Tattooed Chef (TTCFQ) 10-Q 16 Nov 22 2022 Q3 Quarterly report Financial data

Cover

Cover - shares	9 Months Ended
	Sep. 30, 2022	Nov. 11, 2022
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2022
Document Transition Report	false
Entity File Number	001-38615
Entity Registrant Name	TATTOOED CHEF, INC.
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
Trading Symbol	TTCF
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		83,658,357
Current Fiscal Year End Date	--12-31
Amendment Flag	false
Entity Central Index Key	0001741231
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q3

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets (unaudited) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
CURRENT ASSETS
Cash	$ 14,220	$ 92,351
Accounts receivable, net	24,036	25,117
Inventory	76,824	56,256
Prepaid expenses and other current assets	7,170	7,027
TOTAL CURRENT ASSETS	122,250	180,751
Property, plant and equipment, net	68,115	46,476
Operating lease right-of-use asset, net	19,883	8,039
Finance lease right-of-use asset, net	5,511	5,639
Intangible assets, net	1,735	151
Deferred income taxes, net	242	266
Goodwill	26,705	26,924
Other assets	254	649
TOTAL ASSETS	244,695	268,895
CURRENT LIABILITIES
Accounts payable	46,311	28,334
Accrued expenses	7,200	3,767
Line of credit	19,990	1,200
Notes payable, current portion	5,002	5,019
Forward contract derivative liability	4,556	1,804
Operating lease liabilities, current portion	2,446	1,523
Other current liabilities	356	122
TOTAL CURRENT LIABILITIES	85,861	41,769
Warrant liability	133	814
Operating lease liabilities, net of current portion	16,082	6,599
Notes payable, net of current portion	1,207	716
TOTAL LIABILITIES	103,283	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 September 30, 2022 and December 31, 2021	0	0
Common stock- $0.0001 par value; 1,000,000,000 shares authorized; 83,658,357 shares and 82,237,813 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively	8	8
Additional paid in capital	252,885	242,362
Accumulated other comprehensive loss	(2,304)	(953)
Accumulated deficit	(109,177)	(22,420)
TOTAL STOCKHOLDERS’ EQUITY	141,412	218,997
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$ 244,695	$ 268,895

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (unaudited) (Parentheticals) - $ / shares	Sep. 30, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, authorized (in shares)	10,000,000	10,000,000
Preferred stock, issued (in shares)	0	0
Preferred stock, outstanding (in shares)	0	0
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, authorized (in shares)	1,000,000,000	1,000,000,000
Common stock, issued (in shares)	83,658,357	82,237,813
Common stock, outstanding (in shares)	83,658,357	82,237,813

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations and Comprehensive Loss (unaudited) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Income Statement [Abstract]
NET REVENUE	$ 54,115	$ 57,976	$ 179,536	$ 155,651
COST OF GOODS SOLD	58,010	53,018	180,212	139,557
GROSS (LOSS) PROFIT	(3,895)	4,958	(676)	16,094
OPERATING EXPENSES	31,572	12,793	79,313	40,810
LOSS FROM OPERATIONS	(35,467)	(7,835)	(79,989)	(24,716)
Interest expense	(230)	(45)	(313)	(159)
Other expense, net	(2,810)	(588)	(5,755)	(2,536)
LOSS BEFORE INCOME TAX BENEFIT (EXPENSE)	(38,507)	(8,468)	(86,057)	(27,411)
INCOME TAX BENEFIT (EXPENSE)	11	255	(700)	(47,794)
NET LOSS	$ (38,496)	$ (8,213)	$ (86,757)	$ (75,205)
NET LOSS PER SHARE
Basic (in dollars per share)	$ (0.46)	$ (0.10)	$ (1.05)	$ (0.92)
Diluted (in dollars per share)	$ (0.46)	$ (0.10)	$ (1.05)	$ (0.93)
WEIGHTED AVERAGE COMMON SHARES
Basic (in shares)	82,794,581	81,957,170	82,440,867	81,404,348
Diluted (in shares)	82,794,581	82,011,216	82,440,867	81,548,673
OTHER COMPREHENSIVE LOSS, NET OF TAX
Foreign currency translation adjustments	$ (490)	$ (808)	$ (1,351)	$ (909)
COMPREHENSIVE LOSS	$ (38,986)	$ (9,021)	$ (88,108)	$ (76,114)

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Changes in Stockholders’ Equity (unaudited) - USD ($) $ in Thousands	Total	Common Stock	Treasury Shares	Additional Paid-In Capital	Accumulated Comprehensive Income (Loss)	Retained Earnings (Accumulated Deficit)
Beginning balance, common stock (in shares) at Dec. 31, 2020		71,551,067
Beginning balance, treasury stock (in shares) at Dec. 31, 2020			(81,087)
Beginning balance at Dec. 31, 2020	$ 233,302	$ 7		$ 168,448	$ 1	$ 64,846
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Foreign currency translation adjustment	109				109
Distribution	(308)					(308)
Stock-based compensation (in shares)		15,216
Stock-based compensation	3,185			3,185
Forfeiture of stock-based awards (in shares)		(95,084)
Forfeiture of stock-based awards	0
Cancellation of treasury shares (in shares)		(81,087)	81,087
Exercise of warrants (in shares)		10,010,087
Exercise of warrants	63,362	$ 1		63,361
Net loss	(7,629)					(7,629)
Ending balance, common stock (in shares) at Mar. 31, 2021		81,400,199
Ending balance, treasury stock (in shares) at Mar. 31, 2021			0
Ending balance at Mar. 31, 2021	292,021	$ 8		234,994	110	56,909
Beginning balance, common stock (in shares) at Dec. 31, 2020		71,551,067
Beginning balance, treasury stock (in shares) at Dec. 31, 2020			(81,087)
Beginning balance at Dec. 31, 2020	233,302	$ 7		168,448	1	64,846
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(75,205)
Ending balance, common stock (in shares) at Sep. 30, 2021		81,982,392
Ending balance, treasury stock (in shares) at Sep. 30, 2021			0
Ending balance at Sep. 30, 2021	225,680	$ 8		237,247	(908)	(10,667)
Beginning balance, common stock (in shares) at Mar. 31, 2021		81,400,199
Beginning balance, treasury stock (in shares) at Mar. 31, 2021			0
Beginning balance at Mar. 31, 2021	292,021	$ 8		234,994	110	56,909
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Foreign currency translation adjustment	(210)				(210)
Stock-based compensation (in shares)		835,000
Stock-based compensation	763			763
Forfeiture of stock-based awards (in shares)		(300,000)
Forfeiture of stock-based awards	(445)			(445)
Exercise of warrants (in shares)		3,469
Exercise of warrants	71			71
Net loss	(59,363)					(59,363)
Ending balance, common stock (in shares) at Jun. 30, 2021		81,938,668
Ending balance, treasury stock (in shares) at Jun. 30, 2021			0
Ending balance at Jun. 30, 2021	232,837	$ 8		235,383	(100)	(2,454)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Foreign currency translation adjustment	(808)				(808)
Stock-based compensation (in shares)		4,918
Stock-based compensation	842			842
Exercise of warrants (in shares)		38,806
Exercise of warrants	1,022			1,022
Net loss	(8,213)					(8,213)
Ending balance, common stock (in shares) at Sep. 30, 2021		81,982,392
Ending balance, treasury stock (in shares) at Sep. 30, 2021			0
Ending balance at Sep. 30, 2021	$ 225,680	$ 8		237,247	(908)	(10,667)
Beginning balance, common stock (in shares) at Dec. 31, 2021	82,237,813	82,237,813
Beginning balance at Dec. 31, 2021	$ 218,997	$ 8		242,362	(953)	(22,420)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Foreign currency translation adjustment	(430)				(430)
Stock-based compensation	1,287			1,287
Issuance of restricted stock awards (in shares)		203,828
Issuance of restricted stock awards	0
Net loss	(20,173)					(20,173)
Ending balance, common stock (in shares) at Mar. 31, 2022		82,441,641
Ending balance at Mar. 31, 2022	$ 199,681	$ 8		243,649	(1,383)	(42,593)
Beginning balance, common stock (in shares) at Dec. 31, 2021	82,237,813	82,237,813
Beginning balance at Dec. 31, 2021	$ 218,997	$ 8		242,362	(953)	(22,420)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	$ (86,757)
Ending balance, common stock (in shares) at Sep. 30, 2022	83,658,357	83,658,357
Ending balance at Sep. 30, 2022	$ 141,412	$ 8		252,885	(2,304)	(109,177)
Beginning balance, common stock (in shares) at Mar. 31, 2022		82,441,641
Beginning balance at Mar. 31, 2022	199,681	$ 8		243,649	(1,383)	(42,593)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Foreign currency translation adjustment	(431)				(431)
Stock-based compensation	1,415			1,415
Issuance of restricted stock awards (in shares)		18,162
Issuance of restricted stock awards	0
Net loss	(28,088)					(28,088)
Ending balance, common stock (in shares) at Jun. 30, 2022		82,459,803
Ending balance at Jun. 30, 2022	172,577	$ 8		245,064	(1,814)	(70,681)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Foreign currency translation adjustment	(490)				(490)
Stock-based compensation	7,821			7,821
Issuance of restricted stock awards (in shares)		1,198,554
Issuance of restricted stock awards	0
Net loss	$ (38,496)					(38,496)
Ending balance, common stock (in shares) at Sep. 30, 2022	83,658,357	83,658,357
Ending balance at Sep. 30, 2022	$ 141,412	$ 8		$ 252,885	$ (2,304)	$ (109,177)

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Cash Flows (unaudited) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (86,757)	$ (75,205)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	4,772	2,553
Bad debt expense	859	15
Accretion of debt financing costs	0	4
Unrealized foreign currency losses	1,526	0
Unrealized forward contract loss	2,751	2,342
Revaluation of warrant liability	(681)	(158)
Non-cash lease cost	256	59
Stock compensation expense	10,523	4,344
Deferred taxes, net	(14)	47,064
Changes in operating assets and liabilities:
Accounts receivable	130	(3,323)
Inventory	(21,761)	(3,600)
Prepaid expenses and other assets	(5)	(2,120)
Accounts payable	17,259	(6,554)
Accrued expenses	3,584	1,192
Other current liabilities	272	262
Net cash used in operating activities	(67,286)	(33,125)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property, plant and equipment	(26,924)	(13,048)
Acquisition of subsidiaries, net of cash acquired	0	(33,918)
Acquisition price change from working capital adjustment	219	0
Acquisition of intangible asset	(1,693)	0
Acquisition of below-market lease asset	(1,685)	0
Net cash used in investing activities	(30,083)	(46,966)
CASH FLOWS FROM FINANCING ACTIVITIES
Net borrowings on line of credit	31	3,295
Borrowings on line of credit	27,969	0
Repayments on line of credit	(9,057)	0
Repayments of notes payable to related parties	0	(59)
Borrowings of notes payable	1,080	1,168
Repayments of notes payable	(394)	(296)
Proceeds from the exercise of warrants	0	74,316
Payment of distributions	0	(308)
Net cash provided by financing activities	19,629	78,116
NET DECREASE IN CASH	(77,740)	(1,975)
EFFECT OF EXCHANGE RATE ON CASH	(391)	(128)
CASH AT BEGINNING OF PERIOD	92,351	131,579
CASH AT END OF PERIOD	14,220	129,476
Cash paid for:
Interest	222	145
Income taxes	405	759
Noncash investing and financing activities:
Capital expenditures included in accounts payable	$ 3,190	$ 1,049

The Company

The Company	9 Months Ended
	Sep. 30, 2022
Organization, Consolidation and Presentation of Financial Statements [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, LLC (“Ittella International”), a wholly owned subsidiary of Tattooed Chef, 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 and Asset Acquisitions . On September 28, 2021, Tattooed Chef formed BCI Acquisition, Inc. (“BCI”). On December 31, 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 and Asset Acquisitions .

Basis of Presentation and Signi

Basis of Presentation and Significant Accounting Policies	9 Months Ended
	Sep. 30, 2022
Accounting Policies [Abstract]
Basis of Presentation and Significant Accounting Policies	2. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES Basis of Consolidation. The condensed consolidated financial statements include the accounts of Tattooed Chef and its subsidiaries in which Tattooed Chef has a controlling interest directly or indirectly, and variable interest entities for which the Company is the primary beneficiary. All intercompany accounts and transactions have been eliminated in consolidation. Basis of Presentation. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Regulation S-X of the Securities and Exchange Commission (“SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2021 as filed with the SEC on November 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/A for the year ended December 31, 2021. The interim results for the three and nine months ended September 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. Restatement of Previously Issued Financial Statements Subsequent to the issuance of the condensed consolidated financial statements as of and for the quarter ended September 30, 2021, included in the Form 10-Q/A filed with the Securities and Exchange Commission (the “SEC”) on May 2, 2022, the following errors were identified: – The Company incorrectly recorded expenses for advertising placement by a marketing services firm on a straight-line basis over the life of the contract rather than when the services were actually rendered. As a result, marketing expenses were overstated by $0.5 million for the three months ended September 30, 2021 and understated by $2.0 million for the nine months ended September 30, 2021. – The Company incorrectly recorded expenses related to a multi-vendor mailer program with a customer as operating expenses rather than as a reduction of revenue. As a result, revenue was overstated by $0.04 million and $4.8 million for the three and nine months ended September 30, 2021, respectively. Operating expenses were overstated by $0.04 million and $4.8 million for the three and nine months ended September 30, 2021, respectively. – The Company incorrectly recorded certain payments to customers as promotional and bad debt expenses within operating expenses rather than a reduction of revenue. As a result, both revenue and operating expenses were overstated by $0.3 million and $0.6 million for the three and nine months ended September 30, 2021, respectively. – The Company identified errors related to the underlying data used in the inventory capitalization and inventory net realizable value assessment. As a result, cost of goods sold was understated by $0.2 million from inventory capitalization calculation net of $0.1 million from net realizable value write-downs for the three months ended September 30, 2021. Cost of goods sold was overstated by $0.5 million for the nine months ended September 30, 2021. – The income tax impact of the errors identified above resulted in a decrease of deferred tax assets by $0.7 million as of June 30, 2021 and the $0.7 million was fully reserved during the three months ended June 30, 2021 due to the Company established a full valuation allowance starting the second quarter of 2021. As a result, the income tax expense was decreased by $0 million and $0.5 million for the three months and nine months ended September 30, 2021, respectively. The table below sets forth the condensed consolidated financial statements, including as reported, and the impacts resulting from the restatement, and the as restated balances for the quarterly period ended September 30, 2021 (in thousands): ($ in thousands) Condensed Consolidated For the three months ended September 30, 2021 As Reported Adjustments As Restated NET REVENUE 58,355 (379) 57,976 COST OF GOODS SOLD 52,836 182 53,018 GROSS (LOSS) PROFIT 5,519 (561) 4,958 OPERATING EXPENSES 13,687 (894) 12,793 LOSS FROM OPERATIONS (8,168) 333 (7,835) LOSS BEFORE INCOME TAX BENEFIT (EXPENSE) (8,801) 333 (8,468) NET LOSS (8,546) 333 (8,213) COMPREHENSIVE LOSS (9,354) 333 (9,021) ($ in thousands except per share amounts) Condensed Consolidated For the nine months ended September 30, 2021 As Reported Adjustments As Restated NET REVENUE 161,094 (5,443) 155,651 COST OF GOODS SOLD 140,078 (521) 139,557 GROSS (LOSS) PROFIT 21,016 (4,922) 16,094 OPERATING EXPENSES 44,302 (3,492) 40,810 LOSS FROM OPERATIONS (23,286) (1,430) (24,716) LOSS BEFORE INCOME TAX BENEFIT (EXPENSE) (25,981) (1,430) (27,411) INCOME TAX BENEFIT (EXPENSE) (48,279) 485 (47,794) NET LOSS (74,260) (945) (75,205) NET LOSS PER SHARE Basic (0.91) (0.01) (0.92) Diluted (0.91) (0.02) (0.93) COMPREHENSIVE LOSS (75,169) (945) (76,114) ($ in thousands) Condensed Consolidated For the three months ended September 30, 2021 As Reported Adjustments As Restated Net loss in retained earnings (deficit) (8,546) 333 (8,213) Retained earnings (deficit) ending balance (10,970) 303 (10,667) Total stockholders’ equity ending balance 225,377 303 225,680 ($ in thousands) Condensed Consolidated For the nine months ended September 30, 2021 As Reported Adjustments As Restated CASH FLOWS FROM OPERATING ACTIVITIES Net loss (74,260) (945) (75,205) Adjustments to reconcile net loss to net cash from operating activities: Bad debt expense 539 (524) 15 Deferred taxes, net 47,549 (485) 47,064 Changes in operating assets and liabilities: Accounts receivable, net (3,847) 524 (3,323) Inventory (4,099) 499 (3,600) Prepaid expenses and other current assets (3,051) 931 (2,120) Use of Estimates. The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from these estimates. Significant Accounting Policies. There have been no material changes to the Company’s significant accounting policies from its Annual Report on Form 10-K/A for the fiscal year ended December 31, 2021. Sales and Marketing Expenses . The Company expenses costs associated with sales and marketing as incurred. Sales and marketing expenses were $10.8 million and $5.1 million for the three months ended September 30, 2022 and 2021, respectively, and $34.3 million and $17.6 million for the nine months ended September 30, 2022 and 2021, respectively. Sales and marketing expenses are included in operating expenses in the condensed consolidated statements of operations and comprehensive loss. Leases. In April 2022, the Company commenced one operating lease for a facility in Vernon, California, with 10 years initial term with option to extend two additional five-year terms. The Company determined the reasonably certain lease term was 10 years. Approximately $9.5 million of operating lease right of use ("ROU") asset and $9.4 million of operating lease liabilities were recognized on the Company’s consolidated balance sheet upon the commencement date. In connection with the asset acquisition from Desert Premium Group, LLC (“DPG”) in August 2022, see Note 8 Business Combinations and Asset Acquisitions, the Company assumed one operating lease for a facility in Albuquerque, New Mexico, for 2 years remaining lease term with option to extend two additional five-year terms. The Company determined the reasonably certain lease term was 7 years. Approximately $3.5 million of operating lease ROU asset ($1.7 million of the $3.5 million recognized value from below-market lease) and $1.8 million of operating lease liabilities were recognized on the Company's consolidated balance sheet upon the lease assumption date . Going Concern. As of September 30, 2022, the Company had total cash of $14.2 million and an accumulated deficit of $109.2 million. For the nine months ended September 30, 2022, the Company had a net loss of $86.8 million and net cash used in operating activities of $67.3 million. The Company has historically financed operations and capital expenditures through a combination of internally generated cash from operations, available cash on hand, the ability to draw on the line of credit, as well as the proceeds from the Reverse Recapitalization with Forum on October 15, 2020. The Company’s recent financial performance has been adversely impacted by the inflationary pressures on labor, freight and material costs, and its marketing expenditures on the Tattooed Chef brand investment to raise brand awareness, as well as a moderate impact from the conflict between Russia/Ukraine war. In addition, as disclosed in Note 14 Indebtedness, the Company expanded its primary line of credit (the “Credit Facility”) from $25.0 million to $40.0 million in August 2022. The Credit Facility contains a financial covenant that requires the Company to maintain a minimum negative $20.0 million of consolidated adjusted EBITDA for the trailing 1-quarter period ended September 30, 2022. The Company was not in compliance with the adjusted EBITDA minimum requirement as of the date these condensed consolidated financial statements were issued. Further, as disclosed in Note 14 Indebtedness, $2.7 million note payable under NMFD and $1.8 million note payable under Ittella Properties, were not in compliance with the financial covenant as of September 30, 2022. In order to alleviate these conditions and or events that may raise substantial doubt about the entities ability to continue as a going concern, management plans to continue to closely monitor its operating forecast and pursue additional sources of outside capital. If the Company is unable to (a) improve its operating results, (b) obtain additional outside capital on terms that are acceptable to the Company to fund the Company’s operations, and/or (c) secure a waiver or avoid forbearance from the lender if the Company is continually unable to remain in compliance with the financial covenants required by the Credit Facility, the Company will have to make significant changes to its operating plan, such as delay and reduce marketing expenditures, reduce investments in new products, reduce its capital expenditures, reduce its sale and distribution infrastructure, or otherwise significantly reduce the scope of its business. Moreover, if the Company fails to secure a waiver or avoid forbearance from the lender, the failure could accelerate the repayment of the outstanding borrowings under the Credit Facility or the exercise of other rights or remedies the lender may have under the loan documents and applicable law. While management believes the Company will be able to secure additional outside capital, no assurances can be provided that such capital will be obtained or on terms that are acceptable to the Company. Furthermore, given the inherent uncertainties associated with the Company’s growth strategy and as the Company is currently not in compliance with the financial covenants required by the Credit Facility, these uncertainties raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying interim condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and payments of liabilities in the ordinary course of business. Accordingly, the condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the classification of liabilities that may result should the Company be unable to continue as a going concern. Concentrations Ris k. The Company grants credit, generally without collateral, to customers primarily in the United States. Consequently, the Company is subject to potential credit risk related to changes in business and economic factors in this geographical area. No single external suppliers accounted for more than 10% of the Company’s cost of goods sold during the periods ended September 30, 2022 and 2021. As such, the Company is not subject to significant concentration risk on suppliers. Three customers accounted for 52% of the Company’s revenue during the three months ended September 30, 2022. Three customers accounted for more than 63% of the Company’s revenue during the three months ended September 30, 2021. Customer 2022 2021 Customer A 23 % 19 % Customer B 15 % 11 % Customer C * 33 % Customer D 14 % * ________________________________ * Customer accounted for less than 10% of revenue in the period. Four customers accounted for 64% of the Company’s revenue during the nine months ended September 30, 2022. Three customers accounted for more than 76% of the Company’s revenue during the nine months ended September 30, 2021. Customer 2022 2021 Customer A 29 % 29 % Customer B 10 % 11 % Customer C 14 % 36 % Customer D 11 % * *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 September 30, 2022 and December 31, 2021 were: Customer September 30, December 31, Customer A 16 % 13 % Customer C * 38 % Customer D * 12 % *Customer accounted for less than 10% of accounts receivable as of the date indicated. COVID-19 Pandemic. The novel coronavirus (“COVID-19”), which was categorized by the World Health Organization as a pandemic in March 2020, continues to significantly impact the United States and the rest of the world and has altered the Company’s business environment and overall working conditions. Despite partial remote working conditions, the Company’s business activities have continued to operate with minimal interruptions. 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, in addition to 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. Although the Company does not have direct exposure to Russia and Ukraine, the Company is monitoring the geopolitical situation following Russia’s invasion of Ukraine. The Company may experience shortages in materials and increased costs for transportation, energy, and raw materials due in part to the negative impact of the Russia-Ukraine military conflict on the global economy. Recently, the surging of energy cost in Europe moderately adversely impacted on our growers and our manufacturing subsidiary in Italy. Therefore, the conflict between Russia and Ukraine has had a moderate adverse impact on the Company’s business, financial condition, and results of operations. However, the full impact of the conflict on the Company’s business operations and financial performance remains uncertain and will depend largely on the nature and duration of uncertain and unpredictable events, such as the severity and duration of further military action and its impact on regional and global economic conditions.

Recently Issued Accounting Pron

Recently Issued Accounting Pronouncements	9 Months Ended
	Sep. 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 (“ASU 2020-06”), which simplifies the accounting for convertible instruments. ASU 2020-06 removes certain accounting models that separate the embedded conversion features from the host contract for convertible instruments, requiring bifurcation only if the convertible debt feature qualifies as a derivative under ASC 815 or for convertible debt issued at a substantial premium. ASU 2020-06 is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. The Company adopted the new standard on January 1, 2022. The adoption of this standard did not have a material impact on the Company’s condensed consolidated financial statements and related disclosures. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses , which modifies the measurement of expected credit losses of certain financial instruments. The Company will be required to use a forward-looking expected credit loss model for accounts receivables, loans, and other financial instruments. The Company adopted the new standard on January 1, 2022. The adoption of this standard did not have a material impact on the Company’s condensed consolidated financial statements. 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) (“ASU 2021-08”). ASU 2021-08 requires an acquirer in a business combination to recognize and measure contract assets and contract liabilities (deferred revenue) from acquired contracts using the revenue recognition guidance in Topic 606. At the acquisition date, the acquirer applies the revenue model as if it had originated the acquired contracts. ASU 2021-08 is effective for annual periods beginning after December 15, 2022, including interim periods within those fiscal years. Adoption of ASU 2021-08 should be applied prospectively. Early adoption is also permitted, including adoption in an interim period. If early adopted, the amendments are applied retrospectively to all business combinations for which the acquisition date occurred during the fiscal year of adoption. The Company is currently evaluating the impact of ASU 2021-08 on its condensed consolidated financial statements.

Revenue Recognition

Revenue Recognition	9 Months Ended
	Sep. 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 sold by NMFD, acquired by the Company on May 2021 (see Note 8 Business Combinations and Asset Acquisitions ), 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 September 30, 2022 and December 31, 2021. Revenue streams for the three months and nine months ended September 30, 2022 and 2021 were as follows: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2022 2021 2022 2021 Revenue Streams Revenue % Total Revenue % Total Revenue % Total Revenue % Total Tattooed Chef $ 24,403 45 % $ 34,655 60 % $ 97,117 54 % $ 98,240 63 % Private Label 27,047 50 % 22,952 39 % 73,049 41 % 56,391 36 % Other revenues 2,665 5 % 369 1 % 9,370 5 % 1,020 1 % Total $ 54,115 $ 57,976 $ 179,536 $ 155,651 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 days 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	9 Months Ended
	Sep. 30, 2022
Receivables [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 allowance for credit losses of $0.6 million as of September 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 consideration and will reduce the transaction price on sales. In addition, the Company estimates variable consideration expected to reduce the related accounts receivables or record related accruals. 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 $0.8 million and $4.1 million is recorded and presented as a reduction of accounts receivable as of September 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 accrued product demonstration were $1.0 million and $1.5 million as of September 30, 2022 and December 31, 2021, respectively (see Note 12 Accrued Expenses ).

Inventory

Inventory	9 Months Ended
	Sep. 30, 2022
Inventory Disclosure [Abstract]
Inventory	6. INVENTORY Inventory consists of the following as of (in thousands): September 30, December 31, Raw materials $ 29,009 $ 22,724 Work-in-process 7,486 5,545 Finished goods 35,053 24,450 Packaging 5,276 3,537 Total inventory $ 76,824 $ 56,256

Property, Plant and Equipment

Property, Plant and Equipment	9 Months Ended
	Sep. 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): September 30, December 31, Land $ 635 $ 738 Buildings 4,727 4,766 Leasehold improvements 5,733 5,336 Machinery and equipment 43,011 33,975 Computer equipment 557 549 Furniture and fixtures 423 169 Construction in progress 23,865 7,986 Property, plant and equipment at cost 78,951 53,519 Less: accumulated depreciation (10,836) (7,043) Property, plant and equipment, net $ 68,115 $ 46,476 The Company recorded depreciation expense for the three months ended September 30, 2022 and 2021 of $1.7 million and $1.1 million, respectively. The Company recorded depreciation expense for the nine months ended September 30, 2022 and 2021 of $4.7 million and $2.5 million, respectively.

Business Combinations and Asset

Business Combinations and Asset Acquisitions	9 Months Ended
	Sep. 30, 2022
Business Combination and Asset Acquisition [Abstract]
Business Combinations and Asset Acquisitions	8. BUSINESS COMBINATIONS AND ASSET ACQUISITIONS 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. 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 , and is accounted for under the acquisition method of accounting. The contribution of revenue from NMFD and Karsten was $8.4 million and $12.7 million for the three and nine months ended September 30, 2021, respectively. During the three and nine months ended September 30, 2021, the contribution of net operating loss from NMFD and Karsten were $1.1 million and $1.1 million, respectively. 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 nine months ended September 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 (1) 5,749 Other noncurrent assets 29 Intangible assets – tradenames 220 Accounts payable (2,834) Accrued expenses (78) Operating lease liability (207) Note payable (1) (2,917) 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 (“Bernalillo Lease”). The Bernalillo Lease provides NMFD the option to purchase the Property for $1 following the payoff of the Bernalillo 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 Bernalillo 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 Bernalillo 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 Bernalillo Lease. Under business combination accounting literature and prior to the adoption of ASC 842, Leases ("ASC 842"), the transaction involving the IRB and the Bernalillo 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 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 September 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 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 $16.90 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 business combinations during the three and nine months ended September 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 Nine months ended (in thousands, except per share amounts) 2022 2021 2022 2021 Net revenue $ 54,115 $ 66,121 $ 179,536 $ 192,101 Net loss $ (38,496) $ (7,922) $ (86,757) $ (75,999) Net loss per share Basic $ (0.46) $ (0.10) $ (1.05) $ (0.93) Diluted $ (0.46) $ (0.10) $ (1.05) $ (0.93) Desert Premium Group, LLC (“DPG”) Acquisition On August 19, 2022, the Company through its subsidiary, TTCF-NM Holdings Inc., entered into an asset purchase agreement with DPG. DPG is engaged in the business of manufacturing and selling a variety of frozen Mexican snacks and entrees. Under the terms of the purchase agreement, the Company acquired certain manufacturing, production, and storage assets, organized workforce and assumed a lease for an 80,000 square foot manufacturing facility located in Albuquerque, New Mexico (“NM Lease”) at which the acquired assets currently operate, for a purchase price of approximately $10.4 million in cash. The facility is located near the Company’s Karsten and New Mexico Food production facilities. The NM Lease expires on November 30, 2024 and is subject to two options to extend the term of the lease, each for an additional five year term. The Company determined that the DPG acquisition did not meet the definition of a business by considering various factors. Specifically, the Company determined that the integrated assets of the acquired set does not contain a substantive process that, when integrated with the inputs the Company acquired, significantly contribute to the ability for a market participant to manage a business and create an output. Therefore, the Company accounted for the transaction as an asset acquisition. The Company allocated the $0.1 million of third-party transaction costs to the tangible assets acquired using their percentage of the fair value. The following table summarizes the fair value of assets acquired and liabilities assumed in the DPG Acquisition as of the date of acquisition (in thousands): Amount Purchase consideration $ 10,404 Add: Third-party transaction costs 93 Total purchase consideration $ 10,497 Assets acquired and liabilities assumed Inventory $ 250 Intangible assets - favorable market lease 1,685 Operating lease ROU asset 1,845 Property, plant and equipment 6,819 Other assets (lease deposit) 50 Intangible assets - organized workforce 1,693 Operating lease liability (1,845) Total assets acquired and liabilities assumed $ 10,497

Intangible Assets, Net and Good

Intangible Assets, Net and Goodwill	9 Months Ended
	Sep. 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): September 30, December 31, Amortizable tradenames $ 220 $ 220 Organized workforce 1,693 — Less: accumulated amortization (178) (69) Intangible assets, net $ 1,735 $ 151 The estimated useful lives of the identifiable definite-lived intangible assets, acquired in the NMFD Acquisition (see Note 8 Business Combinations and Asset Acquisitions ) in May 2021, were determined to be two years. The estimated useful lives of the identifiable definite-lived intangible assets, acquired in the DPG Acquisition (see Note 8 Business Combinations and Asset Acquisitions ) in August 2022, were determined to be seven years. The Company recorded amortization expense of the identifiable definite-lived intangible assets, approximately $54,000 and $109,000 for the three and nine months ended September 30, 2022, respectively. The Company recorded amortization expense of approximately $27,000 and $41,000 for the three and nine months ended September 30, 2021, respectively. Estimated future amortization expense for the definite-lived intangible assets is as follows (in thousands): Remainder of 2022 $ 88 2023 283 2024 242 2025 242 2026 242 2027 and thereafter 638 Total $ 1,735 The following table sets forth the change in the carrying amount of goodwill for the nine months ended September 30, 2022 (in thousands): Balance as of January 1, 2022 $ 26,924 Measurement period adjustment (change in consideration) (see Note 8 Business Combinations and Asset Acquisitions ) (219) Balance as of September 30, 2022 $ 26,705 Goodwill is tested annually on September 30. No goodwill impairment was recorded during the three and nine months ended September 30, 2022.

Derivative Instruments

Derivative Instruments	9 Months Ended
	Sep. 30, 2022
Derivative Instruments and Hedging Activities Disclosure [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 three months ended September 30, 2022 and 2021, the Company entered into foreign currency exchange forward contracts to purchase €10.2 million and €19.0 million, respectively. The notional amounts of these derivatives were $10.8 million and $22.6 million for the three-month period ended September 30, 2022 and 2021, respectively. During the nine months ended September 30, 2022 and 2021, the Company entered into foreign currency exchange forward contracts to purchase €30.1 million and €55.4 million, respectively. The notional amounts of these derivatives were $33.0 million and $66.8 million for the nine-month period ended September 30, 2022 and 2021, respectively. These derivatives are not designated as hedging instruments. Gains and losses on the contracts are included in other expense 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 $ 4,556 $ 1,804 Total $ 4,556 $ 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 Line Item in Statements of Operations 2022 2021 Derivatives not designated as hedging instruments: Foreign currency derivatives Other expense, net $ (1,939) $ (717) Total $ (1,939) $ (717) Nine Months Ended Line Item in Statements of Operations 2022 2021 Derivatives not designated as hedging instruments: Foreign currency derivatives Other expense, net $ (5,011) $ (2,694) Total $ (5,011) $ (2,694) Unrealized losses on forward currency derivatives for the three and nine months ended September 30, 2022 were $1.6 million and $2.8 million, respectively. Unrealized losses on forward currency derivatives for the three and nine months ended September 30, 2021 were $1.2 million and $2.3 million, respectively. The Company has notional amounts of $43.7 million and $43.5 million on outstanding derivatives as of September 30, 2022 and December 31, 2021, respectively.

Fair Value Measurements

Fair Value Measurements	9 Months Ended
	Sep. 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 September 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 nine months ended September 30, 2022, no Private Placement Warrants were settled. For the three and nine months ended September 30, 2022, change in the fair value of the warrant liabilities charged to current operations amounted to a gain of $0.01 million and a gain of $0.7 million, respectively. Fair Value Measurement The fair value of the Private Placement Warrants was determined to be $1.15 per Warrant as of September 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: Input September 30, December 31, Risk-free interest rate 4.25 % 1.08 % Expected term (years) 3.04 3.79 Expected volatility 63.80 % 45.00 % Exercise price $ 11.50 $ 11.50 Fair value per Warrant $ 1.15 $ 7.07 As of September 30, 2022, the fair value of the Private Placement Warrants was determined to be $1.15 per warrant, or an aggregate value of $0.1 million for 115,160 outstanding warrants. As of 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): Nine Months Ended Fair value as of December 31, 2021 $ 814 Change in fair value (1) (681) Fair value as of September 30, 2022 $ 133 Nine Months Ended Fair value as of December 31, 2020 $ 5,184 Exercise of Private Placement Warrants (3,674) Change in fair value (1) (167) Fair value as of September 30, 2021 $ 1,343 (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 and Asset Acquisitions 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 market approach or a cost approach to calculate the replacement or reproduction cost. Fair value of the below-market lease was estimated based on discounted cash flow of below market rent. 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. Under business combination accounting, 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. Under asset acquisitions accounting, fair value of assembled workforce was based on a cost approach (assemblage cost avoided method) to estimate the value of workforce obtained. See Note 8 Business Combinations and Asset Acquisitions .

Accrued Expenses

Accrued Expenses	9 Months Ended
	Sep. 30, 2022
Accrued Liabilities [Abstract]
Accrued Expenses	12. ACCRUED EXPENSES The following table provides additional information related to the Company’s accrued expenses as of (in thousands): September 30, December 31, Accrued product demonstration $ 1,041 $ 1,471 Accrued payroll 4,107 1,600 Accrued commission 1,071 607 Other accrued expenses 981 89 Total $ 7,200 $ 3,767

Income Taxes

Income Taxes	9 Months Ended
	Sep. 30, 2022
Income Tax Disclosure [Abstract]
Income Taxes	13. INCOME TAXES The following table presents the provision for income taxes and the effective tax rate for the three and nine months ended September 30, 2022 and 2021 (in thousands): Three Months Ended Nine Months Ended 2022 2021 2022 2021 Income tax benefit (expense) $ 11 $ 255 $ (700) $ (47,794) Effective tax rate — % 3 % (1) % (174) % The income tax benefit (expense) for the three and nine months ended September 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 benefit (expense) for the three and nine months ended September 30, 2021 was primarily attributable to the Company’s establishment of a full valuation allowance on its deferred tax assets in the United States, 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 as a result of taxes imposed on the Italian income, 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 September 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	9 Months Ended
	Sep. 30, 2022
Debt Disclosure [Abstract]
Indebtedness	14. INDEBTEDNESS Debt consisted of the following as of (in thousands): September 30, December 31, Notes payable $ 6,209 $ 5,735 Line of credit 19,990 1,200 Total debt 26,199 6,935 Less current debt (24,992) (6,219) Total long-term debt $ 1,207 $ 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. On August 5, 2022, the Company entered into a Joinder and First Amendment to Amended and Restated Loan and Security Agreement (the “First Amendment”) with the financial institution whereby the Company expanded the Credit Facility to $40.0 million from $25.0 million, and extended the Credit Facility so that it now has a three-year term set to mature in September 2025. Under the First Amendment, the Company may borrow up to (a) 85% (or such lesser percentage as Lender may in its sole and absolute discretion determine from time to time) of the net amount of eligible accounts; plus, (b) the lesser of: (i) 50% of the net amount of eligible inventory (ii) $25.0 million; minus (c) the sum of all reserves. Beginning with the quarter ending September 30, 2022, the Company must meet new minimum EBITDA tests: trailing 1-quarter period ended September 30, 2022, consolidated adjusted EBITDA should not be less than negative $20.0 million; trailing 2-quarter period ended December 31, 2022, consolidated adjusted EBITDA should not be less than negative $30.0 million; trailing 3-quarter period ended March 31, 2023, consolidated adjusted EBITDA should not be less than negative $35.0 million; trailing 4-quarter period ended June 30, 2023, consolidated adjusted EBITDA should not be less than negative $40.0 million; trailing 5-quarter period ended September 30, 2023, consolidated adjusted EBITDA should not be less than negative $40.0 million; and the Company is required to achieve positive EBITDA by the two trailing quarters ending December 31, 2023. In addition, commencing with the quarter ending December 31, 2024, the Company must achieve a fixed charge coverage ratio of not less than 1.00 to 1.00 each quarter. As of September 30, 2022, the Company was not in 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 5.04% and 4.25% as of September 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 September 30, 2022 and December 31, 2021. The balance on the Credit Facility was $19.1 million and $0.0 million as of September 30, 2022 and December 31, 2021, respectively. As of September 30, 2022, up to the full $40.0 million was available for borrowing under the Credit Facility, of which $19.1 million has been borrowed and $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 September 30, 2022, the Company had $0.6 million outstanding on its letter of credit under the subfacility. In March 2021, Ittella Italy entered into a line of credit with a financial institution in the amount of up to €0.6 million. The balance on the credit facility was €0.6 million ($0.6 million) and €0.6 million ($0.7 million) as of September 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 with a financial institution in the amount of up to €1.4 million. The balance on the line of credit was €0.3 million ($0.3 million) and €0.5 million ($0.5 million) as of September 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 original maturities on borrowings 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 original maturities on borrowings 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 and Asset Acquisitions ), 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, 2022. The outstanding balance of the note payable was $2.7 million and $2.8 million as of September 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. 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 a financial covenant. The balance on the promissory note was €0.7 million ($0.7 million) and €0.9 million ($1.0 million) as of September 30, 2022 and December 31, 2021, respectively. As of September 30, 2022, the balance of the note in the amount of approximately €0.4 million ($0.4 million) 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. 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 a financial covenant. The balance on the promissory note was €1.0 million ($1.0 million) as of September 30, 2022. As of September 30, 2022, the balance of the note in the amount of approximately€0.9 million ($0.8 million) 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 $1.8 million and $1.9 million at September 30, 2022 and December 31, 2021, respectively. 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. As of September 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. Future minimum principal payments due on the notes payable, for periods subsequent to September 30, 2022 are as follows (in thousands): Remainder of 2022 $ 4,615 2023 518 2024 525 2025 408 2026 143 Total $ 6,209

Stockholders' Equity

Stockholders' Equity	9 Months Ended
	Sep. 30, 2022
Equity [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 2 Basis of Presentation and Significant Accounting Policies . 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 September 30, 2022 and December 31, 2021, there were no shares of preferred stock issued or outstanding. Common Stock The Company is authorized to issue 1,000,000,000 shares of common stock, par value of $0.0001 per share. Holders of common stock are entitled to one vote for each share. As of September 30, 2022 and December 31, 2021, there were 83,658,357 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: Public Private 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 September 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 Fair Value Measurements , the Private Placement Warrants are considered freestanding liability-classified instruments under ASC 815-40-25.

Equity Incentive Plan

Equity Incentive Plan	9 Months Ended
	Sep. 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 awards (“RSAs”), 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 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 — — Granted 07/01/2022 - 09/30/2022 656,501 6.74 Cancelled and forfeited (212,339) 19.72 Exercised — — Balance at September 30, 2022 2,082,962 $ 17.82 8.68 $ — Vested and Exercisable at September 30, 2022 551,128 $ 20.54 8.04 $ — Number of Weighted- Average Exercise Weighted- Average Remaining Intrinsic Balance at December 31, 2020 773,300 $ 24.64 9.98 $ — Granted 01/01/2021 - 03/31/2021 — — Granted 04/01/2021 - 06/30/2021 270,000 17.82 Granted 07/01/2021 - 09/30/2021 555,000 18.31 Cancelled and forfeited (4,500) 24.69 Exercised — — Balance at September 30, 2021 1,593,800 $ 21.30 9.51 $ — Vested and Exercisable at September 30, 2021 — $ — — $ — There were no options exercised during the three months and nine months ended September 30, 2022 and 2021. Compensation expense is recorded on a straight-line basis over the vesting period, which is the requisite service period, beginning on the grant date. The compensation expense is based on the fair value of each option grant using the Black-Scholes option pricing model. During the three and nine months ended September 30, 2022, the Company recorded $1.1 million and $2.7 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 nine months ended September 30, 2021, the Company recorded $0.7 million and $1.8 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 September 30, 2022, the Company had stock-based compensation of $6.2 million related to stock options not yet recognized that are expected to be recognized over an estimated weighted average period of approximately 1.9 years. The fair value of each option grant was estimated on the grant date using the Black-Scholes option pricing model with the following assumptions during the three and nine months ended September 30, 2022: September 30, 2022 Three Months Ended Nine Months Ended Equity volatility 41.35 % 40.77 % Risk-free interest rate 3.16 % 3.10 % Expected term (in years) 6 6 Expected dividend 0.00 % 0.00 % 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 nine months ended September 30, 2021: September 30, 2021 Three Months Ended Nine Months Ended Equity volatility 34.01 % 33.99 % Risk-free interest rate 1.04 % 1.11 % Expected term (in years) 6 6 Expected dividend 0.00 % 0.00 % The grant date fair value of granted stock options was $2.1 million and $2.3 million for the three and nine months ended September 30, 2022, respectively. The grant date fair value of granted stock options was $3.5 million and $5.2 million for the three and nine months ended September 30, 2021, respectively. 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 September 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. RSAs have 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. As of September 30, 2022, no RSUs have been granted. All below restricted stock activities are related to RSAs. Director restricted stock activity under the Plan for the nine months period ended September 30, 2022 was as follows: Non-Employee Director Awards Number of Weighted- Balance at December 31, 2021 — $ — Granted 01/01/2022 - 03/31/2022 — — Granted 04/01/2022 - 06/30/2022 18,162 12.25 Granted 07/01/2022 - 09/30/2022 38,554 6.16 Vested (56,716) 8.11 Forfeited — — Non-vested restricted stock at September 30, 2022 — $ — Director restricted stock activity under the Plan for the nine months period ended September 30, 2021 was as follows: Non-Employee Director Awards Number of Weighted- Balance at December 31, 2020 — $ — Granted 01/01/2021 - 03/31/2021 15,216 18.93 Granted 04/01/2021 - 06/30/2021 — — Granted 07/01/2021 - 09/30/2021 4,918 22.08 Vested (20,134) 19.70 Forfeited — — Non-vested restricted stock at September 30, 2021 — $ — Non-director employee and consultant restricted stock activity under the Plan for the nine months period ended September 30, 2022 was as follows: Employee Awards Consultant (Non-Employee) Awards Number of Weighted- Number of Weighted- 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 — — — — Granted 07/01/2022 - 09/30/2022 1,160,000 7.02 — — Vested (857,162) 7.04 (75,000) 15.54 Forfeited — — — — Non-vested restricted stock at September 30, 2022 306,666 $ 7.02 125,000 $ 15.54 Non-director employee and consultant restricted stock activity under the Plan for the nine months period ended September 30, 2021was as follows: Employee Awards Consultant (Non-Employee) Awards Number of Weighted- Number of Weighted- 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 Granted 07/01/2021 - 09/30/2021 — — — — Vested (4,916) 24.28 (110,000) 18.89 Forfeited (425,500) 24.62 (100,000) 24.69 Non-vested restricted stock at September 30, 2021 — $ — — $ — During the three and nine months ended September 30, 2022, the Company recorded share-based compensation expense related to RSAs of $6.8 million and $7.8 million, respectively. During the three and nine months ended September 30, 2021, the Company recorded share-based compensation expense related to RSAs of $0.1 million and $2.6 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 RSAs was $8.4 million and $11.8 million for the three and nine months ended September 30, 2022, respectively. The fair value of granted RSAs was $0.1 million and $3.2 million for the three and nine months ended September 30, 2021, respectively. As of September 30, 2022, unrecognized compensation costs related to the RSAs was $3.9 million and is expected to be recognized over a remaining period of 1.7 years.

Related Party Transactions

Related Party Transactions	9 Months Ended
	Sep. 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 $45,000 and $134,000 for the three and nine months ended September 30, 2022, respectively. The amount of rent paid was approximately $60,000 and $150,000 for the three and nine months ended September 30, 2021, respectively. As of September 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 $60,000 and $180,000 for the three and nine months ended September 30, 2022, respectively. As of September 30, 2022, under the adoption of ASC 842, the Company recorded $0.5 million each for the operating lease ROU asset and operating lease liabilities in relation 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 $0.3 million to this company for the services provided during the three and nine months ended September 30, 2022, respectively.

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
	Sep. 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 were originally seeking collectively €1.9 million 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. As of the reporting date, the insurance company paid 0.2 million Euros to settle the civil portion of the case and the criminal portion is outstanding. Based on local counsel's professional estimation, the remaining liability exposure for the Company could be from zero to 0.4 million Euros. Ittella Italy believes any required payments could be covered by its insurance policy; however, it is not probable 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 September 30, 2022 nor December 31, 2021.

Consolidated Variable Interest

Consolidated Variable Interest Entity	9 Months Ended
	Sep. 30, 2022
Variable Interest Entity, Measure of Activity [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 assets and liabilities of Ittella Properties are included in the condensed consolidated financial statements. As of September 30, 2022, Itella Properties contributed assets of $2.3 million and liabilities of $1.8 million. As of December 31, 2021, Itella Properties contributed assets of $2.3 million and liabilities of $2.0 million. The results of operations and cash flows of Ittella Properties are included in the Company’s condensed consolidated financial statements. For each of the three and nine month periods ended September 30, 2022 and 2021, 100% of the revenue of Ittella Properties, approximately $0.1 million and $0.3 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 September 30, 2022 and 2021. Ittella Properties contributed expenses of approximately $150,000 and $160,000 for the nine month periods ended September 30, 2022 and 2021, respectively.

Loss Per Share

Loss Per Share	9 Months Ended
	Sep. 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 nine months ended September 30, 2022 and 2021 (in thousands): Three months ended Nine months ended 2022 2021 2022 2021 Numerator Net loss $ (38,496) $ (8,213) $ (86,757) $ (75,205) Gain on fair value remeasurement related to warrants $ — $ (235) $ — $ (333) Dilutive net loss $ (38,496) $ (8,448) $ (86,757) $ (75,538) Denominator Weighted average common shares outstanding 82,794,581 81,957,170 82,440,867 81,404,348 Effect of potentially dilutive securities related to warrants — 54,046 — 144,325 Weighted average diluted shares outstanding 82,794,581 82,011,216 82,440,867 81,548,673 Loss per share Basic $ (0.46) $ (0.10) $ (1.05) $ (0.92) Diluted $ (0.46) $ (0.10) $ (1.05) $ (0.93) 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 nine months ended September 30, 2022 and 2021 (in thousands): Three months ended Nine months ended 2022 2021 2022 2021 Warrants 115 — 115 — Stock options 2,182 279 1,784 385 Restricted stock awards 324 — 220 30 Total 2,621 279 2,119 415

Subsequent Events

Subsequent Events	9 Months Ended
	Sep. 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.

Basis of Presentation and Sig_2

Basis of Presentation and Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2022
Accounting Policies [Abstract]
Basis of Consolidation	Basis of Consolidation. The condensed consolidated financial statements include the accounts of Tattooed Chef and its subsidiaries in which Tattooed Chef has a controlling interest directly or indirectly, and variable interest entities for which the Company is the primary beneficiary. All intercompany accounts and transactions have been eliminated in consolidation.
Basis of Presentation	Basis of Presentation. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Regulation S-X of the Securities and Exchange Commission (“SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2021 as filed with the SEC on November 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/A for the year ended December 31, 2021. The interim results for the three and nine months ended September 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.
Restatement of Previously Issued Financial Statements	Restatement of Previously Issued Financial Statements Subsequent to the issuance of the condensed consolidated financial statements as of and for the quarter ended September 30, 2021, included in the Form 10-Q/A filed with the Securities and Exchange Commission (the “SEC”) on May 2, 2022, the following errors were identified: – The Company incorrectly recorded expenses for advertising placement by a marketing services firm on a straight-line basis over the life of the contract rather than when the services were actually rendered. As a result, marketing expenses were overstated by $0.5 million for the three months ended September 30, 2021 and understated by $2.0 million for the nine months ended September 30, 2021. – The Company incorrectly recorded expenses related to a multi-vendor mailer program with a customer as operating expenses rather than as a reduction of revenue. As a result, revenue was overstated by $0.04 million and $4.8 million for the three and nine months ended September 30, 2021, respectively. Operating expenses were overstated by $0.04 million and $4.8 million for the three and nine months ended September 30, 2021, respectively. – The Company incorrectly recorded certain payments to customers as promotional and bad debt expenses within operating expenses rather than a reduction of revenue. As a result, both revenue and operating expenses were overstated by $0.3 million and $0.6 million for the three and nine months ended September 30, 2021, respectively. – The Company identified errors related to the underlying data used in the inventory capitalization and inventory net realizable value assessment. As a result, cost of goods sold was understated by $0.2 million from inventory capitalization calculation net of $0.1 million from net realizable value write-downs for the three months ended September 30, 2021. Cost of goods sold was overstated by $0.5 million for the nine months ended September 30, 2021. – The income tax impact of the errors identified above resulted in a decrease of deferred tax assets by $0.7 million as of June 30, 2021 and the $0.7 million was fully reserved during the three months ended June 30, 2021 due to the Company established a full valuation allowance starting the second quarter of 2021. As a result, the income tax expense was decreased by $0 million and $0.5 million for the three months and nine months ended September 30, 2021, respectively. The table below sets forth the condensed consolidated financial statements, including as reported, and the impacts resulting from the restatement, and the as restated balances for the quarterly period ended September 30, 2021 (in thousands): ($ in thousands) Condensed Consolidated For the three months ended September 30, 2021 As Reported Adjustments As Restated NET REVENUE 58,355 (379) 57,976 COST OF GOODS SOLD 52,836 182 53,018 GROSS (LOSS) PROFIT 5,519 (561) 4,958 OPERATING EXPENSES 13,687 (894) 12,793 LOSS FROM OPERATIONS (8,168) 333 (7,835) LOSS BEFORE INCOME TAX BENEFIT (EXPENSE) (8,801) 333 (8,468) NET LOSS (8,546) 333 (8,213) COMPREHENSIVE LOSS (9,354) 333 (9,021) ($ in thousands except per share amounts) Condensed Consolidated For the nine months ended September 30, 2021 As Reported Adjustments As Restated NET REVENUE 161,094 (5,443) 155,651 COST OF GOODS SOLD 140,078 (521) 139,557 GROSS (LOSS) PROFIT 21,016 (4,922) 16,094 OPERATING EXPENSES 44,302 (3,492) 40,810 LOSS FROM OPERATIONS (23,286) (1,430) (24,716) LOSS BEFORE INCOME TAX BENEFIT (EXPENSE) (25,981) (1,430) (27,411) INCOME TAX BENEFIT (EXPENSE) (48,279) 485 (47,794) NET LOSS (74,260) (945) (75,205) NET LOSS PER SHARE Basic (0.91) (0.01) (0.92) Diluted (0.91) (0.02) (0.93) COMPREHENSIVE LOSS (75,169) (945) (76,114) ($ in thousands) Condensed Consolidated For the three months ended September 30, 2021 As Reported Adjustments As Restated Net loss in retained earnings (deficit) (8,546) 333 (8,213) Retained earnings (deficit) ending balance (10,970) 303 (10,667) Total stockholders’ equity ending balance 225,377 303 225,680 ($ in thousands) Condensed Consolidated For the nine months ended September 30, 2021 As Reported Adjustments As Restated CASH FLOWS FROM OPERATING ACTIVITIES Net loss (74,260) (945) (75,205) Adjustments to reconcile net loss to net cash from operating activities: Bad debt expense 539 (524) 15 Deferred taxes, net 47,549 (485) 47,064 Changes in operating assets and liabilities: Accounts receivable, net (3,847) 524 (3,323) Inventory (4,099) 499 (3,600) Prepaid expenses and other current assets (3,051) 931 (2,120)
Use of Estimates	Use of Estimates. The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from these estimates.
Sales and Marketing Expenses	Sales and Marketing Expenses . The Company expenses costs associated with sales and marketing as incurred. Sales and marketing expenses were $10.8 million and $5.1 million for the three months ended September 30, 2022 and 2021, respectively, and $34.3 million and $17.6 million for the nine months ended September 30, 2022 and 2021, respectively. Sales and marketing expenses are included in operating expenses in the condensed consolidated statements of operations and comprehensive loss.
Leases	Leases. In April 2022, the Company commenced one operating lease for a facility in Vernon, California, with 10 years initial term with option to extend two additional five-year terms. The Company determined the reasonably certain lease term was 10 years. Approximately $9.5 million of operating lease right of use ("ROU") asset and $9.4 million of operating lease liabilities were recognized on the Company’s consolidated balance sheet upon the commencement date. In connection with the asset acquisition from Desert Premium Group, LLC (“DPG”) in August 2022, see Note 8 Business Combinations and Asset Acquisitions, the Company assumed one operating lease for a facility in Albuquerque, New Mexico, for 2 years remaining lease term with option to extend two additional five-year terms. The Company determined the reasonably certain lease term was 7 years. Approximately $3.5 million of operating lease ROU asset ($1.7 million of the $3.5 million recognized value from below-market lease) and $1.8 million of operating lease liabilities were recognized on the Company's consolidated balance sheet upon the lease assumption date .
Going Concern Considerations	Going Concern. As of September 30, 2022, the Company had total cash of $14.2 million and an accumulated deficit of $109.2 million. For the nine months ended September 30, 2022, the Company had a net loss of $86.8 million and net cash used in operating activities of $67.3 million. The Company has historically financed operations and capital expenditures through a combination of internally generated cash from operations, available cash on hand, the ability to draw on the line of credit, as well as the proceeds from the Reverse Recapitalization with Forum on October 15, 2020. The Company’s recent financial performance has been adversely impacted by the inflationary pressures on labor, freight and material costs, and its marketing expenditures on the Tattooed Chef brand investment to raise brand awareness, as well as a moderate impact from the conflict between Russia/Ukraine war. In addition, as disclosed in Note 14 Indebtedness, the Company expanded its primary line of credit (the “Credit Facility”) from $25.0 million to $40.0 million in August 2022. The Credit Facility contains a financial covenant that requires the Company to maintain a minimum negative $20.0 million of consolidated adjusted EBITDA for the trailing 1-quarter period ended September 30, 2022. The Company was not in compliance with the adjusted EBITDA minimum requirement as of the date these condensed consolidated financial statements were issued. Further, as disclosed in Note 14 Indebtedness, $2.7 million note payable under NMFD and $1.8 million note payable under Ittella Properties, were not in compliance with the financial covenant as of September 30, 2022. In order to alleviate these conditions and or events that may raise substantial doubt about the entities ability to continue as a going concern, management plans to continue to closely monitor its operating forecast and pursue additional sources of outside capital. If the Company is unable to (a) improve its operating results, (b) obtain additional outside capital on terms that are acceptable to the Company to fund the Company’s operations, and/or (c) secure a waiver or avoid forbearance from the lender if the Company is continually unable to remain in compliance with the financial covenants required by the Credit Facility, the Company will have to make significant changes to its operating plan, such as delay and reduce marketing expenditures, reduce investments in new products, reduce its capital expenditures, reduce its sale and distribution infrastructure, or otherwise significantly reduce the scope of its business. Moreover, if the Company fails to secure a waiver or avoid forbearance from the lender, the failure could accelerate the repayment of the outstanding borrowings under the Credit Facility or the exercise of other rights or remedies the lender may have under the loan documents and applicable law. While management believes the Company will be able to secure additional outside capital, no assurances can be provided that such capital will be obtained or on terms that are acceptable to the Company. Furthermore, given the inherent uncertainties associated with the Company’s growth strategy and as the Company is currently not in compliance with the financial covenants required by the Credit Facility, these uncertainties raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying interim condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and payments of liabilities in the ordinary course of business. Accordingly, the condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the classification of liabilities that may result should the Company be unable to continue as a going concern.
Concentrations Risk	Concentrations Ris k. The Company grants credit, generally without collateral, to customers primarily in the United States. Consequently, the Company is subject to potential credit risk related to changes in business and economic factors in this geographical area. No single external suppliers accounted for more than 10% of the Company’s cost of goods sold during the periods ended September 30, 2022 and 2021. As such, the Company is not subject to significant concentration risk on suppliers.

Recently Issued Accounting Pr_2

Recently Issued Accounting Pronouncements (Policies)	9 Months Ended
	Sep. 30, 2022
Accounting Standards Update and Change in Accounting Principle [Abstract]
Recently Issued and Adopted Accounting Pronouncements and Recently Issued But Not Yet Adopted 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 (“ASU 2020-06”), which simplifies the accounting for convertible instruments. ASU 2020-06 removes certain accounting models that separate the embedded conversion features from the host contract for convertible instruments, requiring bifurcation only if the convertible debt feature qualifies as a derivative under ASC 815 or for convertible debt issued at a substantial premium. ASU 2020-06 is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. The Company adopted the new standard on January 1, 2022. The adoption of this standard did not have a material impact on the Company’s condensed consolidated financial statements and related disclosures. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses , which modifies the measurement of expected credit losses of certain financial instruments. The Company will be required to use a forward-looking expected credit loss model for accounts receivables, loans, and other financial instruments. The Company adopted the new standard on January 1, 2022. The adoption of this standard did not have a material impact on the Company’s condensed consolidated financial statements. 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) (“ASU 2021-08”). ASU 2021-08 requires an acquirer in a business combination to recognize and measure contract assets and contract liabilities (deferred revenue) from acquired contracts using the revenue recognition guidance in Topic 606. At the acquisition date, the acquirer applies the revenue model as if it had originated the acquired contracts. ASU 2021-08 is effective for annual periods beginning after December 15, 2022, including interim periods within those fiscal years. Adoption of ASU 2021-08 should be applied prospectively. Early adoption is also permitted, including adoption in an interim period. If early adopted, the amendments are applied retrospectively to all business combinations for which the acquisition date occurred during the fiscal year of adoption. The Company is currently evaluating the impact of ASU 2021-08 on its condensed consolidated financial statements.

Basis of Presentation and Sig_3

Basis of Presentation and Significant Accounting Policies (Tables)	9 Months Ended
	Sep. 30, 2022
Accounting Policies [Abstract]
Schedule of Error Corrections and Prior Period Adjustments	The table below sets forth the condensed consolidated financial statements, including as reported, and the impacts resulting from the restatement, and the as restated balances for the quarterly period ended September 30, 2021 (in thousands): ($ in thousands) Condensed Consolidated For the three months ended September 30, 2021 As Reported Adjustments As Restated NET REVENUE 58,355 (379) 57,976 COST OF GOODS SOLD 52,836 182 53,018 GROSS (LOSS) PROFIT 5,519 (561) 4,958 OPERATING EXPENSES 13,687 (894) 12,793 LOSS FROM OPERATIONS (8,168) 333 (7,835) LOSS BEFORE INCOME TAX BENEFIT (EXPENSE) (8,801) 333 (8,468) NET LOSS (8,546) 333 (8,213) COMPREHENSIVE LOSS (9,354) 333 (9,021) ($ in thousands except per share amounts) Condensed Consolidated For the nine months ended September 30, 2021 As Reported Adjustments As Restated NET REVENUE 161,094 (5,443) 155,651 COST OF GOODS SOLD 140,078 (521) 139,557 GROSS (LOSS) PROFIT 21,016 (4,922) 16,094 OPERATING EXPENSES 44,302 (3,492) 40,810 LOSS FROM OPERATIONS (23,286) (1,430) (24,716) LOSS BEFORE INCOME TAX BENEFIT (EXPENSE) (25,981) (1,430) (27,411) INCOME TAX BENEFIT (EXPENSE) (48,279) 485 (47,794) NET LOSS (74,260) (945) (75,205) NET LOSS PER SHARE Basic (0.91) (0.01) (0.92) Diluted (0.91) (0.02) (0.93) COMPREHENSIVE LOSS (75,169) (945) (76,114) ($ in thousands) Condensed Consolidated For the three months ended September 30, 2021 As Reported Adjustments As Restated Net loss in retained earnings (deficit) (8,546) 333 (8,213) Retained earnings (deficit) ending balance (10,970) 303 (10,667) Total stockholders’ equity ending balance 225,377 303 225,680 ($ in thousands) Condensed Consolidated For the nine months ended September 30, 2021 As Reported Adjustments As Restated CASH FLOWS FROM OPERATING ACTIVITIES Net loss (74,260) (945) (75,205) Adjustments to reconcile net loss to net cash from operating activities: Bad debt expense 539 (524) 15 Deferred taxes, net 47,549 (485) 47,064 Changes in operating assets and liabilities: Accounts receivable, net (3,847) 524 (3,323) Inventory (4,099) 499 (3,600) Prepaid expenses and other current assets (3,051) 931 (2,120)
Schedules of Concentration of Risk, by Risk Factor	Three customers accounted for 52% of the Company’s revenue during the three months ended September 30, 2022. Three customers accounted for more than 63% of the Company’s revenue during the three months ended September 30, 2021. Customer 2022 2021 Customer A 23 % 19 % Customer B 15 % 11 % Customer C * 33 % Customer D 14 % * ________________________________ * Customer accounted for less than 10% of revenue in the period. Four customers accounted for 64% of the Company’s revenue during the nine months ended September 30, 2022. Three customers accounted for more than 76% of the Company’s revenue during the nine months ended September 30, 2021. Customer 2022 2021 Customer A 29 % 29 % Customer B 10 % 11 % Customer C 14 % 36 % Customer D 11 % * *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 September 30, 2022 and December 31, 2021 were: Customer September 30, December 31, Customer A 16 % 13 % Customer C * 38 % Customer D * 12 % *Customer accounted for less than 10% of accounts receivable as of the date indicated.

Revenue Recognition (Tables)

Revenue Recognition (Tables)	9 Months Ended
	Sep. 30, 2022
Revenue Recognition [Abstract]
Revenue Streams	Revenue streams for the three months and nine months ended September 30, 2022 and 2021 were as follows: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2022 2021 2022 2021 Revenue Streams Revenue % Total Revenue % Total Revenue % Total Revenue % Total Tattooed Chef $ 24,403 45 % $ 34,655 60 % $ 97,117 54 % $ 98,240 63 % Private Label 27,047 50 % 22,952 39 % 73,049 41 % 56,391 36 % Other revenues 2,665 5 % 369 1 % 9,370 5 % 1,020 1 % Total $ 54,115 $ 57,976 $ 179,536 $ 155,651

Inventory (Tables)

Inventory (Tables)	9 Months Ended
	Sep. 30, 2022
Inventory Disclosure [Abstract]
Schedule of Inventory	Inventory consists of the following as of (in thousands): September 30, December 31, Raw materials $ 29,009 $ 22,724 Work-in-process 7,486 5,545 Finished goods 35,053 24,450 Packaging 5,276 3,537 Total inventory $ 76,824 $ 56,256

Property, Plant and Equipment (

Property, Plant and Equipment (Tables)	9 Months Ended
	Sep. 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): September 30, December 31, Land $ 635 $ 738 Buildings 4,727 4,766 Leasehold improvements 5,733 5,336 Machinery and equipment 43,011 33,975 Computer equipment 557 549 Furniture and fixtures 423 169 Construction in progress 23,865 7,986 Property, plant and equipment at cost 78,951 53,519 Less: accumulated depreciation (10,836) (7,043) Property, plant and equipment, net $ 68,115 $ 46,476

Business Combinations and Ass_2

Business Combinations and Asset Acquisitions (Tables)	9 Months Ended
	Sep. 30, 2022
Business Combination and Asset Acquisition [Abstract]
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed	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 (1) 5,749 Other noncurrent assets 29 Intangible assets – tradenames 220 Accounts payable (2,834) Accrued expenses (78) Operating lease liability (207) Note payable (1) (2,917) 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 (“Bernalillo Lease”). The Bernalillo Lease provides NMFD the option to purchase the Property for $1 following the payoff of the Bernalillo 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 Bernalillo 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 Bernalillo Lease. 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 The following table summarizes the fair value of assets acquired and liabilities assumed in the DPG Acquisition as of the date of acquisition (in thousands): Amount Purchase consideration $ 10,404 Add: Third-party transaction costs 93 Total purchase consideration $ 10,497 Assets acquired and liabilities assumed Inventory $ 250 Intangible assets - favorable market lease 1,685 Operating lease ROU asset 1,845 Property, plant and equipment 6,819 Other assets (lease deposit) 50 Intangible assets - organized workforce 1,693 Operating lease liability (1,845) Total assets acquired and liabilities assumed $ 10,497
Business Acquisition, Pro Forma Information	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 Nine months ended (in thousands, except per share amounts) 2022 2021 2022 2021 Net revenue $ 54,115 $ 66,121 $ 179,536 $ 192,101 Net loss $ (38,496) $ (7,922) $ (86,757) $ (75,999) Net loss per share Basic $ (0.46) $ (0.10) $ (1.05) $ (0.93) Diluted $ (0.46) $ (0.10) $ (1.05) $ (0.93)

Intangible Assets, Net and Go_2

Intangible Assets, Net and Goodwill (Tables)	9 Months Ended
	Sep. 30, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of Finite-Lived Intangible Assets	Intangible assets consist of the following as of (in thousands): September 30, December 31, Amortizable tradenames $ 220 $ 220 Organized workforce 1,693 — Less: accumulated amortization (178) (69) Intangible assets, net $ 1,735 $ 151
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense	Estimated future amortization expense for the definite-lived intangible assets is as follows (in thousands): Remainder of 2022 $ 88 2023 283 2024 242 2025 242 2026 242 2027 and thereafter 638 Total $ 1,735
Schedule of Goodwill	The following table sets forth the change in the carrying amount of goodwill for the nine months ended September 30, 2022 (in thousands): Balance as of January 1, 2022 $ 26,924 Measurement period adjustment (change in consideration) (see Note 8 Business Combinations and Asset Acquisitions ) (219) Balance as of September 30, 2022 $ 26,705

Derivative Instruments (Tables)

Derivative Instruments (Tables)	9 Months Ended
	Sep. 30, 2022
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Schedule of Derivative Instruments in Statement of Financial Position, Fair Value	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 $ 4,556 $ 1,804 Total $ 4,556 $ 1,804
Derivative Instruments, Gain (Loss)	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 Line Item in Statements of Operations 2022 2021 Derivatives not designated as hedging instruments: Foreign currency derivatives Other expense, net $ (1,939) $ (717) Total $ (1,939) $ (717) Nine Months Ended Line Item in Statements of Operations 2022 2021 Derivatives not designated as hedging instruments: Foreign currency derivatives Other expense, net $ (5,011) $ (2,694) Total $ (5,011) $ (2,694)

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	9 Months Ended
	Sep. 30, 2022
Fair Value Disclosures [Abstract]
Schedule of Share-Based Payment Award, Warrants, Valuation Assumptions	The following table provides quantitative information regarding the inputs to the fair value measurement of the Private Placement Warrants as of each measurement date: Input September 30, December 31, Risk-free interest rate 4.25 % 1.08 % Expected term (years) 3.04 3.79 Expected volatility 63.80 % 45.00 % Exercise price $ 11.50 $ 11.50 Fair value per Warrant $ 1.15 $ 7.07
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation	The following table presents the changes in the fair value of private placement warrant liabilities (in thousands): Nine Months Ended Fair value as of December 31, 2021 $ 814 Change in fair value (1) (681) Fair value as of September 30, 2022 $ 133 Nine Months Ended Fair value as of December 31, 2020 $ 5,184 Exercise of Private Placement Warrants (3,674) Change in fair value (1) (167) Fair value as of September 30, 2021 $ 1,343 (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)	9 Months Ended
	Sep. 30, 2022
Accrued Liabilities [Abstract]
Schedule of Accrued Liabilities	The following table provides additional information related to the Company’s accrued expenses as of (in thousands): September 30, December 31, Accrued product demonstration $ 1,041 $ 1,471 Accrued payroll 4,107 1,600 Accrued commission 1,071 607 Other accrued expenses 981 89 Total $ 7,200 $ 3,767

Income Taxes (Tables)

Income Taxes (Tables)	9 Months Ended
	Sep. 30, 2022
Income Tax Disclosure [Abstract]
Schedule of Effective Income Tax Rate Reconciliation	The following table presents the provision for income taxes and the effective tax rate for the three and nine months ended September 30, 2022 and 2021 (in thousands): Three Months Ended Nine Months Ended 2022 2021 2022 2021 Income tax benefit (expense) $ 11 $ 255 $ (700) $ (47,794) Effective tax rate — % 3 % (1) % (174) %

Indebtedness (Tables)

Indebtedness (Tables)	9 Months Ended
	Sep. 30, 2022
Debt Disclosure [Abstract]
Schedule of Long-Term Debt Instruments	Debt consisted of the following as of (in thousands): September 30, December 31, Notes payable $ 6,209 $ 5,735 Line of credit 19,990 1,200 Total debt 26,199 6,935 Less current debt (24,992) (6,219) Total long-term debt $ 1,207 $ 716
Schedule of Maturities of Long-Term Debt	Future minimum principal payments due on the notes payable, for periods subsequent to September 30, 2022 are as follows (in thousands): Remainder of 2022 $ 4,615 2023 518 2024 525 2025 408 2026 143 Total $ 6,209

Stockholders' Equity (Tables)

Stockholders' Equity (Tables)	9 Months Ended
	Sep. 30, 2022
Equity [Abstract]
Schedule of Stockholders' Equity Note, Warrants or Rights	Warrant activity is as follows: Public Private 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 September 30, 2022 — 115,160

Equity Incentive Plan (Tables)

Equity Incentive Plan (Tables)	9 Months Ended
	Sep. 30, 2022
Share-Based Payment Arrangement [Abstract]
Share-Based Payment Arrangement, Option, Activity	The table below summarizes the share-based activity under the Plan: Number of Weighted- Average Weighted- Average Remaining 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 — — Granted 07/01/2022 - 09/30/2022 656,501 6.74 Cancelled and forfeited (212,339) 19.72 Exercised — — Balance at September 30, 2022 2,082,962 $ 17.82 8.68 $ — Vested and Exercisable at September 30, 2022 551,128 $ 20.54 8.04 $ — Number of Weighted- Average Exercise Weighted- Average Remaining Intrinsic Balance at December 31, 2020 773,300 $ 24.64 9.98 $ — Granted 01/01/2021 - 03/31/2021 — — Granted 04/01/2021 - 06/30/2021 270,000 17.82 Granted 07/01/2021 - 09/30/2021 555,000 18.31 Cancelled and forfeited (4,500) 24.69 Exercised — — Balance at September 30, 2021 1,593,800 $ 21.30 9.51 $ — Vested and Exercisable at September 30, 2021 — $ — — $ —
Schedule of Share-Based Payment Award, Stock Options, Valuation Assumptions	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 three and nine months ended September 30, 2022: September 30, 2022 Three Months Ended Nine Months Ended Equity volatility 41.35 % 40.77 % Risk-free interest rate 3.16 % 3.10 % Expected term (in years) 6 6 Expected dividend 0.00 % 0.00 % 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 nine months ended September 30, 2021: September 30, 2021 Three Months Ended Nine Months Ended Equity volatility 34.01 % 33.99 % Risk-free interest rate 1.04 % 1.11 % Expected term (in years) 6 6 Expected dividend 0.00 % 0.00 %
Nonvested Restricted Stock Shares Activity	Director restricted stock activity under the Plan for the nine months period ended September 30, 2022 was as follows: Non-Employee Director Awards Number of Weighted- Balance at December 31, 2021 — $ — Granted 01/01/2022 - 03/31/2022 — — Granted 04/01/2022 - 06/30/2022 18,162 12.25 Granted 07/01/2022 - 09/30/2022 38,554 6.16 Vested (56,716) 8.11 Forfeited — — Non-vested restricted stock at September 30, 2022 — $ — Director restricted stock activity under the Plan for the nine months period ended September 30, 2021 was as follows: Non-Employee Director Awards Number of Weighted- Balance at December 31, 2020 — $ — Granted 01/01/2021 - 03/31/2021 15,216 18.93 Granted 04/01/2021 - 06/30/2021 — — Granted 07/01/2021 - 09/30/2021 4,918 22.08 Vested (20,134) 19.70 Forfeited — — Non-vested restricted stock at September 30, 2021 — $ — Non-director employee and consultant restricted stock activity under the Plan for the nine months period ended September 30, 2022 was as follows: Employee Awards Consultant (Non-Employee) Awards Number of Weighted- Number of Weighted- 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 — — — — Granted 07/01/2022 - 09/30/2022 1,160,000 7.02 — — Vested (857,162) 7.04 (75,000) 15.54 Forfeited — — — — Non-vested restricted stock at September 30, 2022 306,666 $ 7.02 125,000 $ 15.54 Non-director employee and consultant restricted stock activity under the Plan for the nine months period ended September 30, 2021was as follows: Employee Awards Consultant (Non-Employee) Awards Number of Weighted- Number of Weighted- 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 Granted 07/01/2021 - 09/30/2021 — — — — Vested (4,916) 24.28 (110,000) 18.89 Forfeited (425,500) 24.62 (100,000) 24.69 Non-vested restricted stock at September 30, 2021 — $ — — $ —

Loss Per Share (Tables)

Loss Per Share (Tables)	9 Months Ended
	Sep. 30, 2022
Earnings Per Share [Abstract]
Schedule of Earnings Per Share, Basic and Diluted	The following is the summary of basic and diluted loss per share for the three and nine months ended September 30, 2022 and 2021 (in thousands): Three months ended Nine months ended 2022 2021 2022 2021 Numerator Net loss $ (38,496) $ (8,213) $ (86,757) $ (75,205) Gain on fair value remeasurement related to warrants $ — $ (235) $ — $ (333) Dilutive net loss $ (38,496) $ (8,448) $ (86,757) $ (75,538) Denominator Weighted average common shares outstanding 82,794,581 81,957,170 82,440,867 81,404,348 Effect of potentially dilutive securities related to warrants — 54,046 — 144,325 Weighted average diluted shares outstanding 82,794,581 82,011,216 82,440,867 81,548,673 Loss per share Basic $ (0.46) $ (0.10) $ (1.05) $ (0.92) Diluted $ (0.46) $ (0.10) $ (1.05) $ (0.93)
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share	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 nine months ended September 30, 2022 and 2021 (in thousands): Three months ended Nine months ended 2022 2021 2022 2021 Warrants 115 — 115 — Stock options 2,182 279 1,784 385 Restricted stock awards 324 — 220 30 Total 2,621 279 2,119 415

The Company (Details)

The Company (Details) - USD ($) $ in Thousands			3 Months Ended	9 Months Ended
	Dec. 21, 2021	May 14, 2021	Dec. 31, 2021	Sep. 30, 2022
Ittella Properties | Variable Interest Entity, Primary Beneficiary
Business Acquisition [Line Items]
Lease term				10 years
Loan agreement, percentage				100%
NMFD
Business Acquisition [Line Items]
Cash consideration		$ 34,100
Belmont
Business Acquisition [Line Items]
Cash consideration	$ 12,739
Purchase price	$ 16,739
Belmont | BCI
Business Acquisition [Line Items]
Purchase price			$ 16,700

Basis of Presentation and Sig_4

Basis of Presentation and Significant Accounting Policies - Narrative (Details) $ in Thousands		3 Months Ended						9 Months Ended		12 Months Ended
	Aug. 19, 2022 USD ($) renewalOption	Sep. 30, 2022 USD ($)	Jun. 30, 2022 USD ($)	Mar. 31, 2022 USD ($)	Sep. 30, 2021 USD ($)	Jun. 30, 2021 USD ($)	Mar. 31, 2021 USD ($)	Sep. 30, 2022 USD ($)	Sep. 30, 2021 USD ($)	Dec. 31, 2021 USD ($)	Aug. 31, 2022 USD ($)	Aug. 04, 2022 USD ($)	Apr. 30, 2022 USD ($) renewalOption
Concentration Risk [Line Items]
Revenue		$ (54,115)			$ (57,976)			$ (179,536)	$ (155,651)
Operating expenses		(31,572)			(12,793)			(79,313)	(40,810)
Cost of goods sold		58,010			53,018			180,212	139,557
Inventory		(76,824)						(76,824)		$ (56,256)
Deferred income taxes, net		(242)						(242)		(266)
Income tax benefit (expense)		11			255			(700)	(47,794)
Sales and marketing expense		10,800			5,100			34,300	17,600
Lease term													10 years
Number of lease renewal options | renewalOption													2
Lease renewal term													5 years
Operating lease, ROU asset		19,883						19,883		8,039			$ 9,500
Operating lease liabilities													$ 9,400
Cash		14,220						14,220		92,351
Accumulated deficit		109,177						109,177		22,420
Net loss		38,496	$ 28,088	$ 20,173	8,213	$ 59,363	$ 7,629	86,757	75,205
Net cash used in operating activities								67,286	33,125
Revision of Prior Period, Advertising Placement Adjustment
Concentration Risk [Line Items]
Marketing expense					(500)				2,000
Revision of Prior Period, Multi-Vendor Mailer Program Adjustment
Concentration Risk [Line Items]
Revenue					40				4,800
Operating expenses					40				4,800
Revision of Prior Period, Customer Deductions Adjustment
Concentration Risk [Line Items]
Revenue					300				600
Operating expenses					300				600
Revision of Prior Period, Inventory Calculation Adjustment
Concentration Risk [Line Items]
Cost of goods sold					200				(500)
Revision of Prior Period, Net Realizable Value Assessment Adjustment
Concentration Risk [Line Items]
Cost of goods sold					100
Adjustments
Concentration Risk [Line Items]
Revenue					379				5,443
Operating expenses					894				3,492
Cost of goods sold					182				(521)
Deferred income taxes, net						$ 700
Income tax benefit (expense)					0				485
Net loss					$ (333)				$ 945
Notes Payable | Variable Interest Entity, Primary Beneficiary
Concentration Risk [Line Items]
Notes payable		1,800						1,800		1,900
Revolving Credit Facility | Credit Facility | Line of credit
Concentration Risk [Line Items]
Maximum borrowing capacity		40,000						40,000				$ 25,000
Revolving Credit Facility | Credit Facility, First Amendment | Line of credit
Concentration Risk [Line Items]
Maximum borrowing capacity											$ 40,000
Required minimum negative EBITDA threshold		20,000
DPG
Concentration Risk [Line Items]
Lease term	7 years
Number of lease renewal options | renewalOption	2
Lease renewal term	5 years
Operating lease, ROU asset	$ 3,500
Operating lease liabilities	$ 1,800
Remaining lease term	2 years
Below-market lease acquired	$ 1,700
NMFD | Notes Payable
Concentration Risk [Line Items]
Notes payable		$ 2,700						$ 2,700		$ 2,800
Revenue from Contract with Customer Benchmark | Customer Concentration Risk | Four Customers
Concentration Risk [Line Items]
Concentration risk, percentage								64%
Revenue from Contract with Customer Benchmark | Customer Concentration Risk | Three Customers
Concentration Risk [Line Items]
Concentration risk, percentage		52%			63%				76%
Accounts Receivable | Customer Concentration Risk | Three Customers
Concentration Risk [Line Items]
Concentration risk, percentage								10%		10%

Basis of Presentation and Sig_5

Basis of Presentation and Significant Accounting Polices - As Restated Condensed Consolidated Statements of Operations and Comprehensive Income (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended						9 Months Ended
	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Sep. 30, 2022	Sep. 30, 2021
NET REVENUE	$ 54,115			$ 57,976			$ 179,536	$ 155,651
COST OF GOODS SOLD	58,010			53,018			180,212	139,557
GROSS (LOSS) PROFIT	(3,895)			4,958			(676)	16,094
OPERATING EXPENSES	31,572			12,793			79,313	40,810
LOSS FROM OPERATIONS	(35,467)			(7,835)			(79,989)	(24,716)
LOSS BEFORE INCOME TAX BENEFIT (EXPENSE)	(38,507)			(8,468)			(86,057)	(27,411)
INCOME TAX BENEFIT (EXPENSE)	11			255			(700)	(47,794)
NET LOSS	$ (38,496)	$ (28,088)	$ (20,173)	$ (8,213)	$ (59,363)	$ (7,629)	$ (86,757)	$ (75,205)
NET LOSS PER SHARE
Basic (in dollars per share)	$ (0.46)			$ (0.10)			$ (1.05)	$ (0.92)
Diluted (in dollars per share)	$ (0.46)			$ (0.10)			$ (1.05)	$ (0.93)
COMPREHENSIVE LOSS	$ (38,986)			$ (9,021)			$ (88,108)	$ (76,114)
As Reported
NET REVENUE				58,355				161,094
COST OF GOODS SOLD				52,836				140,078
GROSS (LOSS) PROFIT				5,519				21,016
OPERATING EXPENSES				13,687				44,302
LOSS FROM OPERATIONS				(8,168)				(23,286)
LOSS BEFORE INCOME TAX BENEFIT (EXPENSE)				(8,801)				(25,981)
INCOME TAX BENEFIT (EXPENSE)								(48,279)
NET LOSS				(8,546)				$ (74,260)
NET LOSS PER SHARE
Basic (in dollars per share)								$ (0.91)
Diluted (in dollars per share)								$ (0.91)
COMPREHENSIVE LOSS				(9,354)				$ (75,169)
Adjustments
NET REVENUE				(379)				(5,443)
COST OF GOODS SOLD				182				(521)
GROSS (LOSS) PROFIT				(561)				(4,922)
OPERATING EXPENSES				(894)				(3,492)
LOSS FROM OPERATIONS				333				(1,430)
LOSS BEFORE INCOME TAX BENEFIT (EXPENSE)				333				(1,430)
INCOME TAX BENEFIT (EXPENSE)				0				485
NET LOSS				333				$ (945)
NET LOSS PER SHARE
Basic (in dollars per share)								$ (0.01)
Diluted (in dollars per share)								$ (0.02)
COMPREHENSIVE LOSS				$ 333				$ (945)

Basis of Presentation and Sig_6

Basis of Presentation and Significant Accounting Polices - As Restated Condensed Consolidated Statements of Stockholders' Equity (Details) - USD ($) $ in Thousands	3 Months Ended						9 Months Ended
	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021	Dec. 31, 2020
Net loss in retained earnings (deficit)	$ (38,496)	$ (28,088)	$ (20,173)	$ (8,213)	$ (59,363)	$ (7,629)	$ (86,757)	$ (75,205)
Retained earnings (deficit) ending balance	141,412	172,577	199,681	225,680	232,837	292,021	141,412	225,680	$ 218,997	$ 233,302
Ending balance	141,412	172,577	199,681	225,680	232,837	292,021	141,412	225,680
Retained Earnings (Accumulated Deficit)
Net loss in retained earnings (deficit)	(38,496)	(28,088)	(20,173)	(8,213)	(59,363)	(7,629)
Retained earnings (deficit) ending balance	(109,177)	(70,681)	(42,593)	(10,667)	(2,454)	56,909	(109,177)	(10,667)	$ (22,420)	$ 64,846
Ending balance	$ (109,177)	$ (70,681)	$ (42,593)	(10,667)	$ (2,454)	$ 56,909	$ (109,177)	(10,667)
As Reported
Net loss in retained earnings (deficit)				(8,546)				(74,260)
Retained earnings (deficit) ending balance				225,377				225,377
Ending balance				225,377				225,377
As Reported | Retained Earnings (Accumulated Deficit)
Net loss in retained earnings (deficit)				(8,546)
Retained earnings (deficit) ending balance				(10,970)				(10,970)
Ending balance				(10,970)				(10,970)
Adjustments
Net loss in retained earnings (deficit)				333				(945)
Retained earnings (deficit) ending balance				303				303
Ending balance				303				303
Adjustments | Retained Earnings (Accumulated Deficit)
Net loss in retained earnings (deficit)				333
Retained earnings (deficit) ending balance				303				303
Ending balance				$ 303				$ 303

Basis of Presentation and Sig_7

Basis of Presentation and Significant Accounting Polices - As Restated Condensed Consolidated Statements of Cash Flows (Details) - USD ($) $ in Thousands	3 Months Ended						9 Months Ended
	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Sep. 30, 2022	Sep. 30, 2021
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (38,496)	$ (28,088)	$ (20,173)	$ (8,213)	$ (59,363)	$ (7,629)	$ (86,757)	$ (75,205)
Adjustments to reconcile net loss to net cash used in operating activities:
Bad debt expense							859	15
Deferred taxes, net							(14)	47,064
Changes in operating assets and liabilities:
Accounts receivable							130	(3,323)
Inventory							(21,761)	(3,600)
Prepaid expenses and other assets							$ (5)	(2,120)
As Reported
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss				(8,546)				(74,260)
Adjustments to reconcile net loss to net cash used in operating activities:
Bad debt expense								539
Deferred taxes, net								47,549
Changes in operating assets and liabilities:
Accounts receivable								(3,847)
Inventory								(4,099)
Prepaid expenses and other assets								(3,051)
Adjustments
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss				$ 333				(945)
Adjustments to reconcile net loss to net cash used in operating activities:
Bad debt expense								(524)
Deferred taxes, net								(485)
Changes in operating assets and liabilities:
Accounts receivable								524
Inventory								499
Prepaid expenses and other assets								$ 931

Basis of Presentation and Sig_8

Basis of Presentation and Significant Accounting Policies - Schedules of Concentration of Risk, by Risk Factor (Details) - Customer Concentration Risk	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Revenue from Contract with Customer Benchmark | Customer A
Concentration Risk [Line Items]
Concentration risk, percentage	23%	19%	29%	29%
Revenue from Contract with Customer Benchmark | Customer B
Concentration Risk [Line Items]
Concentration risk, percentage	15%	11%	10%	11%
Revenue from Contract with Customer Benchmark | Customer C
Concentration Risk [Line Items]
Concentration risk, percentage		33%	14%	36%
Revenue from Contract with Customer Benchmark | Customer D
Concentration Risk [Line Items]
Concentration risk, percentage	14%		11%
Accounts Receivable | Customer A
Concentration Risk [Line Items]
Concentration risk, percentage			16%		13%
Accounts Receivable | Customer C
Concentration Risk [Line Items]
Concentration risk, percentage					38%
Accounts Receivable | Customer D
Concentration Risk [Line Items]
Concentration risk, percentage					12%

Revenue Recognition (Details)

Revenue Recognition (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Disaggregation of Revenue [Line Items]
Revenue	$ 54,115	$ 57,976	$ 179,536	$ 155,651
Tattooed Chef
Disaggregation of Revenue [Line Items]
Revenue	$ 24,403	$ 34,655	$ 97,117	$ 98,240
Tattooed Chef | Revenue from Contract with Customer Benchmark | Product Concentration Risk
Disaggregation of Revenue [Line Items]
% Total	45%	60%	54%	63%
Private Label
Disaggregation of Revenue [Line Items]
Revenue	$ 27,047	$ 22,952	$ 73,049	$ 56,391
Private Label | Revenue from Contract with Customer Benchmark | Product Concentration Risk
Disaggregation of Revenue [Line Items]
% Total	50%	39%	41%	36%
Other revenues
Disaggregation of Revenue [Line Items]
Revenue	$ 2,665	$ 369	$ 9,370	$ 1,020
Other revenues | Revenue from Contract with Customer Benchmark | Product Concentration Risk
Disaggregation of Revenue [Line Items]
% Total	5%	1%	5%	1%

Accounts Receivable, Net (Detai

Accounts Receivable, Net (Details) - USD ($) $ in Millions	Sep. 30, 2022	Dec. 31, 2021
Receivables [Abstract]
Allowance for doubtful receivables	$ 0.6	$ 0
Allowance for promotional programs	0.8	4.1
Product demonstration accrual	$ 1	$ 1.5

Inventory (Details)

Inventory (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Inventory Disclosure [Abstract]
Raw materials	$ 29,009	$ 22,724
Work-in-process	7,486	5,545
Finished goods	35,053	24,450
Packaging	5,276	3,537
Total inventory	$ 76,824	$ 56,256

Property, Plant and Equipment -

Property, Plant and Equipment - Schedule of Property, Plant and Equipment (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Property, plant and equipment at cost	$ 78,951	$ 53,519
Less: accumulated depreciation	(10,836)	(7,043)
Property, plant and equipment, net	68,115	46,476
Land
Property, Plant and Equipment [Line Items]
Property, plant and equipment at cost	635	738
Buildings
Property, Plant and Equipment [Line Items]
Property, plant and equipment at cost	4,727	4,766
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property, plant and equipment at cost	5,733	5,336
Machinery and equipment
Property, Plant and Equipment [Line Items]
Property, plant and equipment at cost	43,011	33,975
Computer equipment
Property, Plant and Equipment [Line Items]
Property, plant and equipment at cost	557	549
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Property, plant and equipment at cost	423	169
Construction in progress
Property, Plant and Equipment [Line Items]
Property, plant and equipment at cost	$ 23,865	$ 7,986

Property, Plant and Equipment_2

Property, Plant and Equipment - Narrative (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 1.7	$ 1.1	$ 4.7	$ 2.5

Business Combinations and Ass_3

Business Combinations and Asset Acquisitions - Narrative (Details) $ / shares in Units, $ in Thousands					1 Months Ended	3 Months Ended		9 Months Ended
	Aug. 19, 2022 USD ($) ft² renewalOption	May 11, 2022 USD ($)	Dec. 21, 2021 USD ($) $ / shares shares	May 14, 2021 USD ($)	Sep. 30, 2022 USD ($)	Sep. 30, 2022 USD ($)	Sep. 30, 2021 USD ($)	Sep. 30, 2022 USD ($)	Sep. 30, 2021 USD ($)	Apr. 30, 2022 renewalOption	Dec. 31, 2021 USD ($)
Business Acquisition [Line Items]
Net revenue						$ 54,115	$ 66,121	$ 179,536	$ 192,101
Net loss						(38,496)	(7,922)	(86,757)	(75,999)
Goodwill					$ 26,705	$ 26,705		$ 26,705			$ 26,924
Number of lease renewal options | renewalOption										2
Lease renewal term										5 years
NMFD Transaction
Business Acquisition [Line Items]
Purchase price				$ 33,988
Net revenue							8,400		12,700
Net loss							1,100		1,100
Goodwill, statutory life				15 years
Goodwill				$ 18,041
Transaction costs							$ 500		$ 500
Note payable				2,917
Finance lease, ROU assets				5,749
Adjustment to purchase price					$ 42,000
NMFD Transaction | NMFD
Business Acquisition [Line Items]
Purchase price				28,900
NMFD Transaction | Karsten
Business Acquisition [Line Items]
Purchase price				$ 5,200
Belmont
Business Acquisition [Line Items]
Purchase price			$ 16,739
Goodwill, statutory life			15 years
Goodwill			$ 8,664
Transaction costs											$ 200
Adjustment to purchase price		$ (300)
Equity consideration – common stock			$ 4,000
Common stock, closing price per share | $ / shares			$ 16.90
Cash consideration			$ 12,739
Belmont | Common Stock
Business Acquisition [Line Items]
Common stock shares issued in acquisition (in shares) | shares			241,546
DPG
Business Acquisition [Line Items]
Purchase price	$ 10,497
Area (square feet) | ft²	80,000
Cash consideration	$ 10,404
Number of lease renewal options | renewalOption	2
Lease renewal term	5 years
Third-party transaction costs	$ 93

Business Combinations and Ass_4

Business Combinations and Asset Acquisitions - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands	Aug. 19, 2022	Dec. 21, 2021	May 14, 2021	Sep. 30, 2022	Dec. 31, 2021
Assets acquired and liabilities assumed
Goodwill				$ 26,705	$ 26,924
NMFD Transaction
Business Acquisition [Line Items]
Total purchase consideration			$ 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
Cost to purchase leased asset			$ 1
Belmont
Business Acquisition [Line Items]
Purchase 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
DPG
Business Acquisition [Line Items]
Purchase consideration	$ 10,404
Add: Third-party transaction costs	93
Total purchase consideration	10,497
Assets acquired and liabilities assumed
Inventory	250
Intangible assets - favorable market lease	1,685
Operating lease, ROU asset	1,845
Property, plant and equipment	6,819
Other assets (lease deposit)	50
Intangible assets - organized workforce	1,693
Operating lease liability	(1,845)
Total assets acquired and liabilities assumed	$ 10,497

Business Combinations and Ass_5

Business Combinations and Asset Acquisitions - Business Acquisition, Pro Forma Information (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Business Combination and Asset Acquisition [Abstract]
Net revenue	$ 54,115	$ 66,121	$ 179,536	$ 192,101
Net loss	$ (38,496)	$ (7,922)	$ (86,757)	$ (75,999)
Net loss per share
Basic (in dollars per share)	$ (0.46)	$ (0.10)	$ (1.05)	$ (0.93)
Diluted (in dollars per share)	$ (0.46)	$ (0.10)	$ (1.05)	$ (0.93)

Intangible Assets, Net and Go_3

Intangible Assets, Net and Goodwill - Schedule of Finite-Lived Intangible Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
Amortizable tradenames	$ 220	$ 220
Organized workforce	1,693	0
Less: accumulated amortization	(178)	(69)
Intangible assets, net	$ 1,735	$ 151

Intangible Assets, Net and Go_4

Intangible Assets, Net and Goodwill - Narrative (Details) - USD ($)	1 Months Ended		3 Months Ended		9 Months Ended
	Aug. 31, 2022	May 31, 2021	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Finite-Lived Intangible Assets [Line Items]
Goodwill impairment			$ 0		$ 0
Finite-Lived Intangible Assets
Finite-Lived Intangible Assets [Line Items]
Amortization			$ 54,000	$ 27,000	$ 109,000	$ 41,000
NMFD Transaction
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible asset, estimated useful life		2 years
DPG
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible asset, estimated useful life	7 years

Intangible Assets, Net and Go_5

Intangible Assets, Net and Goodwill - Schedule of Finite-Lived Intangible Assets, Future Amortization Expense (Details) $ in Thousands	Sep. 30, 2022 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
Remainder of 2022	$ 88
2023	283
2024	242
2025	242
2026	242
2027 and thereafter	638
Total	$ 1,735

Intangible Assets, Net and Go_6

Intangible Assets, Net and Goodwill - Schedule of Goodwill (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2022 USD ($)
Goodwill [Roll Forward]
Balance as of January 1, 2022	$ 26,924
Measurement period adjustment (change in consideration) (see Note 8 Business Combinations and Asset Acquisitions)	(219)
Balance as of September 30, 2022	$ 26,705

Derivative Instruments - Narrat

Derivative Instruments - Narrative (Details) $ in Thousands, € in Millions	3 Months Ended				9 Months Ended
	Sep. 30, 2022 USD ($)	Sep. 30, 2022 EUR (€)	Sep. 30, 2021 USD ($)	Sep. 30, 2021 EUR (€)	Sep. 30, 2022 USD ($)	Sep. 30, 2022 EUR (€)	Sep. 30, 2021 USD ($)	Sep. 30, 2021 EUR (€)	Dec. 31, 2021 USD ($)
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Unrealized foreign currency losses					$ 1,526		$ 0
Derivative, notional amount	$ 43,700				43,700				$ 43,500
Foreign Exchange Forward
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Purchases of derivative instruments | €		€ 10.2		€ 19		€ 30.1		€ 55.4
Notional amount of derivatives purchased	10,800		$ 22,600		33,000		66,800
Unrealized foreign currency losses	$ 1,600		$ 1,200		$ 2,800		$ 2,300

Derivative Instruments - Schedu

Derivative Instruments - Schedule of Derivative Instruments in Statement of Financial Position, Fair Value (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Foreign currency derivatives	$ 4,556	$ 1,804
Forward contract derivative liability | Foreign Exchange Forward | Not Designated as Hedging Instrument
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Foreign currency derivatives	$ 4,556	$ 1,804

Derivative Instruments - Deriva

Derivative Instruments - Derivative Instruments, Gain (Loss) (Details) - Not Designated as Hedging Instrument - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Foreign currency derivatives	$ (1,939)	$ (717)	$ (5,011)	$ (2,694)
Foreign Exchange Forward | Other expense, net
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Foreign currency derivatives	$ (1,939)	$ (717)	$ (5,011)	$ (2,694)

Fair Value Measurements - Narra

Fair Value Measurements - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021	Dec. 31, 2020	Oct. 15, 2020
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Exercise price of warrants (in dollars per share)	$ 11.50	$ 11.50
Change in fair value	$ 10	$ 700
Private Placement Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Exercise price of warrants (in dollars per share)	$ 11.50	$ 11.50
Number of warrants settled (in shares)	0	0
Change in fair value		$ (681)	$ (167)
Fair value per Warrant (in dollars per share)	$ 1.15	$ 1.15		$ 7.07
Dividend rate, percentage		0%
Warrants outstanding	$ 100	$ 100		$ 800
Warrants outstanding (in shares)	115,160	115,160		115,160	407,577	655,000

Fair Value Measurements - Sched

Fair Value Measurements - Schedule of Share-Based Payment Award, Warrants, Valuation Assumptions (Details) - Private Placement Warrants - $ / shares	9 Months Ended	12 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Risk-free interest rate	4.25%	1.08%
Expected term (in years)	3 years 14 days	3 years 9 months 14 days
Equity volatility	63.80%	45%
Exercise price (in dollars per share)	$ 11.50	$ 11.50
Fair value per Warrant (in dollars per share)	$ 1.15	$ 7.07

Fair Value Measurements - Fair

Fair Value Measurements - Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2022	Sep. 30, 2021
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Change in fair value	$ 10	$ 700
Private Placement Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair value at beginning of period		814	$ 5,184
Exercise of Private Placement Warrants			(3,674)
Change in fair value		(681)	(167)
Fair value at end of period	$ 133	$ 133	$ 1,343

Accrued Expenses (Details)

Accrued Expenses (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Accrued Liabilities [Abstract]
Accrued product demonstration	$ 1,041	$ 1,471
Accrued payroll	4,107	1,600
Accrued commission	1,071	607
Other accrued expenses	981	89
Accrued expenses	$ 7,200	$ 3,767

Income Taxes (Details)

Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Income Tax Disclosure [Abstract]
Income tax benefit (expense)	$ 11	$ 255	$ (700)	$ (47,794)
Effective tax rate	0%	3%	(1.00%)	(174.00%)

Indebtedness - Schedule of Long

Indebtedness - Schedule of Long-Term Debt Instruments (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Total debt	$ 26,199	$ 6,935
Less current debt	(24,992)	(6,219)
Total long-term debt	1,207	716
Notes payable
Debt Instrument [Line Items]
Total debt	6,209	5,735
Line of credit
Debt Instrument [Line Items]
Total debt	$ 19,990	$ 1,200

Indebtedness - Narrative (Detai

Indebtedness - Narrative (Details) € in Millions, $ in Millions		1 Months Ended	3 Months Ended	6 Months Ended	9 Months Ended		12 Months Ended	15 Months Ended	30 Months Ended
	Aug. 05, 2022 USD ($)	May 31, 2021 USD ($)	Sep. 30, 2022 USD ($)	Dec. 31, 2022 USD ($)	Mar. 31, 2023 USD ($)	Sep. 30, 2022 USD ($)	Jun. 30, 2023 USD ($)	Sep. 30, 2023 USD ($)	Jun. 30, 2022	Sep. 30, 2022 EUR (€)	Aug. 31, 2022 USD ($)	Aug. 04, 2022 USD ($)	Apr. 30, 2022 EUR (€)	Dec. 31, 2021 USD ($)	Dec. 31, 2021 EUR (€)	Sep. 30, 2021 EUR (€)	May 31, 2021 EUR (€)	Mar. 31, 2021 EUR (€)	Jan. 06, 2020 USD ($)
Ittella Italy Line of Credit | Line of credit
Line of Credit Facility [Line Items]
Maximum borrowing capacity | €																€ 1.4
Actual interest rate			0.85%			0.85%				0.85%
Remaining borrowing capacity			$ 0.3			$ 0.3				€ 0.3				$ 0.5	€ 0.5
Credit facility fee, per annum						0.40%
Notes Payable | Variable Interest Entity, Primary Beneficiary
Line of Credit Facility [Line Items]
Minimum fixed charge coverage ratio			1.20						1.20
Debt instrument, face amount																			$ 2.1
Interest rate, per annum																			3.60%
Notes payable			$ 1.8			$ 1.8								1.9
Notes Payable | NMFD
Line of Credit Facility [Line Items]
Minimum fixed charge coverage ratio		1.20
Debt instrument, face amount		$ 2.9
Interest rate, per annum		3.80%															3.80%
Funded Debt to EBITDA ratio, maximum threshold		4
Notes payable			2.7			2.7								2.8
May 2021 Promissory Note | Ittella Italy
Line of Credit Facility [Line Items]
Debt instrument, face amount | €																	€ 1
Interest rate, per annum		1.014%															1.014%
Notes payable			0.7			0.7				0.7				$ 1	€ 0.9
May 2021 Promissory Note | Ittella Italy | Long-Term Debt
Line of Credit Facility [Line Items]
Notes payable			0.4			0.4				0.4
April 2022 Promissory Note | Ittella Italy
Line of Credit Facility [Line Items]
Debt instrument, face amount | €													€ 1
Interest rate, per annum													1.90%
Notes payable			1			1				1
April 2022 Promissory Note | Ittella Italy | Long-Term Debt
Line of Credit Facility [Line Items]
Notes payable			0.8			0.8				€ 0.9
Revolving Credit Facility | Credit Facility | Line of credit
Line of Credit Facility [Line Items]
Maximum borrowing capacity			$ 40			$ 40						$ 25
Maximum borrowing capacity as a percent of net accounts receivable			90%			90%				90%
Maximum borrowing capacity as percent of net inventory			50%			50%				50%
Maximum borrowing capacity as percent of net in-transit inventory			45%			45%				45%
Maximum borrowing capacity, aggregate amount of revolving loans outstanding			$ 10			$ 10
Maximum borrowing capacity as percent of aggregate amount of revolving loans outstanding			50%			50%				50%
Minimum required liquidity						$ 10
Maximum liquidity threshold for trigger period						$ 20
Actual interest rate			5.04%			5.04%				5.04%				4.25%	4.25%
Remaining borrowing capacity			$ 19.1			$ 19.1								$ 0
Borrowing capacity reserved for subfacility			19.1			$ 19.1
Revolving Credit Facility | Credit Facility | Line of credit | SOFR
Line of Credit Facility [Line Items]
Basis spread on variable rate						3%
Revolving Credit Facility | Credit Facility, First Amendment | Line of credit
Line of Credit Facility [Line Items]
Maximum borrowing capacity											$ 40
Maximum borrowing capacity as a percent of net accounts receivable	85%
Maximum borrowing capacity as percent of net inventory	50%
Maximum borrowing capacity, aggregate amount of revolving loans outstanding	$ 25
Debt instrument, term	3 years
Required minimum negative EBITDA threshold			$ 20
Minimum fixed charge coverage ratio	1
Revolving Credit Facility | Credit Facility, First Amendment | Line of credit | Forecast
Line of Credit Facility [Line Items]
Required minimum negative EBITDA threshold				$ 30	$ 35		$ 40	$ 40
Revolving Credit Facility | Ittella Italy Credit Facility | Line of credit
Line of Credit Facility [Line Items]
Maximum borrowing capacity | €																		€ 0.6
Actual interest rate			1.50%			1.50%				1.50%
Remaining borrowing capacity			$ 0.6			$ 0.6				€ 0.6				$ 0.7	€ 0.6
Credit facility fee, per annum						0.40%
Letter of Credit | Credit Facility | Line of credit
Line of Credit Facility [Line Items]
Maximum borrowing capacity			1			$ 1
Remaining borrowing capacity			0.6			0.6
Borrowing capacity reserved for subfacility			$ 0.6			$ 0.6
Credit facility fee, per annum						1%

Indebtedness - Schedule of Matu

Indebtedness - Schedule of Maturities of Long-Term Debt (Details) $ in Thousands	Sep. 30, 2022 USD ($)
Debt Disclosure [Abstract]
Remainder of 2022	$ 4,615
2023	518
2024	525
2025	408
2026	143
Total	$ 6,209

Stockholders' Equity - Narrativ

Stockholders' Equity - Narrative (Details) - $ / shares	1 Months Ended
	Aug. 31, 2018	Sep. 30, 2022	Dec. 31, 2021	Dec. 31, 2020	Oct. 15, 2020
Class of Stock [Line Items]
Preferred stock, authorized (in shares)		10,000,000	10,000,000
Preferred stock, par value (in dollars per share)		$ 0.0001	$ 0.0001
Preferred stock, issued (in shares)		0	0
Preferred stock, outstanding (in shares)		0	0
Common stock, authorized (in shares)		1,000,000,000	1,000,000,000
Common stock, par value (in dollars per share)		$ 0.0001	$ 0.0001
Common stock, issued (in shares)		83,658,357	82,237,813
Common stock, outstanding (in shares)		83,658,357	82,237,813
Exercise price of warrants (in dollars per share)		$ 11.50
Waiting period after business combination for redemption	30 days
Waiting period after closing of IPO for redemption	12 months
Waiting period after closing of IP for termination	5 years
Minimum period before expiration date requiring written notice for extension	20 days
Public Warrants
Class of Stock [Line Items]
Warrants issued (in units)	20,000,000	0	0	14,459,684	20,000,000
Warrants issued, price per unit (in dollars per unit)	$ 10
Redemption period	30 days
Redemption price per share (in dollars per share)	$ 0.01
Redemption stock price trigger (in dollars per share)	$ 18
Trading days at or above trigger price	20 days
Redemption trading period	30 days
Private Placement Warrants
Class of Stock [Line Items]
Warrants issued (in units)	655,000	115,160	115,160	407,577	655,000
Exercise price of warrants (in dollars per share)		$ 11.50
Threshold period for transfer, assignment, or sale	30 days

Stockholders' Equity - Schedule

Stockholders' Equity - Schedule of Stockholders' Equity Note, Warrants or Rights (Details) - shares	3 Months Ended	9 Months Ended	12 Months Ended
	Dec. 31, 2020	Sep. 30, 2022	Dec. 31, 2021
Public Warrants
Class of Warrant or Right [Roll Forward]
Warrants issued, beginning balance (in units)	20,000,000	0	14,459,684
Warrants outstanding, beginning balance (in units)	20,000,000	0	14,459,684
Warrants exercised (in units)	(5,540,316)	0	(14,459,684)
Warrants redeemed (in units)		0
Warrants issued, ending balance (in units)	14,459,684	0	0
Warrants outstanding, ending balance (in units)	14,459,684	0	0
Private Placement Warrants
Class of Warrant or Right [Roll Forward]
Warrants issued, beginning balance (in units)	655,000	115,160	407,577
Warrants outstanding, beginning balance (in units)	655,000	115,160	407,577
Warrants exercised (in units)	(247,423)	0	(292,417)
Warrants redeemed (in units)		0
Warrants issued, ending balance (in units)	407,577	115,160	115,160
Warrants outstanding, ending balance (in units)	407,577	115,160	115,160

Equity Incentive Plan - Narrati

Equity Incentive Plan - Narrative (Details) - USD ($) $ in Thousands		3 Months Ended		9 Months Ended
	Oct. 15, 2020	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of equity awards available for grant (in shares)	5,200,000
Unrecognized compensation costs related to restricted stock awards		$ 3,900		$ 3,900
Stock options
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Strike price, percent				100%
Award vesting period				3 years
Award expiration period				10 years
Stock options exercised (in shares)		0	0	0	0
Share-based compensation expense		$ 1,100	$ 700	$ 2,700	$ 1,800
Stock-based compensation related to stock options not yet recognized		6,200		$ 6,200
Stock-based compensation, cost not yet recognized, period for recognition				1 year 10 months 24 days
Weighted-average grant date fair value of stock options		2,100	3,500	$ 2,300	5,200
SARs | Minimum
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Strike price, percent				100%
Restricted Stock
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-based compensation expense		6,800	100	$ 7,800	2,600
Stock-based compensation, cost not yet recognized, period for recognition				1 year 8 months 12 days
Fair value of granted restricted stock awards		$ 8,400	$ 100	$ 11,800	$ 3,200
Director
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Maximum value of shares granted in period and cash fees paid	$ 100
Board of Directors Chairman
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Maximum value of shares granted in period and cash fees paid	$ 125

Equity Incentive Plan - Share-B

Equity Incentive Plan - Share-Based Payment Arrangement, Option, Activity (Details) - Stock options - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended						9 Months Ended		12 Months Ended
	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021	Dec. 31, 2020
Number of Awards Outstanding
Number of awards outstanding, beginning balance (in shares)			1,593,800			773,300	1,593,800	773,300	773,300
Granted (in shares)	656,501	0	45,000	555,000	270,000	0
Cancelled and forfeited (in shares)							(212,339)	(4,500)
Exercised (in shares)	0			0			0	0
Number of awards outstanding, ending balance (in shares)	2,082,962			1,593,800			2,082,962	1,593,800	1,593,800	773,300
Vested and exercisable (in shares)	551,128			0			551,128	0
Weighted- Average Exercise Price
Weighted-average exercise price, beginning balance (in dollars per share)			$ 21.30			$ 24.64	$ 21.30	$ 24.64	$ 24.64
Granted (in dollars per share)	$ 6.74	$ 0	$ 13.06	$ 18.31	$ 17.82	$ 0
Cancelled and forfeited (in dollars per share)							19.72	24.69
Exercised (in dollars per share)							0	0
Weighted-average exercise price, ending balance (in dollars per share)	17.82			21.30			17.82	21.30	$ 21.30	$ 24.64
Vested and exercisable (in dollars per share)	$ 20.54			$ 0			$ 20.54	$ 0
Weighted- Average Remaining Contractual Terms (Years)
Weighted-average remaining contractual terms (years)							8 years 8 months 4 days	9 years 6 months 3 days	9 years 3 months 3 days	9 years 11 months 23 days
Weighted-average remaining contractual term (years), vested and exercisable							8 years 14 days
Intrinsic Value (in thousands)
Intrinsic value	$ 0			$ 0			$ 0	$ 0	$ 0	$ 0
Intrinsic value, vested and exercisable	$ 0			$ 0			$ 0	$ 0

Equity Incentive Plan - Schedul

Equity Incentive Plan - Schedule of Share-Based Payment Award, Stock Options, Valuation Assumptions (Details) - Stock options	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Equity volatility	41.35%	34.01%	40.77%	33.99%
Risk-free interest rate	3.16%	1.04%	3.10%	1.11%
Expected term (in years)	6 years	6 years	6 years	6 years
Expected dividend	0%	0%	0%	0%

Equity Incentive Plan - Nonvest

Equity Incentive Plan - Nonvested Restricted Stock Shares Activity (Details) - Restricted Stock - $ / shares	3 Months Ended						9 Months Ended
	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Sep. 30, 2022	Sep. 30, 2021
Director
Number of Shares
Number of shares, beginning balance (in shares)			0			0	0	0
Granted (in shares)	38,554	18,162	0	4,918	0	15,216
Vested (in shares)							(56,716)	(20,134)
Forfeited (in shares)							0	0
Number of shares, ending balance (in shares)	0			0			0	0
Weighted- Average Fair Value
Weighted-average fair value, beginning balance (in dollars per share)			$ 0			$ 0	$ 0	$ 0
Granted (in dollars per share)	$ 6.16	$ 12.25	$ 0	$ 22.08	$ 0	$ 18.93
Vested (in dollars per share)							8.11	19.70
Forfeited (in dollars per share)							0	0
Weighted-average fair value, ending balance (in dollars per share)	$ 0			$ 0			$ 0	$ 0
Employee
Number of Shares
Number of shares, beginning balance (in shares)			0			400,000	0	400,000
Granted (in shares)	1,160,000	0	3,828	0	0	30,416
Vested (in shares)							(857,162)	(4,916)
Forfeited (in shares)							0	(425,500)
Number of shares, ending balance (in shares)	306,666			0			306,666	0
Weighted- Average Fair Value
Weighted-average fair value, beginning balance (in dollars per share)			$ 0			$ 24.28	$ 0	$ 24.28
Granted (in dollars per share)	$ 7.02	$ 0	$ 13.06	$ 0	$ 0	$ 23.65
Vested (in dollars per share)							7.04	24.28
Forfeited (in dollars per share)							0	24.62
Weighted-average fair value, ending balance (in dollars per share)	$ 7.02			$ 0			$ 7.02	$ 0
Consultant
Number of Shares
Number of shares, beginning balance (in shares)			0			100,000	0	100,000
Granted (in shares)	0	0	200,000	0	10,000	100,000
Vested (in shares)							(75,000)	(110,000)
Forfeited (in shares)							0	(100,000)
Number of shares, ending balance (in shares)	125,000			0			125,000	0
Weighted- Average Fair Value
Weighted-average fair value, beginning balance (in dollars per share)			$ 0			$ 24.69	$ 0	$ 24.69
Granted (in dollars per share)	$ 0	$ 0	$ 15.54	$ 0	$ 18.15	$ 18.96
Vested (in dollars per share)							15.54	18.89
Forfeited (in dollars per share)							0	24.69
Weighted-average fair value, ending balance (in dollars per share)	$ 15.54			$ 0			$ 15.54	$ 0

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Apr. 30, 2022	Dec. 31, 2021
Related Party Transaction [Line Items]
Operating lease, ROU asset	$ 19,883		$ 19,883		$ 9,500	$ 8,039
Operating lease liabilities					$ 9,400
Marketing services expense	100		300
Deluna Properties, Inc.
Related Party Transaction [Line Items]
Operating lease expense	45	$ 60	134	$ 150
Operating lease, ROU asset	2,000		2,000
Operating lease liabilities	2,100		2,100
Penhurst Realty, LLC
Related Party Transaction [Line Items]
Operating lease expense	60		180
Operating lease, ROU asset	500		500
Operating lease liabilities	$ 500		$ 500

Commitments and Contingencies (

Commitments and Contingencies (Details) € in Millions	9 Months Ended
	Sep. 30, 2022 EUR (€) plaintiff
Loss Contingencies [Line Items]
Number of plaintiffs | plaintiff	5
Damages sought from plaintiffs	€ 1.9
Criminal | Minimum
Loss Contingencies [Line Items]
Remaining liability exposure	0
Criminal | Maximum
Loss Contingencies [Line Items]
Remaining liability exposure	0.4
Settled Litigation | Civil | Insurance Company
Loss Contingencies [Line Items]
Settlement payment	€ 0.2

Consolidated Variable Interes_2

Consolidated Variable Interest Entity (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Variable Interest Entity [Line Items]
Assets	$ 244,695		$ 244,695		$ 268,895
Liabilities	103,283		103,283		49,898
Expenses	$ 31,572	$ 12,793	$ 79,313	$ 40,810
Variable Interest Entity, Primary Beneficiary | Ittella Properties
Variable Interest Entity [Line Items]
Lease term	10 years		10 years
Loan agreement, percentage			100%
Assets	$ 2,300		$ 2,300		2,300
Liabilities	$ 1,800		$ 1,800		$ 2,000
Revenue percentage	100%	100%	100%	100%
Lease income	$ 100	$ 100	$ 300	$ 300
Expenses	$ 50	$ 50	$ 150	$ 160

Loss Per Share - Schedule of Ea

Loss Per Share - Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended						9 Months Ended
	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Sep. 30, 2022	Sep. 30, 2021
Numerator
Net loss	$ (38,496)	$ (28,088)	$ (20,173)	$ (8,213)	$ (59,363)	$ (7,629)	$ (86,757)	$ (75,205)
Gain on fair value remeasurement related to warrants	0			(235)			0	(333)
Dilutive net loss	$ (38,496)			$ (8,448)			$ (86,757)	$ (75,538)
Denominator
Weighted average common shares outstanding (in shares)	82,794,581			81,957,170			82,440,867	81,404,348
Effect of potentially dilutive securities related to warrants (in shares)	0			54,046			0	144,325
Weighted average diluted shares outstanding (in shares)	82,794,581			82,011,216			82,440,867	81,548,673
Loss per share
Basic (in dollars per share)	$ (0.46)			$ (0.10)			$ (1.05)	$ (0.92)
Diluted (in dollars per share)	$ (0.46)			$ (0.10)			$ (1.05)	$ (0.93)

Loss Per Share - Schedule of An

Loss Per Share - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total (in shares)	2,621,000	279,000	2,119,000	415,000
Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total (in shares)	115,000	0	115,000	0
Stock options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total (in shares)	2,182,000	279,000	1,784,000	385,000
Restricted stock awards
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total (in shares)	324,000	0	220,000	30,000