sales commissions		$	188			$	273

Schedule of Movement in the Contract Assets

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

	December 31, 2024			December 31, 2023

Contract assets at start of the period	$	273		$	333
Expense deferred during the period		105			165
(Less) amounts expensed during the period		(190	)		(225	)
Contract assets at end of the period	$	188		$	273

Property and Equipment (Details) - USD ($) $ in Thousands	12 Months Ended
Property and Equipment (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Property, Plant and Equipment [Line Items]
Useful life of computer equipment, software, furniture and fixtures	3 years
Depreciation and amortization expense	$ 180	$ 272

Warrant Liabilities (Details) - USD ($)	12 Months Ended
Warrant Liabilities (Details) - USD ($)	Dec. 31, 2024	Dec. 31, 2023
Warrant Liabilities [Line Items]
Aggregate consideration	$ 11,000	$ 3,000
Purchase of each warrants (in Shares)	1
Fair value of warrant	$ 8,000	(334,000)
Warrants [Member]
Warrant Liabilities [Line Items]
Fair value of warrant	$ 8,000	(334,000)
Private Placement Warrant [Member]
Warrant Liabilities [Line Items]
Warrants purchased (in Shares)	6,000,000
Public and Private Warrants [Member]
Warrant Liabilities [Line Items]
Fair value of warrant	$ 11,200	$ 3,200
Class A Ordinary Shares [Member]
Warrant Liabilities [Line Items]
Ordinary shares price per share (in Dollars per share)	$ 11.5
Aggregate consideration	$ 6,000,000
Purchase of each warrants (in Shares)	1
Class A Ordinary Shares [Member] \| Warrants [Member]
Warrant Liabilities [Line Items]
Warrants purchased (in Shares)	10,000,000
Ordinary shares price per share (in Dollars per share)	$ 11.5
Aggregate consideration	$ 10,000,000

Fair Value Measurements - Schedule of Changes in Fair Value (Details) - Public Warrants [Member] - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Schedule of Changes in Fair Value [Line Items]
Beginning balance	$ 3	$ 337
Change in fair value	8	(334)
Ending balance	11	3
Change in fair value included in earnings for the period relating to liabilities	$ 8	$ (334)

Long-Term Debt (Tables)

12 Months Ended

Dec. 31, 2024

Long-Term Debt [Abstract]

Schedule of Components of Outstanding Debt

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

	December 31, 2024			December 31, 2023
2024 Secured Term Notes – related parties	$	1,386		$	-
2024 Secured Term Notes		214			-
2024 Secured Convertible Notes – related parties		5,987			-
2024 Secured Convertible Notes		923			-
		8,510			-
Less deferred financing fees, net		(146	)		-
	$	8,364		$	-

- 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

Leases - Schedule of Lease Liabilities Mature (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Schedule of Lease Liabilities Mature [Abstract]
2025	$ 595
2026	592
2027	504
2028	510
2029	525
Thereafter	1,242
Total lease payments	3,968
Less imputed interest	(1,052)
Present value of lease liabilities	$ 2,916	$ 324

Audit Information	12 Months Ended
Audit Information	Dec. 31, 2024
Auditor [Table]
Auditor Name	WithumSmith+Brown, PC
Auditor Firm ID	100
Auditor Location	New York, New York
Auditor Opinion [Text Block]	Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheet of SpringBig Holdings, Inc. and its subsidiaries (the “Company”) as of December 31, 2024, and the related consolidated statements of operations, changes in stockholders’ deficit and cash flows for the year then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

Net Loss Per Share - Schedule of Basic and Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Numerator:
Net loss	$ (1,876)	$ (10,233)
Weighted-average common shares outstanding
Basic	45,945,530	36,147,187
Diluted	45,945,530	36,147,187
Net loss per common share
Basic	$ (0.04)	$ (0.28)
Diluted	$ (0.04)	$ (0.28)

- 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 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

- Definition

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

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-Subparagraph (SX 210.13-01(a)(4)(iii)(A))
-Publisher FASB
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+ Details

Benefit Plan (Details) - USD ($)	12 Months Ended
Benefit Plan (Details) - USD ($)	Dec. 31, 2024	Dec. 31, 2023
Defined Contribution Plan [Abstract]
Contributions amount	$ 363,000	$ 529,000

Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
Allowance for credit losses (in Dollars)	$ 426	$ 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	46,348,351	45,339,762
Common stock, shares,outstanding	46,348,351	45,339,762

Net Loss Per Share (Tables)

12 Months Ended

Dec. 31, 2024

Net 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 years ended December 31, 2024, and 2023, respectively (in thousands, except share and per share data).

	Years Ended December 31,
	2024			2023
Loss per share:
Numerator:
Net loss	$	(1,876	)	$	(10,233	)
Denominator:
Weighted-average common shares outstanding
Basic and diluted		45,945,530			36,147,187
Net loss per common share
Basic and diluted	$	(0.04	)	$	(0.28	)

Schedule of Anti-Dilutive Securities Excluded From the Weighted-Average Shares

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

	Years Ended December 31,
	2024		2023
Shares unvested and subject to exercise of stock options		-		27,792
Shares subject to outstanding common stock options		2,257,073		2,244,102
Shares subject to convertible notes stock conversion		46,069,467		5,111,929
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		2,665,852		2,211,509

Accounts Receivable (Tables)

12 Months Ended

Dec. 31, 2024

Accounts Receivable [Abstract]

Schedule of Accounts Receivable, Net

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

	December 31, 2024			December 31, 2023
Accounts receivable	$	1,945		$	3,690
Unbilled receivables		694			853
Total receivables		2,639			4,543
Less allowance for credit loss		(426	)		(1,595	)
Accounts receivable, net	$	2,213		$	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 year ending December 31, 2024 (in thousands).

	Allowance for credit losses
Outstanding balance, December 31, 2023	$	1,595
Current-period provision (release) for expected credit losses		779
Write-offs charged against the allowance, net of recoveries and other		(1,948	)
Outstanding balance, December 31, 2024	$	426

Prepaid Expenses and Other Current Assets

12 Months Ended

Dec. 31, 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):

	December 31, 2024		December 31, 2023
Prepaid insurance	$	30	$	379
Other prepaid expense		165		425
Deposits		89		89
	$	284	$	893

Accounts Receivable

12 Months Ended

Dec. 31, 2024

Accounts Receivable [Abstract]

ACCOUNTS RECEIVABLE

NOTE 3 – ACCOUNTS RECEIVABLE

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

	December 31, 2024			December 31, 2023
Accounts receivable	$	1,945		$	3,690
Unbilled receivables		694			853
Total receivables		2,639			4,543
Less allowance for credit loss		(426	)		(1,595	)
Accounts receivable, net	$	2,213		$	2,948

Credit loss expense was $0.7 million and $1.6 million for the years ending December 31, 2024, and 2023, respectively.

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

	Allowance for credit losses
Outstanding balance, December 31, 2023	$	1,595
Current-period provision (release) for expected credit losses		779
Write-offs charged against the allowance, net of recoveries and other		(1,948	)
Outstanding balance, December 31, 2024	$	426

Revenue Recognition (Details)	12 Months Ended
Revenue Recognition (Details)	Dec. 31, 2024	Dec. 31, 2023
United States [Member] \| Geographic Concentration Risk [Member] \| Revenue [Member]
Revenue Recognition [Line Items]
Revenue percentage	97.00%	97.00%

Warrant Liabilities

12 Months Ended

Dec. 31, 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 December 31, 2024, and 2023, the estimated fair value of the warrants was $11,200 and $3,200, respectively.

The Company recorded a change in fair value gain of approximately $8,000 and $334,000 for the years ended December 31, 2024 and 2023, respectively. These amounts are included in the statements of operations for the year ended December 31, 2024, and 2023.

The fair value is determined in accordance with ASC 820, Fair Value Measurement. See Note 18, Fair Value Measurements, to the accompanying consolidated financial statements for further information.

Stockholders' Equity (Details) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended	12 Months Ended
	May 31, 2023	Dec. 31, 2024	Dec. 31, 2023
Stockholders’ Equity [Line Items]
Cash proceeds (in Dollars)	$ 3,000
Issuance shares	9,900,000
Converted amount (in Dollars)			$ 1,250
Converted issuance			4,115,903
Additional shares			1,575,000
Settlement issuance share		255,102	436,260
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
Senior Secured Convertible Note [Member]
Stockholders’ Equity [Line Items]
Holder percentage			6.00%
Senior Secured Convertible [Member]
Stockholders’ Equity [Line Items]
Converted issuance			5,690,903
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
Share Settlement [Member]
Stockholders’ Equity [Line Items]
Settlement issuance share			1,700,000

Contract Assets

12 Months Ended

Dec. 31, 2024

Contract Assets [Abstract]

CONTRACT ASSETS

NOTE 13 – CONTRACT ASSETS

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

		December 31, 2024				December 31, 2023
Deferred sales commissions		$	188			$	273

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

	December 31, 2024			December 31, 2023

Contract assets at start of the period	$	273		$	333
Expense deferred during the period		105			165
(Less) amounts expensed during the period		(190	)		(225	)
Contract assets at end of the period	$	188		$	273

Description of Business

12 Months Ended

Dec. 31, 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.

6% Senior Secured Convertible Notes (Details)			12 Months Ended
6% Senior Secured Convertible Notes (Details)	Jan. 23, 2024 USD ($)	Jun. 14, 2022 USD ($)	Dec. 31, 2024 USD ($) shares	Dec. 31, 2023 USD ($)
6% Senior Secured Convertible Notes [Line Items]
Proceeds received			$ 1,600,000
Fair value of warrant			11,000	3,000
Purchase obligation	$ 2,900,000		2,895,000	3,238,000
Gain on repurchase of note			1,573,000
Interest expense			$ 1,100,000
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	960,000
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

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Cash flows from operating activities
Net loss	$ (1,876)	$ (10,233)
Adjustments to reconcile net loss to net cash used in operating activities:
Gain on note repurchase	(1,573)
Non-cash interest expense	108
Loss on debt extinguishment	636
Depreciation and amortization	180	272
Discount amortization on convertible note		783
Amortization of debt financing costs	359
Stock-based compensation expense	742	821
Credit loss expense	779	1,563
Convertible note impairment		259
Abandoned software implementation assets		134
Accrued interest on convertible notes	460	68
Amortization of operating lease right of use assets	364	409
Change in fair value of warrants	8	(334)
Changes in operating assets and liabilities:
Accounts receivable	(44)	(1,621)
Prepaid expenses and other current assets	609	613
Contract assets	85	60
Accounts payable and other liabilities	(1,606)	2,228
Operating lease liabilities	(189)	(458)
Deferred payroll tax credits		1,751
Deferred revenue	5	(291)
Net cash used in operating activities	(953)	(3,976)
Cash flows from investing activities
Purchases of property and equipment	(64)	(351)
Net cash used in investing activities	(64)	(351)
Cash flows from financing activities
Proceeds from the issuance of convertible notes	6,400
Repayment of convertible notes	(2,895)	(3,238)
Proceeds from the issuance of term notes	1,600
Proceeds from short-term cash advances		2,467
Repayment of short-term cash advances	(1,925)	(542)
Proceeds from related party payable		350
Repayment of related party payable	(540)	(522)
Cost of convertible and term note issuance	(775)
Proceeds from issuance of common stock		2,661
Cost of equity issuance		(338)
Proceeds from exercise of stock options		274
Net cash provided by financing activities	1,865	1,112
Net increase/(decrease) in cash and cash equivalents	848	(3,215)
Cash and cash equivalents, at beginning of the period	331	3,546
Cash and cash equivalents, at end of the period	1,179	331
Supplemental cash flows disclosures
Income taxes paid	4	3
Interest paid	1,061	1,432
Non-cash investing and financing activities
Common stock issued for services rendered relating to debt financing	37
Amount added to principal for non-cash interest on and non-cash amendment to Convertible Notes	510
Legal settlements satisfied through issuance of common stock		263
Satisfaction of professional services through issuance of common stock		56
Obtaining a right-of-use asset in exchange for a lease liability	2,781	412
Related party payments on accounts payable		712
Conversion of convertible note and outstanding interest into common stock		$ 1,450

Stock Based Compensation (Details) - USD ($)			12 Months Ended
Stock Based Compensation (Details) - USD ($)	Jan. 01, 2024	Jun. 13, 2022	Dec. 31, 2024	Dec. 31, 2023
Stock Based Compensation [Line Items]
Shares reserved for issuance (in Shares)			1,525,175	1,332,986
Common stock, rate			5.00%	5.00%
Number of shares authorized (in Shares)	2,266,988
Intrinsic value of options exercised				$ 162,000
Intrinsic value			$ 2,257,073
Options exercisable			0
Total compensation cost			0
Compensation expense			707,000	704,000
Restricted Stock Units (RSUs) [Member]
Stock Based Compensation [Line Items]
Remaining expense			700,000
Legacy Incentive Plan [Member]
Stock Based Compensation [Line Items]
Compensation expense			$ 35,000	$ 118,000
2022 Incentive Plan [Member]
Stock Based Compensation [Line Items]
Common stock, rate		5.00%
Total shares authorized (in Shares)			5,125,149

Insider Trading Arrangements	12 Months Ended
Insider Trading Arrangements	Dec. 31, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Pay vs Performance Disclosure - USD ($) $ in Thousands	12 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ (1,876)	$ (10,233)

- Definition

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

+ References

+ Details

6% Senior Secured Convertible Notes

12 Months Ended

Dec. 31, 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 December 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 year ended December 31, 2024.

The Company recorded $14,000 and $960,000 of interest expense in connection with the Senior Secured Convertible Notes for the year ended December 31, 2024, and December 31, 2023, respectively.

Long-Term Debt (Details) - USD ($)		12 Months Ended
Long-Term Debt (Details) - USD ($)	Nov. 11, 2024	Dec. 31, 2024	Dec. 31, 2023	Mar. 31, 2025	Jan. 31, 2025	Jan. 17, 2025	Jan. 31, 2024	Jan. 23, 2024
Long-Term Debt [Line Items]
Non-cash interest added to the outstanding principal		$ 510,000
EBITDA exceeding amount		900,000
Excess cash balance		$ 64,000
Remaining cash flow percentage		10.00%
Derecognized debt		$ 6,300,000
Recognized debt		6,900,000
Loss on extinguishment		(636,000)
Interest expense		$ 1,100,000
Secured Convertible Notes [Member]
Long-Term Debt [Line Items]
Principal amount							$ 6,400,000	$ 6,400,000
Secured term notes		8.00%
Effect interest rates percentage	0.75%
Loss on extinguishment		$ 600,000
Secured Term Notes [Member]
Long-Term Debt [Line Items]
Principal amount							$ 1,600,000	$ 1,600,000
Secured term notes		12.00%
Minimum cash balance	$ 1,000,000
Maximum [Member] \| Secured Convertible Notes [Member]
Long-Term Debt [Line Items]
Secured term notes	13.00%
Maximum [Member] \| Secured Term Notes [Member]
Long-Term Debt [Line Items]
Secured term notes	17.00%
Common Stock [Member] \| Secured Convertible Notes [Member]
Long-Term Debt [Line Items]
Conversion price per share (in Dollars per share)		$ 0.15
Subsequent Event [Member] \| Secured Convertible Notes [Member]
Long-Term Debt [Line Items]
Principal amount					$ 266,000	$ 160,000
Forecast [Member] \| Maximum [Member]
Long-Term Debt [Line Items]
Maximum reduction percentage				14.00%
Forecast [Member] \| Minimum [Member]
Long-Term Debt [Line Items]
Maximum reduction percentage				10.00%

Accrued Expenses and Other Current Liabilities - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Schedule of Accrued Expenses and Other Current Liabilities [Abstract]
Accrued wages, commission and bonus	$ 254	$ 393
Accrued professional fees	110	176
Accrued interest on 2024 Secured Convertible and Term Notes	460
Sales tax payable	504	113
Deferred financial advisory fees	1,000	1,000
Other liabilities	302	269
Accrued Expenses and Other Current Liabilities	$ 2,630	$ 1,951

Commitments and Contingencies

12 Months Ended

Dec. 31, 2024

Commitments and Contingencies [Abstract]

COMMITMENTS AND CONTINGENCIES

NOTE 15 – COMMITMENTS AND CONTINGENCIES

Litigation

The Company evaluates the possible resolution of any legal and other contingencies when losses are possible in accordance with ASC 450, Contingencies (“ASC 450”). Significant judgment is required in both the determination of the probability of an outcome as well as the determination of an estimate of the amount of any potential loss.

The Company received a civil investigative demand from the United States Attorney’s Office with regard to its Paycheck Protection Program Loan (“PPP Loan”) originally received in 2020 and forgiven in 2021. The investigation is based on whether the Company was eligible for a PPP Loan if its software products are in fact used to support the use, growth, enhancement or development of marijuana. The amount of the PPP Loan was approximately $790,000. This creates the potential for a contingent loss of up to $1.6 million. The Company believes a loss is reasonably possible, but not probable, and can be reasonably estimated, therefore pursuant to ASC 450 the potential loss has been disclosed but not recorded.

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.

During the year ended December 31, 2023, the Company settled a dispute concerning the granting in 2017 of a non-exclusive, perpetual license to install and use certain of the Company’s software and derivative works, subject to certain limitations. As a result of the settlement, the Company recorded a liability of approximately $0.8 million. As of December 31, 2023, the Company has settled a portion of this liability through cash payments of $0.2 million and an equity issuance of $0.3 million. The remaining $0.3 million was paid in equal installments of $40,000 on the last day of each month until the balance was settled in full by July 2024.

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 year ended December 31, 2023, we received $2.0 million related to these credits, recognized $0.6 million as an offset related to operating expenses thorough accounts payable, and we have deferred recognition of remaining $1.4 million, which is recorded in current liabilities on the accompanying consolidated balance sheets.

Description of Business (Details)	Dec. 31, 2024
Description of Business [Abstract]
Number of subsidiaries	1

Fair Value Measurements (Details) - USD ($)	12 Months Ended
Fair Value Measurements (Details) - USD ($)	Dec. 31, 2024	Dec. 31, 2023
Fair Value Measurements [Line Items]
Number of shares issuable per each warrant (in Shares)	1
Fair value adjustment of warrants (in Dollars)	$ 8,000	$ (334,000)
Public and Private Warrants [Member]
Fair Value Measurements [Line Items]
Fair value adjustment of warrants (in Dollars)	$ 11,200	$ 3,200
Warrants closing price	$ 0.0007
Public Warrants [Member]
Fair Value Measurements [Line Items]
Warrants closing price		$ 0.0002
Class A Ordinary Shares [Member]
Fair Value Measurements [Line Items]
Exercise price of warrants	$ 11.5
Number of shares issuable per each warrant (in Shares)	1
Class A Ordinary Shares [Member] \| Warrant Liabilities [Member]
Fair Value Measurements [Line Items]
Warrants outstanding (in Shares)	10,000,000
Exercise price of warrants	$ 11.5
Private Placement [Member]
Fair Value Measurements [Line Items]
Warrants outstanding (in Shares)	6,000,000

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 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 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”).

Going Concern, Liquidity and Management’s Plans

Historically, the Company has incurred losses, which have resulted in an accumulated deficit of approximately $38.4 million as of December 31, 2024. Cash flows used in operating activities were $1.0 million for the year ended December 31, 2024. As of December 31, 2024, the Company had a working capital deficit of approximately $1.8 million, inclusive of $1.2 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.

Based on management projections and cash on hand, the Company estimate that its liquidity and cash resources are sufficient for our current and projected financial needs for the next twelve months, at a minimum.

The accompanying 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

The Company translates the consolidated financial statements of its 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. Exchange differences are included in interest expense in the consolidated statement of operations.

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 has used best estimates based on facts and circumstances available to it 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 the 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. The Company believes that the assumptions and estimates associated with income taxes, equity-based compensation (including issuance of common stock for services rendered), warrants, imputed interest on operating lease liabilities, using the U.S. treasuries rate for a similar term prevailing at the lease commencement date as the benchmark rate and adding an appropriate risk margin, valuation of the 2024 Secured Term Notes and 2024 Secured Convertible Notes carrying values regarding debt modification or extinguishment, 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. The chief operating decision maker (“CODM”) reviews financial information presented for the purposes of allocating resources and evaluating financial performance at an entity level. The Company’s Chief Executive Officer (“CEO”) is the CODM, and the Company has no segment managers who are held accountable by the CODM 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. The Company determined that it has one operating and reportable segment in accordance with Accounting Standards Codification (“ASC”) 280, Segment Reporting.

Fair Value of Financial Instruments

The Company’s financial assets, which include cash equivalents, current financial assets and 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 the Company to concentration of credit risk consist principally of cash and cash equivalents and accounts receivable. The Company deposits its cash and cash equivalents with high credit-quality financial institutions. Such deposits may be in excess of federally insured limits. To date, the Company has not experienced any losses on our cash and cash equivalents. The Company performs periodic evaluations of the relative credit standing of the financial institutions.

The Company performs ongoing credit evaluations of its customers’ financial condition and require no collateral from its customers. The Company maintains a credit loss reserve for expected credit losses based upon the expected collectability of accounts receivable balances.

The Company had one customer representing 15% of total revenues for the year ended December 31, 2024, and the same customer represented more than 14% of total revenues for the year ended December 31, 2023.

At December 31, 2024, the Company had two customers representing 40% of accounts receivable and the same two customers represented 30% of accounts receivable at December 31, 2023.

The Company had one vendor representing 95% of cost of goods sold for the year ended December 31, 2024, and the same vendor represented 86% of cost of goods sold for the year ended December 31, 2023.

The Company had two vendors representing 59% of accounts payable as of December 31, 2024. At December 31, 2023, two vendors represented 30% of accounts payable.

Deferred Financing Costs

On January 23, 2024, the Company issued $6.4 million aggregate principal amount of 2024 Secured Convertible Notes and $1.6 million aggregate principal amount of 2024 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 three-year term of the debt up to January 2027.

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. There are no cash equivalents at the years ending December 31, 2023 and 2024.

As of December 31, 2024, the Company exceeded the federally insured limits of $250,000 for interest and non-interest-bearing deposits. The Company had cash balances with a single financial institution in excess of the FDIC insured limits by amounts of $0.7 million as of December 31, 2024. The Company monitors the financial condition of such institution and have not experienced any losses associated with these accounts.

Property and Equipment

Property and equipment are carried at cost less accumulated depreciation. Major additions and improvements which extend the life of the assets are capitalized whereas maintenance and repairs, which do not improve or extend the life of the respective assets, are expensed as incurred. When property or equipment is sold or otherwise disposed of, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is included in income.

Depreciation is calculated using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized over the shorter of their estimated useful lives or the terms of the leases.

Accounts Receivable, Net & Allowance for Credit Losses

Accounts receivable include billed and unbilled receivables, net of allowance for credit losses. Accounts receivable are recorded at invoiced amounts and do not bear interest. Unbilled receivables relate to revenue earned in advance of invoicing per contractual terms with customers. The allowance for credit losses is based on the Company’s assessment of the collectability of accounts receivable considering various factors, including the age of each outstanding invoice, the collection history of each customer, historical write-off experience, current economic conditions, and reasonable and supportable forecasts of future economic conditions over the life of the receivable. The Company assesses collectability by reviewing accounts receivable on an aggregate basis when similar characteristics exist and on an individual basis when specific customers with collectability issues are identified. Accounts receivable deemed uncollectible are charged against the allowance for credit losses when identified.

Contract Assets (Deferred Commission)

The Company recognized a contract asset for the incremental costs (i.e., sales commissions) of obtaining a contract because the Company expects to recover those costs through future fees for the services to be provided. The Company amortizes the asset over the course of three years, which is the estimated number of years a customer is retained.

Capitalized Software Development Costs

Internal and external costs associated with the development stage of computer applications, as well as for upgrades and enhancements that result in additional functionality of the applications, are capitalized in accordance with Accounting Standards Codification (“ASC”) 350-40, Internal-Use Software Accounting and Capitalization. Internal and external training and maintenance costs are charged to expense as incurred or over the related service period. When a software application is placed in service, the Company begins amortizing the related capitalized software costs using the straight-line method based on its estimated useful life, which is generally three years.

Impairment of Long-Lived Assets

The Company reviews the carrying value of property and equipment for impairment whenever events and circumstances indicate that the carrying value of an asset may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition. In cases where undiscounted expected future cash flows are less than the carrying value, an impairment loss is recognized equal to an amount by which the carrying value exceeds the fair value of assets. The factors considered by management in performing this assessment include current operating results, trends, and prospects, as well as the effects of obsolescence, demand, competition, and other economic factors. The Company recognized an impairment loss on capitalized software costs of approximately $116,000 as a result of an unsuccessful application implementation in the year ended December 31, 2023. There were no impairment losses recognized in the year ended December 31, 2024.

Intangible Assets

The Company accounts for intangible assets under ASC 350, Goodwill and Other. Intangible assets represent software acquired in the acquisition of Beaches Development Group in 2021. The amount is recorded at fair value on the date of the acquisition and amortized over its useful life of 3 years, using the straight-line method. The amount for intangible assets is included in property and equipment on the balance sheets – see Note 5.

Deferred Payroll Tax Credits

The Company may be eligible to receive certain payroll tax credits as a result of governmental legislation. Due to the complexities in calculating and qualifying for payroll tax credits, any benefits we may receive are uncertain and may significantly differ from our current estimates. Accordingly, we record any benefits related to these types of 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.

Revenue Recognition

The Company follows the provisions of FASB Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers, which provides guidance on the recognition, presentation, and disclosure of revenue in financial statements. ASC 606 outlines the basic criteria that must be met to recognize revenue and provides guidance for disclosure related to revenue recognition policies. The Company recognizes revenue upon transfer of control of promised services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those services. The Company reports revenue net of sales and other taxes collected from customers to be remitted to government authorities.

For a standard contract, the Company works with a customer to provide access to an integrated platform that provides all the functions of its proprietary software, which utilizes proprietary technology to send text, push or email messages to the customer’s contacts based on a credit system. Through this software, the Company allows merchants to provide loyalty plans and rewards directly to consumers through an internet portal and mobile applications. The functions of the software themselves do not have individual value to the customer. Each customer is buying the license to the platform to receive all the benefits of the platform. Therefore, the Company’s single performance obligation is to provide customers the ability to use its proprietary software application that provides marketing and customer engagement services to cannabis dispensaries throughout the United States and Canada.

Nature of Promises to Transfer - The services provided by the Company’s software are subscription based with the Company providing its customer access to the software for an initial contract term that is generally one year, with automatic annual renewals. Revenue is earned monthly, which consists of the contracted monthly fixed fee for software access and a specified volume of messaging credits plus, if any, optional purchases for additional credits.

Timing of Satisfaction - Control of services is transferred during a subscription period. Services provided by the Company are performed over time on a monthly basis and over a designated contract term generally for up to twelve months.

Allocating the Transaction Price - The transaction price of a subscription is the amount of consideration to which the Company expects to be entitled in exchange for transferring promised services to a customer.

To determine the transaction price of a contract, the Company considers its customary business practices as well as the terms of the contract. For the purpose of determining transaction prices, the Company assumes that the services will be transferred to the customer as promised in accordance with existing contracts and that the contracts will not be cancelled, renewed, or modified.

The Company’s contracts with customers have fixed transaction prices, and a variable component based on the volume of messages, that are denominated in U.S. and Canadian dollars. Consideration paid for services that customers purchase from the Company is nonrefundable. Therefore, at the time revenue is recognized, the Company does not estimate expected refunds for services. Customer discounts are netted against revenue and are recognized as incurred.

There is only one performance obligation for the Company’s standard contract. As such, the transaction price is allocated entirely to that obligation.

Beginning in 2024, the Company also facilitates its customers, through the platform, being able to offer VIP loyalty programs and establish gift cards on their mobile app. Although facilitated by the SpringBig platform, the VIP loyalty and gift card transactions occur directly between the customers and their end-user consumers. The Company receives a proportion of the transaction value. The Company accounts for this revenue on a net basis given it is an agent not principal in the transactions.

Practical Expedients - The Company has adopted certain practical expedients. The Company has elected to apply the portfolio approach practical expedient to evaluate contracts with customers that share the same revenue recognition patterns as the result of evaluating them as a group will have substantially the same result as evaluating them individually.

Cost of Revenues

Cost of revenues principally consists of amounts payable to distributors of messages on behalf of customers across cellular networks and the cost of third-party data and integrations.

Selling, Servicing and Marketing Expenses

Selling, servicing and marketing expenses consist primarily of personnel and related costs, including salaries, benefits, bonuses, commissions and travel for our sales team, client success and marketing team. Other costs included in this expense are marketing and promotional events. Advertising costs are charged to marketing expense as incurred.

Technology and Software Development

Technology and software development expense consist primarily of personnel and related costs, including salaries, benefits, bonuses and cost of server usage by our developers, and hosting fees relating to the Company’s cloud-based platform.

General and Administrative Expenses

General and administrative expenses consist primarily of personnel and related costs for our executive, finance, legal, human resources, and administrative personnel, including salaries, benefits, bonuses, and stock-based compensation, legal, accounting, other professional service fees and other corporate expenses.

Stock-Based Compensation

ASC 718, Compensation - Stock Compensation, addresses accounting for share-based awards, including stock options, restricted stock, performance shares and warrants. Stock-based compensation for stock options to employees and non-employees is based upon the fair value of the award on the date of grant. We record forfeitures as they occur. The compensation cost is recognized over the requisite service period, which is generally the vesting period, and is included in general and administrative expenses in the consolidated statements of operations. Stock-based compensation for restricted stock is based on the fair value at the date of grant and recognized over the vesting period.

The Company estimates the fair value of stock options using the Black-Scholes valuation model. The expected life represents the term the options granted are expected to be outstanding. The expected volatility was determined using the historical volatility of similar publicly traded companies. The risk-free interest rate is based on the U.S. Treasury rate in effect at the time of grant.

Earnings Per Share

The Company computes net income per share in accordance with ASC 260, Earnings Per Share. Under the provisions of ASC 260, basic net income per share is computed by dividing the net income available to common shareholders by the weighted average common shares outstanding during the period. Diluted net income per share adjusts basic net income per share for the effects of stock options, warrants, convertible notes and restricted stock awards only in periods, or for such awards in which the effect is dilutive. ASC 260 also requires the Company to present basic and diluted earnings per share information separately for each class of equity instruments that participate in any income distribution with primary equity instruments.

Income Taxes

We record current income taxes based on our estimates of current taxable income and provide for deferred income taxes to reflect estimated future income tax payments and receipts. We are subject to federal income taxes as well as state taxes. In addition, we are subject to taxes in the foreign jurisdictions where we operate.

The Company records a deferred tax asset or liability based on the difference between financial statement and tax basis of assets and liabilities as measured by the anticipated tax rates which will be in effect when these differences reverse. The measurement of deferred tax assets is reduced, if necessary, by the amount of any tax benefits that, based on available evidence, are not expected to be realized. The Company adopted ASU 2016-17, Balance Sheet Classification of Deferred Taxes. The guidance requires that all deferred tax assets and liabilities, along with any related valuation allowance, be classified as noncurrent on the balance sheet. As a result, each jurisdiction will only have one net noncurrent deferred tax asset or liability.

The Company has evaluated its tax positions for any uncertainties based on the technical merits of the positions taken. The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be upheld on examination by taxing authorities. The Company has analyzed the tax positions taken and has concluded that as of December 31, 2024, and 2023, there are no uncertain tax positions taken, or expected to be taken, that would require recognition of a liability or disclosure in the financial statements.

Recent Accounting Pronouncements

In November 2023, the FASB issued ASU No. 2023-07 (Topic 280), Improvements to Reportable Segment Disclosures. The ASU requires enhanced disclosures about significant segment expenses. Additionally, it requires disclosure of the title and position of the individual identified as the CODM and an explanation of how the CODM uses the reported measures of a segment’s profit or loss in assessing segment performance and deciding how to allocate resources. The Company has applied the ASU retrospectively with effect from January 1, 2023. Refer to Note 22 in the financial statements. The adoption resulted in expanded segment reporting disclosures, with no impacts on our financial condition and results of operations.

Recent Accounting Pronouncements Not Yet Adopted

In December 2023, the FASB issued ASU No. 2023-09 (Topic 740), Improvements to Income Tax Disclosures. The ASU requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as an expansion of other income tax disclosures. The ASU is effective on a prospective basis for annual reporting periods beginning after December 15, 2024. The Company is currently evaluating the impact this ASU will have on its consolidated financial statements and related disclosures.

In November 2024, the FASB issued ASU No. 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40). The ASU requires incremental disclosures about specific expense categories, including but not limited to, purchases of inventory, employee compensation, depreciation, amortization, and selling expenses. The amendments are effective for fiscal years beginning after December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted, and the amendments may be applied either prospectively or retrospectively. The Company is currently evaluating this ASU to determine its impact on the Company’s disclosures.

Long-Term Debt

12 Months Ended

Dec. 31, 2024

Long-Term Debt [Abstract]

LONG-TERM DEBT

NOTE 9 – LONG-TERM DEBT

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

	December 31, 2024			December 31, 2023
2024 Secured Term Notes – related parties	$	1,386		$	-
2024 Secured Term Notes		214			-
2024 Secured Convertible Notes – related parties		5,987			-
2024 Secured Convertible Notes		923			-
		8,510			-
Less deferred financing fees, net		(146	)		-
	$	8,364		$	-

The amounts outstanding on December 31, 2024, include $510,000 non-cash interest added to the outstanding principal of the 2024 Secured Convertible Notes since issuance. Refer to Note 8 for details on related parties.

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

The 2024 Secured Term Notes were initially due in January 2026 and accrued interest payable in cash semi-annually at a rate of 12% per annum. The 2024 Secured Convertible Notes, were initially due in January 2026 and accrued interest which is added to the outstanding principal balance semi-annually at a rate of 8% per annum.

On November 11, 2024, the Company amended the terms of the 2024 Secured Term Notes and 2024 Secured Convertible Notes including extending the maturity date to January 23, 2027, amending the interest rates and adjusting the requirement for the Company to maintain a minimum cash balance of at least $1 million with the provision now applicable only at the end of any calendar month commencing on or after February 1, 2025.

The interest rates on the 2024 Secured Term Notes and 2024 Secured Convertible Notes increase to 17% and 13%, respectively, with effect from the date of amendment, with the interest rates then reducing by 0.75% for each three-month period that the Company reports an Adjusted EBITDA exceeding $900,000, starting with the three months ending March 31, 2025, subject to a maximum reduction to 14% and 10%, respectively. In addition, a sum of $64,000 is payable to the holders of the 2024 Secured Term Notes in January 2025, and the principal amount of the 2024 Secured Convertible Notes was increased by $266,000 with effect from the date of the amendment.

The Company may prepay any portion of the 2024 Secured Term Notes, without penalty, at any time after February 1, 2025.

The 2024 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 2027.

The 2024 Secured Term Notes and 2024 Secured Convertible Notes rank pari passu and are secured on substantially all the assets of the Company.

The 2024 Secured Term Notes and 2024 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.

Consistent with FASB ASC Topic 470 Debt, (“ASC 470”), the Company is required to perform an analysis of the change associated with the aforementioned amendments to determine whether the change is a modification or an extinguishment of debt. Under a modification, no gain or loss is recorded, and a new effective interest rate is established based on the carrying value of the debt and revised cash flow. If the debt is extinguished, the old debt is derecognized and the new debt is recorded at fair value, which becomes the new carrying value. A gain or loss is recorded for the difference between the net carrying value of the original debt and the fair value of the new debt. Interest expense is recorded based on the effective interest rate of the new debt. A debt is considered extinguished if the present value of the new cash flows under the term of the new debt is at least 10% different from the present value of the remaining cash flows under the terms of the old debt.

In connection with the aforementioned amendments, the Company determined that the change to the 2024 Secured Term Notes was a modification consistent with ASC 470. The Company determined that the change to the 2024 Secured Convertible Notes was an extinguishment consistent with ASC 470, with the old debt of $6.3 million was derecognized and the new debt of $6.9 million was recognized at estimated fair value. As such, a loss on extinguishment of $0.6 million was recognized in the accompanying consolidated statement of operations for the year ended December 31, 2024

The Company recorded interest expense for the year ended December 31, 2024, of $1.1 million in connection with the 2024 Secured Term Notes and 2024 Secured Convertible Notes.

Revenue Recognition - Schedule of Disaggregation of Revenue (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Revenue
Total revenue	$ 24,649	$ 28,050
Brand revenue [Member]
Revenue
Revenue	396	901
Brand revenue [Member] \| United States [Member]
Revenue
Revenue	396	889
Brand revenue [Member] \| Canada [Member]
Revenue
Revenue		12
Retail revenue [Member]
Revenue
Revenue	24,253	27,149
Retail revenue [Member] \| United States [Member]
Revenue
Revenue	23,481	26,372
Retail revenue [Member] \| Canada [Member]
Revenue
Revenue	$ 772	$ 777

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 41
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-41

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 270
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (i)
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-URI https://asc.fasb.org/1943274/2147482964/270-10-50-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (ee)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32

Reference 4: http://fasb.org/us-gaap/role/ref/otherTransitionRef
-Topic 280
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-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32

Reference 5: http://fasb.org/us-gaap/role/ref/otherTransitionRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 924
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 11.L)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479941/924-10-S99-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-5

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 30
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-30

Reference 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
-Section 50
-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
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+ Details

- Definition

Amount of revenue recognized from goods sold, services rendered, insurance premiums, or other activities that constitute an earning process. Includes, but is not limited to, investment and interest income before deduction of interest expense when recognized as a component of revenue, and sales and trading gain (loss).

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+ Details

Income Taxes (Details) $ in Millions	12 Months Ended
Income Taxes (Details) $ in Millions	Dec. 31, 2024 USD ($)
Income Taxes [Line Items]
Stock ownership percentage	50.00%
Domestic Tax Authority [Member]
Income Taxes [Line Items]
Operating loss carryforwards, not subject to expiration	$ 26.8
State and Local Jurisdiction [Member]
Income Taxes [Line Items]
Operating loss carryforwards, subject to expiration	25.9
Foreign Tax Authority [Member]
Income Taxes [Line Items]
Operating loss carryforwards, subject to expiration	$ 2.5

Subsequent Events (Details) - USD ($)					12 Months Ended
Subsequent Events (Details) - USD ($)	Dec. 31, 2025	Jun. 14, 2025	Mar. 31, 2025	Jan. 17, 2025	Dec. 31, 2024	Dec. 31, 2023	Jan. 31, 2025	Jan. 31, 2024	Jan. 23, 2024
Subsequent Events [Line Items]
Total consideration					$ 1,600,000
Consulting fee					$ 450,000
Secured Convertible Notes [Member]
Subsequent Events [Line Items]
Principal amount								$ 6,400,000	$ 6,400,000
Subsequent Event [Member]
Subsequent Events [Line Items]
Total consideration				$ 200,000
Subsequent Event [Member] \| Secured Convertible Notes [Member]
Subsequent Events [Line Items]
Principal amount				160,000			$ 266,000
Subsequent Event [Member] \| Secured Term Notes [Member]
Subsequent Events [Line Items]
Principal amount				$ 40,000
Subsequent Event [Member] \| Restricted Stock Units (RSUs) [Member]
Subsequent Events [Line Items]
Restricted stock units (in Shares)			250,000
Forecast [Member]
Subsequent Events [Line Items]
Bonus		$ 227,500
Vesting restricted stock units (in Shares)		86,667
Forecast [Member] \| Customer [Member] \| Customer Concentration Risk [Member] \| Maximum [Member] \| Revenue Benchmark [Member]
Subsequent Events [Line Items]
Revenue percentage	3.00%
Forecast [Member] \| Customer [Member] \| Customer Concentration Risk [Member] \| Minimum [Member] \| Revenue Benchmark [Member]
Subsequent Events [Line Items]
Revenue percentage	2.00%

Contract Assets - Schedule of Movement in the Contract Assets (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Contract Assets [Abstract]
Contract assets at start of the period	$ 273	$ 333
Expense deferred during the period	105	165
(Less) amounts expensed during the period	(190)	(225)
Contract assets at end of the period	$ 188	$ 273

Subsequent Events

12 Months Ended

Dec. 31, 2024

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE 23 – SUBSEQUENT EVENTS

On January 17, 2025, Jeffrey Harris, the Company’s CEO, entered into an agreement to sell $160,000 2024 Secured Convertible Notes and $40,000 2024 Secured Term Notes to Mark Silver, a director of the Company, for total consideration of $200,000. The Notes were transferred inclusive of accrued interest and remain an outstanding obligation of the Company on the same terms.

On January 22, 2025, the Company reported that Jeffrey Harris and Paul Sykes, the Company’s CFO, announced their intention to separate from their positions as the Company’s CEO and CFO, respectively, and as employees of the Company.

On the date of separation with Mr. Harris, which will be March 31, 2025, the Company is required to grant to Mr. Harris 250,000 restricted stock units pursuant to its 2022 Long-Term Incentive Plan subject to vesting on the earlier of the occurrence of a change of control and March 31, 2026. Furthermore, the Company is required to pay Mr. Harris 3% and 2% of all revenue from gaming customers for years ending December 31, 2025, and 2026 respectively. In addition, the Company and Mr. Harris entered into a consulting agreement, whereby Mr. Harris will provide services to the Company for a twelve-month period commencing on April 1, 2025, including being available to the Board and management to help with questions that may arise and to assist the Company with strategic planning. As consideration for his services, Mr. Harris will receive a consulting fee of $450,000 payable in eighteen equal monthly instalments.

On the date of separation with Mr. Sykes, which will be June 14, 2025, Mr. Sykes will be entitled to a bonus of $227,500, payable in fifteen equal semimonthly installments, and the Company is required to accelerate the vesting of 86,667 restricted stock units previously granted to Mr. Sykes pursuant to its 2022 Long-Term Incentive Plan.

On March 17, 2025, the Company announced the intent to acquire VICE CRM, an AI-enabled performance marketing platform designed to optimize return on investment for consumer marketing campaigns in highly regulated industries, and the appointment of Jaret Christopher, the founder of VICE CRM, as the Company’s CEO with effect from April 1, 2025. Jeffrey Harris will stepdown as the Company CEO on March 31, 2025.