Tattooed Chef (TTCFQ) 10-Q 18 May 21 2021 Q1 Quarterly report Financial data

Document And Entity Information

Document And Entity Information	3 Months Ended
	Mar. 31, 2021shares
Document Information Line Items
Entity Registrant Name	Tattooed Chef, Inc.
Trading Symbol	TTCF
Document Type	10-Q
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding	81,400,199
Amendment Flag	false
Entity Central Index Key	0001741231
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Document Period End Date	Mar. 31, 2021
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q1
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	false
Entity Ex Transition Period	false
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	001-38615
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	82-5457906
Entity Address, Address Line One	6305 Alondra Blvd
Entity Address, City or Town	Paramount
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	90723
City Area Code	(562)
Local Phone Number	602-0822
Title of 12(b) Security	Common stock, par value $0.0001 per share
Security Exchange Name	NASDAQ
Entity Interactive Data Current	Yes

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
CURRENT ASSETS
Cash	$ 185,161	$ 131,579
Accounts receivable	31,796	17,991
Inventory	38,701	38,660
Prepaid expenses and other current assets	11,739	18,240
TOTAL CURRENT ASSETS	267,397	206,470
Property, plant and equipment, net	19,312	16,083
Deferred taxes	45,273	43,525
Other assets	923	605
TOTAL ASSETS	332,905	266,683
CURRENT LIABILITIES
Accounts payable	31,252	25,391
Accrued expenses	6,135	2,961
Line of credit	26	22
Notes payable to related parties, current portion	42	66
Notes payable, current portion	111	111
Deferred revenue	974	1,711
Forward contract derivative liability	2,042
Other current liabilities	1,188	87
TOTAL CURRENT LIABILITIES	41,770	30,349
Warrant liability	1,875	5,184
Notes payable, net of current portion	1,903	1,990
TOTAL LIABILITIES	45,548	37,523
COMMITMENTS AND CONTINGENCIES (See Note 18)
STOCKHOLDERS’ EQUITY
Preferred stock- $0.0001 par value; 10,000,000 shares authorized, none issued and outstanding at March 31, 2021 and December 31, 2020
Common shares- $0.0001 par value; 1,000,000,000 shares authorized; 81,400,199 shares issued and outstanding at March 31, 2021, 71,551,067 shares issued and outstanding at December 31, 2020,	8	7
Treasury stock- 0 shares issued and outstanding at March 31, 2021, 81,087 shares issued and outstanding at December 31, 2020,
Additional paid in capital	230,970	164,423
Accumulated other comprehensive income	110	1
Retained earnings	56,269	64,729
Total equity	287,357	229,160
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$ 332,905	$ 266,683

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Unaudited) (Parentheticals) - $ / shares	Mar. 31, 2021	Dec. 31, 2020
Statement of Financial Position [Abstract]
Preferred stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	1,000,000,000	1,000,000,000
Common stock, shares issued	81,400,199	71,551,067
Common stock, shares outstanding	81,400,199	71,551,067
Treasury stock issued	0	81,087
Treasury stock outstanding	0	81,087

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Income Statement [Abstract]
REVENUE	$ 52,682	$ 33,170
COST OF GOODS SOLD	45,905	23,927
GROSS PROFIT	6,777	9,243
OPERATING EXPENSES	13,795	2,390
INCOME (LOSS) FROM OPERATIONS	(7,018)	6,853
Interest expense	(20)	(224)
Other income (expense)	(2,589)
INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES	(9,627)	6,629
INCOME TAX BENEFIT (EXPENSE)	1,475	(730)
NET INCOME (LOSS)	(8,152)	5,899
LESS: INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS		1,022
NET INCOME (LOSS) ATTRIBUTABLE TO TATTOOED CHEF, INC.	$ (8,152)	$ 4,877
NET INCOME (LOSS) PER SHARE
Basic (in Dollars per share)	$ (0.10)	$ 0.17
Diluted (in Dollars per share)	$ (0.11)	$ 0.17
WEIGHTED AVERAGE COMMON SHARES
Basic (in Shares)	79,415,105	28,324,038
Diluted (in Shares)	79,719,129	28,324,038
OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX
Foreign currency translation adjustments	$ 109	$ (352)
Total other comprehensive income (loss), net of tax	109	(352)
Comprehensive income	(8,043)	5,547
Less: comprehensive income attributable to the noncontrolling interest		1,011
Comprehensive income attributable to Tattooed Chef, Inc. stockholders	$ (8,043)	$ 4,536

Condensed Consolidated Statem_2

Condensed Consolidated Statements Of Stockholders' Equity (Unaudited) - USD ($) $ in Thousands	Common Stock	Treasury Shares	Additional Paid-In Capital	Accumulated Comprehensive Income (Loss)	Retained Earnings (Deficit)	Noncontrolling Interests	Redeemable Noncontrolling Interest Amount	Total
BALANCE at Dec. 31, 2019	$ 3		$ 2,314	$ (692)	$ 1,265	$ 256	$ 6,930	$ 28,327,184
BALANCE (in Shares) at Dec. 31, 2019	28,324,038
CAPITAL CONTRIBUTIONS						355		355
FOREIGN CURRENCY TRANSLATION ADJUSTMENT				(341)		(11)		(352)
DIVIDENDS PAID					(1,438)			(1,438)
ACCRETION OF REDEEMABLE NONCONTROLLING INTEREST TO REDEMPTION VALUE					(4,431)		4,431	(4,431)
EXERCISE OF WARRANTS (in Shares)	10,025,303
NET INCOME (LOSS)					4,877	598	424	5,475
BALANCE at Mar. 31, 2020	$ 3		2,314	(1,033)	273	1,198	$ 11,785	28,326,793
BALANCE (in Shares) at Mar. 31, 2020	28,324,038
BALANCE at Dec. 31, 2020	$ 7		164,423	1	64,729			229,160
BALANCE (in Shares) at Dec. 31, 2020	71,551,067	(81,087)
FOREIGN CURRENCY TRANSLATION ADJUSTMENT				109				109
DIVIDENDS PAID					(308)			(308)
STOCK-BASED COMPENSATION			3,185					3,185
FORFEITURE OF STOCK-BASED AWARDS
FORFEITURE OF STOCK-BASED AWARDS (in Shares)	(95,084)
CANCELLATION OF TREASURY SHARES
CANCELLATION OF TREASURY SHARES (in Shares)	(81,087)	81,087
EXERCISE OF WARRANTS	$ 1		63,362					63,363
EXERCISE OF WARRANTS (in Shares)	10,025,303
NET INCOME (LOSS)					(8,152)			(8,152)
BALANCE at Mar. 31, 2021	$ 8		$ 230,970	$ 110	$ 56,269			$ 287,357
BALANCE (in Shares) at Mar. 31, 2021	81,400,199

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$ (8,152)	$ 5,899
Adjustments to reconcile net income (loss) to net cash from operating activities:
Depreciation	552	193
Bad debt expense	122
Accretion of debt financing costs		9
Revaluation of warrant liability	(320)
Unrealized forward contract loss	2,181
Stock compensation expense	3,185
Deferred taxes, net	(1,749)
Changes in operating assets and liabilities:
Accounts receivable	(13,926)	(5,621)
Inventory	(41)	(4,703)
Prepaid expenses and other assets	(7,359)	536
Accounts payable	4,534	2,120
Accrued expenses	3,173	1,560
Deferred revenue	(737)
Other current liabilities	963	6
Net cash used in operating activities	(17,574)	(1)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property, plant and equipment	(2,852)	(1,686)
Proceeds from sale of property, plant and equipment		36
Net cash used in investing activities	(2,852)	(1,650)
CASH FLOWS FROM FINANCING ACTIVITIES
Net change in line of credit	4	4,302
Borrowings of notes payable to related parties		1
Repayments of notes payable to related parties	(24)	(19)
Borrowings of notes payable		40
Repayments of notes payable	(87)	(169)
Capital contributions		355
Proceeds from the exercise of warrants	73,917
Payment of dividend	(308)
Net cash provided by financing activities	73,502	4,510
NET INCREASE IN CASH	53,076	2,859
EFFECT OF EXCHANGE RATE ON CASH	506	(20)
CASH AT BEGINNING OF PERIOD	131,579	4,537
CASH AT END OF PERIOD	185,161	7,376
Cash paid for
Interest	1	636
Income taxes		16
Noncash investing and financing activities
Distributions		1,438
Cashless warrant exercises	2,990
Capital expenditures included in accounts payable	$ 1,328

Summary of Significant Accounti

Summary of Significant Accounting Policies	3 Months Ended
	Mar. 31, 2021
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of Operations General Tattooed Chef, Inc. was originally incorporated in Delaware on May 4, 2018 under the name of Forum Merger II Corporation (“Forum”), as a special purpose acquisition company (“SPAC”) for the purpose of effecting a merger, capital stock exchange, asset acquisitions, stock purchase, reorganization or similar business combination with one or more business. On October 15, 2020 (the “Closing Date”), Forum consummated the transactions contemplated within the Agreement and Plan of Merger dated June 11, 2020 as amended on August 10, 2020, (the “Merger Agreement”), by and among Forum, Myjojo, Inc., a Delaware corporation (“Myjojo (Delaware)”), Sprout Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Forum (“Merger Sub”), and Salvatore Galletti, in his capacity as the holder representative (the “Holder Representative”). The transactions contemplated by the Merger Agreement are referred to herein as the “Transaction”. Upon the consummation of the Transaction, Merger Sub merged with and into Myjojo (Delaware) (the “Merger”), with Myjojo (Delaware) surviving the merger in accordance with the Delaware General Corporation Law. Immediately upon the completion of the Transaction, Myjojo (Delaware) became a direct wholly owned subsidiary of Forum. In connection with the closing of the Transaction (the “Closing”), Forum changed its name to Tattooed Chef, Inc. (“Tattooed Chef”). Tattooed Chef’s common stock began trading on the Nasdaq under the symbol “TTCF” on October 16, 2020. Tattooed Chef, Inc. and its subsidiaries, (collectively, the “Company”) are principally engaged in the manufacturing of plant-based foods including, but not limited to, acai and smoothie bowls, zucchini spirals, riced cauliflower, vegetable bowls and cauliflower crust pizza primarily in the United States and Italy. About Myjojo and Subsidiaries Myjojo, Inc. was an S corporation formed under the laws of California (“Myjojo (California)”) on February 26, 2019 to facilitate a corporate reorganization of Ittella International Inc. On March 27, 2019, the sole stockholder of Ittella International, Inc. contributed all of his share ownership of Ittella International, Inc. to Myjojo (California) in exchange for 100% interest in the latter, becoming Myjojo (California)’s sole stockholder. Ittella International, Inc. was formed in California as a tax pass-through entity and subsequently converted on April 10, 2019 to a limited liability company, Ittella International, LLC (“Ittella International”). On April 15, 2019, UMB Capital Corporation (“UMB”), a financial institution, acquired a 12.50% non-controlling interest in Ittella International (Notes 3). Ittella’s Chef, Inc. was incorporated under the laws of the State of California on July 20, 2017 as a qualified Subchapter S subsidiary and a wholly owned subsidiary of Ittella International. Ittella’s Chef, Inc. was formed as a tax passthrough entity for purposes of holding Ittella International’s 70% ownership interest in Ittella Italy, S.R.L. (“Ittella Italy”). On March 15, 2019, Ittella’s Chef, Inc. was converted to a limited liability company, Ittella’s Chef, LLC (“Ittella’s Chef”). On May 21, 2020, Myjojo (Delaware) was formed with Salvatore Galletti owning all of the shares of common stock. On May 27, 2020, Myjojo, Inc (California) merged into Myjojo, Inc., (Delaware) with Myjojo, Inc. (Delaware) issuing shares of common stock to the sole stockholder of Myjojo (California). In connection with the Transaction and as a condition to the Closing, Myjojo (Delaware) entered into a Contribution Agreement with the minority members of Ittella International and the minority shareholders of Ittella Italy. Under the Contribution Agreement, the minority holders contributed all of their equity interests in Ittella International to Myjojo (Delaware) and Ittella Italy to Ittella’s Chef in exchange for Myjojo (Delaware) stock (the “Restructuring”). The Restructuring was consummated prior to the Transaction. The shares of Myjojo (Delaware) were exchanged for shares of Forum’s common stock upon consummation of the Transaction. Basis of Consolidation. Basis of Presentation. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 as filed with the SEC on March 19, 2021, which contains the audited financial statements and notes thereto. The financial information as of December 31, 2020 is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020. The interim results for the three months ended March 31, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future interim periods. The Transaction was accounted for as a reverse recapitalization in accordance with GAAP (the “Reverse Recapitalization”). Under this method, Forum was treated as the “acquired” company (“Accounting Acquiree”) and Myjojo (Delaware), the accounting acquirer, was assumed to have issued stock for the net assets of Forum, accompanied by a recapitalization. The net assets of Forum are stated at historical cost, with no goodwill or other intangible assets recorded. The consolidated assets, liabilities and results of operations prior to the reverse recapitalization are those of Myjojo (Delaware). The shares and corresponding capital amounts and earnings per share available for common stockholders, prior to the reverse recapitalization, have been retroactively restated. Revision of Previously Issued Financial Statements for Correction of Immaterial Errors. The Company revised the accompanying condensed consolidated statements of operations and comprehensive income for the period ended March 31, 2020 to reflect the correction of an immaterial error for amounts previously not reflected in the comprehensive income attributable to noncontrolling interest. This revision has no impact on the Company’s net income, retained earnings, or earnings per share. Revised Condensed Consolidated Statements of Operations and Comprehensive Income As Previously Reported Adjustment As Revised Three months ended March 31, 2020 Comprehensive income $ 5,547 - $ 5,547 Less: income (loss) attributable to the noncontrolling interest (11 ) 1,022 1,011 Comprehensive income attributable to Tattooed Chef, Inc. stockholders $ 5,558 (1,022 ) $ 4,536 The Company revised the accompanying condensed consolidated balance sheet as of December 31, 2020, and the consolidated statements of operations and comprehensive income, stockholders’ equity and cash flows for the year ended December 31, 2020 (not included herein) to reflect the correction of an immaterial error related to the classification of Private Placement Warrants. These warrants are now classified as liabilities with the related changes in the fair value of these warrants recorded in the statement of operations and comprehensive income. This revision has an immaterial impact on the Company’s previously reported net income, earnings per share, total liabilities or stockholder’s equity. In further consideration of the guidance in Accounting Standards Codification (“ASC”) 815-40, Derivatives and Hedging — Contracts in Entity’s Own Equity Fair Value Measurement The revised classification and reported values of the Private Placement Warrants as accounted for under ASC 815-40 are included in the condensed consolidated financial statements herein. The following table summarizes the effect of the revision on each financial statement line item as of the dates, and for the periods ended, indicated: Consolidated Balance Sheet As Previously Reported Adjustment As Revised As of December 31, 2020 Warrant liability - 5,184 5,184 Total Liabilities 32,339 5,184 37,523 Additional paid in capital 170,799 (6,376 ) 164,423 Retained earnings 63,537 1,192 64,729 Total stockholders’ equity 234,344 (5,184 ) 229,160 Consolidated Statement of Operations As Previously Reported Adjustment As Revised For the year ended December 31, 2020 Other income 38,066 1,192 39,258 Income before provision for income taxes 28,446 1,192 29,638 Net Income 68,724 1,192 69,916 Net income attributable to Tattooed Chef, Inc. 67,249 1,192 68,441 Basic net income per share 1.85 0.03 1.88 Diluted net income per share 1.69 0.03 1.72 Consolidated Statement of As Previously Reported Adjustment As Revised For the year ended December 31, 2020 Additional paid in capital from exercise of warrants 66,559 2,696 69,255 Additional paid in capital from reverse recapitalization 91,920 (9,072 ) 82,848 Additional paid in capital ending balance 170,799 (6,376 ) 164,423 Net income in retained earnings (deficit) 67,249 1,192 68,441 Retained earnings (deficit) ending balance 63,537 1,192 64,729 Consolidated Statement of Cash Flows As Previously Reported Adjustment As Revised For the year ended December 31, 2020 Cash Flows from Operating Activities: Net income 68,724 1,192 69,916 Adjustments to reconcile net loss to net cash used in operating activities: Revaluation of common stock warrant liability to estimated fair value - (1,192 ) (1,192 ) The Company revised the accompanying condensed consolidated balance sheet and statement of stockholders’ equity as of December 31, 2020 to reflect the correction of an immaterial error related to the presentation of 81,087 treasury shares. The treasury shares are now presented separately from common stock shares. This revision has an immaterial impact on the Company’s previously reported net income, earnings per share, or stockholder’s equity. Reclassifications. Cash. Foreign Currency. The accompanying condensed consolidated financial statements are expressed in United States dollars. Assets and liabilities of foreign operations are translated at period-end rates of exchange. Revenues, costs and expenses are translated at average rates of exchange prevailing during the period. Equity adjustments resulting from translating foreign currency financial statements are accumulated as a separate component of stockholders’ equity. The Company conducts business globally and is therefore exposed to adverse movements in foreign currency exchange rates, specifically the Euro to US dollar. To limit the exposure related to foreign currency changes, the Company entered into foreign currency exchange forward contracts starting in 2020. The Company does not enter into contracts for speculative purposes. In February 2020, the Company entered into a trading facility for derivative forward contracts. Under this facility, the Company has access to open foreign exchange forward contract instruments to purchase a specific amount of funds in Euros and to settle, on an agreed-upon future date, in a corresponding amount of funds in United States dollars. During the three months ended March 31, 2021 and 2020, the Company entered into foreign currency exchange forward contracts to purchase 22.00 million Euros and 13.35 million Euros, respectively. The notional amounts of these derivatives are $26.90 million and $14.68 million for the three-month period ended March 31, 2021 and 2020, respectively. These derivatives are not designated as hedging instruments. Gains and losses on the contracts are included in other income net, and substantially offset foreign exchange gains and losses from the short-term effects of foreign currency fluctuations on assets and liabilities, such as purchases, receivables and payables, of which are denominated in currencies other than the functional currency of the reporting entity. These derivative instruments generally have maturities of up to nine months. Accounts Receivable. Inventory. Overhead costs are allocated to the units produced within the reporting period, while abnormal costs are charged to current operations as incurred. The Company monitors the remaining utility of its inventory and writes down inventory for excess or obsolescence as appropriate. Property, Plant and Equipment Long-Lived Assets. Fair Value of Financial Instruments. Level 1 - Inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company is able to access at the measurement date. Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, and can reference interest rates, yield curves, implied volatilities and credit spreads. Level 3 - Inputs are unobservable data points for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability. Warrants. The Public Warrants are considered freestanding equity-classified instruments due to their detachable and separately exercisable features and meet the indexation criteria in ASC 815-40-15-7C. Accordingly, the Public Warrants are presented as a component of Stockholders’ Equity in accordance with ASC 815-40-25. The Agreements with respect to the Company’s Private Placement Warrants include provisions related to determining settlement amounts that preclude the Warrants from being accounted for as components of equity. As these Warrants meet the definition of a derivative as contemplated in ASC 815-40, the Private Placement Warrants are recorded as derivative liabilities on the condensed consolidated balance sheets and measured at fair value at inception (on the Closing date) and at each reporting date in accordance with ASC 820, with changes in fair value recognized in the condensed consolidated statements of operations and other comprehensive income (loss) in the period of change. Revenue Recognition. Control generally transfers to the customer when the product is shipped or delivered to the customer based upon applicable shipping terms. Customer contracts generally do include more than one performance obligation and the performance obligations in the Company’s contracts are satisfied within one year. No payment terms beyond one year are granted at contract inception. The Company disaggregates revenue based on the type of products sold to its customers – private label, Tattooed Chef and other. The other revenue stream constitutes sale of similar food products directly to customers through a third-party vendor and the Company acts as a principal in these transactions. Most contracts also include some form of variable consideration, the most common form are discounts and demonstration costs. Variable consideration is treated as a reduction in revenue when product revenue is recognized. Depending on the specific type of variable consideration, the Company uses either the expected value or most likely amount method to determine the variable consideration. The Company reviews and updates its estimates and related accruals of variable consideration each period based on the terms of the agreements, historical experience, and any recent changes in the market. The Company does not have significant unbilled receivable balances arising from transactions with customers. The Company does not capitalize contract inception costs as contracts are one year or less and the Company does not incur significant fulfillment costs requiring capitalization. The Company’s deferred revenue balance is primarily compromised of customer arrangements with shipping terms as FOB destination that have been shipped but not yet received by the customer as of the reporting period. Deferred revenue was $0.97 million and $1.71 million as of March 31, 2021 and December 31, 2020, respectively. The Company recognizes shipping and handling costs related to products transferred to the end customer as fulfillment cost and includes these costs in cost of goods sold upon delivery of the product to the customer. Sales and Marketing Expenses. Interest Expense. Deferred Financing Costs. Stock-based Compensation. Compensation — Stock Compensation Under the provisions of ASC 718, Compensation—Stock Compensation Income Taxes As part of the process of preparing its condensed consolidated financial statements, the Company is required to estimate its provision for income taxes in each of the tax jurisdictions in which it conducts business, in accordance with the Income Tax Topic 740 of the ASC (“ASC 740”). The Company computes its annual tax rate based on the statutory tax rates and tax planning opportunities available to it in the various jurisdictions in which it earns income. Income taxes are accounted for using an asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. A valuation allowance is provided when it is more likely than not that some portion or all of the net deferred tax assets will not be realized. The factors used to assess the likelihood of realization include the Company’s forecast of the reversal of temporary differences, future taxable income, and available tax planning strategies that could be implemented to realize the net deferred tax assets. Failure to achieve forecasted taxable income in applicable tax jurisdictions could affect the ultimate realization of deferred tax assets and could result in an increase in the Company’s effective tax rate on future earnings. Based on our assessment, it appears more likely than not that the net deferred tax assets will be realized through future taxable income. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must first be determined to be more likely to be sustained based solely on its technical merits, and if so, then measured to be the largest benefit that has a greater than 50% likelihood of being sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of March 31, 2021 and December 31, 2020, respectively. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of March 31, 2021. The Company is currently not aware of any issues under review that could result in significant payment, accruals, or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. See Note 13 for more information on the Company’s accounting for income taxes. Accumulated Other Comprehensive Loss. Use of Estimates. Concentrations of Credit Risk. Three customers accounted for 89% and 87% of the Company’s revenue during the three months ended March 31, 2021 and 2020, respectively. Customer 2021 2020 Customer C 41 % 41 % Customer A 38 % 29 % Customer B 10 % 17 % Customers accounting for more than 10% of the Company’s accounts receivable as of March 31, 2021 and December 31, 2020 were: Customer March 31, December 31, Customer A 45 % 24 % Customer B * 10 % Customer C 38 % 53 % Segment Information. A majority of the Company’s products are sold from the United States to customers. Long-lived assets consist of property, plant and equipment - net and other non-current assets. The geographic location of long-lived assets is as follows: Long Lived Assets (in thousands) March 31, December 31, Italy $ 10,733 $ 9,113 United States 8,579 6,970 Total $ 19,312 $ 16,083 COVID-19 Pandemic Despite partial remote working conditions, the Company’s business activities have continued to operate with minimal interruptions. Management acknowledges the pandemic may adversely affect the Company’s suppliers and could impair its ability to obtain raw material inventory in the quantities or of a quality the Company desires. The Company currently sources most of its raw materials from Italy. Though the Company is not dependent on any single Italian grower for its supply of a certain crop, events (including the pandemic) generally affecting these growers could adversely affect the Company’s business. If the Company is unable to manage its supply chain effectively and ensure that its products are available to meet consumer demand, operating costs could increase, and sales and profit margins could decrease. On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was enacted. The CARES Act, among other things, includes provisions relating to refundable payroll tax credits, deferment of employer side social security payments, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations, increased limitations on qualified charitable contributions and technical corrections to tax depreciation methods for qualified improvement property. It also appropriated funds for the SBA Paycheck Protection Programs that are forgivable in certain situations to promote continued employment, as well as Economic Injury Disaster Loans to provide liquidity to small businesses harmed by COVID-19. The Company has elected not to apply for a Paycheck Protection Program loan. As of March 31, 2021 and December 31, 2020, the Company has analyzed the provisions of the CARES Act and determined it did not have a material impact on the Company’s financial condition, results of operations or cash flows. The extent to which this pandemic will adversely impact the Company’s future business, financial condition and results of operations is dependent upon various factors, many of which are highly uncertain and outside the control of the Company. Earnings per share.

Recently Issued Accounting Pron

Recently Issued Accounting Pronouncements	3 Months Ended
	Mar. 31, 2021
Accounting Standards Update and Change in Accounting Principle [Abstract]
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS	2. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS In December 2019, the FASB issued Accounting Standards Update (“ASU”) No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”), as part of its overall simplification initiative to reduce costs and complexity of applying accounting standards while maintaining or improving the usefulness of the information provided to users of financial statements. Amendments include removal of certain exceptions to the general principles of Topic 740, Income Taxes In June 2016, the FASB issued ASU No. 2016-13 (“ASU 2016-13”) regarding ASC Topic 326, Financial Instruments - Credit Losses In March 2020, the FASB issued ASU 2020-04, Facilitation of the Effects of Reference Rate Reform on Financial Reporting In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options ) and Derivatives and Hedging—Contracts in Entity’s Own Equity Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) (“ASU 2016-02” or “Topic 842”). The purpose of ASU 2016-02 is to provide financial statement users a better understanding of the amount, timing, and uncertainty of cash flows arising from leases. The adoption of ASU 2016-02 will result in the recognition of a right-of-use asset and a lease liability for all leases. New disclosure requirements include qualitative and quantitative information about the amounts recorded in the financial statements. In September 2017, the FASB issued ASU 2017-13, Revenue Recognition (Topic 605), Revenue from Contracts with Customers (Topic 606), Leases (Topic 840), and Leases (Topic 842), which provides additional implementation guidance on the previously issued ASU 2016-02 Leases (Topic 842). ASU 2016-02 requires a lessee to recognize assets and liabilities on the balance sheet for all leases with lease terms greater than 12 months. ASU 2016-02 requires a modified retrospective transition by means of a cumulative-effect adjustment to retained earnings as of the beginning of the fiscal year in which the guidance is effective with the option to elect certain practical expedients and accounting policy elections. ASU 2016-02 will be effective for the Company for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. ASU 2020-05 extended the adoption to fiscal years beginning after December 15, 2021, with interim periods within fiscal years beginning after December 15, 2022. The Company is currently evaluating the impact of the adoption of this update on its combined consolidated financial statements.

Redeemable noncontrolling inter

Redeemable noncontrolling interest	3 Months Ended
	Mar. 31, 2021
Redeemable Noncontrolling Interest [Abstract]
REDEEMABLE NONCONTROLLING INTEREST	3. Redeemable noncontrolling interest On April 15, 2019, UMB contributed $6.00 million to acquire 6,000 units for a 12.5% ownership interest in Ittella International. The Company incurred issuance costs of $0.13 million resulting in net consideration received of $5.87 million. Per the terms of Ittella International’s operating agreement, UMB was provided with a put right which may cause Ittella International to purchase all, but not less than all of UMB units upon notice (“Put Notice”). UMB could have provided the Put Notice to Ittella International at any time for any reason after April 15, 2024. If Ittella International did not accept the price proposed in the Put Notice, the consideration to be paid by Ittella International to UMB for the units that were the subject of the Put Notice will be the fair market value of the units as established by a third party appraisal, subject to a floor for the fair value at 85%. If the fair value was less than 85% of the consideration proposed by UMB in their Put Notice, UMB may have chosen to abandon the transfer. The put right constituted a redemption feature and therefore UMB’s noncontrolling interest (the “Redeemable Noncontrolling Interest”) was classified as temporary equity (mezzanine) in the accompanying condensed consolidated financial statements. The Redeemable Noncontrolling Interest was initially measured at fair value, which has been determined by the Company to equal the consideration received from UMB, net of transaction costs. The Redeemable Noncontrolling Interest was not redeemable until April 2024; however, it was probable of becoming redeemable with the passage of time. Therefore, the subsequent measurement of the Redeemable Noncontrolling Interest at each reporting date was determined as the higher of (1) the initial carrying amount, increased or decreased for the redeemable noncontrolling interest’s share of net income and other comprehensive income, or (2) the redemption value, which was determined to be fair value per the terms of Ittella International’s operating agreement above. In determining the measurement method of redemption value, the Company elected to accrete changes in the redemption value over the period from the date of issuance to the earliest redemption date (i.e. April 2024) of the instrument using the effective interest method. Changes in the redemption value are considered to be changes in accounting estimates. Redemption value was determined using a combination of the market approach and income approach. Under the market approach, the Company estimated fair value based on market multiples of EBITDA of comparable companies. Under the income approach, the Company measured fair value based on a projected cash flow method using a discount rate determined by its Management which is commensurate with the risk inherent in its current business model. There were no Redeemable Noncontrolling Interest for the three months ended March 31, 2021. Changes in the carrying value of the Redeemable Noncontrolling Interest were as follows for the three months ended March 31, 2020: Amount Redeemable Noncontrolling Interest as of January 1, 2020 $ 6,930 Net income attributable to redeemable noncontrolling interest 424 Accretion to redeemable noncontrolling interest 4,431 Redeemable Noncontrolling Interest as of March 31, 2020 $ 11,785 All redeemable noncontrolling interest classified as mezzanine equity were reclassified to permanent equity in connection with the contribution of UMB’s 12.5% equity interests in Ittella International to Myjojo (Delaware) in exchange for Myjojo’s (Delaware)’s common stock and were subsequently exchanged for Forum Class A common stock upon consummation of the Transaction.

Revenue Recognition

Revenue Recognition	3 Months Ended
	Mar. 31, 2021
Revenue Recognition [Abstract]
REVENUE RECOGNITION	4. REVENUE RECOGNITION Nature of Revenues Substantially all of the Company’s revenue from contracts with customers consist of the sale of plant-based foods including, but not limited to, acai and smoothie bowls, zucchini spirals, riced cauliflower, vegetable bowls and cauliflower crust pizza in the United States and is recognized at a point in time in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods. Each unit of food product sold to the customer is the performance obligation. Revenue from the sale of frozen food products is recognized upon the transfer of control to the customer, which is upon shipment to the customer. The Company disaggregates revenue based on the type of products sold to its customers – private label, Tattooed Chef and other. The other revenue stream constitutes sale of similar food products directly to customers through third-party vendors and the Company acts as a principal in these transactions. All sales are recorded within revenue on the accompanying condensed consolidated statements of operations and comprehensive income (loss). The Company does not have any contract assets or contract liabilities as of March 31, 2021 and 2020. Revenue streams for the three months ended March 31, 2021 and 2020 were as follows: 2021 2020 Revenue Streams (in thousands) Revenue % Total Revenue % Total Tattooed Chef $ 35,993 68 % $ 17,649 53 % Private Label 16,371 31 % 15,102 46 % Other revenues 318 1 % 419 1 % Total $ 52,682 $ 33,170 Significant Judgments Generally, the Company’s contracts with customers comprise a written quote and customer purchase order or statement of work and are governed by the Company’s trade terms and conditions. In certain instances, it may be further supplemented by separate pricing agreements. All products are sold on a standalone basis; therefore, when more than one product is included in a purchase order, the Company has observable evidence of stand-alone selling price. Contracts do not contain a significant financing component as payment terms on invoiced amounts are typically between 7 to 45 days, based on the Company’s credit assessment of individual customers, as well as industry expectations. Product returns are not significant. The contracts with customers do not include any additional performance obligations related to warranties and material rights. From time to time, the Company may offer incentives to its customers considered to be variable consideration including discounts and demonstration costs. Customer incentives considered to be variable consideration are recorded as a reduction to revenue as part of the transaction price based on the agreement at the time of the transaction. Customer incentives are allocated entirely to the single performance obligation of transferring product to the customer.

Accounts Receivable and Allowan

Accounts Receivable and Allowance for Doubtful Receivables	3 Months Ended
	Mar. 31, 2021
Payables and Accruals [Abstract]
ACCOUNTS RECEIVABLE AND ALLOWANCE FOR DOUBTFUL RECEIVABLES	5. ACCOUNTS RECEIVABLE AND ALLOWANCE FOR DOUBTFUL RECEIVABLES Accounts receivable are reduced by an allowance for an estimate of amounts that are uncollectible. All of the Company’s receivables are due from customers in the United States. The Company extends credit to its customers based upon its evaluation of the following factors: (i) the customer’s financial condition, (ii) the amount of credit the customer requests, and (iii) the customer’s actual payment history (which includes disputed invoice resolution). The Company does not require its customers to post a deposit or supply collateral. The Company’s allowance for doubtful receivables is based on an analysis that estimates the amount of its total customer receivable balance that is not collectible. This analysis includes assessing a default probability to customers’ receivable balances, which is influenced by several factors, including (i) current market conditions, (ii) periodic review of customer credit worthiness, and (iii) review of customer receivable aging and payment trends. The Company evaluates the creditworthiness of its customers regularly and based on its analysis, the Company has determined an allowance for doubtful receivables is not necessary as of the three months ended March 31, 2021 and December 31, 2020. The Company writes off accounts receivable whenever they become uncollectible, and any payments subsequently received on such receivables are recorded as bad debt recoveries in the period the payment is received. Credit losses from continuing operations have consistently been within management’s expectations.

Inventory

Inventory	3 Months Ended
	Mar. 31, 2021
Inventory Disclosure [Abstract]
INVENTORY	6. INVENTORY Inventory consists of the following as of (in thousands): March 31, December 31, Raw materials $ 14,845 $ 16,534 Work-in-process 5,134 5,220 Finished goods 15,914 13,902 Packaging 2,808 3,004 Total $ 38,701 $ 38,660

Prepaid Expenses and Other Curr

Prepaid Expenses and Other Current Assets	3 Months Ended
	Mar. 31, 2021
Prepaid Expenses And Other Current Assets [Abstract]
PREPAID EXPENSES AND OTHER CURRENT ASSETS	7. PREPAID EXPENSES AND OTHER CURRENT ASSETS The following table provides additional information related to the Company’s prepaid expenses and other current assets as of (in thousands): March 31, December 31, Prepaid expenses $ 9,785 $ 1,897 Tax credits 1,903 1,884 Warrants receivable (see Note 15) - 13,542 Other current assets 51 917 Total $ 11,739 $ 18,240

Property, Plant, and Equipment

Property, Plant, and Equipment - Net	3 Months Ended
	Mar. 31, 2021
Property, Plant and Equipment [Abstract]
PROPERTY, PLANT AND EQUIPMENT - NET	8. PROPERTY, PLANT, AND EQUIPMENT - NET Property, plant and equipment consists of the following as of (in thousands): March 31, December 31, Buildings $ 2,827 $ 2,574 Leasehold improvements 2,114 2,106 Machinery and equipment 14,387 12,526 Computer equipment 187 187 Furniture and fixtures 111 109 Construction in progress 3,032 1,533 22,658 19,035 Less: accumulated depreciation (3,346 ) (2,952 ) Net $ 19,312 $ 16,083 The Company recorded depreciation expense for the periods ended March 31, 2021 and 2020 of $0.55 million and $0.19 million, respectively.

Derivative Instruments

Derivative Instruments	3 Months Ended
	Mar. 31, 2021
Derivative Instruments and Hedging Activities Disclosure [Abstract]
DERIVATIVE INSTRUMENTS	9. Derivative instruments The Company enters into foreign currency exchange forward contracts to reduce the short-term effects of foreign currency fluctuations on assets and liabilities such as foreign currency inventory purchases, receivables and payables. The Company’s primary objective in holding derivatives is to reduce the volatility of earnings and cash flows associated with changes in foreign currency exchange rates. The Company’s derivatives expose the Company to credit risk to the extent that the counterparties may be unable to meet the terms of the arrangement. The Company does, however, seek to mitigate such risks by limiting its counterparties to major financial institutions. Management does not expect material losses as a result of defaults by counterparties. The fair values of the Company’s derivative instruments classified as Level 2 financial instruments and the line items within the accompanying condensed consolidated balance sheets to which they were recorded are summarized as follows (in thousands): Balance Sheet Line Item As of Derivatives not designated as hedging instruments: Foreign currency derivatives Forward contract derivative liability $ 2,042 Total $ 2,042 The effect on the accompanying condensed consolidated statements of operations and comprehensive income (loss) of derivative instruments not designated as hedges is summarized as follows (in thousands): Line Item in Statements of Operations Three months Derivatives not designated as hedging instruments: Foreign currency derivatives Other income (expense) $ (2,909 ) Total $ (2,909 ) Unrealized and realized losses on forward currency derivatives for the three months ended March 31, 2021 were $2.18 million and $0.73 million, respectively. The Company has notional amounts of $55.00 million and $45.60 million on outstanding derivatives as of March 31, 2021 and December 31, 2020, respectively.

Fair Value Measurements

Fair Value Measurements	3 Months Ended
	Mar. 31, 2021
Fair Value Disclosures [Abstract]
FAIR VALUE MEASUREMENTS	10. FAIR VALUE MEASUREMENTS Contingent Consideration Liabilities – Holdback Shares The Company recognized and measured a contingent consideration liability associated with Holdback Shares at a fair value of $120.35 million, determined using a probability-weighted discounted cash flow model. Significant inputs used in the model includes certain financial metric growth rates, volatility rates, projections associated with the applicable contingency, the interest rate, and the related probabilities and payment structure in the Merger Agreement, which are not observable in the market and are therefore considered to be Level 3 inputs. On November 16, 2020, the contingencies were met and accordingly the Holdback Shares were released. The remeasured fair value of the liability was $83.15 million based on the public share price on release date and was charged against additional paid-in capital. The change in fair value during the period resulted in a gain on settlement of the contingent consideration derivative of $37.20 million and was recorded within “other income” in the condensed consolidated statements of operations and comprehensive income (loss) for the year ended December 31, 2020. There were no changes in the estimated fair value of the Company’s liabilities measured on a recurring basis using significant unobservable inputs (Level 3) during the three months ended March 31, 2021 and 2020, respectively. Sponsor Earnout Shares Subject to Transfer Restrictions The Company recognized and measured an asset associated with the Sponsor Earnout Shares at its fair value of $0 at the Closing date, determined using a probability-weighted discounted cash flow model. Significant inputs used in the models includes certain financial metric growth rates, volatility rates, projections associated with the applicable contingency, the interest rate, and the related probabilities and payment structure in the contingent consideration arrangement, which are not observable in the market and are therefore considered to be Level 3 inputs. The Sponsor Earnout Shares were released on November 16, 2020 based on the remeasured fair value on the release date of $0, as none of the Sponsor Earnout Shares were forfeited on that date. No gain or loss was recorded by the Company in connection with the Sponsor Earnout Shares. Warrant Liabilities The Private Placement Warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the condensed consolidated balance sheets. The warrant liabilities are measured at fair value at inception (“initial measurement”), which is at the Closing date, and on a recurring basis (“subsequent remeasurement”), with changes in fair value presented within change in fair value of warrant liabilities in the condensed consolidated statements of operations and comprehensive income (loss). Initial Measurement The fair value of the Private Placement Warrants were initially measured at fair value on October 15, 2020, the Closing date. Subsequent Measurement At each reporting period or upon exercise of the Warrants, the Company remeasures the Private Placement Warrants at their fair values with the change in fair value reported to current operations within the statements of operations and other comprehensive income (loss). During the three months ended March 31, 2021, 223,041 Private Placement Warrants were settled, resulting in an aggregate loss on settlements of $0.15 million. For the three months ended March 31, 2021, change in the fair value of the warrant liabilities charged to current operations amounted to $0.47 million. Fair Value Measurement The fair value of the Private Placement Warrants was determined to be $10.16 per Warrant as of March 31, 2021 using Monte Carlo simulations and using Level 3 inputs. Inherent in a Monte Carlo simulation are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock warrants based on implied volatility from its traded warrants and historical volatility of select peers’ common stock with similar expected term of the Warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield on the grant date with a maturity similar to the expected remaining term of the warrants. The expected term of the Warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company estimated to remain at zero. The following table provides quantitative information regarding the inputs to the fair value measurement of the Private Placement Warrants as of each measurement date: Input October 15, 2020 December 31, March 31, Risk-free interest rate 0.32 % 0.34 % 0.79 % Expected term (years) 5 4.79 4.55 Expected volatility 35.00 % 35.00 % 40.00 % Exercise price $ 11.50 11.50 11.50 Fair value of Units $ 13.85 12.72 10.16 On October 15, 2020, the fair value of the Private Placement Warrants was determined to be $13.85 per warrant, or an aggregate value of $9.07 million for 655,000 outstanding warrants. On December 31, 2020, the fair value of the Private Placement Warrants was determined to be $12.72 per warrant, or an aggregate value of $5.18 million for 407,577 outstanding warrants. As of March 31, 2021, the aggregate fair value of the Private Placement Warrants was determined to be $1.87 million, based on the estimated fair value per Private Placement Warrant on that date of $10.16 for 184,536 outstanding warrants. The following table presents the changes in the fair value of warrant liabilities: Private Placement Fair value at initial measurement on October 15, 2020 $ 9,071,750 Exercise of Private Placement Warrants (2,695,806 ) Change in fair value (1)(2) (1,191,565 ) Fair value as of December 31, 2020 $ 5,184,379 Exercise of Private Placement Warrants (2,989,639 ) Change in fair value (1) (319,854 ) Fair value as of March 31, 2021 $ 1,874,886 (1) Changes in fair value are recognized in change in fair value of warrant liabilities in the consolidated statements of operations and comprehensive income (loss).

Leases

Leases	3 Months Ended
	Mar. 31, 2021
Disclosure of Leases [Abstract]
LEASES	11. LEASES The Company leases office and manufacturing facilities, equipment and vehicles under various operating arrangements. Certain of the leases are subject to escalation clauses and renewal periods. The Company recognizes lease expense, including predetermined fixed escalations, on a straight-line basis over the initial term of the lease from the time that the Company controls the leased property. The future minimum lease commitments as of March 31, 2021 under operating leases having an initial or remaining non-cancelable term of one year or more are as follows (in thousands): Nine months ended December 31, 2021 $ 612 2022 762 2023 631 2024 353 2025 300 Thereafter 2,224 Total $ 4,882 The Company’s rent expense for the three months ended March 31, 2021 and 2020 totaled $0.65 million and $0.50 million, respectively.

Accrued Expenses

Accrued Expenses	3 Months Ended
	Mar. 31, 2021
Accrued Expenses [Abstract]
ACCRUED EXPENSES	12. ACCRUED EXPENSES The following table provides additional information related to the Company’s accrued expenses as of (in thousands): March 31, December 31, Accrued customer incentives $ 4,170 $ 1,524 Accrued payroll 1,334 1,245 Accrued commission 631 108 Other accrued expenses - 84 Total $ 6,135 $ 2,961

Income Taxes

Income Taxes	3 Months Ended
	Mar. 31, 2021
Income Tax Disclosure [Abstract]
INCOME TAXES	13. INCOME TAXES The following table presents the provision for income taxes and the effective tax rate for the three months ended March 31, 2021 and March 31, 2020 in thousand: March 31, 2021 March 31, 2020 Income tax (benefit) expense (1,475 ) 730 Effective tax rate 15 % 11 % The income tax (benefit) expense for the three months ended March 31, 2021 was primarily attributable to federal, state and foreign income tax expenses attributable to federal and state tax benefits on the Company’s U.S. loss as a C-corporation, offset by foreign income tax expenses on the Company’s foreign income in Italy. The income tax (benefit) expense for the three months ended March 31, 2020 was primarily attributable to state and foreign income taxes. The Company also believes that quarterly effective tax rates will vary from the fiscal 2021 effective tax rate as a result of recognizing the income tax effects of items that the Company cannot anticipate such as the changes in tax laws, tax amounts associated with foreign earnings at rates different from the United States federal statutory rate, the tax impact of stock-based compensation. The Company’s foreign earnings on Italian operations are subject to foreign taxes applicable to its income derived in Italy. These taxes include income tax. As of December 31, 2020, and 2019, the Company had no open tax examinations by any taxing jurisdiction in which it operates. The taxing authorities of the most significant jurisdictions are the United States Internal Revenue Service and the California Franchise Tax Board and the Agenzia delle Entrate. The statute of limitations for which the Company’s tax returns are subject to examination are as follows: Federal 2017-2020, California 2016-2020, and Italy 2016-2020.

Indebtedness

Indebtedness	3 Months Ended
	Mar. 31, 2021
Indebtedness [Abstract]
INDEBTEDNESS	14. INDEBTEDNESS Debt consisted of the following as of (in thousands): March 31, December 31, Notes payable $ 2,014 $ 2,101 Notes payable to related parties (Note 17) 42 66 Revolving credit facility 26 22 Total debt 2,082 2,189 Less current debt (179 ) (199 ) Total $ 1,903 $ 1,990 Revolving credit facility The Company is party to a revolving line of credit agreement, which has been amended from time to time, pursuant to which a credit facility has been extended to the Company until May 25, 2021 (the “Credit Facility”). The Credit Facility provides the Company with up to $25.00 million in revolving credit. Under the Credit Facility, the Company may borrow up to (a) 90% of the net amount of eligible accounts receivable; plus, (b) the lower of: (i) sum of: (1) 50% of the net amount of eligible inventory; plus (2) 45% of the net amount of eligible in-transit inventory; (ii) $10.00 million; or (iii) 50% of the aggregate amount of revolving loans outstanding, minus (c) the sum of all reserves. Under the Credit Facility: (i) the Company’s fixed charge coverage ratio may not be less than 1.10:1.00, and (ii) the Company may make dividends or distributions in shares of stock of the same class and also distributions for the payment of taxes. As of March 31, 2021 and December 31, 2020, the Company was in compliance with all terms and conditions of its Credit Facility. The revolving line of credit bears interest at the sum of (i) the greater of (a) the daily Prime Rate, or (b) LIBOR plus 2%; and (ii) 1%. The revolving line of credit has an arrangement associated with it wherein all collections from collateralized receivables are deposited into a collection account and applied to the outstanding balance of the line of credit on a daily basis. The funds in the collection account are earmarked for payment towards the outstanding line of credit and given the Company’s obligation to pay off the outstanding balance on a daily basis, the balance is classified as a current liability on the Company’s condensed consolidated balance sheets as of March 31, 2021 and December 31, 2020. Capital expenditure loan, term loan, and notes payable The Credit Facility includes a capital expenditure loan (“Capex Loan”) in the amount of up to $0.50 million that functions to reimburse the Company for certain qualified expenses related to the Company’s purchase of capital equipment. All borrowings against this loan are payable on a straight-line basis over 5 years and accrue interest at the greater of (a) the daily Prime Rate or (b) the daily LIBOR Rate plus 4%. The loan was paid off in full with the proceeds from the Transaction. The balance on the Capex Loan was $0 million and $0 million as of March 31, 2021 and December 31, 2020, respectively, of which $0 million and $0 million is classified as current as of March 31, 2021 and December 31, 2020, respectively. In September 2018, the Company amended the Credit Facility to include a term loan in the amount of $1.00 million (the “Term Loan”). The Term Loan accrues interest at the sum of the (i) the greater of (a) the daily Prime Rate, or (b) LIBOR plus 2%; and (ii) 1.5% and has a maturity date of May 25, 2021. The Credit Facility is secured by substantially all of the Company’s assets. The balance on the Term Loan was $0 million and $0 million as of March 31, 2021 and December 31, 2020, respectively. In April 2019, Ittella Italy entered into a promissory note with a financial institution in the amount of 0.40 million Euros. The note accrues interest at 2.5% and has a maturity date of April 15, 2021, when the full principal and interest are due. The balance on the promissory note was 0.02 million Euros and 0.08 million Euros as of March 31, 2021 and December 31, 2020, respectively. On June 19, 2015, Ittella Properties, LLC, a variable interest entity (“VIE”) (See Note 19), executed a promissory note with a financial institution in the amount of $1.30 million (the “CB Loan”). The CB Loan accrues interest at an initial rate of 4.99% and is variable on an annual basis in accordance with the United States Treasury Note Index Rate plus 2.66% and subject to a minimum rate of 4.65%. The CB Loan had a maturity date of July 1, 2040 and was collateralized by the Alondra Building (Note 19) and was guaranteed by Ittella International. The loan was paid off in full through a refinancing on January 6, 2020. The outstanding balance on the CB Loan was $0 million and $0.00 million as of March 31, 2021 and December 31, 2020, respectively. On August 12, 2015, Ittella Properties, LLC, the VIE, executed a note payable with a financial institution in the amount of $1.06 million (the “CDC Loan”). The CDC Loan accrued interest at 2.88% and had a maturity date of August 1, 2035. The CDC Loan was secured by the Alondra Building (Note 19) and was guaranteed by Ittella International. The loan was paid off in full through a refinancing on January 6, 2020. The outstanding balance on the CDC Loan was $0 million and $0 million as of March 31, 2021 and December 31, 2020, respectively. On January 6, 2020, Ittella Properties, LLC, the VIE, refinanced all of its existing debt with a financial institution in the amount of $2.10 million (the “Note”). The Note accrues interest at 3.60% and has a maturity date of January 31, 2035. Financial covenants of the Note include a minimum fixed charge coverage ratio of 1.20 to 1.00. As of March 31, 2021, the Company was in compliance with all terms and conditions of the Note. The outstanding balance on the Note was $1.99 million and $2.02 as of March 31, 2021 and December 31, 2020, respectively. Future minimum principal payments due on the notes payable, including notes payable to related parties, for periods subsequent to March 31, 2021 are as follows (in thousands): Nine months ended December 31, 2021 $ 151 2022 134 2023 119 2024 123 2025 128 Thereafter 1,427 Total $ 2,082

Stockholders' Equity

Stockholders' Equity	3 Months Ended
	Mar. 31, 2021
Equity [Abstract]
STOCKHOLDERS' EQUITY	15. STOCKHOLDERS’ EQUITY The condensed consolidated statements of changes in equity reflect the Reverse Recapitalization as of October 15, 2020. Since Myjojo (Delaware) was determined to be the accounting acquirer in the Reverse Recapitalization, all periods prior to the consummation of the Transaction reflect the balances and activity of Myjojo (Delaware) (other than shares which were retroactively restated in connection with the Transaction). Further, the Company issued awards to certain officers and all of the directors pursuant to the Tattooed Chef, Inc. 2020 Incentive Award Plan (“Director Awards”) on December 17, 2020 (see Note 16). Salvatore Galletti received 4,935 shares of common stock of the Company as part of the Director Awards. Such shares together with the shares that Salvatore Galletti received as a result of the Transaction and the release of the Holdback Shares from escrow, allowed Salvatore Galletti to have approximately 39.4% (separate from the shares assigned to Project Lily) of the voting power of the capital stock of the Company as of March 31, 2021. Preferred Stock The Company is authorized to issue 10,000,000 shares of preferred stock with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of March 31, 2021, there were no shares of preferred stock issued or outstanding. Common Stock The Company is authorized to issue 1,000,000,000 shares of common stock with a par value of $0.0001 per share. Holders of common stock are entitled to one vote for each share. As of March 31, 2021, there were 81,400,199 shares issued and outstanding. Noncontrolling Interest Prior to the consummation of the Transaction, noncontrolling interest in Ittella Italy was included as a component of stockholders’ equity on the accompanying condensed consolidated balance sheets. Noncontrolling interest in Ittella International contains a redemption feature and was included as mezzanine equity on the accompanying condensed consolidated balance sheets (Notes 3). The share of income attributable to noncontrolling interest were included as a component of net income in the accompanying consolidation statements of operations and comprehensive income prior to the Transaction. The following schedule discloses the components of the Company’s changes in other comprehensive income attributable to noncontrolling interest for the three months ended March 31, 2020 (in thousands): Net income attributable to noncontrolling interest in Ittella Italy $ 598 Net income attributable to noncontrolling interest in Ittella International 424 Increase in noncontrolling interest due to foreign currency translation (11 ) Change in net comprehensive income attributable to noncontrolling interest for the three months ended March 31, 2020 $ 1,011 As discussed in Note 3, all noncontrolling interest were converted into Myjojo (Delaware)’s common shares which were subsequently exchanged for the Company’s common shares in the Transaction. Warrants In connection with Forum’s IPO and issuance of Private Placement Units in August 2018, Forum issued Units consisting of Common Stock with attached warrants as follows: 1. Public Warrants – Forum issued 20,000,000 Units at a price of $10.00 per Unit, each Unit consisting of one share of Common Stock of Forum and one redeemable warrant. 2. Private Placement Warrants – Forum issued 655,000 Private Placement Units, each consisting of one share of Common Stock and one warrant to the Sponsor, Jefferies LLC and EarlyBirdCapital, Inc. Each Public Warrant and Private Placement Warrant (together, the “Warrants”) entitles the holder to purchase one share of Common Stock at an exercise price of $11.50. The Public Warrants contain a redemption feature that provides the Company the option to call the Public Warrants for redemption 30 days after notice to the holder when any of conditions described in the following paragraph is met, and to require that any Public Warrant holder who desires to exercise his, her or its Public Warrant prior to the redemption date do so on a “cashless basis,” by converting each Public Warrant for an equivalent number of shares of Common Stock, determined by dividing (i) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the difference between the Warrant Price and the “Fair Market Value”, and (ii) the Fair Market Value (defined as the average last sale price of the Common Stock for the ten trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Public Warrants). The Public Warrants become exercisable upon occurrence of certain events (trigger events), including the completion of the Transaction. Once the Public Warrants become exercisable, the Company may redeem the Public Warrants in whole, at a price of $0.01 per warrant within 30 days after a written notice of redemption, and if, and only if, the reported last sale price of the Company’s common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the holder. The Private Placement Warrants are identical to the Public Warrants, except that so long as they are held by the Sponsor, an Underwriter, or any of their Permitted Transferees, the Private Placement Warrants: (i) may be exercised for cash or on a cashless basis; (ii) may not be transferred, assigned, or sold 30 days after the completion of a defined Business Combination except to a Permitted Transferee who enters into a written agreement with the Company agreeing to be bound by the transfer restrictions, and (iii) are not redeemable by the Company. A Warrant may be exercised only during the “Exercise Period” commencing on the later of: (i) the date that is 30 days after the first date on which Forum completes its initial business combination; or (ii) 12 months from the date of the closing of the IPO, and terminating on the earlier to occur (x) five years after Forum completes its initial business combination; (y) the liquidation of the Company or, the Redemption Date (as that term is defined in the Warrant Agreement), subject to any applicable conditions as set forth in the Warrant Agreement. The Company in its sole discretion may extend the duration of the Warrants by delaying the expiration date, provided it give at least 20 days prior written notice of any such extension to the registered holders of the Warrants. Forum completed a business combination, which is one of the trigger events for exercisability of the Warrants. Warrant activity is as follows: Public Warrants Private Placement Warrants Issued and outstanding as of October 15, 2020 20,000,000 655,000 Exercised (5,540,316 ) (247,423 ) Redeemed - - Issued and outstanding as of December 31, 2020 14,459,684 407,577 Exercised (14,602,942 ) (223,041 ) Redeemed (143,258 ) - Issued and outstanding as of March 31, 2021 - 184,536 The Public Warrants are considered freestanding equity-classified instruments due to their detachable and separately exercisable features. Accordingly, the Public Warrants are presented as a component of Stockholders’ Equity in accordance with ASC 815-40-25. As discussed in Note 10, the Private Placement Warrants are considered freestanding liability-classified instruments under ASC 815-40-25. The Company did not receive payment from the transfer agent for 1,177,602 of the 5,793,611 warrants exercised during the period ended December 31, 2020 and, accordingly, a Warrant Receivable of $13.54 million was recognized as part of Prepaid Expenses and Other Current Assets on the condensed consolidated balance sheet as of December 31, 2020. During the three-month period ended March 31, 2021, the Company recognized aggregate cash and cashless exercises of 5,234,017 and 9,368,925, respectively, in relation to the Public Warrants. During the three-month period ended March 31, 2021, 223,041 Private Placement Warrants were exercised. The Company issued 10,025,303 common stock shares in connection with all exercises occurred in the three-month period ended March 31, 2021. During the same period, the Company recognized transfers of 143,258 of the Public Warrants from Private Placement Warrants that ceased to meet contractual criteria and became Public Warrants as a result. On January 14, 2021, the Company announced that it would redeem all Public Warrants that had not been exercised as of 5:00 p.m. EST on February 16, 2021 and sent the required redemption notice to Public Warrant holders. As of that time and date, all but 132,580 of the Public Warrants had been exercised, and those remaining Public Warrants were redeemed for $0.01 per Public Warrant. Appropriated Retained Earnings In accordance with Italian Company law, the Company’s subsidiary Ittella Italy maintains an appropriated retained earnings account for 5% of the total profit for the prior year until the appropriated retained earnings balance reaches 20% of share capital. The appropriated retained earnings amount included in retained earnings was $0.07 million and $0.07 million as of March 31, 2021 and December 31, 2020, respectively.

Equity Incentive Plan

Equity Incentive Plan	3 Months Ended
	Mar. 31, 2021
Share-based Payment Arrangement [Abstract]
EQUITY INCENTIVE PLAN	16. Equity INCENTIVE PLAN On October 15, 2020, the Company’s Tattooed Chef, Inc. 2020 Incentive Plan (the “Plan”) became effective and permits the granting of equity awards of up to 5,200,000 common shares to executives, employees and non-employee directors, with the maximum number of common shares to be granted in a single fiscal year, when taken together with any cash fees paid to the non-employee director during that year in respect of his or her service as a non-employee director, not exceeding $100,000 in total value to any non-employee director. Awards available for grant under the Plan include Incentive Stock Options, Nonqualified Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Other Share-based Awards, Other Cash-based Awards and Dividend Equivalents. Shares issued under the Plan may be newly issued shares or reissued treasury shares. Options maybe granted at a price per share not less than 100% of the fair market value at the date of grant. Options granted generally vest over a period of three to five years, subject to the grantee’s continued service with the Company through the scheduled vested date and expire no later than 10 years from the grant date. Stock Options Stock options under the Plan are generally granted with a strike price equal to 100% of the fair market value of the stock on the date of grant, with a three-year vesting period and a grant life of 10 years. The strike price may be higher than the fair value of the stock on the date of the grant but cannot be lower. The table below summarizes the share-based activity in the Plan: Number of Outstanding Weighted Weighted Intrinsic Balance at December 31, 2020 756,300 $ 24.69 9.98 $ - Granted - - - - Cancelled and forfeited (1,500 ) 24.69 9.82 - Exercised - - - - Balance at March 31, 2021 754,800 $ 24.69 9.73 $ - Exercisable at March 31, 2021 - $ - - $ - There were no options exercised during the three months ended March 31, 2021. Compensation expense is recorded on a straight-line basis over the vesting period, which is the requisite service period, beginning on the grant date. The compensation expense is based on the fair value of each option grant using the Black-Scholes option pricing model. As of March 31, 2021, the Company had stock-based compensation of $5.17 million related to unvested stock options not yet recognized that are expected to be recognized over an estimated weighted average period of approximately three years. The fair value of each option grant was estimated on the grant date using the Black-Scholes option pricing model with the following assumptions: Equity volatility 25.89 % Risk-free interest rate 0.67 % Expected term (in years) 8 Expected dividend - Expected term—This represents the weighted-average period the stock options are expected to remain outstanding based upon expected exercise and expected post-vesting termination. Risk-free interest rate—The assumption is based upon the observed U.S. treasury rate appropriate for the expected life of the employee stock options. Expected volatility—The expected volatility assumption is based upon the weighted-average historical daily price changes of our common stock over the most recent period equal to the expected option life of the grant based on the contractual term of the awards, adjusted for activity which is not expected to occur in the future. Dividend yield—The dividend yield assumption is based on our history and expectation of dividend payouts. Any option granted under the Plan may include tandem Stock Appreciation Rights (“SAR”). SAR may also be awarded to eligible persons independent of any option. The strike price for common share for each SAR shall not be less than 100% of the fair value of the shares determined as of the date of grant. Restricted Stock and Restricted Stock Units Restricted Stock Units (“RSUs”) are convertible into shares of Company common stock upon vesting on a one-to-one basis. Restricted stock has the same rights as other issued and outstanding shares of Company common stock except they are not entitled to dividends until the awards vest. Restrictions also limit the sale or transfer of the same during the vesting period. Any unvested portion of the Restricted Stock and RSUs shall be terminated and forfeited upon termination of employment or service of the grantee. Director restricted stock activity under the Plan for the three months ended March 31, 2021 is as follows: Employee Director Awards Non-Employee Director Awards Number of Shares Weighted- Number of Shares Weighted- Balance at December 31, 2020 — $ — — $ — Granted - - 15,216 18.93 Vested - - (15,216 ) 18.93 Forfeited - - - - Non-vested restricted stock at March 31, 2021 - $ - - $ - Non-director employee and consultant restricted stock activity under the Plan for the three months ended March 31, 2021 is as follows: Employee Awards Consultant (Non-Employee) Awards Number of Shares Weighted- Number of Shares Weighted- Balance at December 31, 2020 400,000 $ 24.28 100,000 $ 24.69 Granted 30,416 23.65 100,000 18.96 Vested (4,916 ) 24.28 (100,000 ) 18.96 Forfeited (100,000 ) 24.69 (100,000 ) 24.69 Non-vested restricted stock at March 31, 2021 325,500 $ 24.10 $ - The fair value of the consultant (non-employee) performance shares vested for the three months ended March 31, 2021 was approximately $1.90 million. The fair value of employee restricted stock awards vested was approximately $0.12 million for the three months ended March 31, 2021. The fair value of non-employee restricted stock awards vested was approximately $0.29 million for the three months ended March 31, 2021. As of March 31, 2021, unrecognized compensation costs related to the employee restricted stock awards was $7.4 million and is expected to be recognized over the weighted average period of four years. In addition, non-employee consultant share-based compensation expense for the three months ended March 31, 2021 was approximately $1.90 million as a result of an accelerated equity grant. The amount recognized vested immediately and had no restrictions or performance conditions. Employee Performance Shares and Performance Units This award may be granted to certain executive officers of the Company and vest if the performance goals and/or other vesting criteria as stated in the relevant Award Agreement are achieved or the awards otherwise vest, which generally is for a period of three to five years from the grant date. Vesting of this award applies if the grantee remains employed by the Company through the applicable vesting date. The fair value of the award is equal to the average market price of the Company’s common stock at the grant date, adjusted for dividends over the vesting period. Compensation expense is recorded ratably over the period beginning on the grant date until the shares become unrestricted based on the amount of the award that is expected to be earned, adjusted each reporting period based on current information. Under the Plan, an executive of the Company was granted restricted stock of 300,000 shares of the Company’s common stock (included within the restricted stock grants described above), to be vested 60,000 shares on each anniversary of the closing of the Transaction, provided certain target share prices are met, and conditioned on his continued employment with the Company. If the applicable target share price is not met, the 60,000 shares eligible for vesting will carry over and will be eligible for vesting in the full amount in the following vesting period. Any unvested shares will continue to carry over into the next vesting period. Any unvested shares as of October 15, 2025 will be forfeited.

Related Party Transactions

Related Party Transactions	3 Months Ended
	Mar. 31, 2021
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	17. RELATED PARTY TRANSACTIONS The Company leases office property in San Pedro, California from Deluna Properties, Inc., a company owned by Salvatore Galletti. Rent expense was $0.04 and $0.02 million for the three months ended March 31, 2021 and 2020, respectively. In January 2009, the Company entered into a promissory note with Salvatore Galletti as the lender in the amount of $0.05 million, which matured on December 31, 2020. The note bore interest at 4.75% over the Prime Rate. The promissory note was paid off in full on January 6, 2020. The Company entered into a credit agreement with Salvatore Galletti for a $1.20 million revolving line of credit in January 2007. Monthly interest payments are accrued at 4.75% above the Prime Rate on any outstanding balance. In addition, the Company agreed to pay Salvatore Galletti 0.67% per month of the full amount of the revolving credit line, regardless of whether the Company has borrowed against the line of credit. This agreement originally expired on December 31, 2011 but was extended to December 31, 2024. The outstanding balance of the line of credit was $0.03 million and $0.02 million as of March 31, 2021 and December 31, 2020, respectively, and is recorded as notes payable to related parties in the accompanying condensed consolidated balance sheets. In June 2010, the Company entered into a promissory note with the Salvatore Galletti as the lender in the amount of $0.15 million, which bears interest at 8.00% per annum. The promissory note was paid off in full on June 2, 2020. It had a balance of $0.15 million as of December 31, 2019 and was recorded as notes payable to related parties in the accompanying condensed consolidated balance sheets. In May 2018, Ittella Italy entered into a promissory note with Pizzo in the amount of 0.48 million Euros. The note bears interest at 8.00% per annum. The balance of the note was 0.04 million Euros and 0.07 million Euros as of March 31, 2021 and December 31, 2020, respectively. The Company is party to a revolving line of credit with Marquette Business Credit as of March 31, 2021 and December 31, 2020 with borrowing capacity of $25.00 million and $25.00 million, respectively (Note 14). The parent organization of Marquette Business Credit is UMB (Note 3).

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Mar. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	18. COMMITMENTS AND CONTINGENCIES In the ordinary course of business, the Company also enters into real property leases, which require the Company as lessee to indemnify the lessor from liabilities arising out of the Company’s occupancy of the properties. The Company’s indemnification obligations are generally covered under the Company’s general insurance policies. From time to time, the Company is involved in various litigation matters arising in the ordinary course of business. The Company does not believe the disposition of any current matter will have a material adverse effect on its condensed consolidated financial position or results of operations. A subsidiary of the Company, Ittella Italy, is involved in certain litigation related to the death of an independent contractor who fell off of the roof of Ittella Italy’s premises while performing pest control services. The case was brought by five relatives of the deceased worker. The five plaintiffs are seeking collectively 1.87 million Euros from the defendants. In addition to Ittella Italy, the pest control company for which the deceased was working at the time of the accident is co-defendant. Furthermore, under Italian law, the president of an Italian company is automatically criminally charged if a workplace death occurs on site. Ittella Italy has engaged local counsel, and while local counsel does not believe it is probable that Ittella Italy or its president will be found culpable, Ittella Italy cannot predict the ultimate outcome of the litigation. Procedurally, the case remains in a very early stage of the litigation. Ultimately, a trial will be required to determine if the defendants are liable, and if they are liable, a second separate proceeding will be required to establish the amount of damages owed by each of the co-defendants. Ittella Italy believes any required payment could be covered by its insurance policy; however, it is not possible to determine the amount at which the insurance company will reimburse Ittella Italy or whether any reimbursement will be received at all. Based on information received from its Italian lawyers, Ittella Italy believes that the litigation may continue for a number of years before it is finally resolved. Based on the assessment by management together with the independent assessment from its local legal counsel, the Company believes that a loss is currently not probable and an estimate cannot be made. Therefore, no accrual has been made as of March 31, 2021 or December 31, 2020.

Consolidated Variable Interest

Consolidated Variable Interest Entity	3 Months Ended
	Mar. 31, 2021
Accounting Policies [Abstract]
CONSOLIDATED VARIABLE INTEREST ENTITY	19. CONSOLIDATED VARIABLE INTEREST ENTITY Ittella Properties LLC (“Properties”), the Company’s consolidated VIE, owns the Alondra Building, which is leased by Ittella International for 10 years from August 1, 2015 through August 1, 2025. Properties is wholly owned by Salvatore Galletti. The construction and acquisition of the Alondra building by Properties were funded by a loan agreement with unconditional guarantees by Ittella International and terms providing that 100% of the Alondra building must be leased to Ittella International throughout the term of the loan agreement. The Company concluded that it has a variable interest in Properties on the basis that Ittella International guarantees the loan for Properties and substantially all of Properties’ transactions occur with the Ittella International. Thus, Properties’ equity at risk is considered to be insufficient to finance its activities without additional support from Ittella International, and, therefore, Properties is considered a VIE. The results of operations and cash flows of Properties are included in the Company’s condensed consolidated financial statements. For the three-month periods ended March 31, 2021 and 2020, 100% of the revenue of Properties is intercompany and thus was eliminated in consolidation. Properties contributed expenses of $0.05 million and $0.10 million for the periods ended March 31, 2021 and 2020, respectively.

Earnings Per Share

Earnings Per Share	3 Months Ended
	Mar. 31, 2021
Earnings Per Share [Abstract]
EARNINGS PER SHARE	20. Earnings per share The following is the summary of basic and diluted EPS for the three-months ended March 31, 2021 and 2020: 2021 2020 Numerator Net Income (Loss) attributable to Tattooed Chef, Inc. $ (8,152 ) $ 4,877 Dilutive Net Income (Loss) attributable to Tattooed Chef, Inc. (8,624 ) 4,877 Denominator Weighted average common shares outstanding 79,415 28,324 Effect of potentially dilutive securities related to Warrants 304 - Weighted average diluted shares outstanding 79,719 28,324 Earnings per share Basic $ (0.10 ) $ 0.17 Diluted $ (0.11 ) $ 0.17 The following have been excluded from the calculation of diluted earnings per share as the effect of including them would have been anti-dilutive for the three-months ended March 31, 2021 and 2020: 2021 2020 Stock options 318 - Restricted stock awards 318 - Warrants - - Total 636 -

Subsequent Events

Subsequent Events	3 Months Ended
	Mar. 31, 2021
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	21. SUBSEQUENT EVENTS On May 2, 2021, the Company entered into an agreement to acquire Food of New Mexico Distributors, Inc. (“NMFD”) and Karsten Tortilla Factory, LLC (“Karsten”) in an all-cash transaction collectively valued at $35.00 million. NMFD is a privately-held company based in Albuquerque, New Mexico. Together with Karsten, NMFD produces and sells ready to eat New Mexican food products for retail and food service customers. The transaction closed on May 14, 2021. As of the date of issuance of these condensed consolidated financial statements, the initial acquisition and disclosures under ASC 805, Business Combinations On April 13, 2021, Ittella Italy purchased a manufacturing facility in Italy for 4.00 million Euros (or $4.69 million). The Company had previously been leasing this facility.

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	3 Months Ended
	Mar. 31, 2021
Accounting Policies [Abstract]
Basis of Consolidation	Basis of Consolidation.
Basis of Presentation	Basis of Presentation. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 as filed with the SEC on March 19, 2021, which contains the audited financial statements and notes thereto. The financial information as of December 31, 2020 is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020. The interim results for the three months ended March 31, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future interim periods. The Transaction was accounted for as a reverse recapitalization in accordance with GAAP (the “Reverse Recapitalization”). Under this method, Forum was treated as the “acquired” company (“Accounting Acquiree”) and Myjojo (Delaware), the accounting acquirer, was assumed to have issued stock for the net assets of Forum, accompanied by a recapitalization. The net assets of Forum are stated at historical cost, with no goodwill or other intangible assets recorded. The consolidated assets, liabilities and results of operations prior to the reverse recapitalization are those of Myjojo (Delaware). The shares and corresponding capital amounts and earnings per share available for common stockholders, prior to the reverse recapitalization, have been retroactively restated.
Revision of Previously Issued Financial Statements for Correction of Immaterial Errors	Revision of Previously Issued Financial Statements for Correction of Immaterial Errors. The Company revised the accompanying condensed consolidated statements of operations and comprehensive income for the period ended March 31, 2020 to reflect the correction of an immaterial error for amounts previously not reflected in the comprehensive income attributable to noncontrolling interest. This revision has no impact on the Company’s net income, retained earnings, or earnings per share. Revised Condensed Consolidated Statements of Operations and Comprehensive Income As Previously Reported Adjustment As Revised Three months ended March 31, 2020 Comprehensive income $ 5,547 - $ 5,547 Less: income (loss) attributable to the noncontrolling interest (11 ) 1,022 1,011 Comprehensive income attributable to Tattooed Chef, Inc. stockholders $ 5,558 (1,022 ) $ 4,536 The Company revised the accompanying condensed consolidated balance sheet as of December 31, 2020, and the consolidated statements of operations and comprehensive income, stockholders’ equity and cash flows for the year ended December 31, 2020 (not included herein) to reflect the correction of an immaterial error related to the classification of Private Placement Warrants. These warrants are now classified as liabilities with the related changes in the fair value of these warrants recorded in the statement of operations and comprehensive income. This revision has an immaterial impact on the Company’s previously reported net income, earnings per share, total liabilities or stockholder’s equity. In further consideration of the guidance in Accounting Standards Codification (“ASC”) 815-40, Derivatives and Hedging — Contracts in Entity’s Own Equity Fair Value Measurement The revised classification and reported values of the Private Placement Warrants as accounted for under ASC 815-40 are included in the condensed consolidated financial statements herein. The following table summarizes the effect of the revision on each financial statement line item as of the dates, and for the periods ended, indicated: Consolidated Balance Sheet As Previously Reported Adjustment As Revised As of December 31, 2020 Warrant liability - 5,184 5,184 Total Liabilities 32,339 5,184 37,523 Additional paid in capital 170,799 (6,376 ) 164,423 Retained earnings 63,537 1,192 64,729 Total stockholders’ equity 234,344 (5,184 ) 229,160 Consolidated Statement of Operations As Previously Reported Adjustment As Revised For the year ended December 31, 2020 Other income 38,066 1,192 39,258 Income before provision for income taxes 28,446 1,192 29,638 Net Income 68,724 1,192 69,916 Net income attributable to Tattooed Chef, Inc. 67,249 1,192 68,441 Basic net income per share 1.85 0.03 1.88 Diluted net income per share 1.69 0.03 1.72 Consolidated Statement of As Previously Reported Adjustment As Revised For the year ended December 31, 2020 Additional paid in capital from exercise of warrants 66,559 2,696 69,255 Additional paid in capital from reverse recapitalization 91,920 (9,072 ) 82,848 Additional paid in capital ending balance 170,799 (6,376 ) 164,423 Net income in retained earnings (deficit) 67,249 1,192 68,441 Retained earnings (deficit) ending balance 63,537 1,192 64,729 Consolidated Statement of Cash Flows As Previously Reported Adjustment As Revised For the year ended December 31, 2020 Cash Flows from Operating Activities: Net income 68,724 1,192 69,916 Adjustments to reconcile net loss to net cash used in operating activities: Revaluation of common stock warrant liability to estimated fair value - (1,192 ) (1,192 )
Reclassifications	Reclassifications.
Cash	Cash.
Foreign Currency	Foreign Currency. The accompanying condensed consolidated financial statements are expressed in United States dollars. Assets and liabilities of foreign operations are translated at period-end rates of exchange. Revenues, costs and expenses are translated at average rates of exchange prevailing during the period. Equity adjustments resulting from translating foreign currency financial statements are accumulated as a separate component of stockholders’ equity. The Company conducts business globally and is therefore exposed to adverse movements in foreign currency exchange rates, specifically the Euro to US dollar. To limit the exposure related to foreign currency changes, the Company entered into foreign currency exchange forward contracts starting in 2020. The Company does not enter into contracts for speculative purposes. In February 2020, the Company entered into a trading facility for derivative forward contracts. Under this facility, the Company has access to open foreign exchange forward contract instruments to purchase a specific amount of funds in Euros and to settle, on an agreed-upon future date, in a corresponding amount of funds in United States dollars. During the three months ended March 31, 2021 and 2020, the Company entered into foreign currency exchange forward contracts to purchase 22.00 million Euros and 13.35 million Euros, respectively. The notional amounts of these derivatives are $26.90 million and $14.68 million for the three-month period ended March 31, 2021 and 2020, respectively. These derivatives are not designated as hedging instruments. Gains and losses on the contracts are included in other income net, and substantially offset foreign exchange gains and losses from the short-term effects of foreign currency fluctuations on assets and liabilities, such as purchases, receivables and payables, of which are denominated in currencies other than the functional currency of the reporting entity. These derivative instruments generally have maturities of up to nine months.
Accounts Receivable	Accounts Receivable.
Inventory	Inventory. Overhead costs are allocated to the units produced within the reporting period, while abnormal costs are charged to current operations as incurred. The Company monitors the remaining utility of its inventory and writes down inventory for excess or obsolescence as appropriate.
Property, Plant and Equipment	Property, Plant and Equipment
Long-Lived Assets	Long-Lived Assets.
Fair Value of Financial Instruments	Fair Value of Financial Instruments. Level 1 - Inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company is able to access at the measurement date. Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, and can reference interest rates, yield curves, implied volatilities and credit spreads. Level 3 - Inputs are unobservable data points for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability.
Warrants	Warrants. The Public Warrants are considered freestanding equity-classified instruments due to their detachable and separately exercisable features and meet the indexation criteria in ASC 815-40-15-7C. Accordingly, the Public Warrants are presented as a component of Stockholders’ Equity in accordance with ASC 815-40-25. The Agreements with respect to the Company’s Private Placement Warrants include provisions related to determining settlement amounts that preclude the Warrants from being accounted for as components of equity. As these Warrants meet the definition of a derivative as contemplated in ASC 815-40, the Private Placement Warrants are recorded as derivative liabilities on the condensed consolidated balance sheets and measured at fair value at inception (on the Closing date) and at each reporting date in accordance with ASC 820, with changes in fair value recognized in the condensed consolidated statements of operations and other comprehensive income (loss) in the period of change.
Revenue Recognition	Revenue Recognition. Control generally transfers to the customer when the product is shipped or delivered to the customer based upon applicable shipping terms. Customer contracts generally do include more than one performance obligation and the performance obligations in the Company’s contracts are satisfied within one year. No payment terms beyond one year are granted at contract inception. The Company disaggregates revenue based on the type of products sold to its customers – private label, Tattooed Chef and other. The other revenue stream constitutes sale of similar food products directly to customers through a third-party vendor and the Company acts as a principal in these transactions. Most contracts also include some form of variable consideration, the most common form are discounts and demonstration costs. Variable consideration is treated as a reduction in revenue when product revenue is recognized. Depending on the specific type of variable consideration, the Company uses either the expected value or most likely amount method to determine the variable consideration. The Company reviews and updates its estimates and related accruals of variable consideration each period based on the terms of the agreements, historical experience, and any recent changes in the market. The Company does not have significant unbilled receivable balances arising from transactions with customers. The Company does not capitalize contract inception costs as contracts are one year or less and the Company does not incur significant fulfillment costs requiring capitalization. The Company’s deferred revenue balance is primarily compromised of customer arrangements with shipping terms as FOB destination that have been shipped but not yet received by the customer as of the reporting period. Deferred revenue was $0.97 million and $1.71 million as of March 31, 2021 and December 31, 2020, respectively. The Company recognizes shipping and handling costs related to products transferred to the end customer as fulfillment cost and includes these costs in cost of goods sold upon delivery of the product to the customer.
Sales and Marketing Expenses	Sales and Marketing Expenses.
Interest Expense	Interest Expense.
Deferred Financing Costs	Deferred Financing Costs.
Stock-based Compensation	Stock-based Compensation. Compensation — Stock Compensation Under the provisions of ASC 718, Compensation—Stock Compensation
Income Taxes	Income Taxes As part of the process of preparing its condensed consolidated financial statements, the Company is required to estimate its provision for income taxes in each of the tax jurisdictions in which it conducts business, in accordance with the Income Tax Topic 740 of the ASC (“ASC 740”). The Company computes its annual tax rate based on the statutory tax rates and tax planning opportunities available to it in the various jurisdictions in which it earns income. Income taxes are accounted for using an asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. A valuation allowance is provided when it is more likely than not that some portion or all of the net deferred tax assets will not be realized. The factors used to assess the likelihood of realization include the Company’s forecast of the reversal of temporary differences, future taxable income, and available tax planning strategies that could be implemented to realize the net deferred tax assets. Failure to achieve forecasted taxable income in applicable tax jurisdictions could affect the ultimate realization of deferred tax assets and could result in an increase in the Company’s effective tax rate on future earnings. Based on our assessment, it appears more likely than not that the net deferred tax assets will be realized through future taxable income. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must first be determined to be more likely to be sustained based solely on its technical merits, and if so, then measured to be the largest benefit that has a greater than 50% likelihood of being sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of March 31, 2021 and December 31, 2020, respectively. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of March 31, 2021. The Company is currently not aware of any issues under review that could result in significant payment, accruals, or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. See Note 13 for more information on the Company’s accounting for income taxes.
Accumulated Other Comprehensive Loss	Accumulated Other Comprehensive Loss.
Use of Estimates	Use of Estimates.
Concentrations of Credit Risk	Concentrations of Credit Risk. Three customers accounted for 89% and 87% of the Company’s revenue during the three months ended March 31, 2021 and 2020, respectively. Customer 2021 2020 Customer C 41 % 41 % Customer A 38 % 29 % Customer B 10 % 17 % Customers accounting for more than 10% of the Company’s accounts receivable as of March 31, 2021 and December 31, 2020 were: Customer March 31, December 31, Customer A 45 % 24 % Customer B * 10 % Customer C 38 % 53 %
Segment Information	Segment Information. A majority of the Company’s products are sold from the United States to customers. Long-lived assets consist of property, plant and equipment - net and other non-current assets. The geographic location of long-lived assets is as follows: Long Lived Assets (in thousands) March 31, December 31, Italy $ 10,733 $ 9,113 United States 8,579 6,970 Total $ 19,312 $ 16,083
COVID-19 Pandemic	COVID-19 Pandemic Despite partial remote working conditions, the Company’s business activities have continued to operate with minimal interruptions. Management acknowledges the pandemic may adversely affect the Company’s suppliers and could impair its ability to obtain raw material inventory in the quantities or of a quality the Company desires. The Company currently sources most of its raw materials from Italy. Though the Company is not dependent on any single Italian grower for its supply of a certain crop, events (including the pandemic) generally affecting these growers could adversely affect the Company’s business. If the Company is unable to manage its supply chain effectively and ensure that its products are available to meet consumer demand, operating costs could increase, and sales and profit margins could decrease. On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was enacted. The CARES Act, among other things, includes provisions relating to refundable payroll tax credits, deferment of employer side social security payments, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations, increased limitations on qualified charitable contributions and technical corrections to tax depreciation methods for qualified improvement property. It also appropriated funds for the SBA Paycheck Protection Programs that are forgivable in certain situations to promote continued employment, as well as Economic Injury Disaster Loans to provide liquidity to small businesses harmed by COVID-19. The Company has elected not to apply for a Paycheck Protection Program loan. As of March 31, 2021 and December 31, 2020, the Company has analyzed the provisions of the CARES Act and determined it did not have a material impact on the Company’s financial condition, results of operations or cash flows. The extent to which this pandemic will adversely impact the Company’s future business, financial condition and results of operations is dependent upon various factors, many of which are highly uncertain and outside the control of the Company.
Earnings per share	Earnings per share.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Tables)	3 Months Ended
	Mar. 31, 2021
Accounting Policies [Abstract]
Schedule of revision of previously issued financial statements for correction of immaterial errors	Revised Condensed Consolidated Statements of Operations and Comprehensive Income As Previously Reported Adjustment As Revised Three months ended March 31, 2020 Comprehensive income $ 5,547 - $ 5,547 Less: income (loss) attributable to the noncontrolling interest (11 ) 1,022 1,011 Comprehensive income attributable to Tattooed Chef, Inc. stockholders $ 5,558 (1,022 ) $ 4,536 Consolidated Balance Sheet As Previously Reported Adjustment As Revised As of December 31, 2020 Warrant liability - 5,184 5,184 Total Liabilities 32,339 5,184 37,523 Additional paid in capital 170,799 (6,376 ) 164,423 Retained earnings 63,537 1,192 64,729 Total stockholders’ equity 234,344 (5,184 ) 229,160 Consolidated Statement of Operations As Previously Reported Adjustment As Revised For the year ended December 31, 2020 Other income 38,066 1,192 39,258 Income before provision for income taxes 28,446 1,192 29,638 Net Income 68,724 1,192 69,916 Net income attributable to Tattooed Chef, Inc. 67,249 1,192 68,441 Basic net income per share 1.85 0.03 1.88 Diluted net income per share 1.69 0.03 1.72 Consolidated Statement of As Previously Reported Adjustment As Revised For the year ended December 31, 2020 Additional paid in capital from exercise of warrants 66,559 2,696 69,255 Additional paid in capital from reverse recapitalization 91,920 (9,072 ) 82,848 Additional paid in capital ending balance 170,799 (6,376 ) 164,423 Net income in retained earnings (deficit) 67,249 1,192 68,441 Retained earnings (deficit) ending balance 63,537 1,192 64,729 Consolidated Statement of Cash Flows As Previously Reported Adjustment As Revised For the year ended December 31, 2020 Cash Flows from Operating Activities: Net income 68,724 1,192 69,916 Adjustments to reconcile net loss to net cash used in operating activities: Revaluation of common stock warrant liability to estimated fair value - (1,192 ) (1,192 )
Schedule of accounts receivables	Customer 2021 2020 Customer C 41 % 41 % Customer A 38 % 29 % Customer B 10 % 17 % Customer March 31, December 31, Customer A 45 % 24 % Customer B * 10 % Customer C 38 % 53 %
Schedule of geographic location of long lived assets	Long Lived Assets (in thousands) March 31, December 31, Italy $ 10,733 $ 9,113 United States 8,579 6,970 Total $ 19,312 $ 16,083

Redeemable noncontrolling int_2

Redeemable noncontrolling interest (Tables)	3 Months Ended
	Mar. 31, 2021
Redeemable Noncontrolling Interest [Abstract]
Schedule of redeemable noncontrolling interest	Amount Redeemable Noncontrolling Interest as of January 1, 2020 $ 6,930 Net income attributable to redeemable noncontrolling interest 424 Accretion to redeemable noncontrolling interest 4,431 Redeemable Noncontrolling Interest as of March 31, 2020 $ 11,785

Revenue Recognition (Tables)

Revenue Recognition (Tables)	3 Months Ended
	Mar. 31, 2021
Revenue Recognition [Abstract]
Schedule of revenue streams	2021 2020 Revenue Streams (in thousands) Revenue % Total Revenue % Total Tattooed Chef $ 35,993 68 % $ 17,649 53 % Private Label 16,371 31 % 15,102 46 % Other revenues 318 1 % 419 1 % Total $ 52,682 $ 33,170

Inventory (Tables)

Inventory (Tables)	3 Months Ended
	Mar. 31, 2021
Inventory Disclosure [Abstract]
Schedule of inventory	March 31, December 31, Raw materials $ 14,845 $ 16,534 Work-in-process 5,134 5,220 Finished goods 15,914 13,902 Packaging 2,808 3,004 Total $ 38,701 $ 38,660

Prepaid Expenses and Other Cu_2

Prepaid Expenses and Other Current Assets (Tables)	3 Months Ended
	Mar. 31, 2021
Prepaid Expenses And Other Current Assets [Abstract]
Schedule of prepaid expenses and other current assets	March 31, December 31, Prepaid expenses $ 9,785 $ 1,897 Tax credits 1,903 1,884 Warrants receivable (see Note 15) - 13,542 Other current assets 51 917 Total $ 11,739 $ 18,240

Property, Plant, and Equipmen_2

Property, Plant, and Equipment - Net (Tables)	3 Months Ended
	Mar. 31, 2021
Property, Plant and Equipment [Abstract]
Schedule of property, plant and equipment	March 31, December 31, Buildings $ 2,827 $ 2,574 Leasehold improvements 2,114 2,106 Machinery and equipment 14,387 12,526 Computer equipment 187 187 Furniture and fixtures 111 109 Construction in progress 3,032 1,533 22,658 19,035 Less: accumulated depreciation (3,346 ) (2,952 ) Net $ 19,312 $ 16,083

Derivative Instruments (Tables)

Derivative Instruments (Tables)	3 Months Ended
	Mar. 31, 2021
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Schedule of derivative instruments	Balance Sheet Line Item As of Derivatives not designated as hedging instruments: Foreign currency derivatives Forward contract derivative liability $ 2,042 Total $ 2,042
Schedule of condensed consolidated statements of operations and comprehensive income (loss) of derivative instruments not designated as hedges	Line Item in Statements of Operations Three months Derivatives not designated as hedging instruments: Foreign currency derivatives Other income (expense) $ (2,909 ) Total $ (2,909 )

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	3 Months Ended
	Mar. 31, 2021
Fair Value Disclosures [Abstract]
Schedule of fair value measurement of the private placement warrants as of each measurement	Input October 15, 2020 December 31, March 31, Risk-free interest rate 0.32 % 0.34 % 0.79 % Expected term (years) 5 4.79 4.55 Expected volatility 35.00 % 35.00 % 40.00 % Exercise price $ 11.50 11.50 11.50 Fair value of Units $ 13.85 12.72 10.16
Schedule of changes in fair value of warrant liabilities	Private Placement Fair value at initial measurement on October 15, 2020 $ 9,071,750 Exercise of Private Placement Warrants (2,695,806 ) Change in fair value (1)(2) (1,191,565 ) Fair value as of December 31, 2020 $ 5,184,379 Exercise of Private Placement Warrants (2,989,639 ) Change in fair value (1) (319,854 ) Fair value as of March 31, 2021 $ 1,874,886 (1) Changes in fair value are recognized in change in fair value of warrant liabilities in the consolidated statements of operations and comprehensive income (loss).

Leases (Tables)

Leases (Tables)	3 Months Ended
	Mar. 31, 2021
Leases [Abstract]
Schedule of future minimum lease commitments	Nine months ended December 31, 2021 $ 612 2022 762 2023 631 2024 353 2025 300 Thereafter 2,224 Total $ 4,882

Accrued Expenses (Tables)

Accrued Expenses (Tables)	3 Months Ended
	Mar. 31, 2021
Accrued Expenses [Abstract]
Schedule of accrued expenses	March 31, December 31, Accrued customer incentives $ 4,170 $ 1,524 Accrued payroll 1,334 1,245 Accrued commission 631 108 Other accrued expenses - 84 Total $ 6,135 $ 2,961

Income Taxes (Tables)

Income Taxes (Tables)	3 Months Ended
	Mar. 31, 2021
Income Tax Disclosure [Abstract]
Schedule of (benefit) provision for income taxes	March 31, 2021 March 31, 2020 Income tax (benefit) expense (1,475 ) 730 Effective tax rate 15 % 11 %

Indebtedness (Tables)

Indebtedness (Tables)	3 Months Ended
	Mar. 31, 2021
Indebtedness [Abstract]
Schedule of debt	March 31, December 31, Notes payable $ 2,014 $ 2,101 Notes payable to related parties (Note 17) 42 66 Revolving credit facility 26 22 Total debt 2,082 2,189 Less current debt (179 ) (199 ) Total $ 1,903 $ 1,990
Schedule of future minimum principal payments due on the notes payable	Nine months ended December 31, 2021 $ 151 2022 134 2023 119 2024 123 2025 128 Thereafter 1,427 Total $ 2,082

Stockholders' Equity (Tables)

Stockholders' Equity (Tables)	3 Months Ended
	Mar. 31, 2021
Stockholders' Equity Note [Abstract]
Schedule of changes in other comprehensive income attributable to noncontrolling interest	Net income attributable to noncontrolling interest in Ittella Italy $ 598 Net income attributable to noncontrolling interest in Ittella International 424 Increase in noncontrolling interest due to foreign currency translation (11 ) Change in net comprehensive income attributable to noncontrolling interest for the three months ended March 31, 2020 $ 1,011
Schedule of warrant activity	Public Warrants Private Placement Warrants Issued and outstanding as of October 15, 2020 20,000,000 655,000 Exercised (5,540,316 ) (247,423 ) Redeemed - - Issued and outstanding as of December 31, 2020 14,459,684 407,577 Exercised (14,602,942 ) (223,041 ) Redeemed (143,258 ) - Issued and outstanding as of March 31, 2021 - 184,536

Equity Incentive Plan (Tables)

Equity Incentive Plan (Tables)	3 Months Ended
	Mar. 31, 2021
Share-based Payment Arrangement [Abstract]
Schedule of share-based activity	Number of Outstanding Weighted Weighted Intrinsic Balance at December 31, 2020 756,300 $ 24.69 9.98 $ - Granted - - - - Cancelled and forfeited (1,500 ) 24.69 9.82 - Exercised - - - - Balance at March 31, 2021 754,800 $ 24.69 9.73 $ - Exercisable at March 31, 2021 - $ - - $ -
Schedule of fair value of each option grant was estimated on the grant date using the Black-Scholes option pricing model	Equity volatility 25.89 % Risk-free interest rate 0.67 % Expected term (in years) 8 Expected dividend -
Schedule of restricted stock activity under the plan	Employee Director Awards Non-Employee Director Awards Number of Shares Weighted- Number of Shares Weighted- Balance at December 31, 2020 — $ — — $ — Granted - - 15,216 18.93 Vested - - (15,216 ) 18.93 Forfeited - - - - Non-vested restricted stock at March 31, 2021 - $ - - $ - Employee Awards Consultant (Non-Employee) Awards Number of Shares Weighted- Number of Shares Weighted- Balance at December 31, 2020 400,000 $ 24.28 100,000 $ 24.69 Granted 30,416 23.65 100,000 18.96 Vested (4,916 ) 24.28 (100,000 ) 18.96 Forfeited (100,000 ) 24.69 (100,000 ) 24.69 Non-vested restricted stock at March 31, 2021 325,500 $ 24.10 $ -

Earnings Per Share (Tables)

Earnings Per Share (Tables)	3 Months Ended
	Mar. 31, 2021
Earnings Per Share [Abstract]
Schedule of basic and diluted EPS	2021 2020 Numerator Net Income (Loss) attributable to Tattooed Chef, Inc. $ (8,152 ) $ 4,877 Dilutive Net Income (Loss) attributable to Tattooed Chef, Inc. (8,624 ) 4,877 Denominator Weighted average common shares outstanding 79,415 28,324 Effect of potentially dilutive securities related to Warrants 304 - Weighted average diluted shares outstanding 79,719 28,324 Earnings per share Basic $ (0.10 ) $ 0.17 Diluted $ (0.11 ) $ 0.17
Schedule of anti-dilutive securities excluded from calculation of diluted earnings per share	2021 2020 Stock options 318 - Restricted stock awards 318 - Warrants - - Total 636 -

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details) € in Thousands, $ in Thousands	1 Months Ended	3 Months Ended
	Mar. 27, 2019	Mar. 31, 2021USD ($)shares	Mar. 31, 2021EUR (€)	Mar. 31, 2020USD ($)	Mar. 31, 2020EUR (€)	Dec. 31, 2020USD ($)shares	Jul. 20, 2017
Accounting Policies [Abstract]
Ownership percentage	100.00%	12.50%					70.00%
Non controlling interest	12.50%
Number of treasury shares (in Shares) | shares		0				81,087
Foreign currency exchange (in Euro) | €			€ 22,000		€ 13,350
Notional amounts		$ 26,900		$ 14,680
Derivative instruments maturity		9 months	9 months
Property Plant Equipment, description		Depreciation and amortization of property, plant and equipment is calculated using the straight-line method over a period considered adequate to amortize the total cost over the useful lives of the assets, which range from 5 to 7 years for machinery and equipment, 5 to 7 years for furniture and fixtures, 20 to 25 years for buildings, and 3 to 5 years for computer equipment. Leasehold improvements are amortized over the shorter of the lease term or the estimated useful life of the improvements.	Depreciation and amortization of property, plant and equipment is calculated using the straight-line method over a period considered adequate to amortize the total cost over the useful lives of the assets, which range from 5 to 7 years for machinery and equipment, 5 to 7 years for furniture and fixtures, 20 to 25 years for buildings, and 3 to 5 years for computer equipment. Leasehold improvements are amortized over the shorter of the lease term or the estimated useful life of the improvements.
Deferred revenue		$ 970				$ 1,710
Sales and marketing expenses		5,100		620
Deferred financing costs net		90				$ 90
Amortization expense of deferred financing costs		$ 900		$ 20
Percentage of revenue		89.00%	89.00%	87.00%	87.00%
Percentage of accounts receivable		10.00%
Number of operating segment		1	1

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details) - Schedule of revision of previously issued financial statements for correction of immaterial errors - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Comprehensive income	$ (8,043)	$ 5,547
Less: income (loss) attributable to the noncontrolling interest		1,011
Comprehensive income attributable to Tattooed Chef, Inc. stockholders	(8,043)	4,536
Warrant liability	1,875		$ 5,184
Total Liabilities	45,548		37,523
Additional paid in capital	230,970		164,423
Retained earnings	56,269		64,729
Total stockholders’ equity	287,357		229,160
Other income			39,258
Income before provision for income taxes	(9,627)	6,629	29,638
Net Income	(8,152)	5,899	69,916
Net income attributable to Tattooed Chef, Inc.	$ (8,152)	$ 4,877	$ 68,441
Basic net income per share (in Dollars per share)	$ (0.10)	$ 0.17	$ 1.88
Diluted net income per share (in Dollars per share)	$ (0.11)	$ 0.17	$ 1.72
Additional paid in capital from exercise of warrants			$ 69,255
Additional paid in capital from reverse recapitalization			82,848
Additional paid in capital ending balance	$ 230,970		164,423
Net income in retained earnings (deficit)			68,441
Retained earnings (deficit) ending balance	56,269		64,729
Cash Flows from Operating Activities:
Net income	$ (8,152)	$ 5,899	69,916
Adjustments to reconcile net loss to net cash used in operating activities:
Revaluation of common stock warrant liability to estimated fair value			(1,192)
As Previously Reported [Member]
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Comprehensive income		5,547
Less: income (loss) attributable to the noncontrolling interest		(11)
Comprehensive income attributable to Tattooed Chef, Inc. stockholders		5,558
Warrant liability
Total Liabilities			32,339
Additional paid in capital			170,799
Retained earnings			63,537
Total stockholders’ equity			234,344
Other income			38,066
Income before provision for income taxes			28,446
Net Income			68,724
Net income attributable to Tattooed Chef, Inc.			$ 67,249
Basic net income per share (in Dollars per share)			$ 1.85
Diluted net income per share (in Dollars per share)			$ 1.69
Additional paid in capital from exercise of warrants			$ 66,559
Additional paid in capital from reverse recapitalization			91,920
Additional paid in capital ending balance			170,799
Net income in retained earnings (deficit)			67,249
Retained earnings (deficit) ending balance			63,537
Cash Flows from Operating Activities:
Net income			68,724
Adjustments to reconcile net loss to net cash used in operating activities:
Revaluation of common stock warrant liability to estimated fair value
Adjustment [Member]
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Comprehensive income
Less: income (loss) attributable to the noncontrolling interest		1,022
Comprehensive income attributable to Tattooed Chef, Inc. stockholders		$ (1,022)
Warrant liability			5,184
Total Liabilities			5,184
Additional paid in capital			(6,376)
Retained earnings			1,192
Total stockholders’ equity			(5,184)
Other income			1,192
Income before provision for income taxes			1,192
Net Income			1,192
Net income attributable to Tattooed Chef, Inc.			$ 1,192
Basic net income per share (in Dollars per share)			$ 0.03
Diluted net income per share (in Dollars per share)			$ 0.03
Additional paid in capital from exercise of warrants			$ 2,696
Additional paid in capital from reverse recapitalization			(9,072)
Additional paid in capital ending balance			(6,376)
Net income in retained earnings (deficit)			1,192
Retained earnings (deficit) ending balance			1,192
Cash Flows from Operating Activities:
Net income			1,192
Adjustments to reconcile net loss to net cash used in operating activities:
Revaluation of common stock warrant liability to estimated fair value			$ (1,192)

Summary of Significant Accoun_5

Summary of Significant Accounting Policies (Details) - Schedule of accounts receivables	3 Months Ended		12 Months Ended
	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020
Customer C [Member] | Revenue [Member]
Segment Reporting Information [Line Items]
Concentration risk, percentage	41.00%	41.00%
Customer C [Member] | Accounts Receivable [Member]
Segment Reporting Information [Line Items]
Concentration risk, percentage	38.00%		53.00%
Customer A [Member] | Revenue [Member]
Segment Reporting Information [Line Items]
Concentration risk, percentage	38.00%	29.00%
Customer A [Member] | Accounts Receivable [Member]
Segment Reporting Information [Line Items]
Concentration risk, percentage	45.00%		24.00%
Customer B [Member] | Revenue [Member]
Segment Reporting Information [Line Items]
Concentration risk, percentage	10.00%	17.00%
Customer B [Member] | Accounts Receivable [Member]
Segment Reporting Information [Line Items]
Concentration risk, percentage			10.00%

Summary of Significant Accoun_6

Summary of Significant Accounting Policies (Details) - Schedule of geographic location of long lived assets - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Summary of Significant Accounting Policies (Details) - Schedule of geographic location of long lived assets [Line Items]
Total	$ 19,312	$ 16,083
Italy
Summary of Significant Accounting Policies (Details) - Schedule of geographic location of long lived assets [Line Items]
Total	10,733	9,113
United States
Summary of Significant Accounting Policies (Details) - Schedule of geographic location of long lived assets [Line Items]
Total	$ 8,579	$ 6,970

Redeemable noncontrolling int_3

Redeemable noncontrolling interest (Details)	Apr. 15, 2019	Mar. 31, 2021	Oct. 15, 2020	Mar. 27, 2019	Jul. 20, 2017
Redeemable Noncontrolling Interest [Abstract]
Description of redeemable noncontrolling interest	On April 15, 2019, UMB contributed $6.00 million to acquire 6,000 units for a 12.5% ownership interest in Ittella International. The Company incurred issuance costs of $0.13 million resulting in net consideration received of $5.87 million.
Percentage of fair value	85.00%		100.00%
Percentage of equity interests		12.50%		100.00%	70.00%

Redeemable noncontrolling int_4

Redeemable noncontrolling interest (Details) - Schedule of redeemable noncontrolling interest $ in Thousands	3 Months Ended
	Mar. 31, 2020USD ($)
Schedule of redeemable noncontrolling interest [Abstract]
Redeemable Noncontrolling Interest as of beginning	$ 6,930
Net income attributable to redeemable noncontrolling interest	424
Accretion to redeemable noncontrolling interest	4,431
Redeemable Noncontrolling Interest as of ending	$ 11,785

Revenue Recognition (Details) -

Revenue Recognition (Details) - Schedule of revenue streams - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Revenue Recognition (Details) - Schedule of revenue streams [Line Items]
Total revenues	$ 52,682	$ 33,170
Tattooed Chef [Member]
Revenue Recognition (Details) - Schedule of revenue streams [Line Items]
Total revenues	$ 35,993	$ 17,649
Total revenues percentage	68.00%	53.00%
Private Label [Member]
Revenue Recognition (Details) - Schedule of revenue streams [Line Items]
Total revenues	$ 16,371	$ 15,102
Total revenues percentage	31.00%	46.00%
Other revenues [Member]
Revenue Recognition (Details) - Schedule of revenue streams [Line Items]
Total revenues	$ 318	$ 419
Total revenues percentage	1.00%	1.00%

Inventory (Details) - Schedule

Inventory (Details) - Schedule of inventory - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Schedule of inventory [Abstract]
Raw materials	$ 14,845	$ 16,534
Work-in-process	5,134	5,220
Finished goods	15,914	13,902
Packaging	2,808	3,004
Total	$ 38,701	$ 38,660

Prepaid Expenses and Other Cu_3

Prepaid Expenses and Other Current Assets (Details) - Schedule of prepaid expenses and other current assets - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Schedule of prepaid expenses and other current assets [Abstract]
Prepaid expenses	$ 9,785	$ 1,897
Tax credits	1,903	1,884
Warrants receivable (see Note 15)		13,542
Other current assets	51	917
Total	$ 11,739	$ 18,240

Property, Plant, and Equipmen_3

Property, Plant, and Equipment - Net (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 550	$ 190

Property, Plant, and Equipmen_4

Property, Plant, and Equipment - Net (Details) - Schedule of property, plant, and equipment - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 22,658	$ 19,035
Less: accumulated depreciation	(3,346)	(2,952)
Net	19,312	16,083
Buildings [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	2,827	2,574
Leasehold improvements [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	2,114	2,106
Machinery and equipment [member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	14,387	12,526
Computer equipment [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	187	187
Furniture and fixtures [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	111	109
Construction in progress [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 3,032	$ 1,533

Derivative Instruments (Details

Derivative Instruments (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2021	Dec. 31, 2020	Mar. 31, 2020
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Unrealized and realized gains on forward currency derivatives	$ 2,180	$ 730
Outstanding derivatives		$ 45,600	$ 55,000

Derivative Instruments (Detai_2

Derivative Instruments (Details) - Schedule of derivative instruments - Derivatives not designated as hedging instruments [Member] $ in Thousands	Mar. 31, 2021USD ($)
Derivatives, Fair Value [Line Items]
Total	$ 2,042
Forward contract derivative liability [Member]
Derivatives, Fair Value [Line Items]
Foreign currency derivatives	$ 2,042

Derivative Instruments (Detai_3

Derivative Instruments (Details) - Schedule of condensed consolidated statements of operations and comprehensive income (loss) of derivative instruments not designated as hedges - Derivatives not designated as hedging instruments [Member] $ in Thousands	Mar. 31, 2021USD ($)
Derivative Instruments (Details) - Schedule of condensed consolidated statements of operations and comprehensive income (loss) of derivative instruments not designated as hedges [Line Items]
Total	$ (2,909)
Other income (expense) [Member]
Derivative Instruments (Details) - Schedule of condensed consolidated statements of operations and comprehensive income (loss) of derivative instruments not designated as hedges [Line Items]
Foreign currency derivatives	$ (2,909)

Fair Value Measurements (Detail

Fair Value Measurements (Details) - USD ($) $ / shares in Units, $ in Thousands		1 Months Ended	3 Months Ended
		Nov. 16, 2020	Mar. 31, 2021	Dec. 31, 2020	Oct. 15, 2020
Fair Value Measurements (Details) [Line Items]
Remeasured fair value of the liability		$ 83,150
Contingent consideration derivative			$ 1,874,886	$ 5,184,379	$ 9,071,750
Private placement warrants settled (in Shares)			223,041
Loss on settlement private placement warrants			$ 150
Change in the fair value of the warrant liabilities	[1]		$ 319,854	1,191,565
Dividend rate			0.00%
Holdback Shares [Member]
Fair Value Measurements (Details) [Line Items]
Contingent consideration liability			$ 120,350
Sponsor [Member]
Fair Value Measurements (Details) [Line Items]
Fair value of Earnout		$ 0	0
Warrant [Member]
Fair Value Measurements (Details) [Line Items]
Contingent consideration derivative				$ 37,200
Change in the fair value of the warrant liabilities			$ 470
Fair value of private placement warrants, per warrant (in Dollars per share)			$ 10.16	$ 12.72	$ 13.85
Aggregate value of warrants			$ 1,870	$ 5,180	$ 9,070
Outstanding warrants (in Shares)			184,536	407,577	655,000
[1]	Changes in fair value are recognized in change in fair value of warrant liabilities in the consolidated statements of operations and comprehensive income (loss).

Fair Value Measurements (Deta_2

Fair Value Measurements (Details) - Schedule of fair value measurement of the private placement warrants as of each measurement - Warrant [Member] - $ / shares	Oct. 15, 2020	Mar. 31, 2021	Dec. 31, 2020
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Risk-free interest rate	0.32%	0.79%	0.34%
Expected term (years)	5 years	4 years 6 months 18 days	4 years 9 months 14 days
Expected volatility	35.00%	40.00%	35.00%
Exercise price	$ 11.50	$ 11.50	$ 11.50
Fair value of Units	$ 13.85	$ 10.16	$ 12.72

Fair Value Measurements (Deta_3

Fair Value Measurements (Details) - Schedule of changes in fair value of warrant liabilities - USD ($) $ in Thousands		3 Months Ended
		Mar. 31, 2021	Dec. 31, 2020
Schedule of changes in fair value of warrant liabilities [Abstract]
Fair value at initial measurement on October 15, 2020		$ 5,184,379	$ 9,071,750
Exercise of Private Placement Warrants		(2,989,639)	(2,695,806)
Change in fair value	[1]	(319,854)	(1,191,565)
Fair value		$ 1,874,886	$ 5,184,379
[1]	Changes in fair value are recognized in change in fair value of warrant liabilities in the consolidated statements of operations and comprehensive income (loss).

Leases (Details)

Leases (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
ASU 2016-02 Transition [Abstract]
Term of lease	1 year
Rent expense	$ 650	$ 500

Leases (Details) - Schedule of

Leases (Details) - Schedule of future minimum lease commitments $ in Thousands	Mar. 31, 2021USD ($)
Schedule of future minimum lease commitments [Abstract]
Nine months ended December 31, 2021	$ 612
2022	762
2023	631
2024	353
2025	300
Thereafter	2,224
Total	$ 4,882

Accrued Expenses (Details) - Sc

Accrued Expenses (Details) - Schedule of accrued expenses - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Schedule of accrued expenses [Abstract]
Accrued customer incentives	$ 4,170	$ 1,524
Accrued payroll	1,334	1,245
Accrued commission	631	108
Other accrued expenses		84
Total	$ 6,135	$ 2,961

Income Taxes (Details) - Schedu

Income Taxes (Details) - Schedule of (benefit) provision for income taxes - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Schedule of (benefit) provision for income taxes [Abstract]
Income tax (benefit) expense	$ (1,475)	$ 730
Effective tax rate	15.00%	11.00%

Indebtedness (Details)

Indebtedness (Details) € in Thousands

Jan. 06, 2020USD ($)

Jun. 19, 2019USD ($)

Jun. 19, 2015

Mar. 31, 2021USD ($)

Dec. 31, 2020USD ($)

Dec. 31, 2019USD ($)

Mar. 31, 2021EUR (€)

Dec. 31, 2020EUR (€)

Apr. 30, 2019EUR (€)

Sep. 30, 2018USD ($)

Aug. 12, 2015USD ($)

Jun. 30, 2010USD ($)

Indebtedness (Details) [Line Items]

Loan amount

$ 25,000,000

$ 150,000

Revolving credit facility, description

(a) 90% of the net amount of eligible accounts receivable; plus, (b) the lower of: (i) sum of: (1) 50% of the net amount of eligible inventory; plus (2) 45% of the net amount of eligible in-transit inventory; (ii) $10.00 million; or (iii) 50% of the aggregate amount of revolving loans outstanding, minus (c) the sum of all reserves. Under the Credit Facility: (i) the Company’s fixed charge coverage ratio may not be less than 1.10:1.00, and (ii) the Company may make dividends or distributions in shares of stock of the same class and also distributions for the payment of taxes. As of March 31, 2021 and December 31, 2020, the Company was in compliance with all terms and conditions of its Credit Facility.

Balance amount

$ 150,000

Line of credit

$ 26,000

$ 22,000

Variable interest, description

The CB Loan accrues interest at an initial rate of 4.99% and is variable on an annual basis in accordance with the United States Treasury Note Index Rate plus 2.66% and subject to a minimum rate of 4.65%.

Capex Loan [Member]

Indebtedness (Details) [Line Items]

Loan amount

$ 500,000

Revolving credit facility, description

All borrowings against this loan are payable on a straight-line basis over 5 years and accrue interest at the greater of (a) the daily Prime Rate or (b) the daily LIBOR Rate plus 4%.

Term of credit facility

5 years

Balance amount

$ 0

0

Line of credit

0

0

CDC Loan [Member]

Indebtedness (Details) [Line Items]

Loan amount

$ 1,000,000

$ 1,060,000

Balance amount

0

0

Accrued interest, percentage

2.50%

2.88%

Term Loan [Member]

Indebtedness (Details) [Line Items]

Balance amount

0

0

Note [Member]

Indebtedness (Details) [Line Items]

Loan amount

$ 2,100,000

€ 400

Balance amount

1,990,000

$ 2,020,000

Accrued interest, percentage

3.60%

Maturity date

Jan. 31, 2035

Ittella Italy [Member]

Indebtedness (Details) [Line Items]

Balance on promissory note | €

€ 80

CB Loan [Member]

Indebtedness (Details) [Line Items]

Promissory note payable

$ 1,300,000

Debt instrument maturity date, description

The CB Loan had a maturity date of July 1, 2040 and was collateralized by the Alondra Building (Note 19) and was guaranteed by Ittella International.

Ittella Italy [Member]

Indebtedness (Details) [Line Items]

Balance on promissory note

$ 0

€ 20

Loan amount

$ 0

Indebtedness (Details) - Schedu

Indebtedness (Details) - Schedule of debt - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Debt Instrument [Line Items]
Total debt	$ 2,082	$ 2,189
Less current debt	(179)	(199)
Total	1,903	1,990
Notes payable [Member]
Debt Instrument [Line Items]
Total debt	2,014	2,101
Notes payable to related parties [Member]
Debt Instrument [Line Items]
Total debt	42	66
Revolving credit facility [Member]
Debt Instrument [Line Items]
Total debt	$ 26	$ 22

Indebtedness (Details) - Sche_2

Indebtedness (Details) - Schedule of future minimum principal payments due on the notes payable $ in Thousands	Mar. 31, 2021USD ($)
Schedule of future minimum principal payments due on the notes payable [Abstract]
Nine months ended December 31, 2021	$ 151
2022	134
2023	119
2024	123
2025	128
Thereafter	1,427
Total	$ 2,082

Stockholders' Equity (Details)

Stockholders' Equity (Details) - USD ($) $ / shares in Units, $ in Thousands	Jan. 14, 2021	Dec. 17, 2020	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020	Oct. 15, 2020
Stockholders' Equity (Details) [Line Items]
Voting rights, percentage		39.40%
Preferred stock, shares authorized			10,000,000		10,000,000
Preferred stock, par value (in Dollars per share)			$ 0.0001		$ 0.0001
Common stock, shares authorized			1,000,000,000		1,000,000,000
Common stock, par value (in Dollars per share)			$ 0.0001		$ 0.0001
Voting rights			Holders of common stock are entitled to one vote for each share.
Common stock, shares issued			81,400,199		71,551,067
Common stock, shares outstanding			81,400,199		71,551,067
Redemption of warrants, description			Once the Public Warrants become exercisable, the Company may redeem the Public Warrants in whole, at a price of $0.01 per warrant within 30 days after a written notice of redemption, and if, and only if, the reported last sale price of the Company’s common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the holder.
Transfer of warrants				1,177,602
Warrants exercised shares				5,793,611
Warrants receivable (in Dollars)			$ 13,540
Redeem public warrants shares	132,580
Public warrants redeemed for per public warrant (in Dollars per share)	$ 0.01
Retained earnings, percentage			5.00%
Share capital, percentage			20.00%
Retained earnings appropriated (in Dollars)			$ 70		$ 70
Public Warrants [Member]
Stockholders' Equity (Details) [Line Items]
Warrants issued			20,000,000
Share issued price per share (in Dollars per share)			$ 10
Cash and cashless exercises			5,234,017	9,368,925
Transfers of warrants			143,258
Private Placement Warrants [Member]
Stockholders' Equity (Details) [Line Items]
Warrants issued			655,000
Private placement warrants, description			Private Placement Warrants – Forum issued 655,000 Private Placement Units, each consisting of one share of Common Stock and one warrant to the Sponsor, Jefferies LLC and EarlyBirdCapital, Inc.
Warrants price per share (in Dollars per share)			$ 11.50
Warrants exercised shares			223,041
Warrant [Member]
Stockholders' Equity (Details) [Line Items]
Warrants issued			184,536		407,577	655,000
Warrants price per share (in Dollars per share)			$ 10.16		$ 12.72	$ 13.85
Description of warrants exercised period			(i) the date that is 30 days after the first date on which Forum completes its initial business combination; or (ii) 12 months from the date of the closing of the IPO, and terminating on the earlier to occur (x) five years after Forum completes its initial business combination; (y) the liquidation of the Company or, the Redemption Date (as that term is defined in the Warrant Agreement), subject to any applicable conditions as set forth in the Warrant Agreement. The Company in its sole discretion may extend the duration of the Warrants by delaying the expiration date, provided it give at least 20 days prior written notice of any such extension to the registered holders of the Warrants.
Common Stock [Member]
Stockholders' Equity (Details) [Line Items]
Common stock shares in connection with all exercises			10,025,303	10,025,303
2020 Incentive Award Plan [Member]
Stockholders' Equity (Details) [Line Items]
Shares of common stock		4,935

Stockholders' Equity (Details)

Stockholders' Equity (Details) - Schedule of changes in other comprehensive income attributable to noncontrolling interest $ in Thousands	3 Months Ended
	Mar. 31, 2020USD ($)
Schedule of changes in other comprehensive income attributable to noncontrolling interest [Abstract]
Net income attributable to noncontrolling interest in Ittella Italy	$ 598
Net income attributable to noncontrolling interest in Ittella International	424
Increase in noncontrolling interest due to foreign currency translation	(11)
Change in net comprehensive income attributable to noncontrolling interest for the three months ended March 31, 2020	$ 1,011

Stockholders' Equity (Details_2

Stockholders' Equity (Details) - Schedule of warrant activity - shares	3 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Schedule of warrant activity [Abstract]
Public Warrants, Issued and outstanding, Beginning	14,459,684	20,000,000
Private Placement Warrants, Issued and outstanding, Beginning	407,577	655,000
Public Warrants, Exercised	(14,602,942)	(5,540,316)
Private Placement Warrants, Exercised	(223,041)	(247,423)
Public Warrants, Redeemed	(143,258)
Private Placement Warrants, Redeemed
Public Warrants, Issued and outstanding, Beginning		14,459,684
Private Placement Warrants, Issued and outstanding, Beginning	184,536	407,577

Equity Incentive Plan (Details)

Equity Incentive Plan (Details) - USD ($) $ / shares in Thousands	Oct. 15, 2020	Mar. 31, 2021	Apr. 15, 2019
Equity Incentive Plan (Details) [Line Items]
Fair market value	100.00%		85.00%
Options granted generally vest over period		10 years
Grand restricted share of common stock, description		Plan, an executive of the Company was granted restricted stock of 300,000 shares of the Company’s common stock (included within the restricted stock grants described above), to be vested 60,000 shares on each anniversary of the closing of the Transaction, provided certain target share prices are met, and conditioned on his continued employment with the Company. If the applicable target share price is not met, the 60,000 shares eligible for vesting will carry over and will be eligible for vesting in the full amount in the following vesting period.
Minimum [Member]
Equity Incentive Plan (Details) [Line Items]
Options granted generally vest over period		3 years
Maximum [Member]
Equity Incentive Plan (Details) [Line Items]
Options granted generally vest over period		5 years
Executive [Member]
Equity Incentive Plan (Details) [Line Items]
Granting of equity awards (in Shares)	5,200,000
Stock Options [Member]
Equity Incentive Plan (Details) [Line Items]
Fair market value		100.00%
Options granted generally vest over period		9 years 9 months 25 days
Compensation costs (in Dollars)		$ 5,170,000
Grant life term		3 years
Weighted average period term
Stock Options [Member] | Minimum [Member]
Equity Incentive Plan (Details) [Line Items]
Grant life term		3 years
Stock Options [Member] | Maximum [Member]
Equity Incentive Plan (Details) [Line Items]
Options granted generally vest over period		10 years
Grant life term		5 years
Restricted Stock [Member]
Equity Incentive Plan (Details) [Line Items]
Compensation costs (in Dollars)		$ 7,400,000
Restricted Stock Units (RSUs) [Member]
Equity Incentive Plan (Details) [Line Items]
Weighted average period term		4 years
Nonemployee Director [Member]
Equity Incentive Plan (Details) [Line Items]
Exceeding total value (in Dollars)	$ 100,000
Consultant [Member]
Equity Incentive Plan (Details) [Line Items]
Fair value of restricted shares vested (in Dollars per share)		$ 1,900
Employee [Member]
Equity Incentive Plan (Details) [Line Items]
Fair value of restricted shares vested (in Dollars per share)		$ 120
Nonemployee [Member]
Equity Incentive Plan (Details) [Line Items]
Compensation costs (in Dollars)		$ 1,900,000
Fair value of restricted shares vested (in Dollars per share)		$ 290

Equity Incentive Plan (Detail_2

Equity Incentive Plan (Details) - Schedule of share-based activity - Stock Options [Member]	3 Months Ended
	Mar. 31, 2021USD ($)$ / sharesshares
Equity Incentive Plan (Details) - Schedule of share-based activity [Line Items]
Number of Awards Outstanding, Beginning Balance (in Shares) | shares	756,300
Weighted Average Exercise Price, Beginning Balance	$ 24,690
Weighted Average Remaining Contractual Terms (Years), Beginning Balance	9 years 11 months 23 days
Intrinsic Value, Beginning Balance (in Dollars) | $
Number of Awards Outstanding, Granted (in Shares) | shares
Weighted Average Exercise Price, Granted
Weighted Average Remaining Contractual Terms (Years) Granted
Intrinsic Value, Granted
Number of Awards Outstanding, Cancelled and forfeited (in Shares) | shares	(1,500)
Weighted Average Exercise Price, Cancelled and forfeited	$ 24.69
Weighted Average Remaining Contractual Terms (Years), Cancelled and forfeited	9 years 9 months 25 days
Intrinsic Value, Cancelled and forfeited
Number of Awards Outstanding, Exercised (in Shares) | shares
Weighted Average Exercise Price, Exercised
Weighted Average Remaining Contractual Terms (Years), Exercised
Intrinsic Value, Exercised (in Dollars) | $
Number of Awards Outstanding, Ending Balance (in Shares) | shares	754,800
Weighted Average Exercise Price, Ending Balance	$ 24.69
Weighted Average Remaining Contractual Terms (Years), Ending Balance	9 years 8 months 23 days
Intrinsic Value, Ending Balance (in Dollars) | $
Number of Awards Outstanding, Exercisable (in Shares) | shares
Weighted Average Exercise Price, Exercisable
Weighted Average Remaining Contractual Terms (Years), Exercisable
Exercisable, Intrinsic Value (in Dollars) | $

Equity Incentive Plan (Detail_3

Equity Incentive Plan (Details) - Schedule of fair value of each option grant was estimated on the grant date using the Black-Scholes option pricing model	3 Months Ended
	Mar. 31, 2021
Schedule of fair value of each option grant was estimated on the grant date using the Black-Scholes option pricing model [Abstract]
Equity volatility	25.89%
Risk-free interest rate	0.67%
Expected term (in years)	8 years
Expected dividend

Equity Incentive Plan (Detail_4

Equity Incentive Plan (Details) - Schedule of restricted stock activity under the plan	3 Months Ended
	Mar. 31, 2021$ / sharesshares
Employee Director Awards Number of Shares [Member]
Equity Incentive Plan (Details) - Schedule of restricted stock activity under the plan [Line Items]
Number of Shares, Balance (in Shares) | shares
Granted, Number of Shares (in Shares) | shares
Vested, Number of Shares (in Shares) | shares
Forfeited, Number of Shares (in Shares) | shares
Non-vested restricted stock, Number of Shares (in Shares) | shares
Employee Director Awards Weighted- Average Fair Value [Member]
Equity Incentive Plan (Details) - Schedule of restricted stock activity under the plan [Line Items]
Weighted- Average Fair Value, Balance
Granted, Weighted- Average Fair Value
Vested, Weighted- Average Fair Value
Forfeited, Weighted- Average Fair Value
Non-vested restricted, Weighted- Average Fair Value
Non-Employee Director Awards Number of Shares [Member]
Equity Incentive Plan (Details) - Schedule of restricted stock activity under the plan [Line Items]
Number of Shares, Balance (in Shares) | shares
Granted, Number of Shares (in Shares) | shares	15,216
Vested, Number of Shares (in Shares) | shares	(15,216)
Forfeited, Number of Shares (in Shares) | shares
Non-vested restricted stock, Number of Shares (in Shares) | shares
Non-Employee Director Awards Weighted- Average Fair Value [Member]
Equity Incentive Plan (Details) - Schedule of restricted stock activity under the plan [Line Items]
Weighted- Average Fair Value, Balance
Granted, Weighted- Average Fair Value	18.93
Vested, Weighted- Average Fair Value	18.93
Forfeited, Weighted- Average Fair Value
Non-vested restricted, Weighted- Average Fair Value
Employee Awards Number of Shares [Member]
Equity Incentive Plan (Details) - Schedule of restricted stock activity under the plan [Line Items]
Number of Shares, Balance (in Shares) | shares	400,000
Granted, Number of Shares (in Shares) | shares	30,416
Vested, Number of Shares (in Shares) | shares	(4,916)
Forfeited, Number of Shares (in Shares) | shares	(100,000)
Non-vested restricted stock, Number of Shares (in Shares) | shares	325,500
Employee Awards Weighted-Average Fair Value [Member]
Equity Incentive Plan (Details) - Schedule of restricted stock activity under the plan [Line Items]
Weighted- Average Fair Value, Balance	$ 24.28
Granted, Weighted- Average Fair Value	23.65
Vested, Weighted- Average Fair Value	24.28
Forfeited, Weighted- Average Fair Value	24.69
Non-vested restricted, Weighted- Average Fair Value	$ 24.10
Consultant (Non-Employee) Awards, Number of Shares [Member]
Equity Incentive Plan (Details) - Schedule of restricted stock activity under the plan [Line Items]
Number of Shares, Balance (in Shares) | shares	100,000
Granted, Number of Shares (in Shares) | shares	100,000
Vested, Number of Shares (in Shares) | shares	(100,000)
Forfeited, Number of Shares (in Shares) | shares	(100,000)
Consultant (Non-Employee) Awards Weighted-Average Fair Value [Member]
Equity Incentive Plan (Details) - Schedule of restricted stock activity under the plan [Line Items]
Weighted- Average Fair Value, Balance	$ 24.69
Granted, Weighted- Average Fair Value	18.96
Vested, Weighted- Average Fair Value	18.96
Forfeited, Weighted- Average Fair Value	24.69
Non-vested restricted, Weighted- Average Fair Value

Related Party Transactions (Det

Related Party Transactions (Details) € in Thousands, $ in Thousands	1 Months Ended			3 Months Ended			12 Months Ended
	Jun. 30, 2010USD ($)	Jan. 31, 2009USD ($)	Jan. 31, 2007USD ($)	Mar. 31, 2021USD ($)	Mar. 31, 2021EUR (€)	Mar. 31, 2020USD ($)	Dec. 31, 2020USD ($)	Dec. 31, 2020EUR (€)	Dec. 31, 2019USD ($)	Sep. 30, 2018USD ($)	May 31, 2018EUR (€)
Related Party Transactions (Details) [Line Items]
Rent expense				$ 650		$ 500
Promissory note lender amount	$ 150									$ 25,000
Balance of line of credit									$ 150
Salvatore Galletti [Member]
Related Party Transactions (Details) [Line Items]
Promissory note lender amount		$ 50
Note bore interest percentage	8.00%	4.75%
Balance of line of credit			$ 1,200	30			$ 20
Monthly interest payments, description	The promissory note was paid off in full on June 2, 2020		Monthly interest payments are accrued at 4.75% above the Prime Rate on any outstanding balance. In addition, the Company agreed to pay Salvatore Galletti 0.67% per month of the full amount of the revolving credit line, regardless of whether the Company has borrowed against the line of credit. This agreement originally expired on December 31, 2011 but was extended to December 31, 2024.
Salvatore Galletti [Member]
Related Party Transactions (Details) [Line Items]
Promissory maturity date		Dec. 31, 2020
Deluna Properties Inc [Member]
Related Party Transactions (Details) [Line Items]
Rent expense				40		$ 20
Pizzo Food Srls [Member]
Related Party Transactions (Details) [Line Items]
Promissory note lender amount | €											€ 480
Note bore interest percentage											8.00%
Balance of line of credit | €					€ 40			€ 70
Marquette Business Credit [Member]
Related Party Transactions (Details) [Line Items]
Borrowing capacity				$ 25,000			$ 25,000

Commitments and Contingencies (

Commitments and Contingencies (Details) € in Thousands	3 Months Ended
	Mar. 31, 2021EUR (€)
Commitments and Contingencies Disclosure [Abstract]
Purchase of materials	€ 1,870

Consolidated Variable Interes_2

Consolidated Variable Interest Entity (Details) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended
	Dec. 17, 2020	Mar. 31, 2021	Mar. 31, 2020
Consolidated Variable Interest Entity (Details) [Line Items]
Lease term description		Ittella Properties LLC (“Properties”), the Company’s consolidated VIE, owns the Alondra Building, which is leased by Ittella International for 10 years from August 1, 2015 through August 1, 2025.
Loan agreement, percentage	39.40%
Percentage of revenue		100.00%	100.00%
Properties contributed expenses (in Dollars)		$ 50	$ 100
Alondra Building [Member]
Consolidated Variable Interest Entity (Details) [Line Items]
Loan agreement, percentage		100.00%

Earnings Per Share (Details) -

Earnings Per Share (Details) - Schedule of basic and diluted EPS - USD ($)	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Numerator
Net Income (Loss) attributable to Tattooed Chef, Inc. (in Dollars)	$ (8,152)	$ 4,877
Dilutive Net Income (Loss) attributable to Tattooed Chef, Inc. (in Dollars)	$ (8,624)	$ 4,877
Denominator
Weighted average common shares outstanding	79,415	28,324
Effect of potentially dilutive securities related to Warrants	304
Weighted average diluted shares outstanding	79,719	28,324
Earnings per share
Basic (in Dollars per share)	$ (0.10)	$ 0.17
Diluted (in Dollars per share)	$ (0.11)	$ 0.17

Earnings Per Share (Details) _2

Earnings Per Share (Details) - Schedule of anti-dilutive securities excluded from calculation of diluted earnings per share - shares	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	636
Stock options [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	318
Restricted stock awards [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	318
Warrants [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total

Subsequent Events (Details)

Subsequent Events (Details) - Subsequent Event [Member] € in Thousands, $ in Thousands	May 02, 2021USD ($)	Apr. 13, 2021USD ($)	Apr. 13, 2021EUR (€)
Subsequent Events (Details) [Line Items]
Purchased manufacturing facility amount		$ 4,690	€ 4,000
New Mexico Distributors, Inc. (“NMFD”) and Karsten Tortilla Factory, LLC (“Karsten”) [Member]
Subsequent Events (Details) [Line Items]
Acquisition of cash transaction value	$ 35,000