Tattooed Chef (TTCFQ) 10-Q 9 Aug 22 2022 Q2 Quarterly report Financial data

Document And Entity Information

Document And Entity Information - shares	6 Months Ended
	Jun. 30, 2022	Aug. 03, 2022
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		82,459,803
Amendment Flag	false
Entity Central Index Key	0001741231
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Document Period End Date	Jun. 30, 2022
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q2
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	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	Jun. 30, 2022	Dec. 31, 2021
CURRENT ASSETS
Cash	$ 27,729	$ 92,351
Accounts receivable, net	32,316	25,117
Inventory	62,622	54,562
Prepaid expenses and other current assets	10,824	7,027
TOTAL CURRENT ASSETS	133,491	179,057
Property, plant and equipment, net	57,687	46,476
Operating lease right-of-use asset, net	16,883	8,039
Finance lease right-of-use asset, net	5,554	5,639
Intangible assets, net	96	151
Deferred income taxes, net	259	266
Goodwill	26,705	26,924
Other assets	175	649
TOTAL ASSETS	240,850	267,201
CURRENT LIABILITIES
Accounts payable	30,579	28,334
Accrued expenses	6,525	3,767
Line of credit	1,510	1,200
Notes payable, current portion	5,028	5,019
Forward contract derivative liability	2,988	1,804
Operating lease liabilities, current portion	2,190	1,523
Other current liabilities	386	122
TOTAL CURRENT LIABILITIES	49,206	41,769
Warrant liability	146	814
Operating lease liabilities, net of current portion	14,910	6,599
Notes payable, net of current portion	1,432	716
TOTAL LIABILITIES	65,694	49,898
COMMITMENTS AND CONTINGENCIES (See Note 18)
STOCKHOLDERS’ EQUITY
Preferred stock - $0.0001 par value; 10,000,000 shares authorized, none issued and outstanding at June 30, 2022 and December 31, 2021
Common stock- $0.0001 par value; 1,000,000,000 shares authorized; 82,459,803 shares and 82,237,813 shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively	8	8
Additional paid in capital	245,064	242,362
Accumulated other comprehensive loss	(1,814)	(953)
Accumulated deficit	(68,102)	(24,114)
TOTAL STOCKHOLDERS’ EQUITY	175,156	217,303
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$ 240,850	$ 267,201

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Unaudited) (Parentheticals) - $ / shares	Jun. 30, 2022	Dec. 31, 2021
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	82,459,803	82,237,813
Common stock, shares outstanding	82,459,803	82,237,813

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Income Statement [Abstract]
NET REVENUE	$ 58,110	$ 50,270	$ 130,174	$ 102,739
COST OF GOODS SOLD	57,370	41,953	121,284	87,242
GROSS PROFIT	740	8,317	8,890	15,497
OPERATING EXPENSES	24,346	16,419	49,139	30,615
LOSS FROM OPERATIONS	(23,606)	(8,102)	(40,249)	(15,118)
Interest expense	(42)	(94)	(83)	(114)
Other (expense) income	(2,334)	733	(2,945)	(1,948)
LOSS BEFORE INCOME TAX EXPENSE	(25,982)	(7,463)	(43,277)	(17,180)
INCOME TAX EXPENSE	(455)	(50,009)	(711)	(48,534)
NET LOSS	$ (26,437)	$ (57,472)	$ (43,988)	$ (65,714)
NET LOSS PER SHARE
Basic (in Dollars per share)	$ (0.32)	$ (0.7)	$ (0.53)	$ (0.81)
Diluted (in Dollars per share)	$ (0.32)	$ (0.7)	$ (0.53)	$ (0.81)
WEIGHTED AVERAGE COMMON SHARES
Basic (in Shares)	82,284,005	81,981,428	82,261,079	81,121,795
Diluted (in Shares)	82,284,005	81,981,428	82,261,079	81,258,427
OTHER COMPREHENSIVE LOSS, NET OF TAX
Foreign currency translation adjustments	$ (431)	$ (210)	$ (861)	$ (101)
COMPREHENSIVE LOSS	$ (26,868)	$ (57,682)	$ (44,849)	$ (65,815)

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Changes in Stockholders’ Equity (Unaudited) - USD ($) $ in Thousands	Common Stock	Additional Paid-In Capital	Accumulated Comprehensive Income (Loss)	Retained Earnings (Deficit)	Treasury Shares	Total
Balance at Dec. 31, 2020	$ 7	$ 168,448	$ 1	$ 63,598		$ 232,054
Balance (in Shares) at Dec. 31, 2020	71,551,067				(81,087)
Foreign currency translation adjustment			109			109
Foreign currency translation adjustment (in Shares)
Distribution				(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	63,361				63,362
Exercise of warrants (in Shares)	10,025,303
Net loss				(8,242)		(8,242)
Balance at Mar. 31, 2021	$ 8	234,994	110	55,048		290,160
Balance (in Shares) at Mar. 31, 2021	81,400,199
Balance at Dec. 31, 2020	$ 7	168,448	1	63,598		$ 232,054
Balance (in Shares) at Dec. 31, 2020	71,551,067				(81,087)
Foreign currency translation adjustment (in Shares)						81,121,795
Net loss						$ (65,714)
Balance at Jun. 30, 2021	$ 8	235,383	(100)	(2,424)		232,867
Balance (in Shares) at Jun. 30, 2021	81,938,668
Balance at Mar. 31, 2021	$ 8	234,994	110	55,048		290,160
Balance (in Shares) at Mar. 31, 2021	81,400,199
Foreign currency translation adjustment			(210)			$ (210)
Foreign currency translation adjustment (in Shares)						81,981,428
Stock-based compensation		582				$ 582
Forfeiture of stock-based awards		(445)				(445)
Forfeiture of stock-based awards (in Shares)	(300,000)
Exercise of warrants		71				71
Exercise of warrants (in Shares)	3,469
Non-employee stock-based compensation		181				181
Non-employee stock-based compensation (in Shares)	835,000
Net loss				(57,472)		(57,472)
Balance at Jun. 30, 2021	$ 8	235,383	(100)	(2,424)		232,867
Balance (in Shares) at Jun. 30, 2021	81,938,668
Balance at Dec. 31, 2021	$ 8	242,362	(953)	(24,114)		217,303
Balance (in Shares) at Dec. 31, 2021	82,237,813
Foreign currency translation adjustment			(430)			(430)
Stock-based compensation		1,287				1,287
Issuance of restricted stock awards
Issuance of restricted stock awards (in Shares)	203,828
Net loss				(17,551)		(17,551)
Balance at Mar. 31, 2022	$ 8	243,649	(1,383)	(41,665)		200,609
Balance (in Shares) at Mar. 31, 2022	82,441,641
Balance at Dec. 31, 2021	$ 8	242,362	(953)	(24,114)		$ 217,303
Balance (in Shares) at Dec. 31, 2021	82,237,813
Foreign currency translation adjustment (in Shares)						82,261,079
Net loss						$ (43,988)
Balance at Jun. 30, 2022	$ 8	245,064	(1,814)	(68,102)		175,156
Balance (in Shares) at Jun. 30, 2022	82,459,803
Balance at Mar. 31, 2022	$ 8	243,649	(1,383)	(41,665)		200,609
Balance (in Shares) at Mar. 31, 2022	82,441,641
Foreign currency translation adjustment			(431)			$ (431)
Foreign currency translation adjustment (in Shares)						82,284,005
Stock-based compensation		1,415				$ 1,415
Issuance of restricted stock awards
Issuance of restricted stock awards (in Shares)	18,162
Net loss				(26,437)		(26,437)
Balance at Jun. 30, 2022	$ 8	$ 245,064	$ (1,814)	$ (68,102)		$ 175,156
Balance (in Shares) at Jun. 30, 2022	82,459,803

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (43,988)	$ (65,714)
Adjustments to reconcile net loss to net cash from operating activities:
Depreciation and amortization	3,043	1,462
Bad debt expense	117	311
Accretion of debt financing costs		3
Unrealized foreign currency losses	626
Revaluation of warrant liability	(668)	51
Unrealized forward contract loss	1,184	1,074
Non-cash lease cost	138	44
Stock compensation expense	2,702	3,502
Deferred taxes, net	(14)	47,549
Changes in operating assets and liabilities:
Accounts receivable	(7,088)	(2,320)
Inventory	(8,703)	(8,415)
Prepaid expenses and other assets	(3,471)	(3,613)
Accounts payable	2,930	(664)
Accrued expenses	2,839	1,922
Other current liabilities	289	436
Net cash used in operating activities	(50,064)	(24,372)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property, plant and equipment	(15,568)	(10,140)
Acquisition of subsidiaries, net of cash acquired	(42)	(33,918)
Net cash used in investing activities	(15,610)	(44,058)
CASH FLOWS FROM FINANCING ACTIVITIES
Net borrowings in Credit Facility	31	2,093
Borrowings on Line of Credit	702
Repayments on Line of Credit	(314)
Repayments of notes payable to related parties		(42)
Borrowings of notes payable	1,109	1,168
Repayments of notes payable	(267)	(140)
Proceeds from the exercise of warrants		73,957
Payment of distributions		(308)
Net cash provided by financing activities	1,261	76,728
NET (DECREASE) INCREASE IN CASH	(64,413)	8,298
EFFECT OF EXCHANGE RATE ON CASH	(209)	305
CASH AT BEGINNING OF PERIOD	92,351	131,579
CASH AT END OF PERIOD	27,729	140,182
Cash paid for:
Interest	88	100
Income taxes	165	249
Noncash investing and financing activities:
Capital expenditures included in accounts payable	$ 1,415	$ 776

The Company

The Company	6 Months Ended
	Jun. 30, 2022
Accounting Policies [Abstract]
THE COMPANY	1 THE COMPANY 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 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”), 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 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 (the “Merger”), with Myjojo surviving the merger in accordance with the Delaware General Corporation Law. Immediately upon the completion of the Transaction, Myjojo 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 and its subsidiaries (collectively, the “Company”) are principally engaged in the manufacturing and sale of plant-based foods including, but not limited to, ready-to-cook bowls, zucchini spirals, riced cauliflower, acai and smoothie bowls, cauliflower crust pizza, wood-fired plant based pizzas, handheld burritos, tortillas, chips, bars and quesadillas primarily in the United States and Italy. Ittella Properties LLC (“Ittella Properties”), the Company’s variable interest entity (“VIE”), owns a building located on Alondra Blvd., Paramount, California (“Alondra Building”), which is leased by Ittella International for 10 years from August 1, 2015 through August 1, 2025. Ittella Properties is wholly owned by Salvatore Galletti. The construction and acquisition of the Alondra building by Ittella 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. Accordingly, Ittella Properties is determined to be a consolidated VIE. On May 14, 2021, the Company acquired New Mexico Food Distributors, Inc. (“NMFD”) and Karsten Tortilla Factory, LLC (“Karsten”) in an all-cash transaction for approximately $34.1 million (collectively, the “NMFD Transaction”). NMFD and Karsten were privately held companies based in Albuquerque, New Mexico. NMFD produces and sells frozen and ready-to-eat Mexican food products to retail and food service customers through its network of distributors in the United States. NMFD processes its products in two leased facilities located in New Mexico. See Note 8 Business Combinations. On September 28, 2021, Tattooed Chef formed BCI Acquisition, Inc. (“BCI”). On December 21, 2021, BCI acquired substantially all of the assets, and assumed certain specified liabilities, from Belmont Confections, Inc. (“Belmont”) for an aggregate purchase price of approximately $16.7 million. Belmont was a privately held company based in Youngstown, Ohio, and specialized in the development and manufacturing of private label nutritional bars. See Note 8 Business Combinations.

Basis of Presentation and Signi

Basis of Presentation and Significant Accounting Policies	6 Months Ended
	Jun. 30, 2022
Accounting Policies [Abstract]
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES	2. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES 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, 2021 as filed with the SEC on March 16, 2022, which contains the audited financial statements and notes thereto. The financial information as of December 31, 2021 included in the accompanying unaudited condensed consolidated financial statements is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. The interim results for the three and six months ended June 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 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, 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. The shares and corresponding capital amounts and earnings per share available for common stockholders, prior to the Reverse Recapitalization, have been retroactively restated. Use of Estimates. Significant Accounting Policies. Sales and Marketing Expenses . Leases. Concentrations Ris No single external suppliers accounted for more than 10% of the Company’s cost of goods sold during the periods ended June 30, 2022 and 2021. As such, the Company is not subject to significant concentration risk on suppliers. Four customers accounted for 68% of the Company’s revenue during the three months ended June 30, 2022. Three customers accounted for more than 78% of the Company’s revenue during the three months ended June 30, 2021. Customer 2022 2021 Customer A 32 % 37 % Customer B 11 % 12 % Customer C 13 % 29 % Customer D 12 % * * Customer accounted for less than 10% of revenue in the period. Three customers accounted for 61% of the Company’s revenue during the six months ended June 30, 2022. Three customers accounted for more than 84% of the Company’s revenue during the six months ended June 30, 2021. Customer 2022 2021 Customer A 34 % 38 % Customer B * 11 % Customer C 17 % 35 % Customer D 10 % * * Customer accounted for less than 10% of revenue in the period. Three customers accounting for more than 10% of the Company’s accounts receivable as of June 30, 2022 and December 31, 2021 were: June 30, December 31, Customer 2022 2021 Customer A 17 % 13 % Customer C 31 % 38 % Customer D 12 % 12 % COVID-19 Pandemic. However, 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 a material amount 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 COVID-19) generally affecting these growers could adversely affect the Company’s business. The Company has experienced and is experiencing varying levels of inflation resulting in part from increased shipping and transportation costs, increased raw material and labor costs caused by the COVID-19 pandemic and general global economic conditions. The inflationary impact on the Company’s cost structure has been considered in its product pricing adjustment, which will be beginning in the fourth quarter of 2022, despite a continued focus on reducing manufacturing costs where possible. The rapid development and fluidity of this situation precludes any prediction as to the ultimate material adverse impact on the financial statements and presents material uncertainty and risk with respect to our business, operations, financial condition and liquidity. Russia-Ukraine Conflict.

Recently Issued Accounting Pron

Recently Issued Accounting Pronouncements	6 Months Ended
	Jun. 30, 2022
Accounting Standards Update and Change in Accounting Principle [Abstract]
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS	3. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS Recently issued and adopted accounting pronouncements In August 2020, Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging— Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes Income Taxes In August 2018, the FASB issued ASU No. 2018-15, Intangibles – Goodwill and Other – Internal – Use Software (ASC Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) Recently issued but not yet adopted accounting pronouncements In October 2021, the FASB issued ASU No. 2021-08, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (Topic 805)

Revenue Recognition

Revenue Recognition	6 Months Ended
	Jun. 30, 2022
Revenue Recognition [Abstract]
REVENUE RECOGNITION	4. REVENUE RECOGNITION Nature of Revenues Substantially all of the Company’s revenue from contracts with customers consists of the sale of plant-based foods 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. The Company disaggregates revenue based on the type of products sold to its customers – private label, Tattooed Chef and other. Other revenues primarily consist of burritos, enchiladas and quesadillas and other products by NMFD, acquired by the Company on May 2021 (see Note 8 Business Combinations), to its restaurant customers on an as-needed basis. All sales are recorded within revenue on the accompanying condensed consolidated statements of operations and comprehensive loss. The Company does not have any contract assets or contract liabilities as of June 30, 2022 and December 31, 2021. Revenue streams for the three months ended June 30, 2022 and 2021 were as follows: 2022 2021 Revenue Streams (in thousands) Revenue % Total Revenue % Total Tattooed Chef $ 33,918 58 % $ 32,798 65 % Private Label 20,972 36 % 17,136 34 % Other revenues 3,220 6 % 336 1 % Total $ 58,110 $ 50,270 Revenue streams for the six months ended June 30, 2022 and 2021 were as follows: 2022 2021 Revenue Streams (in thousands) Revenue % Total Revenue % Total Tattooed Chef $ 77,373 60 % $ 68,640 67 % Private Label 46,096 35 % 33,448 32 % Other revenues 6,705 5 % 651 1 % Total $ 130,174 $ 102,739 Significant Judgments Generally, the Company’s contracts with customers comprise of a written quote and customer purchase order which 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 material. 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, Net

Accounts Receivable, Net	6 Months Ended
	Jun. 30, 2022
Payables and Accruals [Abstract]
ACCOUNTS RECEIVABLE, NET	5. ACCOUNTS RECEIVABLE, NET The Company evaluates the creditworthiness of its customers regularly and, based on its analysis, the Company has recognized an allowance for doubtful receivables of $0.1 million as of June 30, 2022 and $0.0 million as of December 31, 2021. 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. In 2021, the Company began offering new promotional programs on sales of Tattooed Chef branded products to some new and existing customers. These programs constitute variable considerations and will reduce the transaction price on sales. In addition, the Company estimates variable considerations expected to reduce the related accounts receivables. In developing the estimate, the Company uses either the expected value or most likely amount method to determine the variable consideration. As a result, an allowance for promotional programs of $1.2 million and $4.1 million is recorded and presented as a reduction of accounts receivable as of June 30, 2022 and December 31, 2021, respectively. Additionally, the Company maintains product demonstration accruals with some of its customers. The product demonstration accruals represent variable consideration and are recorded as a reduction of revenue. The Company’s obligations to the customers are included within accrued expenses on the condensed consolidated balance sheets. The balances outstanding for product demonstration were $1.4 million and $1.5 million as of June 30, 2022 and December 31, 2021, respectively (see Note 12 Accrued Expenses).

Inventory

Inventory	6 Months Ended
	Jun. 30, 2022
Inventory Disclosure [Abstract]
INVENTORY	6. INVENTORY Inventory consists of the following as of (in thousands): June 30, December 31, 2022 2021 Raw materials $ 27,699 $ 22,724 Work-in-process 7,083 5,545 Finished goods 23,240 22,756 Packaging 4,600 3,537 Total inventory $ 62,622 $ 54,562

Property, Plant, and Equipment

Property, Plant, and Equipment	6 Months Ended
	Jun. 30, 2022
Property, Plant and Equipment [Abstract]
PROPERTY, PLANT, AND EQUIPMENT	7. PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment consists of the following as of (in thousands): June 30, December 31, 2022 2021 Land $ 680 $ 738 Buildings 4,822 4,766 Leasehold improvements 5,299 5,336 Machinery and equipment 34,344 33,975 Computer equipment 541 549 Furniture and fixtures 182 169 Construction in progress 21,312 7,986 67,180 53,519 Less: accumulated depreciation (9,493 ) (7,043 ) Property, plant and equipment, net $ 57,687 $ 46,476 The Company recorded depreciation expense for the three months ended June 30, 2022 and 2021 of $1.5 million and $0.9 million, respectively. The Company recorded depreciation expense for the six months ended June 30, 2022 and 2021 of $3.0 million and $1.4 million, respectively.

Business Combinations

Business Combinations	6 Months Ended
	Jun. 30, 2022
Business Combinations [Abstract]
BUSINESS COMBINATIONS	8. BUSINESS COMBINATIONS New Mexico Food Distributors, Inc. (NMFD) and Karsten Acquisition On May 14, 2021, the Company entered into a stock purchase agreement to acquire all outstanding stock of NMFD, a distributor and manufacturer of frozen and ready-to-eat Mexican food products for a total purchase price of $28.9 million. In addition, the Company entered into a membership interests purchase agreement to acquire all of the membership interest of Karsten for a total purchase price of $5.2 million (together, the “NMFD Transaction”). The primary reason for the purchase of NMFD and Karsten was to expand the Company’s manufacturing capacity to develop more ambient and refrigerated products. The NMFD Transaction met the definition of an acquisition of a business in accordance with ASC 805, Business Combinations Though the purchase agreements for each of NMFD and Karsten were executed as legally separate transactions, each was entered into contemporaneously and in contemplation of the other and involved the same group of sellers. As such, the transactions noted above were accounted for on a combined basis and were viewed to represent a single integrated event. Under the acquisition method of accounting, the assets acquired, and liabilities assumed, by the Company in connection with the NMFD Transaction were initially recorded at their respective fair values. The Company made an election under Section 338(h)(10) to treat the NMFD Transaction as an asset acquisition for income tax purposes, which allows for any goodwill recognized to be tax deductible and amortized over a 15-year statutory life. The excess of the purchase price over the fair value of assets acquired and liabilities assumed of approximately $18.0 million was recorded as goodwill. Transaction costs of $0.5 million were incurred in relation to the acquisition and were recorded to operating expense within the condensed consolidated statement of operations for the three months and the six months ended June 30, 2021. The following table summarizes the fair value of assets acquired and liabilities assumed in the NMFD Transaction as of the date of acquisition (in thousands): Amount Purchase consideration, net of cash acquired $ 33,988 Assets acquired and liabilities assumed Accounts receivable 3,567 Inventory 2,270 Prepaid expenses and other current assets 122 Operating lease, ROU asset 207 Property, plant and equipment 9,819 Finance lease, ROU assets * 5,749 Other noncurrent assets 29 Intangible assets – tradenames 220 Accounts payable (2,834 ) Accrued expenses (78 ) Operating lease liability (207 ) Note payable * (2,917 ) Goodwill 18,041 Total assets acquired and liabilities assumed $ 33,988 * In December 2015 (prior to the NMFD Transaction), NMFD and Karsten entered into an agreement to purchase an industrial revenue bond (“IRB”) issued by Bernalillo County, New Mexico (“Bernalillo”) to be used to finance the costs of the construction, renovation and equipment of the manufacturing plant used by NMFD and Karsten and, concurrently, assigned ownership of the manufacturing plant including building and land (“Property”) to Bernalillo as consideration for the purchase of the IRB, as well as entered into a lease agreement to lease the Property from Bernalillo (“Lease”). The Lease provides NMFD the option to purchase the Property for $1 following the payoff of the Lease. The sale of the Property to Bernalillo and concurrent leaseback of the Property in December 2015 did not meet the sale-leaseback accounting requirements as a result of NMFD’s and Karsten’s continuous involvement with the Property and thus, the IRB was not recorded as a sale but as a financing obligation, with the Property remaining on NMFD’s financial statements. The Lease and the IRB have the same counterparty, therefore a right of offset exists so long as NMFD continues to make rent payments under the terms of the Lease. On May 14, 2021, the balance of the IRB asset and the lease obligation to Bernalillo was each $2.9 million. Upon the acquisition of NMFD and Karsten, the Company received all rights and assumed obligations related to the IRB, the Property and the Lease. Under business combination accounting literature and prior to the adoption of ASC 842, the transaction involving the IRB and the Lease should not be reassessed and, therefore, the failed sale-leaseback accounting should be reflected in the Company’s purchase accounting. There were no changes to the right of offset as a result of the acquisition and, thus, the lease obligation was offset against the IRB asset and was presented net on the Company’s consolidated balance sheet with no impact to the consolidated operations of income or consolidated cash flow statements. The leased assets were accounted for as a right of use (“ROU”) asset under ASC 842 and the fair value of the ROU asset was determined to be $5.7 million and as such was presented on the consolidated balance sheet as an ROU asset of $5.7 million. In connection with the NMFD Transaction in May 2021, the Company assumed a note payable in the amount of $2.9 million (see Note 14 Indebtedness). The Company recognized the entire balance as a current liability due to noncompliance with certain financing covenants. In June 2022, the Company paid the sellers a post-closing adjustment of approximately $42,000, which resulted in a corresponding increase in the total purchase consideration. This purchase consideration change has no impact on condensed consolidated statement of operations and only increased the balance of goodwill by the same amount. The excess of purchase consideration over the fair value of the assets acquired and liabilities assumed was recorded as goodwill, which was primarily attributable to the assembled workforce and expanded market opportunities. Goodwill was assigned to the Company’s single reporting unit. Belmont Acquisition On September 28, 2021, Tattooed Chef formed BCI as a wholly-owned subsidiary. On December 21, 2021, BCI acquired substantially all of the assets, and assumed certain specified liabilities, from Belmont for an aggregate purchase price of $16.7 million (“Belmont Acquisition”). Belmont was a privately held company based in Youngstown, Ohio, and specialized in the development and manufacturing of private label nutritional bars. The primary reason for the purchase of Belmont’s assets and assumption of liabilities was to expand the Company’s manufacturing capacity into a nutritional bars and other ambient products. Approximately $4.0 million of the purchase price was paid by issuing 241,546 shares of Tattooed Chef’s common stock to Belmont’s sole shareholder. The number of shares payable at closing was determined based on the average closing price of the Company’s common stock over the three days preceding the closing date of the acquisition (December 21, 2021). The closing price of Tattooed Chef’s common stock was $16.9 per share at the acquisition date. Under the acquisition method of accounting, the assets acquired and liabilities assumed by the Company in connection with the Belmont Acquisition were initially recorded at their respective fair values. The excess of the purchase price over the fair value of assets acquired and liabilities assumed of approximately $8.7 million was recorded as goodwill, which was primarily attributable to the assembled workforce and expanded market opportunities. The recognized goodwill is tax deductible and amortized over a 15-year statutory life. Goodwill was assigned to the Company’s single reporting unit. The fair value assigned to the assets acquired and liabilities assumed are based on management’s estimates and assumptions, which are preliminary, are based on provisional amounts and may be subject to change as additional information is received. The Company expects to finalize the valuation of these assets not later than one year from the acquisition date. In relation to the acquisition, transaction costs of $0.2 million incurred by the Company were recorded to operating expense within the consolidated statement of operations for the year ended December 31, 2021. An immaterial amount of seller’s transaction costs were paid by the Company and included in the purchase price consideration. The following table summarizes the preliminary fair value of assets acquired and liabilities assumed in the Belmont Acquisition as of the date of acquisition (in thousands): Amount Cash consideration $ 12,739 Equity consideration – common stock 4,000 Total purchase consideration $ 16,739 Assets acquired and liabilities assumed Accounts receivable $ 1,630 Inventory 4,130 Prepaid expenses and other current assets 38 Operating lease ROU asset 870 Property, plant and equipment 6,477 Accounts payable (3,477 ) Accrued expenses (723 ) Operating lease liability (870 ) Goodwill 8,664 Total assets acquired and liabilities assumed $ 16,739 On May 11, 2022, the Company received an escrow joint release letter to receive a refund of $0.3 million from the escrow agent in relation to the acquisition purchase price adjustment. With this refund of payments, total purchase consideration decreased by $0.3 million. This purchase consideration change has no impact on the income statement line items and only decreased the balance of goodwill by the same amount. The unaudited pro forma financial information in the table below summarizes the combined results of operations for the Company and all 2021 acquisitions as if both the NMFD Transaction and the Belmont Acquisition had occurred as of January 1, 2021. There were no acquisitions during the three and six months ended June 30, 2022. The unaudited pro forma financial information as presented below is for informational purposes only and is not necessarily indicative of the results of operations that would have been achieved if the acquisitions had occurred on the dates indicated. Three Months Ended Six Months Ended June 30, June 30, (in thousands, except per share amounts) 2022 2021 2022 2021 Net revenue $ 58,110 $ 62,729 $ 130,174 $ 131,703 Net loss (26,437 ) (53,935 ) (43,988 ) (62,433 ) Net loss per share Basic $ (0.32 ) $ (0.66 ) $ (0.53 ) $ (0.77 ) Diluted $ (0.32 ) $ (0.66 ) $ (0.53 ) $ (0.77 )

Intangible Assets, Net and Good

Intangible Assets, Net and Goodwill	6 Months Ended
	Jun. 30, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
INTANGIBLE ASSETS, NET AND GOODWILL	9. INTANGIBLE ASSETS, NET AND GOODWILL Intangible assets consist of the following as of (in thousands): June 30, December 31, 2022 2021 Amortizable tradenames $ 220 $ 220 Less: accumulated amortization (124 ) (69 ) Intangible assets, net $ 96 $ 151 The estimated useful lives of the identifiable definite-lived intangible assets, acquired in the NMFD Transaction (see Note 8 Business Combinations) in May 2021, were determined to be two years. The Company recorded insignificant amortization expense for the three and six months ended June 30, 2022. Estimated future amortization expense for the definite-lived intangible assets is as follows (in thousands): Six months ending December 31, 2022 $ 55 2023 41 Total $ 96 The following table sets forth the change in the carrying amount of goodwill for the six months ended June 30, 2022 (in thousands): Balance as of January 1, 2022 $ 26,924 Measurement period adjustment (change in consideration) (see Note 8 Business Combinations) (219 ) Balance as of June 30, 2022 $ 26,705 Goodwill is tested annually on September 30. No goodwill impairment was recorded during the three and six months ended June 30, 2022.

Derivative Instruments

Derivative Instruments	6 Months Ended
	Jun. 30, 2022
Derivative Instruments [Abstract]
DERIVATIVE INSTRUMENTS	10. 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. Starting 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 US dollars. During the six months ended June 30, 2022 and 2021, the Company entered into foreign currency exchange forward contracts to purchase 19.9 million Euros and 36.4 million Euros, respectively. The notional amounts of these derivatives were $22.3 million and $44.2 million for the six-month period ended June 30, 2022 and 2021, 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. The fair values of the Company’s derivative instruments classified as Level 2 financial instruments (see Note 11 Fair Value Measurements) 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 As of Derivatives not designated as hedging instruments: Foreign currency derivatives Forward contract derivative liability $ 2,988 $ 1,804 Total $ 2,988 $ 1,804 The effect on the accompanying condensed consolidated statements of operations and comprehensive loss of derivative instruments not designated as hedges is summarized as follows (in thousands): Three Months Ended June 30, Line Item in Statements of Operations 2022 2021 Derivatives not designated as hedging instruments: Foreign currency derivatives Other income (expense) $ (2,049 ) $ 1,023 Total $ (2,049 ) $ 1,023 Six Months Ended June 30, Line Item in Statements of Operations 2022 2021 Derivatives not designated as hedging instruments: Foreign currency derivatives Other income (expense) $ (3,072 ) $ (1,978 ) Total $ (3,072 ) $ (1,978 ) Unrealized and realized losses on forward currency derivatives for the three and six months ended June 30, 2022 were $2.0 million and $3.1 million, respectively. Unrealized and realized (gains) loss on forward currency derivatives for the three and six months ended June 30, 2021 were $(1.0) million and $2.0 million, respectively. The Company has notional amounts of $41.5 million and $43.5 million on outstanding derivatives as of June 30, 2022 and December 31, 2021, respectively.

Fair Value Measurements

Fair Value Measurements	6 Months Ended
	Jun. 30, 2022
Fair Value Disclosures [Abstract]
FAIR VALUE MEASUREMENTS	11. FAIR VALUE MEASUREMENTS The carrying amounts of cash, accounts receivables, accounts payable and certain notes payable approximate fair value because of the short maturity and/or variable rates generally associated with these instruments. Long-term debt as of June 30, 2022 and December 31, 2021 approximates its fair value as the interest rates are indexed to market rates (Level 2 “inputs”). The Company categorizes the inputs to the fair value measurements into three levels based on the lowest level input that is significant to the fair value measurement in its entirety. Warrant Liabilities In connection with Forum’s IPO and issuance of Private Placement Units in August 2018, Forum issued Units consisting of common stock with attached Public Warrants and Private Placement Warrants (together, the “Warrants”). All Public Warrants were exercised during 2020 and 2021. Each Private Placement Warrant entitled or entitles the holder to purchase one share of the Company’s common stock at an exercise price of $11.50. 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 loss. Initial Measurement The value of the Private Placement Warrants was 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 condensed consolidated statements of operations and comprehensive loss. During the three and six months ended June 30, 2022, no Private Placement Warrants were settled. For the three and six months ended June 30, 2022, change in the fair value of the warrant liabilities charged to current operations amounted to a gain of $0.5 million and a gain of $0.7 million, respectively. Fair Value Measurement The fair value of the Private Placement Warrants was determined to be $1.26 per Warrant as of June 30, 2022 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: June 30, December 31, Input 2022 2021 Risk-free interest rate 2.99 % 1.08 % Expected term (years) 3.30 3.79 Expected volatility 50.00 % 45.00 % Exercise price $ 11.50 $ 11.50 Fair value per Unit $ 1.26 $ 7.07 As of June 30, 2022, the fair value of the Private Placement Warrants was determined to be $1.26 per warrant, or an aggregate value of $0.1 million for 115,160 outstanding warrants. On December 31, 2021, the fair value of the Private Placement Warrants was determined to be $7.07 per warrant, or an aggregate value of $0.8 million for 115,160 outstanding warrants. The following table presents the changes in the fair value of private placement warrant liabilities (in thousands): Six Months Ended June 30, Fair value as of December 31, 2021 $ 814 Exercise of Private Placement Warrants - Change in fair value (1) (668 ) Fair value as of June 30, 2022 $ 146 Six Months Ended Fair value as of December 31, 2020 $ 5,184 Exercise of Private Placement Warrants (3,020 ) Change in fair value (1) 51 Fair value as of June 30, 2021 $ 2,215 (1) Changes in fair value are recognized in change in fair value of warrant liabilities in the condensed consolidated statements of operations and comprehensive loss. Derivative Instruments Derivative contracts are valued using quoted market prices and significant other observable inputs. The Company uses derivative instruments to minimize its exposure to fluctuations in foreign currency exchange rates. The Company’s derivative instruments primarily include foreign currency forward contracts related to certain intercompany loans and intercompany trading balances. The fair values for the majority of the Company’s foreign currency derivative contracts are evaluated by comparing the contract rate to a published forward price of the underlying market rates, which is based on market rates of comparable transactions. The valuation approach is classified within Level 2 of the fair value hierarchy. See Note 10 Derivative Instruments. Business Combination Business combinations are accounted for using the acquisition method of accounting. The Company recognizes the assets acquired and the liabilities assumed at the acquisition date measured at their fair values as of that date. Fair value determinations are based on a variety of valuation techniques based on the facts and circumstances surrounding the transaction and the nature of the assets. In determining the fair value of the assets acquired and liabilities assumed in a material acquisition, the Company may utilize from the assistance of third party valuation firms to determine fair values of some or all of the assets acquired, and liabilities assumed, or may complete some or all of the valuations internally. Fair value of property plant and equipment were determined by a cost approach to calculate the replacement or reproduction cost. Fair value of inventories was based on replacement cost to estimate the value of raw materials and the comparative sales method to estimate the value of work in process and finished goods. The value of goodwill reflects the excess of the fair value of the consideration conveyed to the seller over the fair value of the net assets received. See Note 8 Business Combinations.

Accrued Expenses

Accrued Expenses	6 Months Ended
	Jun. 30, 2022
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): June 30, December 31, 2022 2021 Accrued product demonstration $ 1,377 $ 1,471 Accrued payroll 3,312 1,600 Accrued commission 1,065 607 Other accrued expenses 771 89 Total $ 6,525 $ 3,767

Income Taxes

Income Taxes	6 Months Ended
	Jun. 30, 2022
Income Taxes [Abstract]
INCOME TAXES	13. INCOME TAXES The following table presents the provision for income taxes and the effective tax rate for the periods ended June 30, 2022 and 2021 (in thousands): Three months ended Six months ended June 30, June 30, 2022 2021 2022 2021 Income tax expense $ 455 $ 50,009 $ 711 $ 48,534 Effective tax rate (2 )% (670 )% (2 )% (283 )% The income tax expense for the three and six months ended June 30, 2022 was primarily attributable to foreign income tax expenses for the Company’s activities in Italy as well as state minimum taxes. The income tax expense for the three and six months ended June 30, 2021 was primarily attributable to the Company’s establishment of a full valuation allowance on its deferred tax assets, and foreign income tax expenses on the Company’s foreign income in Italy. The Company also believes that quarterly effective tax rates will vary from the fiscal 2022 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, and changes in valuation allowance. The Company’s foreign earnings on Italian operations are subject to foreign taxes applicable to its income derived in Italy. As of June 30, 2022 and December 31, 2021, 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, 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 2018-2021, California 2017-2021, and Italy 2017-2021.

Indebtedness

Indebtedness	6 Months Ended
	Jun. 30, 2022
Indebtedness [Abstract]
INDEBTEDNESS	14. INDEBTEDNESS Debt consisted of the following as of (in thousands): June 30, December 31, 2022 2021 Notes payable $ 6,460 $ 5,735 Line of credit 1,510 1,200 Total debt 7,970 6,935 Less current debt (6,538 ) (6,219 ) Total long-term debt $ 1,432 $ 716 Lines of Credit 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 September 30, 2023 (the “Credit Facility”). The Credit Facility provides the Company with up to $25.0 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) $10.0 million; or (iii) 50% of the aggregate amount of revolving loans outstanding, minus (c) the sum of all reserves. Under the Credit Facility amended and effected on June 30, 2022, the fixed charge coverage ratio was replaced by liquidity requirement. The Company is required to maintain minimum liquidity of not less than $10.0 million. Not less often than monthly (or weekly during a trigger period), the Company shall furnish to lender a borrowing base certificate as of the close of business on the last business day of such week. Trigger period means the period following any date on which (a) an event of default has occurred, or (b) the Company’s liquidity is less than $20.0 million. As of June 30, 2022, the Company was compliance with all of the financial covenants under the Credit Facility. The Credit Facility bears interest at an annual rate equal to the sum of the Daily Adjusting Term SOFR Rate in effect from time to time plus 3.00%. “Daily Adjusting Term SOFR Rate” means, for any day, the rate per annum equal to the Term SOFR. The Daily Adjusting Term SOFR Rate shall be adjusted on a daily basis; provided that, if such rate is not published on such determination date then the rate will be the Term SOFR Rate on the first business day immediately prior thereto. The actual interest rates on outstanding borrowings were at 5.75% and 4.25% as of June 30, 2022 and December 31, 2021, respectively. The Credit Facility 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 was classified as a current liability on the Company’s condensed consolidated balance sheets as of June 30, 2022 and December 31, 2021. The balance on the Credit Facility was $0.0 million as both of June 30, 2022 and December 31, 2021. As of June 30, 2022, up to the full $25.0 million available for borrowing under the Credit Facility, of which $0.6 million has been utilized for the letter of credit issuance as described below. The Credit Facility includes a letter of credit subfacility in the amount of up to $1.0 million. The Company agrees to pay (i) to the lender for each letter of credit, a per annum fee (the “Letter of Credit Fee”) equal to 1.00% of the outstanding letter of credit obligations, which fee shall be payable monthly in arrears on the first day of each calendar month, (ii) to the letter of credit issuer, for its own account, all customary charges and commissions associated with the issuance, amending, negotiating, payment, processing, renewal, transfer and administration of letters of credit, which charges shall be paid as and when incurred, and (iii) to the lender, all customary charges of the letter of credit issuer referenced in clause (ii) above paid by the lender on behalf of the Company. The Letter of Credit Fee shall be payable when the letter of credit is issued and on each anniversary thereof and on the Credit Facility maturity date. As of June 30, 2022, the Company had $0.6 million outstanding letter of credit under the subfacility. In March 2021, Ittella Italy entered into a credit facility with a financial institution in the amount of up to 0.6 million Euros. The balance on the credit facility was 0.6 million Euros ($0.6 million USD) and 0.6 million Euros ($0.7 million USD) as of June 30, 2022, and December 31, 2021, respectively. The credit facility bears a one-time commission fee at 0.40% and interest at 1.50% per annum. Under this credit facility, Ittella Italy borrows the amount based on the sales invoices presented to the financial institution and pays back within 60 days. This line of credit does not have an expiration date and does not contain financial covenants. In September 2021, Ittella Italy entered into a line of credit (the “Line of Credit”) with a financial institution in the amount of up to 1.4 million Euros. The balance on the line of credit was 0.8 million Euros ($0.9 million USD) and 0.5 million Euros ($0.5 million USD) as of June 30, 2022, and December 31, 2021, respectively. The Line of Credit bears a one-time commission fee at 0.40% and interest at 0.85% per annum. Under this line of credit, the financial institution advances suppliers based on purchase invoices presented and Ittella Italy pays back the amounts borrowed within 180 days. This line of credit does not have an expiration date and does not contain financial covenants. For the lines of credit with payment term greater than 90 days, the Company presents the borrowing and repayment amounts at gross in the condensed consolidated statements of cash flows. For the lines of credit with payment term shorter than 90 days, the Company presents the borrowing and repayment amounts at net in the condensed consolidated statements of cash flows. Notes payable In connection with the NMFD Transaction in May 2021 (see Note 8 Business Combinations), the Company assumed a note payable in the amount of $2.9 million. The note payable bears interest at 3.8% per annum and has a maturity date of December 29, 2025. Under the note payable, NMFD must maintain a minimum fixed charge coverage ratio of 1.20:1.00, assessed semi-annually as of June 30 and December 31 of each calendar year beginning December 31, 2021, and the Company must, on a consolidated basis, maintain a funded debt to EBITDA ratio not to exceed 4.00 to 1.00, tested semi-annually as of June 30 and December 31 of each calendar year beginning June 30, 2021. The outstanding balance of the note payable was $2.8 million and $2.8 million as of June 30, 2022, and December 31, 2021, respectively. The balance was classified as a current liability due to noncompliance with the above financing covenants. In May 2021, Ittella Italy entered into a promissory note with a financial institution in the amount of 1.0 million Euros. The note accrues interest at 1.014% per annum and has a maturity date of May 28, 2025, when the full principal and interest are due. The promissory note does not contain financial covenant. The balance on the promissory note was 0.8 million Euros ($0.8 million USD) and 0.9 million Euros ($1.0 million USD) as of June 30, 2022 and December 31, 2021, respectively. As of June 30, 2022, the balance of the note in the amount of approximately 0.5 million Euros ($0.5 million USD) was classified as long term liability. In April 2022, Ittella Italy entered into a promissory note with a financial institution in the amount of 1.0 million Euros. The note accrues interest at 1.9% per annum and has a maturity date of April 7, 2026, when the full principal and interest are due. The promissory note does not contain financial covenant. The balance on the promissory note was 1.0 million Euros ($1.0 million USD) as of June 30, 2022. As of June 30, 2022, the balance of the note in the amount of approximately 0.9 million Euros ($0.9 million USD) was classified as long term liability. On January 6, 2020, Ittella Properties, the VIE, refinanced all of its existing debt with a financial institution in the amount of $2.1 million. The note accrues interest at 3.60% per annum 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. The outstanding balance on the note was $1.9 million as of both June 30, 2022 and December 31, 2021. As of June 30, 2022, the VIE was not in compliance with the fixed charge coverage ratio and the full balance of the note was classified as a current liability. Commencing with the fiscal quarter ending September 30, 2022, the VIE should meet a minimum fixed charge coverage ratio of 1.20 to 1.00. Future minimum principal payments due on the revolving credit facilities and notes payable, for periods subsequent to June 30, 2022 are as follows (in thousands): Six months ending December 31, 2022 $ 6,230 2023 586 2024 563 2025 437 2026 154 Total $ 7,970

Stockholders' Equity

Stockholders' Equity	6 Months Ended
	Jun. 30, 2022
Stockholders' Equity Note [Abstract]
STOCKHOLDERS' EQUITY	15. STOCKHOLDERS’ EQUITY The condensed consolidated statements of changes in stockholders’ equity reflect the Reverse Recapitalization as of October 15, 2020 as discussed in Note 1. Since Myjojo 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 (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 (the “Plan”) on December 17, 2020 (see Note 16 Equity Incentive Plan). Preferred Stock The Company is authorized to issue 10,000,000 shares of preferred stock , 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 June 30, 2022 and December 31, 2021, there were no Common Stock The Company is authorized to issue 1,000,000,000 shares of common stock, par value of $0.0001 per share. Holders of common stock are entitled to one vote for each share. As of June 30, 2022 and December 31, 2021, there were 82,459,803 and 82,237,813 shares of common stock issued and outstanding, respectively. 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 and one Public Warrant. 2. Private Placement Warrants – Forum issued 655,000 Private Placement Units, each consisting of one share of common stock and one Private Placement Warrant. Each Warrant entitles the holder to purchase one share of the Company’s common stock at an exercise price of $11.50. The Public Warrants contained a redemption feature that provided 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 was 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 exercise 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 became exercisable upon the occurrence of certain events (trigger events), including the completion of the Transaction. Once the Public Warrants became exercisable, the Company was able to 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 equaled or exceeded $18.00 per share for any 20 trading days within a 30-trading day period ending three business days before the Company sent 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 original holders 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 Closing Date 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 Forum’s 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, (z) the redemption date, subject to any applicable conditions as set forth in the warrant agreement governing the Warrants. 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. The consummation of the Transaction triggered exercisability of the Warrants. Warrant activity is as follows: Private Public Placement Warrants Warrants Issued and outstanding as of October 15, 2020 20,000,000 655,000 Exercised (5,540,316 ) (247,423 ) Issued and outstanding as of December 31, 2020 14,459,684 407,577 Exercised (14,459,684 ) (292,417 ) Issued and outstanding as of December 31, 2021 - 115,160 Exercised - - Redeemed - - Issued and outstanding as of June 30, 2022 - 115,160 The Public Warrants were considered freestanding equity-classified instruments due to their detachable and separately exercisable features. Accordingly, the Public Warrants were presented as a component of Stockholders’ Equity in accordance with ASC 815-40-25. As discussed in Note 11, the Private Placement Warrants are considered freestanding liability-classified instruments under ASC 815-40-25.

Equity Incentive Plan

Equity Incentive Plan	6 Months Ended
	Jun. 30, 2022
Share-Based Payment Arrangement [Abstract]
EQUITY INCENTIVE PLAN	16. EQUITY INCENTIVE PLAN On October 15, 2020, 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 $0.1 million in total value to any non-employee director or $0.125 million in total value to any non-employee director who serves as the chairperson of a duly formed and authorized committee of the Company’s board of directors. Awards available for grant under the Plan include incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units (“RSUs”), 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. Stock Options Stock options under the Plan are generally granted with a strike price equal to 100% of the fair market value of the common stock on the date of grant, with a three-year vesting period and expire 10 years from the date of grant. The strike price may be higher than the fair value of the common stock on the date of the grant but cannot be lower. The table below summarizes the share-based activity under the Plan: Number of Weighted- Average Weighted- Average Remaining Contractual Terms (Years) Intrinsic Balance at December 31, 2021 1,593,800 $ 21.30 9.26 $                        - Granted 01/01/2022 - 03/31/2022 45,000 13.06 Granted 04/01/2022 - 06/30/2022 - - Cancelled and forfeited (30,000 ) 19.72 Exercised - - Balance at June 30, 2022 1,608,800 $ 21.10 8.78 $ - Vested and Exercisable at June 30, 2022 426,267 $ 21.69 8.68 $ - Number of Weighted- Average Exercise Price Weighted- Average Remaining Contractual Terms (Years) Intrinsic Balance at December 31, 2020 756,300 $ 24.69 9.98 $          - Granted 01/01/2021 - 03/31/2021 - - Granted 04/01/2021 - 06/30/2021 270,000 17.82 Cancelled and forfeited (3,000 ) 24.69 Exercised - - Balance at June 30, 2021 1,023,300 $ 22.88 9.57 $ - Vested and Exercisable at June 30, 2021 - $ - - $ - There were no options exercised during the three months and six months ended June 30, 2022 and 2021, respectively. 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. During the three and six months ended June 30, 2022, the Company recorded in the aggregate $0.8 million and $1.7 million, respectively, of share-based compensation expense related to stock options, which is included in operating expenses in the Company’s condensed consolidated statements of operations and comprehensive loss. During the three and six months ended June 30, 2021, the Company recorded in the aggregate $0.6 million and $1.1 million, respectively, of share-based compensation expense related to stock options, which is included in operating expenses in the Company’s condensed consolidated statements of operations. As of June 30, 2022, the Company had stock-based compensation of $6.0 million related to stock options not yet recognized that are expected to be recognized over an estimated weighted average period of approximately three years. There were no new options granted during the three months ended June 30, 2022. The fair value of each option grant was estimated on the grant date using the Black-Scholes option pricing model with the following assumptions during the six months ended June 30, 2022: Equity volatility 32.37 % Risk-free interest rate 2.50 % Expected term (in years) 6 Expected dividend - The fair value of each option grant was estimated on the grant date using the Black-Scholes option pricing model with the following assumptions for the three and six months ended June 30, 2021: Equity volatility 33.93 % Risk-free interest rate 1.27 % Expected term (in years) 6 Expected dividend - The weighted-average grant date fair value of granted stock options was $0.0 million and $0.2 million for the three and six months ended June 30, 2022, respectively. The weighted-average grant date fair value of granted stock options was $1.7 million for each of the three and six months ended June 30, 2021. Any option granted under the Plan may include tandem Stock Appreciation Rights (“SARs”). SARs 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. There were no SARs outstanding as of June 30, 2022 and December 31, 2021. Restricted Stock Awards and Restricted Stock Units RSUs are convertible into shares of Company common stock upon vesting on a one-to-one basis. Restricted stock awards 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 shares during the vesting period. Any unvested portion of restricted stock and RSUs shall typically be terminated and forfeited upon termination of employment or service of the grantee. Director restricted stock activity under the Plan for the six months period ended June 30, 2022 was as follows: Non-Employee Director Awards Weighted- Number Average Shares Fair Value Balance at December 31, 2021 - $ - Granted 01/01/2022 - 03/31/2022 - - Granted 04/01/2022 - 06/30/2022 18,162 12.25 Vested (18,162 ) 12.25 Forfeited - - Non-vested restricted stock at June 30, 2022 - $ - Director restricted stock activity under the Plan for the six months period ended June 30, 2021 was as follows: Non-Employee Director Awards Weighted- Number Average Shares Fair Value Balance at December 31, 2020 - $ - Granted 01/01/2021 - 03/31/2021 15,216 18.93 Granted 04/01/2021 - 06/30/2021 - - Vested (15,216 ) 18.93 Forfeited - - Non-vested restricted stock at June 30, 2021 - $ - Non-director employee and consultant restricted stock activity under the Plan for the six months period ended June 30, 2022 was as follows: Employee Awards Consultant (Non-Employee) Awards Weighted- Weighted- Number of Average Number of Average Shares Fair Value Shares Fair Value Balance at December 31, 2021 - $ - - $ - Granted 01/01/2022 - 03/31/2022 3,828 13.06 200,000 15.54 Granted 04/01/2022 - 06/30/2022 - - - - Vested (3,828 ) 13.06 (50,000 ) 15.54 Forfeited - - - - Non-vested restricted stock at June 30, 2022 - $ - 150,000 $ 15.54 Non-director employee and consultant restricted stock activity under the Plan for the six months period ended June 30, 2021was as follows: Employee Awards Consultant (Non-Employee) Awards Weighted- Weighted- Number of Average Number of Average Shares Fair Value Shares Fair Value Balance at December 31, 2020 400,000 $ 24.28 100,000 $ 24.69 Granted 01/01/2021 - 03/31/2021 30,416 23.65 100,000 18.96 Granted 04/01/2021 - 06/30/2021 - - 10,000 18.15 Vested (4,916 ) 24.28 (110,000 ) 18.89 Forfeited (425,500 ) 24.62 (100,000 ) 24.69 Non-vested restricted stock at June 30, 2021 - $ - - $ - During the three and six months ended June 30, 2022, the Company recorded share-based compensation expense related to restricted stock awards in aggregate of $0.6 million and $1.0 million, respectively. During the three and six months ended June 30, 2021, the Company recorded share-based compensation expense related to restricted stock awards in aggregate of $(0.3) million and $2.4 million, respectively. Share-based compensation expense is included in operating expenses in the Company’s condensed consolidated statements of operations and comprehensive loss. The fair value of granted restricted stock award was $0.2 million and $3.4 million for the three and six months ended June 30, 2022, respectively. The fair value of granted restricted stock was $0.2 million and $2.4 million for the three and six months ended June 30, 2021, respectively. As of June 30, 2022, unrecognized compensation costs related to the restricted stock awards was $2.3 million and is expected to be recognized over a remaining period of 18 months.

Related Party Transactions

Related Party Transactions	6 Months Ended
	Jun. 30, 2022
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 the Company’s CEO, Salvatore Galletti. The amount of rent paid was approximately $40,000 and $80,000 for the three and six months ended June 30, 2022, respectively. The amount of rent paid was approximately $50,000 and $80,000 for the three and six months ended June 30, 2021, respectively. As of June 30, 2022, under the adoption of ASC 842, the Company recorded $2.0 million of operating lease right-of-use asset and $2.1 million of operating lease liabilities in relation to this lease. In addition, the Company leased a building from Ittella Properties, an entity owned by Salvatore Galletti. Ittella Properties is considered as the Company’s VIE and consolidated to the Company’s financial statements. See Note 19 Consolidated Variable Interest Entity, In Connection with Belmont acquisition in December 2021, the Company entered into a lease agreement with Penhurst Realty, LLC, owned by Belmont’s prior owner who is currently serving as the president of BCI. The amounts of rent paid were approximately $60,000 and $120,000 for the three and six months ended June 30, 2022, respectively. As of June 30, 2022, under the adoption of ASC 842, the Company recorded $0.6 million each of operating lease right-of-use asset and operating lease liabilities in related to this lease. A company affiliated with one of the Company’s non-employee directors has been contracted to provide marketing assistance to the Company. The Company paid $0.1 million and $0.2 million to this company for the services provided during the three and six months ended June 30, 2022, respectively.

Commitments and Contingencies

Commitments and Contingencies	6 Months Ended
	Jun. 30, 2022
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	18. COMMITMENTS AND CONTINGENCIES In the ordinary course of business, the Company also enters into 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 effect on its condensed consolidated financial position or results of operations and cash flows. 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 June 30, 2022 nor December 31, 2021.

Consolidated Variable Interest

Consolidated Variable Interest Entity	6 Months Ended
	Jun. 30, 2022
Consolidated Variable Interest Entity [Abstract]
CONSOLIDATED VARIABLE INTEREST ENTITY	19. CONSOLIDATED VARIABLE INTEREST ENTITY Ittella 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. Ittella Properties is wholly owned by Salvatore Galletti. The construction and acquisition of the Alondra building by Ittella 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. Ittella International guarantees the loan for Ittella Properties and substantially all of Ittella Properties’ transactions occur with the Ittella International. Thus, Ittella Properties’ equity at risk is considered to be insufficient to finance its activities without additional support from Ittella International. Therefore, Ittella Properties was designed in a way such that substantially all of the assets benefit the Company, and substantially all of the obligations are absorbed by the Company. Given the Company has control over the assets that most significantly affect the economic performance of Ittella Properties, the Company is determined to be the primary beneficiary of Ittella Properties. As a result, Ittella Properties is considered a VIE of the Company and is required to be consolidated. The results of operations and cash flows of Ittella Properties are included in the Company’s condensed consolidated financial statements. For the three and six month periods ended both of June 30, 2022 and 2021, 100% of the revenue of Ittella Properties, approximately $0.1 million and $0.2 million of lease income, respectively, received from Ittella International, was intercompany and eliminated in consolidation. Ittella Properties contributed expenses of approximately $50,000 for each of the three month periods ended June 30, 2022 and 2021. Ittella Properties contributed expenses of $0.1 million for each of the six month periods ended June 30, 2022 and 2021.

Loss Per Share

Loss Per Share	6 Months Ended
	Jun. 30, 2022
Earnings Per Share [Abstract]
LOSS PER SHARE	20. LOSS PER SHARE The following is the summary of basic and diluted loss per share for the three and six months ended June 30, 2022 and 2021 (in thousands): Three months ended Six months ended June 30, June 30, 2022 2021 2022 2021 Numerator Net loss $ (26,437 ) $ (57,472 ) $ (43,988 ) $ (65,714 ) Dilutive net loss $ (26,437 ) $ (57,472 ) $ (43,988 ) $ (65,811 ) Denominator Weighted average common shares outstanding 82,284,005 81,981,428 82,261,079 81,121,795 Weighted average diluted shares outstanding 82,284,005 81,981,428 82,261,079 81,258,427 Loss per share Basic $ (0.32 ) $ (0.70 ) $ (0.53 ) $ (0.81 ) Diluted $ (0.32 ) $ (0.70 ) $ (0.53 ) $ (0.81 ) The following have been excluded from the calculation of diluted loss per share as the effect of including them would have been anti-dilutive for the three and six months ended June 30, 2022 and 2021 (in thousands): Three months ended Six months ended June 30, June 30, 2022 2021 2022 2021 Warrants 115 75 115 189 Stock options 1,624 445 1,601 408 Restricted stock awards 163 25 175 - Total 1,902 545 1,891 597

Subsequent Events

Subsequent Events	6 Months Ended
	Jun. 30, 2022
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	21. SUBSEQUENT EVENTS The Company evaluates subsequent events and transactions that occur after the balance sheet date up to the date that the condensed consolidated financial statements were issued. Other than as described in these financial statements, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed consolidated financial statements. On August 5, 2022, the Company expanded the Credit Facility with UMB Bank N.A. from $25.0 million to $40.0 million and extended the maturity date from September 2023 to September 2025.

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	6 Months Ended
	Jun. 30, 2022
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, 2021 as filed with the SEC on March 16, 2022, which contains the audited financial statements and notes thereto. The financial information as of December 31, 2021 included in the accompanying unaudited condensed consolidated financial statements is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. The interim results for the three and six months ended June 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 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, 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. The shares and corresponding capital amounts and earnings per share available for common stockholders, prior to the Reverse Recapitalization, have been retroactively restated.
Use of Estimates	Use of Estimates.
Significant Accounting Policies	Significant Accounting Policies.
Sales and Marketing Expenses	Sales and Marketing Expenses .
Leases	Leases.
Concentrations Risk	Concentrations Ris No single external suppliers accounted for more than 10% of the Company’s cost of goods sold during the periods ended June 30, 2022 and 2021. As such, the Company is not subject to significant concentration risk on suppliers. Four customers accounted for 68% of the Company’s revenue during the three months ended June 30, 2022. Three customers accounted for more than 78% of the Company’s revenue during the three months ended June 30, 2021. Customer 2022 2021 Customer A 32 % 37 % Customer B 11 % 12 % Customer C 13 % 29 % Customer D 12 % * * Customer accounted for less than 10% of revenue in the period. Three customers accounted for 61% of the Company’s revenue during the six months ended June 30, 2022. Three customers accounted for more than 84% of the Company’s revenue during the six months ended June 30, 2021. Customer 2022 2021 Customer A 34 % 38 % Customer B * 11 % Customer C 17 % 35 % Customer D 10 % * * Customer accounted for less than 10% of revenue in the period. Three customers accounting for more than 10% of the Company’s accounts receivable as of June 30, 2022 and December 31, 2021 were: June 30, December 31, Customer 2022 2021 Customer A 17 % 13 % Customer C 31 % 38 % Customer D 12 % 12 %
COVID-19 Pandemic	COVID-19 Pandemic. However, 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 a material amount 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 COVID-19) generally affecting these growers could adversely affect the Company’s business. The Company has experienced and is experiencing varying levels of inflation resulting in part from increased shipping and transportation costs, increased raw material and labor costs caused by the COVID-19 pandemic and general global economic conditions. The inflationary impact on the Company’s cost structure has been considered in its product pricing adjustment, which will be beginning in the fourth quarter of 2022, despite a continued focus on reducing manufacturing costs where possible. The rapid development and fluidity of this situation precludes any prediction as to the ultimate material adverse impact on the financial statements and presents material uncertainty and risk with respect to our business, operations, financial condition and liquidity.
Russia-Ukraine Conflict	Russia-Ukraine Conflict.

Basis of Presentation and Sig_2

Basis of Presentation and Significant Accounting Policies (Tables)	6 Months Ended
	Jun. 30, 2022
Accounting Policies [Abstract]
Schedule of customers accounted revenue	Customer 2022 2021 Customer A 32 % 37 % Customer B 11 % 12 % Customer C 13 % 29 % Customer D 12 % * * Customer accounted for less than 10% of revenue in the period. Customer 2022 2021 Customer A 34 % 38 % Customer B * 11 % Customer C 17 % 35 % Customer D 10 % * * Customer accounted for less than 10% of revenue in the period. June 30, December 31, Customer 2022 2021 Customer A 17 % 13 % Customer C 31 % 38 % Customer D 12 % 12 %

Revenue Recognition (Tables)

Revenue Recognition (Tables)	6 Months Ended
	Jun. 30, 2022
Revenue Recognition [Abstract]
Schedule of revenue streams	2022 2021 Revenue Streams (in thousands) Revenue % Total Revenue % Total Tattooed Chef $ 33,918 58 % $ 32,798 65 % Private Label 20,972 36 % 17,136 34 % Other revenues 3,220 6 % 336 1 % Total $ 58,110 $ 50,270 2022 2021 Revenue Streams (in thousands) Revenue % Total Revenue % Total Tattooed Chef $ 77,373 60 % $ 68,640 67 % Private Label 46,096 35 % 33,448 32 % Other revenues 6,705 5 % 651 1 % Total $ 130,174 $ 102,739

Inventory (Tables)

Inventory (Tables)	6 Months Ended
	Jun. 30, 2022
Inventory Disclosure [Abstract]
Schedule of inventory	Inventory consists of the following as of (in thousands): June 30, December 31, 2022 2021 Raw materials $ 27,699 $ 22,724 Work-in-process 7,083 5,545 Finished goods 23,240 22,756 Packaging 4,600 3,537 Total inventory $ 62,622 $ 54,562

Property, Plant, and Equipment

Property, Plant, and Equipment (Tables)	6 Months Ended
	Jun. 30, 2022
Property, Plant and Equipment [Abstract]
Schedule of property, plant and equipment	Property, plant and equipment consists of the following as of (in thousands): June 30, December 31, 2022 2021 Land $ 680 $ 738 Buildings 4,822 4,766 Leasehold improvements 5,299 5,336 Machinery and equipment 34,344 33,975 Computer equipment 541 549 Furniture and fixtures 182 169 Construction in progress 21,312 7,986 67,180 53,519 Less: accumulated depreciation (9,493 ) (7,043 ) Property, plant and equipment, net $ 57,687 $ 46,476

Business Combinations (Tables)

Business Combinations (Tables)	6 Months Ended
	Jun. 30, 2022
Business Combinations [Abstract]
Schedule of fair value of assets acquired and liabilities	Amount Purchase consideration, net of cash acquired $ 33,988 Assets acquired and liabilities assumed Accounts receivable 3,567 Inventory 2,270 Prepaid expenses and other current assets 122 Operating lease, ROU asset 207 Property, plant and equipment 9,819 Finance lease, ROU assets * 5,749 Other noncurrent assets 29 Intangible assets – tradenames 220 Accounts payable (2,834 ) Accrued expenses (78 ) Operating lease liability (207 ) Note payable * (2,917 ) Goodwill 18,041 Total assets acquired and liabilities assumed $ 33,988 * In December 2015 (prior to the NMFD Transaction), NMFD and Karsten entered into an agreement to purchase an industrial revenue bond (“IRB”) issued by Bernalillo County, New Mexico (“Bernalillo”) to be used to finance the costs of the construction, renovation and equipment of the manufacturing plant used by NMFD and Karsten and, concurrently, assigned ownership of the manufacturing plant including building and land (“Property”) to Bernalillo as consideration for the purchase of the IRB, as well as entered into a lease agreement to lease the Property from Bernalillo (“Lease”). The Lease provides NMFD the option to purchase the Property for $1 following the payoff of the Lease. The sale of the Property to Bernalillo and concurrent leaseback of the Property in December 2015 did not meet the sale-leaseback accounting requirements as a result of NMFD’s and Karsten’s continuous involvement with the Property and thus, the IRB was not recorded as a sale but as a financing obligation, with the Property remaining on NMFD’s financial statements. The Lease and the IRB have the same counterparty, therefore a right of offset exists so long as NMFD continues to make rent payments under the terms of the Lease.
Schedule of preliminary fair value of assets acquired and liabilities	Amount Cash consideration $ 12,739 Equity consideration – common stock 4,000 Total purchase consideration $ 16,739 Assets acquired and liabilities assumed Accounts receivable $ 1,630 Inventory 4,130 Prepaid expenses and other current assets 38 Operating lease ROU asset 870 Property, plant and equipment 6,477 Accounts payable (3,477 ) Accrued expenses (723 ) Operating lease liability (870 ) Goodwill 8,664 Total assets acquired and liabilities assumed $ 16,739
Schedule of pro forma financial information	Three Months Ended Six Months Ended June 30, June 30, (in thousands, except per share amounts) 2022 2021 2022 2021 Net revenue $ 58,110 $ 62,729 $ 130,174 $ 131,703 Net loss (26,437 ) (53,935 ) (43,988 ) (62,433 ) Net loss per share Basic $ (0.32 ) $ (0.66 ) $ (0.53 ) $ (0.77 ) Diluted $ (0.32 ) $ (0.66 ) $ (0.53 ) $ (0.77 )

Intangible Assets, Net and Go_2

Intangible Assets, Net and Goodwill (Tables)	6 Months Ended
	Jun. 30, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of Intangible assets	Intangible assets consist of the following as of (in thousands): June 30, December 31, 2022 2021 Amortizable tradenames $ 220 $ 220 Less: accumulated amortization (124 ) (69 ) Intangible assets, net $ 96 $ 151
Schedule of estimated future amortization expense for the definite-lived intangible assets	Estimated future amortization expense for the definite-lived intangible assets is as follows (in thousands): Six months ending December 31, 2022 $ 55 2023 41 Total $ 96
Schedule of change in the carrying amount of goodwill	Balance as of January 1, 2022 $ 26,924 Measurement period adjustment (change in consideration) (see Note 8 Business Combinations) (219 ) Balance as of June 30, 2022 $ 26,705

Derivative Instruments (Tables)

Derivative Instruments (Tables)	6 Months Ended
	Jun. 30, 2022
Derivative Instruments [Abstract]
Schedule of derivative instruments	Balance Sheet Line Item As of As of Derivatives not designated as hedging instruments: Foreign currency derivatives Forward contract derivative liability $ 2,988 $ 1,804 Total $ 2,988 $ 1,804
Schedule of operations and comprehensive loss	Three Months Ended June 30, Line Item in Statements of Operations 2022 2021 Derivatives not designated as hedging instruments: Foreign currency derivatives Other income (expense) $ (2,049 ) $ 1,023 Total $ (2,049 ) $ 1,023 Six Months Ended June 30, Line Item in Statements of Operations 2022 2021 Derivatives not designated as hedging instruments: Foreign currency derivatives Other income (expense) $ (3,072 ) $ (1,978 ) Total $ (3,072 ) $ (1,978 )

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	6 Months Ended
	Jun. 30, 2022
Fair Value Disclosures [Abstract]
Schedule of fair value measurement of the private placement warrants	June 30, December 31, Input 2022 2021 Risk-free interest rate 2.99 % 1.08 % Expected term (years) 3.30 3.79 Expected volatility 50.00 % 45.00 % Exercise price $ 11.50 $ 11.50 Fair value per Unit $ 1.26 $ 7.07
Schedule of changes in the fair value of warrant liabilities	The following table presents the changes in the fair value of private placement warrant liabilities (in thousands): Six Months Ended June 30, Fair value as of December 31, 2021 $ 814 Exercise of Private Placement Warrants - Change in fair value (1) (668 ) Fair value as of June 30, 2022 $ 146 Six Months Ended Fair value as of December 31, 2020 $ 5,184 Exercise of Private Placement Warrants (3,020 ) Change in fair value (1) 51 Fair value as of June 30, 2021 $ 2,215 (1) Changes in fair value are recognized in change in fair value of warrant liabilities in the condensed consolidated statements of operations and comprehensive loss.

Accrued Expenses (Tables)

Accrued Expenses (Tables)	6 Months Ended
	Jun. 30, 2022
Accrued Expenses [Abstract]
Schedule of accrued expenses	June 30, December 31, 2022 2021 Accrued product demonstration $ 1,377 $ 1,471 Accrued payroll 3,312 1,600 Accrued commission 1,065 607 Other accrued expenses 771 89 Total $ 6,525 $ 3,767

Income Taxes (Tables)

Income Taxes (Tables)	6 Months Ended
	Jun. 30, 2022
Income Taxes [Abstract]
Schedule of presents the provision for income taxes and the effective tax rate	Three months ended Six months ended June 30, June 30, 2022 2021 2022 2021 Income tax expense $ 455 $ 50,009 $ 711 $ 48,534 Effective tax rate (2 )% (670 )% (2 )% (283 )%

Indebtedness (Tables)

Indebtedness (Tables)	6 Months Ended
	Jun. 30, 2022
Indebtedness [Abstract]
Schedule of debt	June 30, December 31, 2022 2021 Notes payable $ 6,460 $ 5,735 Line of credit 1,510 1,200 Total debt 7,970 6,935 Less current debt (6,538 ) (6,219 ) Total long-term debt $ 1,432 $ 716
Schedule of future minimum principal payments due on the notes payable	Six months ending December 31, 2022 $ 6,230 2023 586 2024 563 2025 437 2026 154 Total $ 7,970

Stockholders' Equity (Tables)

Stockholders' Equity (Tables)	6 Months Ended
	Jun. 30, 2022
Stockholders' Equity Note [Abstract]
Schedule of warrant activity	Private Public Placement Warrants Warrants Issued and outstanding as of October 15, 2020 20,000,000 655,000 Exercised (5,540,316 ) (247,423 ) Issued and outstanding as of December 31, 2020 14,459,684 407,577 Exercised (14,459,684 ) (292,417 ) Issued and outstanding as of December 31, 2021 - 115,160 Exercised - - Redeemed - - Issued and outstanding as of June 30, 2022 - 115,160

Equity Incentive Plan (Tables)

Equity Incentive Plan (Tables)	6 Months Ended
	Jun. 30, 2022
Share-Based Payment Arrangement [Abstract]
Schedule of summarizes the share-based activity	Number of Weighted- Average Weighted- Average Remaining Contractual Terms (Years) Intrinsic Balance at December 31, 2021 1,593,800 $ 21.30 9.26 $                        - Granted 01/01/2022 - 03/31/2022 45,000 13.06 Granted 04/01/2022 - 06/30/2022 - - Cancelled and forfeited (30,000 ) 19.72 Exercised - - Balance at June 30, 2022 1,608,800 $ 21.10 8.78 $ - Vested and Exercisable at June 30, 2022 426,267 $ 21.69 8.68 $ - Number of Weighted- Average Exercise Price Weighted- Average Remaining Contractual Terms (Years) Intrinsic Balance at December 31, 2020 756,300 $ 24.69 9.98 $          - Granted 01/01/2021 - 03/31/2021 - - Granted 04/01/2021 - 06/30/2021 270,000 17.82 Cancelled and forfeited (3,000 ) 24.69 Exercised - - Balance at June 30, 2021 1,023,300 $ 22.88 9.57 $ - Vested and Exercisable at June 30, 2021 - $ - - $ -
Schedule of fair value of each option grant was estimated on the grant date using the black-scholes option pricing model	Equity volatility 32.37 % Risk-free interest rate 2.50 % Expected term (in years) 6 Expected dividend - Equity volatility 33.93 % Risk-free interest rate 1.27 % Expected term (in years) 6 Expected dividend -
Schedule of restricted stock activity under the plan	Non-Employee Director Awards Weighted- Number Average Shares Fair Value Balance at December 31, 2021 - $ - Granted 01/01/2022 - 03/31/2022 - - Granted 04/01/2022 - 06/30/2022 18,162 12.25 Vested (18,162 ) 12.25 Forfeited - - Non-vested restricted stock at June 30, 2022 - $ - Non-Employee Director Awards Weighted- Number Average Shares Fair Value Balance at December 31, 2020 - $ - Granted 01/01/2021 - 03/31/2021 15,216 18.93 Granted 04/01/2021 - 06/30/2021 - - Vested (15,216 ) 18.93 Forfeited - - Non-vested restricted stock at June 30, 2021 - $ - Employee Awards Consultant (Non-Employee) Awards Weighted- Weighted- Number of Average Number of Average Shares Fair Value Shares Fair Value Balance at December 31, 2021 - $ - - $ - Granted 01/01/2022 - 03/31/2022 3,828 13.06 200,000 15.54 Granted 04/01/2022 - 06/30/2022 - - - - Vested (3,828 ) 13.06 (50,000 ) 15.54 Forfeited - - - - Non-vested restricted stock at June 30, 2022 - $ - 150,000 $ 15.54 Employee Awards Consultant (Non-Employee) Awards Weighted- Weighted- Number of Average Number of Average Shares Fair Value Shares Fair Value Balance at December 31, 2020 400,000 $ 24.28 100,000 $ 24.69 Granted 01/01/2021 - 03/31/2021 30,416 23.65 100,000 18.96 Granted 04/01/2021 - 06/30/2021 - - 10,000 18.15 Vested (4,916 ) 24.28 (110,000 ) 18.89 Forfeited (425,500 ) 24.62 (100,000 ) 24.69 Non-vested restricted stock at June 30, 2021 - $ - - $ -

Loss Per Share (Tables)

Loss Per Share (Tables)	6 Months Ended
	Jun. 30, 2022
Earnings Per Share [Abstract]
Schedule of basic and diluted loss per share	Three months ended Six months ended June 30, June 30, 2022 2021 2022 2021 Numerator Net loss $ (26,437 ) $ (57,472 ) $ (43,988 ) $ (65,714 ) Dilutive net loss $ (26,437 ) $ (57,472 ) $ (43,988 ) $ (65,811 ) Denominator Weighted average common shares outstanding 82,284,005 81,981,428 82,261,079 81,121,795 Weighted average diluted shares outstanding 82,284,005 81,981,428 82,261,079 81,258,427 Loss per share Basic $ (0.32 ) $ (0.70 ) $ (0.53 ) $ (0.81 ) Diluted $ (0.32 ) $ (0.70 ) $ (0.53 ) $ (0.81 )
Schedule of the anti-dilutive shares (in thousands) excluded from diluted loss per share calculation	Three months ended Six months ended June 30, June 30, 2022 2021 2022 2021 Warrants 115 75 115 189 Stock options 1,624 445 1,601 408 Restricted stock awards 163 25 175 - Total 1,902 545 1,891 597

The Company (Details)

The Company (Details) - USD ($) $ in Millions		6 Months Ended
	Sep. 28, 2021	Jun. 30, 2022	May 14, 2021
The Company (Details) [Line Items]
Variable interest description		the Company’s variable interest entity (“VIE”), owns a building located on Alondra Blvd., Paramount, California (“Alondra Building”), which is leased by Ittella International for 10 years from August 1, 2015 through August 1, 2025.
Ownership percentage		100%
Aggregate purchase price	$ 16.7
Mexico Food Distributors, Inc [Member]
The Company (Details) [Line Items]
Cash transaction			$ 34.1

Basis of Presentation and Sig_3

Basis of Presentation and Significant Accounting Policies (Details) - USD ($)	1 Months Ended	3 Months Ended		6 Months Ended		12 Months Ended
	Apr. 30, 2022	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021
Basis of Presentation and Significant Accounting Policies (Details) [Line Items]
Sales and marketing expenses (in Dollars)		$ 12,300,000	$ 8,200,000	$ 24,900,000	$ 14,800,000
Operating lease facility	10 years
Operating lease ROU asset (in Dollars)	$ 9,500,000
Operating lease liabilities (in Dollars)	$ 9,400,000
Cost of goods sold percentage				10%
Percentage of revenue		68%	78%	61%	84%
Revenue period percentage				10%
Accounts receivable percentage				10%		10%
Customer [Member]
Basis of Presentation and Significant Accounting Policies (Details) [Line Items]
Revenue period percentage				10%

Basis of Presentation and Sig_4

Basis of Presentation and Significant Accounting Policies (Details) - Schedule of customers accounted revenue	3 Months Ended			6 Months Ended				12 Months Ended
	Jun. 30, 2022	Jun. 30, 2021		Jun. 30, 2022		Jun. 30, 2021		Dec. 31, 2021
Customer A [Member]
Concentration Risk [Line Items]
Concentration risk, percentage	32%	37%		34%		38%
Customer A [Member] | Accounts Receivable [Member]
Concentration Risk [Line Items]
Concentration risk, percentage				17%				13%
Customer B [Member]
Concentration Risk [Line Items]
Concentration risk, percentage	11%	12%			[1]	11%
Customer C [Member]
Concentration Risk [Line Items]
Concentration risk, percentage	13%	29%		17%		35%
Customer C [Member] | Accounts Receivable [Member]
Concentration Risk [Line Items]
Concentration risk, percentage				31%				38%
Customer D [Member]
Concentration Risk [Line Items]
Concentration risk, percentage	12%		[1]	10%			[1]
Customer D [Member] | Accounts Receivable [Member]
Concentration Risk [Line Items]
Concentration risk, percentage				12%				12%
[1] Customer accounted for less than 10% of revenue in the period.

Recently Issued Accounting Pr_2

Recently Issued Accounting Pronouncements (Details) $ in Millions	Jan. 01, 2021 USD ($)
Accounting Standards Update and Change in Accounting Principle [Abstract]
Total assets	$ 4.2
Total liabilities	$ 4.2

Revenue Recognition (Details) -

Revenue Recognition (Details) - Schedule of revenue streams - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Revenue Recognition (Details) - Schedule of revenue streams [Line Items]
Revenue	$ 58,110	$ 50,270	$ 130,174	$ 102,739
Tattooed Chef [Member]
Revenue Recognition (Details) - Schedule of revenue streams [Line Items]
Revenue	$ 33,918	$ 32,798	$ 77,373	$ 68,640
Revenue percentage	58%	65%	60%	67%
Private Label [Member]
Revenue Recognition (Details) - Schedule of revenue streams [Line Items]
Revenue	$ 20,972	$ 17,136	$ 46,096	$ 33,448
Revenue percentage	36%	34%	35%	32%
Other revenues [Member]
Revenue Recognition (Details) - Schedule of revenue streams [Line Items]
Revenue	$ 3,220	$ 336	$ 6,705	$ 651
Revenue percentage	6%	1%	5%	1%

Accounts Receivable, Net (Detai

Accounts Receivable, Net (Details) - USD ($) $ in Millions	Jun. 30, 2022	Dec. 31, 2021
Payables and Accruals [Abstract]
Doubtful receivables	$ 0.1	$ 0
Promotional programs allowance	1.2	4.1
Product demonstration accrual	$ 1.4	$ 1.5

Inventory (Details) - Schedule

Inventory (Details) - Schedule of inventory - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Schedule of inventory [Abstract]
Raw materials	$ 27,699	$ 22,724
Work-in-process	7,083	5,545
Finished goods	23,240	22,756
Packaging	4,600	3,537
Total inventory	$ 62,622	$ 54,562

Property, Plant, and Equipmen_2

Property, Plant, and Equipment (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 1.5	$ 0.9	$ 3	$ 1.4

Property, Plant, and Equipmen_3

Property, Plant, and Equipment (Details) - Schedule of property, plant and equipment - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 67,180	$ 53,519
Less: accumulated depreciation	(9,493)	(7,043)
Net	57,687	46,476
Land [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	680	738
Buildings [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	4,822	4,766
Leasehold improvements [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	5,299	5,336
Machinery and equipment [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	34,344	33,975
Computer equipment [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	541	549
Furniture and fixtures [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	182	169
Construction in progress [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 21,312	$ 7,986

Business Combinations (Details)

Business Combinations (Details) - USD ($) $ / shares in Units, $ in Thousands		1 Months Ended	3 Months Ended	6 Months Ended	12 Months Ended
	May 14, 2021	Dec. 21, 2021	Jun. 30, 2021	Jun. 30, 2021	Dec. 31, 2021	Jun. 30, 2022	May 11, 2022
New Mexico Food Distributors, Inc. [Member]
Business Combinations (Details) [Line Items]
Contribution of revenue			$ 4,300	$ 4,300
Transaction Costs			$ 500	$ 500
Additional paid						$ 42,000
Belmont Acquisition [Member]
Business Combinations (Details) [Line Items]
Assumed as goodwill		$ 8,700
Purchase price adjustment							$ 300
Total purchase price decreased							$ 300
Business Combination [Member] | New Mexico Food Distributors, Inc. [Member]
Business Combinations (Details) [Line Items]
Total purchase price of NMFD	$ 28,900
Total purchase price of Karsten	$ 5,200
Statutory life term	15 years
Goodwill	$ 18,000
Payoff of the lease	1
IRB asset	2,900
Fair value of the ROU asset	5,700
ROU assets	5,700
Note payable assumed	$ 2,900
Business Combination [Member] | Belmont Acquisition [Member]
Business Combinations (Details) [Line Items]
Purchase price amount		16,700
Purchase price amount paid by issuing common stock		$ 4,000
Shares issued (in Shares)		241,546
Common stock per share (in Dollars per share)		$ 16.9
Acquisition, transaction costs					$ 200
Belmont Acquisition [Member]
Business Combinations (Details) [Line Items]
Statutory life term		15 years

Business Combinations (Detail_2

Business Combinations (Details) - Schedule of fair value of assets acquired and liabilities - NMFD Transaction [Member] $ in Thousands	6 Months Ended
	Jun. 30, 2022 USD ($)
Business Combinations (Details) - Schedule of fair value of assets acquired and liabilities [Line Items]
Purchase consideration, net of cash acquired	$ 33,988
Assets acquired and liabilities assumed
Accounts receivable	3,567
Inventory	2,270
Prepaid expenses and other current assets	122
Operating lease, ROU asset	207
Property, plant and equipment	9,819
Finance lease, ROU assets	5,749	[1]
Other noncurrent assets	29
Intangible assets – tradenames	220
Accounts payable	(2,834)
Accrued expenses	(78)
Operating lease liability	(207)
Note payable	(2,917)	[1]
Goodwill	18,041
Total assets acquired and liabilities assumed	$ 33,988
[1] In December 2015 (prior to the NMFD Transaction), NMFD and Karsten entered into an agreement to purchase an industrial revenue bond (“IRB”) issued by Bernalillo County, New Mexico (“Bernalillo”) to be used to finance the costs of the construction, renovation and equipment of the manufacturing plant used by NMFD and Karsten and, concurrently, assigned ownership of the manufacturing plant including building and land (“Property”) to Bernalillo as consideration for the purchase of the IRB, as well as entered into a lease agreement to lease the Property from Bernalillo (“Lease”). The Lease provides NMFD the option to purchase the Property for $1 following the payoff of the Lease. The sale of the Property to Bernalillo and concurrent leaseback of the Property in December 2015 did not meet the sale-leaseback accounting requirements as a result of NMFD’s and Karsten’s continuous involvement with the Property and thus, the IRB was not recorded as a sale but as a financing obligation, with the Property remaining on NMFD’s financial statements. The Lease and the IRB have the same counterparty, therefore a right of offset exists so long as NMFD continues to make rent payments under the terms of the Lease.

Business Combinations (Detail_3

Business Combinations (Details) - Schedule of preliminary fair value of assets acquired and liabilities - Belmont Acquisition [Member] $ in Thousands	6 Months Ended
	Jun. 30, 2022 USD ($)
Business Combinations (Details) - Schedule of preliminary fair value of assets acquired and liabilities [Line Items]
Cash consideration	$ 12,739
Equity consideration – common stock	4,000
Total purchase consideration	16,739
Assets acquired and liabilities assumed
Accounts receivable	1,630
Inventory	4,130
Prepaid expenses and other current assets	38
Operating lease ROU asset	870
Property, plant and equipment	6,477
Accounts payable	(3,477)
Accrued expenses	(723)
Operating lease liability	(870)
Goodwill	8,664
Total assets acquired and liabilities assumed	$ 16,739

Business Combinations (Detail_4

Business Combinations (Details) - Schedule of pro forma financial information - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Schedule of pro forma financial information [Abstract]
Net revenue	$ 58,110	$ 62,729	$ 130,174	$ 131,703
Net loss	$ (26,437)	$ (53,935)	$ (43,988)	$ (62,433)
Net loss per share
Basic	$ (0.32)	$ (0.66)	$ (0.53)	$ (0.77)
Diluted	$ (0.32)	$ (0.66)	$ (0.53)	$ (0.77)

Intangible Assets, Net and Go_3

Intangible Assets, Net and Goodwill (Details) - Schedule of Intangible assets - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Schedule of Intangible assets [Abstract]
Amortizable tradenames	$ 220	$ 220
Less: accumulated amortization	(124)	(69)
Intangible assets, net	$ 96	$ 151

Intangible Assets, Net and Go_4

Intangible Assets, Net and Goodwill (Details) - Schedule of estimated future amortization expense for the definite-lived intangible assets - Definite-lived intangible assets [Member] $ in Thousands	Jun. 30, 2022 USD ($)
Intangible Assets, Net and Goodwill (Details) - Schedule of estimated future amortization expense for the definite-lived intangible assets [Line Items]
Six months ending December 31, 2022	$ 55
2023	41
Total	$ 96

Intangible Assets, Net and Go_5

Intangible Assets, Net and Goodwill (Details) - Schedule of change in the carrying amount of goodwill $ in Thousands	6 Months Ended
	Jun. 30, 2022 USD ($)
Schedule of change in the carrying amount of goodwill [Abstract]
Balance as of January 1, 2022	$ 26,924
Measurement period adjustment (change in consideration) (see Note 8 Business Combinations)	(219)
Balance as of June 30, 2022	$ 26,705

Derivative Instruments (Details

Derivative Instruments (Details) € in Millions, $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2022 USD ($)	Jun. 30, 2021 USD ($)	Jun. 30, 2022 USD ($)	Jun. 30, 2022 EUR (€)	Jun. 30, 2021 USD ($)	Jun. 30, 2021 EUR (€)	Dec. 31, 2021 USD ($)
Derivative Instruments [Abstract]
Foreign currency exchange forward contracts entered			$ 22.3	€ 19.9	$ 44.2	€ 36.4
Foreign currency exchange realized and unrealized	$ 2	$ (1)	3.1		$ 2
Outstanding derivatives	$ 41.5		$ 41.5				$ 43.5

Derivative Instruments (Detai_2

Derivative Instruments (Details) - Schedule of derivative instruments - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Derivatives not designated as hedging instruments:
Total	$ 2,988	$ 1,804
Forward contract derivative liability [Member]
Derivatives not designated as hedging instruments:
Foreign currency derivatives	$ 2,988	$ 1,804

Derivative Instruments (Detai_3

Derivative Instruments (Details) - Schedule of operations and comprehensive loss - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Derivatives not designated as hedging instruments:
Total	$ (2,049)	$ 1,023	$ (3,072)	$ (1,978)
Other income (expense) [Member]
Derivatives not designated as hedging instruments:
Foreign currency derivatives	$ (2,049)	$ 1,023	$ (3,072)	$ (1,978)

Fair Value Measurements (Detail

Fair Value Measurements (Details) - USD ($) $ / shares in Units, $ in Millions		3 Months Ended	6 Months Ended
	Dec. 31, 2021	Jun. 30, 2022	Jun. 30, 2022
Fair Value Measurements (Details) [Line Items]
Exercise price			$ 11.5
Private placement warrants were settled		0	0
Fair value of the warrant liabilities		$ 0.5	$ 0.7
Warrant per share			$ 1.26
Historical dividend rate			0%
Aggregate value	$ 0.8		$ 0.1
Private Placement Warrants [Member]
Fair Value Measurements (Details) [Line Items]
Warrant per share	$ 7.07		$ 1.26
Outstanding warrants	115,160		115,160

Fair Value Measurements (Deta_2

Fair Value Measurements (Details) - Schedule of fair value measurement of the private placement warrants - Warrant [Member] - $ / shares	6 Months Ended	12 Months Ended
	Jun. 30, 2022	Dec. 31, 2021
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Risk-free interest rate	2.99%	1.08%
Expected term (years)	3 years 3 months 18 days	3 years 9 months 14 days
Expected volatility	50%	45%
Exercise price	$ 11.5	$ 11.5
Fair value per Unit	$ 1.26	$ 7.07

Fair Value Measurements (Deta_3

Fair Value Measurements (Details) - Schedule of changes in the fair value of warrant liabilities - USD ($) $ in Thousands		6 Months Ended
		Jun. 30, 2022	Jun. 30, 2021
Schedule of changes in the fair value of warrant liabilities [Abstract]
Fair value. beginning		$ 814	$ 5,184
Exercise of Private Placement Warrants			(3,020)
Change in fair value	[1]	(668)	51
Fair value, ending		$ 146	$ 2,215
[1] Changes in fair value are recognized in change in fair value of warrant liabilities in the condensed consolidated statements of operations and comprehensive loss.

Accrued Expenses (Details) - Sc

Accrued Expenses (Details) - Schedule of accrued expenses - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2022	Dec. 31, 2021
Schedule of accrued expenses [Abstract]
Accrued product demonstration	$ 1,377	$ 1,471
Accrued payroll	3,312	1,600
Accrued commission	1,065	607
Other accrued expenses	771	89
Total	$ 6,525	$ 3,767

Income Taxes (Details) - Schedu

Income Taxes (Details) - Schedule of presents the provision for income taxes and the effective tax rate - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Schedule of presents the provision for income taxes and the effective tax rate [Abstract]
Income tax expense	$ 455	$ 50,009	$ 711	$ 48,534
Effective tax rate	(2.00%)	(670.00%)	(2.00%)	(283.00%)

Indebtedness (Details)

Indebtedness (Details) € in Millions, $ in Millions		6 Months Ended	12 Months Ended
	May 31, 2021 USD ($)	Jun. 30, 2022 USD ($)	Dec. 31, 2021 USD ($)	Jun. 30, 2022 EUR (€)	Apr. 30, 2022 EUR (€)	Sep. 30, 2021 EUR (€)	May 31, 2021 EUR (€)	Mar. 31, 2021 EUR (€)	Jan. 06, 2020 USD ($)
Indebtedness (Details) [Line Items]
Loan amount		$ 0.5		€ 0.5	€ 1		€ 1
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) $10.0 million; or (iii) 50% of the aggregate amount of revolving loans outstanding, minus (c) the sum of all reserves. Under the Credit Facility amended and effected on June 30, 2022, the fixed charge coverage ratio was replaced by liquidity requirement. The Company is required to maintain minimum liquidity of not less than $10.0 million. Not less often than monthly (or weekly during a trigger period), the Company shall furnish to lender a borrowing base certificate as of the close of business on the last business day of such week. Trigger period means the period following any date on which (a) an event of default has occurred, or (b) the Company’s liquidity is less than $20.0 million. As of June 30, 2022, the Company was compliance with all of the financial covenants under the Credit Facility.
Line of credit, description		The Credit Facility bears interest at an annual rate equal to the sum of the Daily Adjusting Term SOFR Rate in effect from time to time plus 3.00%. “Daily Adjusting Term SOFR Rate” means, for any day, the rate per annum equal to the Term SOFR. The Daily Adjusting Term SOFR Rate shall be adjusted on a daily basis; provided that, if such rate is not published on such determination date then the rate will be the Term SOFR Rate on the first business day immediately prior thereto. The actual interest rates on outstanding borrowings were at 5.75% and 4.25% as of June 30, 2022 and December 31, 2021, respectively.
Balance on the credit facility		$ 0.5	$ 0	€ 0.5
Borrowing credit facility		25
Credit issuance		0.6
Letter of credit subfacility amount		$ 1
Line of credit fee percentage		1%
Letter of credit subfacility as a security deposit		$ 0.6
Balance on the credit facility description		The balance on the credit facility was 0.6 million Euros ($0.6 million USD) and 0.6 million Euros ($0.7 million USD) as of June 30, 2022, and December 31, 2021, respectively.
Maturity date	May 28, 2025	Apr. 07, 2026
Accrued interest, percentage		1.014%		1.014%
Balance on promissory note		$ 1	1	€ 0.9
Long term liability | €				€ 0.9
Promissory note payable									$ 2.1
Balance amount			1.9
Fixed charge coverage ratio, description		As of June 30, 2022, the VIE was not in compliance with the fixed charge coverage ratio and the full balance of the note was classified as a current liability. Commencing with the fiscal quarter ending September 30, 2022, the VIE should meet a minimum fixed charge coverage ratio of 1.20 to 1.00.
Notes payable [Member]
Indebtedness (Details) [Line Items]
Notes payable	$ 2.9	$ 2.8	2.8
Note payable bears interest		3.80%		3.80%
Maturity date		Jan. 31, 2035
Accrued interest, percentage									3.60%
Balance amount		$ 1.9
May 2021 [Member]
Indebtedness (Details) [Line Items]
Balance on promissory note | €				€ 0.8
Ittella Italy [Member]
Indebtedness (Details) [Line Items]
Loan amount | €						€ 1.4
Balance on the credit facility			$ 0.9	€ 0.8
Credit facility bears one time commission fee		0.40%
Credit facility bears one time interest			0.85%
Accrued interest, percentage		1.90%		1.90%
Balance on promissory note			$ 0.8	€ 1
Long term liability		$ 0.9
Revolving Credit Facility [Member]
Indebtedness (Details) [Line Items]
Loan amount		$ 25
Revolving Credit Facility [Member] | Ittella Italy [Member]
Indebtedness (Details) [Line Items]
Loan amount | €								€ 0.6
Credit facility bears one time commission fee		0.40%
Credit facility bears one time interest		1.50%		1.50%

Indebtedness (Details) - Schedu

Indebtedness (Details) - Schedule of debt - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Total debt	$ 7,970	$ 6,935
Less current debt	(6,538)	(6,219)
Total long-term debt	1,432	716
Notes payable [Member]
Debt Instrument [Line Items]
Total debt	6,460	5,735
Revolving credit facilities [Member]
Debt Instrument [Line Items]
Total debt	$ 1,510	$ 1,200

Indebtedness (Details) - Sche_2

Indebtedness (Details) - Schedule of future minimum principal payments due on the notes payable - Notes payable to related parties [Member] $ in Thousands	Jun. 30, 2022 USD ($)
Indebtedness (Details) - Schedule of future minimum principal payments due on the notes payable [Line Items]
Six months ending December 31, 2022	$ 6,230
2023	586
2024	563
2025	437
2026	154
Total	$ 7,970

Stockholders' Equity (Details)

Stockholders' Equity (Details) - $ / shares	6 Months Ended
	Jun. 30, 2022	Dec. 31, 2021	Aug. 31, 2018
Stockholders' Equity (Details) [Line Items]
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, share issued
Preferred stock, share outstanding
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	82,459,803	82,237,813
Common stock, shares outstanding	82,459,803	82,237,813
Redemption of warrants, description	Once the Public Warrants became exercisable, the Company was able to 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 equaled or exceeded $18.00 per share for any 20 trading days within a 30-trading day period ending three business days before the Company sent the notice of redemption to the holder.
Preferred Stock [Member]
Stockholders' Equity (Details) [Line Items]
Preferred stock, shares authorized	10,000,000
Preferred stock, par value (in Dollars per share)	$ 0.0001
Common Stock [Member]
Stockholders' Equity (Details) [Line Items]
Common stock, shares authorized		1,000,000,000
Common stock, par value (in Dollars per share)		$ 0.0001
Common stock, shares issued	82,459,803	82,237,813
Common stock, shares outstanding	82,459,803	82,237,813
Warrant [Member]
Stockholders' Equity (Details) [Line Items]
Warrants price per share (in Dollars per share)	$ 11.5
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 Forum’s 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, (z) the redemption date, subject to any applicable conditions as set forth in the warrant agreement governing the Warrants. 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.
Public Warrants [Member]
Stockholders' Equity (Details) [Line Items]
Public warrants issued			20,000,000
Share issued price per share (in Dollars per share)			$ 10
Private Placement Warrants [Member]
Stockholders' Equity (Details) [Line Items]
Private warrants issued			655,000

Stockholders' Equity (Details)

Stockholders' Equity (Details) - Schedule of warrant activity - shares	3 Months Ended	6 Months Ended	12 Months Ended
	Dec. 31, 2020	Jun. 30, 2022	Dec. 31, 2021
Schedule of warrant activity [Abstract]
Public Warrants, Issued and outstanding, Beginning	20,000,000		14,459,684
Private Placement Warrants, Issued and outstanding, Beginning	655,000	115,160	407,577
Public Warrants, Exercised	(5,540,316)		(14,459,684)
Private Placement Warrants, Exercised	(247,423)		(292,417)
Public Warrants, Redeemed
Private Placement Warrants, Redeemed
Public Warrants, Issued and outstanding, Ending	14,459,684
Private Placement Warrants, Issued and outstanding, Ending	407,577	115,160	115,160

Equity Incentive Plan (Details)

Equity Incentive Plan (Details) - USD ($) shares in Thousands, $ in Thousands		3 Months Ended		6 Months Ended
	Oct. 15, 2020	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Equity Incentive Plan (Details) [Line Items]
Common shares (in Shares)	5,200,000
Aggregate stock compensation expense related to stock options		$ 800	$ 600	$ 1,700	$ 1,100
Fair value granted stock options		0	1,700	200	1,700
Aggregate stock compensation expense related to restricted stock		600	(300)	1,000	2,400
Fair value of granted restricted stock		$ 200	$ 200	3,400	$ 2,400
Unrecognized compensation cost related to restricted stock				$ 2,300
Stock options [Member]
Equity Incentive Plan (Details) [Line Items]
Fair value percentage				100%
Grant date				10 years
Stock-based compensation expenses to be recognized				$ 6,000
Weighted average period term				3 years
Nonemployee Director [Member]
Equity Incentive Plan (Details) [Line Items]
Total value	$ 100
Total value to non-employee director-chairperson	$ 125

Equity Incentive Plan (Detail_2

Equity Incentive Plan (Details) - Schedule of summarizes the share-based activity - Stock Options [Member]	6 Months Ended
	Jun. 30, 2022 USD ($) $ / shares shares	Jun. 30, 2021 USD ($) $ / shares shares
Equity Incentive Plan (Details) - Schedule of summarizes the share-based activity [Line Items]
Number of Awards Outstanding, Beginning Balance | shares	1,593,800	756,300
Weighted Average Exercise Price, Beginning Balance | $ / shares	$ 21.3	$ 24.69
Weighted Average Remaining Contractual Terms (Years), Beginning Balance	9 years 3 months 3 days	9 years 11 months 23 days
Intrinsic Value, Beginning Balance | $
Number of Awards Outstanding, Cancelled and forfeited | shares	(30,000)	(3,000)
Weighted Average Exercise Price, Cancelled and forfeited | $ / shares	$ 19.72	$ 24.69
Weighted Average Remaining Contractual Terms (Years), Cancelled and forfeited
Intrinsic Value, Cancelled and forfeited | $
Number of Awards Outstanding, Exercised | shares
Weighted Average Exercise Price, Exercised | $ / shares
Weighted Average Remaining Contractual Terms (Years), Exercised
Intrinsic Value, Exercised | $
Number of Awards Outstanding, Ending Balance | shares	1,608,800	1,023,300
Weighted Average Exercise Price, Ending Balance | $ / shares	$ 21.1	$ 22.88
Weighted Average Remaining Contractual Terms (Years), Ending Balance	8 years 9 months 10 days	9 years 6 months 25 days
Intrinsic Value, Ending Balance | $
Number of Awards Outstanding, Exercisable | shares	426,267
Weighted Average Exercise Price, Exercisable | $ / shares	$ 21.69
Weighted Average Remaining Contractual Terms (Years), Exercisable	8 years 8 months 4 days
Intrinsic Value, Exercisable | $
01/01/2022 - 03/31/2022 [Member]
Equity Incentive Plan (Details) - Schedule of summarizes the share-based activity [Line Items]
Number of Awards Outstanding, Granted | shares	45,000
Weighted Average Exercise Price, Granted | $ / shares	$ 13.06
Weighted Average Remaining Contractual Terms (Years) Granted
Intrinsic Value, Granted | $
04/01/2022 - 06/30/2022 [Member]
Equity Incentive Plan (Details) - Schedule of summarizes the share-based activity [Line Items]
Number of Awards Outstanding, Granted | shares
Weighted Average Exercise Price, Granted | $ / shares
Weighted Average Remaining Contractual Terms (Years) Granted
Intrinsic Value, Granted | $
01/01/2021 - 03/31/2021 [Member]
Equity Incentive Plan (Details) - Schedule of summarizes the share-based activity [Line Items]
Number of Awards Outstanding, Granted | shares
Weighted Average Exercise Price, Granted | $ / shares
Weighted Average Remaining Contractual Terms (Years) Granted
Intrinsic Value, Granted | $
04/01/2021 - 06/30/2021 [Member]
Equity Incentive Plan (Details) - Schedule of summarizes the share-based activity [Line Items]
Number of Awards Outstanding, Granted | shares		270,000
Weighted Average Exercise Price, Granted | $ / shares		$ 17.82
Weighted Average Remaining Contractual Terms (Years) Granted
Intrinsic Value, Granted | $

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	6 Months Ended
	Jun. 30, 2022	Jun. 30, 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	32.37%	33.93%
Risk-free interest rate	2.50%	1.27%
Expected term (in years)	6 years	6 years
Expected dividend

Equity Incentive Plan (Detail_4

Equity Incentive Plan (Details) - Schedule of restricted stock activity under the plan - $ / shares	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
Non-Employee Director Awards [Member]
Equity Incentive Plan (Details) - Schedule of restricted stock activity under the plan [Line Items]
Balance, Number of Shares
Balance, Weighted- Average Fair Value
Vested, Number of Shares	(18,162)	(15,216)
Vested, Weighted- Average Fair Value	$ 12.25	$ 18.93
Forfeited, Number of Shares
Forfeited, Weighted- Average Fair Value
Non-vested restricted stock, Number of Shares
Non-vested restricted, Weighted- Average Fair Value
Employee Awards [Member]
Equity Incentive Plan (Details) - Schedule of restricted stock activity under the plan [Line Items]
Balance, Number of Shares		400,000
Balance, Weighted- Average Fair Value		$ 24.28
Vested, Number of Shares	(3,828)	(4,916)
Vested, Weighted- Average Fair Value	$ 13.06	$ 24.28
Forfeited, Number of Shares		(425,500)
Forfeited, Weighted- Average Fair Value		$ 24.62
Non-vested restricted stock, Number of Shares
Non-vested restricted, Weighted- Average Fair Value
Consultant (Non-Employee) Awards [Member]
Equity Incentive Plan (Details) - Schedule of restricted stock activity under the plan [Line Items]
Balance, Number of Shares		100,000
Balance, Weighted- Average Fair Value		$ 24.69
Vested, Number of Shares	(50,000)	(110,000)
Vested, Weighted- Average Fair Value	$ 15.54	$ 18.89
Forfeited, Number of Shares		(100,000)
Forfeited, Weighted- Average Fair Value		$ 24.69
Non-vested restricted stock, Number of Shares	150,000
Non-vested restricted, Weighted- Average Fair Value	$ 15.54
01/01/2022 - 03/31/2022 [Member] | Non-Employee Director Awards [Member]
Equity Incentive Plan (Details) - Schedule of restricted stock activity under the plan [Line Items]
Granted, Number of Shares
Granted, Weighted- Average Fair Value
01/01/2022 - 03/31/2022 [Member] | Employee Awards [Member]
Equity Incentive Plan (Details) - Schedule of restricted stock activity under the plan [Line Items]
Granted, Number of Shares	3,828
Granted, Weighted- Average Fair Value	$ 13.06
01/01/2022 - 03/31/2022 [Member] | Consultant (Non-Employee) Awards [Member]
Equity Incentive Plan (Details) - Schedule of restricted stock activity under the plan [Line Items]
Granted, Number of Shares	200,000
Granted, Weighted- Average Fair Value	$ 15.54
04/01/2022 - 06/30/2022 [Member] | Non-Employee Director Awards [Member]
Equity Incentive Plan (Details) - Schedule of restricted stock activity under the plan [Line Items]
Granted, Number of Shares	18,162
Granted, Weighted- Average Fair Value	$ 12.25
04/01/2022 - 06/30/2022 [Member] | Employee Awards [Member]
Equity Incentive Plan (Details) - Schedule of restricted stock activity under the plan [Line Items]
Granted, Number of Shares
Granted, Weighted- Average Fair Value
04/01/2022 - 06/30/2022 [Member] | Consultant (Non-Employee) Awards [Member]
Equity Incentive Plan (Details) - Schedule of restricted stock activity under the plan [Line Items]
Granted, Number of Shares
Granted, Weighted- Average Fair Value
01/01/2021 - 03/31/2021 [Member] | Non-Employee Director Awards [Member]
Equity Incentive Plan (Details) - Schedule of restricted stock activity under the plan [Line Items]
Granted, Number of Shares		15,216
Granted, Weighted- Average Fair Value		$ 18.93
01/01/2021 - 03/31/2021 [Member] | Employee Awards [Member]
Equity Incentive Plan (Details) - Schedule of restricted stock activity under the plan [Line Items]
Granted, Number of Shares		30,416
Granted, Weighted- Average Fair Value		$ 23.65
01/01/2021 - 03/31/2021 [Member] | Consultant (Non-Employee) Awards [Member]
Equity Incentive Plan (Details) - Schedule of restricted stock activity under the plan [Line Items]
Granted, Number of Shares		100,000
Granted, Weighted- Average Fair Value		$ 18.96
04/01/2021 - 06/30/2021 [Member] | Non-Employee Director Awards [Member]
Equity Incentive Plan (Details) - Schedule of restricted stock activity under the plan [Line Items]
Granted, Number of Shares
Granted, Weighted- Average Fair Value
04/01/2021 - 06/30/2021 [Member] | Employee Awards [Member]
Equity Incentive Plan (Details) - Schedule of restricted stock activity under the plan [Line Items]
Granted, Number of Shares
Granted, Weighted- Average Fair Value
04/01/2021 - 06/30/2021 [Member] | Consultant (Non-Employee) Awards [Member]
Equity Incentive Plan (Details) - Schedule of restricted stock activity under the plan [Line Items]
Granted, Number of Shares		10,000
Granted, Weighted- Average Fair Value		$ 18.15

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Related Party Transactions (Details) [Line Items]
Rent paid	$ 40,000	$ 50,000	$ 80,000	$ 80,000
Amount paid	100,000		200,000
Deluna Properties Inc [Member]
Related Party Transactions (Details) [Line Items]
Operating lease right of use asset	2,000,000		2,000,000
Operating lease liabilities	2,100,000		2,100,000
Penhurst Realty LLC[Member]
Related Party Transactions (Details) [Line Items]
Rent paid	60,000		120,000
Operating lease right of use asset	600,000		600,000
Operating lease liabilities	$ 600,000		$ 600,000

Commitments and Contingencies (

Commitments and Contingencies (Details) € in Thousands	6 Months Ended
	Jun. 30, 2022 EUR (€)
Commitments and Contingencies Disclosure [Abstract]
Defendants	€ 1,870

Consolidated Variable Interes_2

Consolidated Variable Interest Entity (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Consolidated Variable Interest Entity (Details) [Line Items]
Lease term, description			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.
Revenue percentage	100%	100%	100%	100%
Lease income	$ 100,000	$ 100,000	$ 200,000	$ 200,000
Contributed expenses	$ 50,000	$ 50,000	$ 100,000	$ 100,000
Alondra Building [Member]
Consolidated Variable Interest Entity (Details) [Line Items]
Loan agreement, percentage			100%

Loss Per Share (Details) - Sche

Loss Per Share (Details) - Schedule of basic and diluted loss per share - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Numerator
Net loss (in Dollars)	$ (26,437)	$ (57,472)	$ (43,988)	$ (65,714)
Dilutive net loss	(26,437)	(57,472)	(43,988)	(65,811)
Denominator
Weighted average common shares outstanding	82,284,005	81,981,428	82,261,079	81,121,795
Weighted average diluted shares outstanding	82,284,005	81,981,428	82,261,079	81,258,427
Loss per share
Basic (in Dollars per share)	$ (0.32)	$ (0.7)	$ (0.53)	$ (0.81)
Diluted (in Dollars per share)	$ (0.32)	$ (0.7)	$ (0.53)	$ (0.81)

Loss Per Share (Details) - Sc_2

Loss Per Share (Details) - Schedule of the anti-dilutive shares (in thousands) excluded from diluted loss per share calculation - shares	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	1,902,000	545,000	1,891,000	597,000
Warrants [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	115,000	75,000	115,000	189,000
Stock options [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	1,624,000	445,000	1,601,000	408,000
Restricted stock awards [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	163,000	25,000	175,000

Subsequent Events (Details)

Subsequent Events (Details) - Subsequent Event [Member] $ in Millions	Aug. 05, 2022 USD ($)
Minimum [Member]
Subsequent Events (Details) [Line Items]
Credit facility	$ 25
Maximum [Member]
Subsequent Events (Details) [Line Items]
Credit facility	$ 40