Mondee (MOND) 10-Q 14 Aug 23 2023 Q2 Quarterly report Financial data

Cover Page

Cover Page	6 Months Ended
	Jun. 30, 2023 shares
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2023
Document Transition Report	false
Entity File Number	001-39943
Entity Registrant Name	MONDEE HOLDINGS, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	88-3292448
Entity Address, Address Line One	10800 Pecan Park Blvd.
Entity Address, Address Line Two	Suite 315
Entity Address, City or Town	Austin
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	78750
City Area Code	650
Local Phone Number	646-3320
Title of 12(b) Security	Class A common stock, $0.0001 par value per share
Trading Symbol	MOND
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding	84,242,767
Entity Central Index Key	0001828852
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q2
Amendment Flag	false

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Current assets
Cash and cash equivalents	$ 48,989	$ 78,841
Restricted short-term investments	8,899	8,639
Accounts receivable, net of allowance of $6,063 and $4,861 as of June 30, 2023 and December 31, 2022, respectively	110,672	21,733
Contract assets, net of allowance of $0 and $750 as of June 30, 2023 and December 31, 2022, respectively	15,339	5,794
Prepaid expenses and other current assets	7,674	4,673
Total current assets	191,573	119,680
Property and equipment, net	13,561	11,332
Goodwill	76,030	66,420
Intangible assets, net	92,760	57,370
Operating lease right-of-use assets	1,549	1,384
Deferred income taxes	1,538	237
Other non-current assets	2,102	1,674
TOTAL ASSETS	379,113	258,097
Current liabilities
Deferred underwriting fee	200	500
Government loans, current portion	74	72
Accrued expenses and other current liabilities	20,016	9,319
Earn-out liability, net, current portion	3,189	0
Deferred revenue	5,942	5,828
Long-term debt, current portion	8,250	7,514
Total current liabilities	154,881	56,995
Deferred income taxes	821	307
Government loans, excluding current portion	151	159
Earn-out liability, net, excluding current portion	4,585	0
Warrant liability	921	1,293
Long-term debt, excluding current portion	145,510	126,882
Deferred revenue, excluding current portion	13,557	14,656
Operating lease liabilities, excluding current portion	1,256	1,620
Other long-term liabilities	3,091	2,713
Total liabilities	324,972	204,822
Commitments and contingencies (Note 11)
Redeemable preferred stock
Series A preferred stock - 250,000,000 shares authorized, $0.0001 par value, 85,000 shares issued and outstanding as of June 30, 2023 and December 31, 2022 (liquidation preference $92,486 and $87,323 as of June 30, 2023 and December 31, 2022, respectively)	88,960	82,597
Stockholders' deficit
Class A Common Stock – 500,000,000 shares authorized, $0.0001 par value, 84,242,767 and 82,266,160 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively	8	7
Treasury stock - 2,033,578 and 0 shares of Class A Common Stock as of June 30, 2023 and December 31, 2022, respectively	(20,336)	0
Shareholder receivable	0	(20,336)
Additional paid-in capital	291,004	271,883
Accumulated other comprehensive gains (losses)	2,283	(621)
Accumulated deficit	(307,778)	(280,255)
Total stockholders’ deficit	(34,819)	(29,322)
TOTAL LIABILITIES, REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT	379,113	258,097
Related Party
Current liabilities
Accounts payable	50	13
Note payable to related party	199	197
Nonrelated Party
Current liabilities
Accounts payable	$ 117,160	$ 33,749

Condendsed Consolidated Balance

Condendsed Consolidated Balance Sheets (Parenthetical) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Accounts receivable, allowance	$ 6,063,000	$ 4,861,000
Contract assets, allowance	$ 0	$ 750,000
Temporary equity, shares authorized (in shares)	250,000,000	250,000,000
Temporary equity, par value (in dollars per share)	$ 0.0001	$ 0.0001
Temporary equity, shares issued (in shares)	85,000	85,000
Temporary equity shares outstanding (in shares)	85,000	85,000
Temporary equity, liquidation preference	$ 92,486	$ 87,323
Common shares, shares authorized (in shares)	500,000,000	500,000,000
Common shares, par value (per share)	$ 0.0001	$ 0.0001
Common shares, shares issued (in shares)	84,242,767	82,266,160
Common shares, shares outstanding (in shares)	84,242,767	82,266,160
Treasury stock (in shares)	2,033,578	0

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Income Statement [Abstract]
Revenues, net	$ 56,771	$ 45,656	$ 106,700	$ 84,723
Operating expenses
Sales and marketing expenses	40,060	32,407	77,505	59,816
Personnel expenses, including stock-based compensation of $4,467, $81, $6,623, and $155, respectively	12,359	5,752	19,825	11,324
General and administrative expenses, including non-employee stock-based compensation of $337, $0, $742, and $6, respectively	5,227	2,025	9,721	4,465
Information technology expenses	1,376	1,158	2,299	2,464
Provision for credit losses, net	(34)	(121)	(701)	86
Depreciation and amortization	3,803	2,769	7,189	5,586
Restructuring expense (income), net	(168)	0	1,361	0
Total operating expenses	62,623	43,990	117,199	83,741
Income (loss) from operations	(5,852)	1,666	(10,499)	982
Other income (expense)
Interest income	290	134	637	261
Interest expense	(8,415)	(6,601)	(16,632)	(12,830)
Gain on extinguishment of PPP loan	0	2,009	0	2,009
Changes in fair value of warrant liability	393	0	372	0
Other income, net	984	915	1,306	764
Total other expense, net	(6,748)	(3,543)	(14,317)	(9,796)
Loss before income taxes	(12,600)	(1,877)	(24,816)	(8,814)
Provision for income taxes	(2,008)	(236)	(2,707)	(290)
Net loss	(14,608)	(2,113)	(27,523)	(9,104)
Cumulative dividends allocated to preferred stockholders	(2,686)	0	(5,164)	0
Net loss attributable to common stockholders, basic	$ (17,294)	$ (2,113)	$ (32,687)	$ (9,104)
Net loss attributable per share to common stockholders
Net loss attributable per share to common stockholders, basic (in dollars per share)	$ (0.22)	$ (0.03)	$ (0.43)	$ (0.15)
Net loss attributable per share to common stockholders, diluted (in dollars per share)	$ (0.22)	$ (0.03)	$ (0.43)	$ (0.15)
Basic and diluted
Basic weighted average shares outstanding (in shares)	77,197,805	60,800,000	76,774,455	60,800,000
Diluted weighted average shares outstanding (in shares)	77,197,805	60,800,000	76,774,455	60,800,000

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Operations (Parenthetical) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Allocated share based compensation	$ 4,804	$ 81	$ 7,365	$ 161
Personnel expenses
Allocated share based compensation	4,467	81	6,623	155
Sales and other expenses
Allocated share based compensation	$ 337	$ 0	$ 742	$ 6

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Statement of Comprehensive Income [Abstract]
Net loss	$ (14,608)	$ (2,113)	$ (27,523)	$ (9,104)
Other comprehensive gain (loss), net of tax
Gain (loss) on currency translation adjustment	2,913	57	2,904	(172)
Comprehensive loss	$ (11,695)	$ (2,056)	$ (24,619)	$ (9,276)

Condensed Consolidated Statem_4

Condensed Consolidated Statements of Changes in Mezzanine Equity and Stockholders' Deficit - USD ($)		Total	Interep	Orinter	Preferred stock	Previously Reported	Previously Reported Preferred stock	Class A Common Stock	Class A Common Stock Orinter	Class A Common Stock Previously Reported	Class A Common Stock Retroactive application of recapitalization	Treasury Stock	Shareholder Receivable	Shareholder Receivable Previously Reported	Additional Paid-in-Capital	Additional Paid-in-Capital Interep	Additional Paid-in-Capital Orinter	Additional Paid-in-Capital Previously Reported	Additional Paid-in-Capital Retroactive application of recapitalization	Accumulated Other Comprehensive Gains (Losses)	Accumulated Other Comprehensive Gains (Losses) Previously Reported	Accumulated Deficit	Accumulated Deficit Previously Reported
Preferred Stock, beginning balance (in shares) at Dec. 31, 2021					0		0
Preferred Stock, ending balance (in shares) at Jun. 30, 2022					0
Preferred Stock, beginning balance at Dec. 31, 2021					$ 0		$ 0
Preferred Stock, ending balance at Jun. 30, 2022					$ 0
Balance at beginning (in shares) at Dec. 31, 2021								60,800,000		1	60,799,999
Balance at beginning at Dec. 31, 2021		$ (26,825,000)				$ (26,825,000)		$ 6,000		$ 0	$ 6,000	$ 0	$ 0	$ 0	$ 163,459,000			$ 163,465,000	$ (6,000)	$ (273,000)	$ (273,000)	$ (190,017,000)	$ (190,017,000)
Beginning balance, treasury stock (in shares) at Dec. 31, 2021												0
Stockholders' Deficit
Stock-based compensation		161,000													161,000
Currency translation adjustments		(172,000)																		(172,000)
Net loss		(9,104,000)																				(9,104,000)
Balance at end (in shares) at Jun. 30, 2022								60,800,000
Balance at end at Jun. 30, 2022		(35,940,000)						$ 6,000				$ 0	0		163,620,000					(445,000)		(199,121,000)
Ending balance, treasury stock (in shares) at Jun. 30, 2022												0
Preferred Stock, beginning balance (in shares) at Mar. 31, 2022					0		0
Preferred Stock, ending balance (in shares) at Jun. 30, 2022					0
Preferred Stock, beginning balance at Mar. 31, 2022					$ 0		$ 0
Preferred Stock, ending balance at Jun. 30, 2022					$ 0
Balance at beginning (in shares) at Mar. 31, 2022								60,800,000		1	60,799,999
Balance at beginning at Mar. 31, 2022		(33,965,000)				$ (33,965,000)		$ 6,000		$ 0	$ 6,000	$ 0	0	$ 0	163,539,000			$ 163,545,000	$ (6,000)	(502,000)	$ (502,000)	(197,008,000)	$ (197,008,000)
Beginning balance, treasury stock (in shares) at Mar. 31, 2022												0
Stockholders' Deficit
Stock-based compensation		81,000													81,000
Currency translation adjustments		57,000																		57,000
Net loss		(2,113,000)																				(2,113,000)
Balance at end (in shares) at Jun. 30, 2022								60,800,000
Balance at end at Jun. 30, 2022		$ (35,940,000)						$ 6,000				$ 0	0		163,620,000					(445,000)		(199,121,000)
Ending balance, treasury stock (in shares) at Jun. 30, 2022												0
Preferred Stock, beginning balance (in shares) at Dec. 31, 2022		85,000			85,000
Preferred Stock, ending balance (in shares) at Jun. 30, 2023		85,000			85,000
Preferred Stock, beginning balance at Dec. 31, 2022		$ 82,597,000			$ 82,597,000
Preferred Stock, ending balance at Jun. 30, 2023		$ 88,960,000			88,960,000
Mezzanine Equity
Restricted Stock, Shares Issued Before Tax Withholdings								355,100
Balance at beginning (in shares) at Dec. 31, 2022		82,266,160						82,266,160
Balance at beginning at Dec. 31, 2022		$ (29,322,000)						$ 7,000				$ 0	(20,336,000)		271,883,000					(621,000)		(280,255,000)
Beginning balance, treasury stock (in shares) at Dec. 31, 2022		0										0
Stockholders' Deficit
Tax witholding related to vesting of restricted stock units (in shares)								(104,898)
Stock-based compensation		$ 7,365,000													7,365,000
Currency translation adjustments		2,904,000																		2,904,000
Net loss		(27,523,000)																				(27,523,000)
Settlement of shareholder receivable												$ 20,336,000	(20,336,000)
Shares in escrow for Orinter acquisition (in shares)									1,726,405
Shares in escrow for Orinter Acquisition			$ 3,097,000	$ 16,038,000					$ 1,000							$ 3,097,000	$ 16,037,000
Accrual of dividends and accretion of redeemable series A preferred stock	[1]	$ (6,363,000)			$ 6,363,000										(6,363,000)
Balance at end (in shares) at Jun. 30, 2023		84,242,767						84,242,767
Balance at end at Jun. 30, 2023		$ (34,819,000)						$ 8,000				$ (20,336,000)	0		291,004,000					2,283,000		(307,778,000)
Ending balance, treasury stock (in shares) at Jun. 30, 2023		2,033,578										2,033,578
Preferred Stock, beginning balance (in shares) at Mar. 31, 2023					85,000
Preferred Stock, ending balance (in shares) at Jun. 30, 2023		85,000			85,000
Preferred Stock, beginning balance at Mar. 31, 2023					$ 85,655,000
Preferred Stock, ending balance at Jun. 30, 2023		$ 88,960,000			88,960,000
Mezzanine Equity
Restricted Stock, Shares Issued Before Tax Withholdings								355,100
Balance at beginning (in shares) at Mar. 31, 2023								83,992,565
Balance at beginning at Mar. 31, 2023		(26,705,000)						$ 8,000				$ (20,336,000)	0		287,423,000					(630,000)		(293,170,000)
Beginning balance, treasury stock (in shares) at Mar. 31, 2023												2,033,578
Stockholders' Deficit
Tax witholding related to vesting of restricted stock units (in shares)								(104,898)
Stock-based compensation		4,804,000													4,804,000
Currency translation adjustments		2,913,000																		2,913,000
Net loss		(14,608,000)																				(14,608,000)
Shares in escrow for Orinter Acquisition			$ 3,097,000													$ 3,097,000
Accrual of dividends and accretion of redeemable series A preferred stock	[1]	$ (3,305,000)			$ 3,305,000										(3,305,000)
Balance at end (in shares) at Jun. 30, 2023		84,242,767						84,242,767
Balance at end at Jun. 30, 2023		$ (34,819,000)						$ 8,000				$ (20,336,000)	$ 0		$ 291,004,000					$ 2,283,000		$ (307,778,000)
Ending balance, treasury stock (in shares) at Jun. 30, 2023		2,033,578										2,033,578
[1]Dividends accrued for preferred stockholders were $31.60 and $60.75 per share for the three and six months ended June 30, 2022 and 2023.

Condensed Consolidated Statem_5

Condensed Consolidated Statements of Changes in Mezzanine Equity and Stockholders' Deficit (Parenthetical) - $ / shares	Jun. 30, 2023	Jun. 30, 2022
Statement of Stockholders' Equity [Abstract]
Dividends payable (in USD per share)	$ 60.75	$ 31.60

CONDENSED CONSOLIDATED STATEM_6

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Cash flows from operating activities
Net loss	$ (27,523)	$ (9,104)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities
Depreciation and amortization	7,189	5,586
Deferred taxes	62	92
Provision for credit losses, net	(701)	86
Stock-based compensation	7,365	161
Non-cash lease expense and lease impairment charges	457	(76)
Amortization of loan origination fees	4,126	1,638
Payment in kind interest expense	2,807	6,840
Gain on forgiveness of PPP Loan	0	(2,009)
Gain on termination of lease	337	0
Unrealized loss on foreign currency exchange derivatives	129	0
Change in the estimated fair value of earn-out considerations and warrant liability	329	(595)
Changes in operating assets and liabilities
Accounts receivable	(20,468)	(10,168)
Contract assets	(8,795)	(4,175)
Prepaid expenses and other current assets	494	(8,990)
Other non-current assets	(377)	(662)
Amounts payable to related parties	25	836
Accounts payable	24,667	10,211
Accrued expenses and other liabilities	(262)	11,224
Deferred revenue	(985)	(857)
Operating lease liabilities	(608)	121
Other long term liabilities	0	5
Net cash (used in) provided by operating activities	(12,406)	164
Cash flows from investing activities
Capital expenditures	(4,474)	(3,472)
Cash paid for acquisitions, net of cash acquired	(21,919)	0
Purchase of restricted short term investments	(231)	0
Net cash used in investing activities	(26,624)	(3,472)
Cash flows from financing activities
Repayment of long term debt	(2,063)	(259)
Loan origination fee for long term debt	(615)	0
Proceeds from long term debt	15,000	0
Payment of offering costs	(3,672)	(835)
Net cash provided by (used in) by financing activities	8,650	(1,094)
Effect of exchange rate changes on cash and cash equivalents	528	(172)
Net decrease in cash and cash equivalents	(29,852)	(4,574)
Cash and cash equivalents at beginning of period	78,841	15,506
Cash and cash equivalents at end of period	48,989	10,932
Supplemental cash flow information
Cash paid for interest	5,476	94
Cash paid for income taxes	85	0
Non-cash financing and investing activities
Right-of-use assets obtained in exchange for new operating lease liabilities	246	2,888
Property and equipment included in accounts payable	22	0
Unpaid offering costs	0	8,125
Preferred stock dividend accrual	5,164	0
Interest capitalized for software development	123	0
Shares withheld for tax withholding on vesting of restricted stock units	1,015	0
Interep
Non-cash financing and investing activities
Deferred consideration in connection with acquisition of Interep	683	0
Common Class A | Orinter
Non-cash financing and investing activities
Stock issued	16,037	0
Common Class A | Interep
Non-cash financing and investing activities
Stock issued	3,097	0
Earnout Shares | Orinter
Non-cash financing and investing activities
Stock issued	3,719	0
Earnout Shares | Interep
Non-cash financing and investing activities
Stock issued	1,390	0
Earnout Shares | Consolid
Non-cash financing and investing activities
Stock issued	$ 2,520	$ 0

NATURE OF OPERATIONS

NATURE OF OPERATIONS	6 Months Ended
	Jun. 30, 2023
NATURE OF OPERATIONS
NATURE OF OPERATIONS	NATURE OF OPERATIONS Mondee Holdings, Inc. is a Delaware corporation. We refer to Mondee Holdings, Inc. and its subsidiaries, collectively as “Mondee,” the “Company,” “us,” “we”, “our” and "New Mondee" in these condensed consolidated financial statements. Mondee is a rapid-growth, travel technology company and marketplace with a portfolio of globally recognized brands in the leisure and corporate travel sectors. Reverse Recapitalization On July 18, 2022 ( the "Closing Date"), we consummated the business combination pursuant to the Business Combination Agreement, dated December 20, 2021, by and among ITHAX Acquisition Corp. ("ITHAX"), Ithax Merger Sub I, LLC, a Delaware limited liability company and wholly owned subsidiary of ITHAX (“First Merger Sub”), Ithax Merger Sub II, LLC a Delaware limited liability company and wholly owned subsidiary of ITHAX (“Second Merger Sub”) and Mondee Holdings II, Inc., a Delaware corporation (“Legacy Mondee”) (the “Business Combination”). On the Closing Date, following the domestication, First Merger Sub merged with and into Legacy Mondee, with Legacy Mondee surviving such merger as a wholly owned subsidiary of the Company (the “First Merger”). Immediately following the First Merger, Legacy Mondee merged with and into Second Merger Sub, with Second Merger Sub surviving such merger as a wholly owned subsidiary of the Company. On the Closing Date, the registrant changed its name from ITHAX Acquisition Corp. to Mondee Holdings, Inc. The transaction was accounted for as a reverse recapitalization, rather than a business combination, for financial accounting and reporting purposes. Accordingly, Legacy Mondee was deemed the accounting acquirer (and legal acquiree) and ITHAX was treated as the accounting acquiree (and legal acquirer). Under this method of accounting, the reverse recapitalization was treated as the equivalent of Legacy Mondee issuing stock for the net assets of ITHAX, accompanied by a recapitalization.

IMMATERIAL CORRECTIONS OF PREVI

IMMATERIAL CORRECTIONS OF PREVIOUSLY ISSUED QUARTERLY FINANCIAL INFORMATION	6 Months Ended
	Jun. 30, 2023
Accounting Changes and Error Corrections [Abstract]
IMMATERIAL CORRECTIONS OF PREVIOUSLY ISSUED QUARTERLY FINANCIAL INFORMATION	IMMATERIAL CORRECTIONS OF PREVIOUSLY ISSUED QUARTERLY FINANCIAL INFORMATION During the fourth quarter of the year ended December 31, 2022, the Company identified an error related to arrangements with travel agents which requires the recording of travel agent commissions to revenue with a corresponding off-setting entry to sales and marketing expense. As a result, there was an understatement of revenues, net and reported sales and marketing expenses for the unaudited three and six months ended June 30, 2022. Additionally, the Company identified an error related to the classification of credit card processing fees which should have been recorded in sales and marketing expense rather than revenues, net thereby contributing to the understatement of such financial statement line items. There was no impact to net loss for either period. The Company previously disclosed marketing expenses and sales and other expenses separately through the quarter ended September 30, 2022, and for the year ended December 31, 2022, the Company changed its manner of presentation to its current presentation of sales and marketing expense as one financial statement line item. Management assessed the materiality of these errors and concluded the misstatements were not material to the unaudited financial statements for the period ended June 30, 2022. The following table summarizes the effect of the revision on the affected financial statement line items, corresponding to the Company’s presentation of the relevant financial statement line item in the period relevant to the error: Three Months Ended June 30, 2022 As Previously Reported Adjustments As Corrected Condensed Consolidated Statements of Operations Revenues, net $ 42,650 $ 3,006 $ 45,656 Marketing expenses 25,847 2,194 28,041 Sales and other expenses 3,554 812 4,366 Total operating expenses $ 40,984 $ 3,006 $ 43,990 Six Months Ended June 30, 2022 As Previously Reported Adjustments As Corrected Condensed Consolidated Statements of Operations Revenues, net $ 80,303 $ 4,420 $ 84,723 Marketing expenses 49,018 2,944 51,962 Sales and other expenses 6,378 1,476 7,854 Total operating expenses $ 79,321 $ 4,420 $ 83,741

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	6 Months Ended
	Jun. 30, 2023
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Other than policies noted below, there have been no changes to the Company's significant accounting policies described in the annual consolidated financial statements for the year ended December 31, 2022. Basis of Presentation We have prepared the accompanying unaudited condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial reporting. We have included all adjustments necessary for a fair presentation of the results of the interim period. These adjustments consist of normal recurring items. Our interim unaudited condensed consolidated financial statements are not necessarily indicative of results that may be expected for any other interim period or for the full year. These interim unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2022, previously filed with the Securities and Exchange Commission (“SEC”). The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, including acquired businesses from the dates of acquisition. All intercompany accounts and transactions have been eliminated in consolidation. The functional currency of the Company's subsidiaries is generally the respective local currency. For international operations, assets and liabilities are translated into U.S. dollars at the rate of exchange existing at the balance sheet date. Income statement amounts are translated at monthly average exchange rates applicable for the period. Translation gains and losses are included as a component of accumulated other comprehensive gains (losses) in the accompanying condensed consolidated balance sheets. Foreign currency transaction gains and losses are included in other income, net in the accompanying condensed consolidated statements of operations. Use of Estimates The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. We evaluate our estimates on an ongoing basis. We base our estimates on our historical experience and also on assumptions that we believe are reasonable; however, actual results could significantly differ from those estimates. Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable from customers are recorded at the original invoiced amounts net of an allowance for doubtful accounts. We make estimates of expected credit losses for our allowance by considering a number of factors, including the length of time trade accounts receivable are past due, previous loss history continually updated for new collections data, the credit quality of our customers, current economic conditions, reasonable and supportable forecasts of future economic conditions and other factors that may affect our ability to collect from customers. The provision for estimated credit losses is recorded in accounts receivable, net of allowance on our condensed consolidated balance sheets. Foreign Currency Exchange Derivatives The Company is exposed to foreign currency fluctuations and enters into foreign currency exchange derivative financial instruments to reduce the exposure to variability in certain expected future cash flows. The Company uses foreign currency forward contracts with maturities of up to four months to hedge a portion of anticipated exposures. These contracts are not designated as hedging instruments and changes in fair value are recorded in other income, net on the condensed consolidated statement of operations. Realized gains and losses from the settlement of the derivative assets and liabilities are classified as operating activities on the condensed consolidated statement of cash flows. The foreign currency exchange derivatives are recognized on the condensed consolidated balance sheet at fair value within accrued expenses and other current liabilities. The Company does not hold or issue derivatives for trading purposes. Revenue Recognition Our revenues are predominantly generated by providing online travel reservation services, which principally allow travelers to book travel reservations with travel suppliers through our technology solutions. These services are primarily related to reservation of airline tickets. They also include, to a lesser extent, services related to the reservation of hotel accommodations, rental cars, travel packages and purchases of travel insurance and other travel products and services. We have determined the nature of our promise is to arrange for travel services to be provided by travel suppliers, and are therefore an agent in the transaction, whereby we record as revenue the net commission we receive in exchange for our travel reservation services. In these transactions, the travel supplier is determined to be our customer. Travel suppliers consist of Global Distribution System (“GDS”) service providers and airline companies. Our revenue is earned through mark-up fees and commissions, and is recorded net of estimated cancellation, refunds, and chargebacks. Revenue is recognized when the traveler completes a reservation, as our performance obligation is satisfied upon issuance of the ticket or reservation details to the traveler. From time to time, the Company issues credits or refunds to the traveler in the event of cancellations. Additionally, when travel bookings are made, there is a risk of transaction losses as a result of chargebacks pursued by payment processors in connection with fraudulent charges. We record estimates for chargebacks against our mark-up fees or commission earned upon travel bookings as variable consideration. We record estimates for losses related to chargebacks of the travel supplier cost as sales and marketing expense. Reserves are recorded based on our assessment of various factors, including the amounts of actual chargeback activity during the current year. We earn incentives from airline companies that are recognized based on the achievement of contractual targets, which primarily relate to the volume of airline ticket bookings that have taken place, and consequently, are not subject to cancellation. We also receive incentives from our GDS service providers based on the volume of segment bookings mediated by us through the GDS systems. Incentive payments from airline companies and GDS service providers are recognized when performance targets are achieved, as it is probable that a significant reversal of any incremental revenue will not occur. This revenue is recognized net of variable consideration, including cancellations, refunds, and shortfall penalty fees, as applicable. In Brazil and Mexico, the Company partners with financing companies to allow travelers the possibility of purchasing the product of their choice through financing plans established, offered and administrated by such financing companies. Participating financing companies bear full risk of fraud, delinquency, or default by travelers. When travelers elect to finance their purchase, we receive payments from financing companies as installments become due regardless of when the traveler makes the scheduled payments. In most cases, we receive payments before travel occurs or during travel, and the period between completion of booking and receipt of scheduled payments is typically one year or less. The Company uses the practical expedient and does not recognize a significant financing component when the difference between payment and revenue recognition is less than a year. In partnering with the financing companies mentioned above, the Company has the option to collect pay ments upfront or receive in installments as they become due. Upfront payments are determined to be factoring transactions, and therefore financing fees associated with these payments are recorded within interest expense. Financing fees for payments received in installments are recorded within sales and marketing expense. During the three and six months ended June 30, 2023, the Company incurred factoring fees of $697 and $1,075, respectively, which represents 10% and 8%, respectively, of the total other income, net on the condensed consolidated statements of operations. In addition to travel-related revenue, we also earn incentives from fintech programs held with banks and financial institutions, which we leverage in our payment processing and settlement platform. Our fintech programs include a wide array of payment options, such as credit cards, wallets, alternate payment methods, and next generation fraud protection tools. These incentives received are based on the aggregate transaction amounts processed by us. Our Rocketrip platform offers a corporate travel cost savings solution through its technology platform. We generate subscription revenues from customers who are provided access to our platform as software-as-a-service ("SaaS"). When the customer signs up to use the platform, payment is collected upfront. Subscription revenue is recognized on a straight-line basis over the term of the agreement using a time-based measure of progress, as the nature of the Company’s promise to the customer is to stand ready to provide platform access. TripPlanet is an end-to-end business travel platform for small-to-medium sized enterprises, membership organizations, associations, educational institutions, and non-governmental organizations. The platform combines the Company's global content hub, marketplace, and conversational commerce engine to provide organizations discounted rates for airfare, hotels, and car rentals using our private platform. Individuals within these organizations can also utilize the platform for leisure travel. When the customer signs up to use the platform, payment is collected upfront. Subscription revenue is recognized on a straight-line basis over the term of the agreement using a time-based measure of progress, as the nature of the Company’s promise to the customer is to stand ready to provide platform access. The subscription term is generally one month or one year depending on the type of subscription purchased. The Company also earns variable consideration from commissions and margins earned from each travel booking made on the platform. The Company applies the series guidance variable consideration estimation exception to recognize the variable fees upon the completion of travel bookings as this is when our performance obligation is satisfied. Unpub provides consumer groups access to a subscription-based private membership travel platform where they can purchase flights, reserve hotel rooms and rental cars, and receive member benefits. When the customer signs up to use the platform, payment is collected upfront. Subscription revenue is recognized on a straight-line basis over the term of the agreement using a time-based measure of progress, as the nature of the Company’s promise to the customer is to stand ready to provide platform access. The subscription term is generally for one year. The Company also earns variable consideration from commissions and margins earned from each travel booking made on the platform. The Company applies the series guidance variable consideration estimation exception to recognize the variable fees upon the completion of travel bookings as this is when our performance obligation is satisfied. Certain Risks and Concentrations Our business is subject to certain risks and concentrations including dependence on relationships with travel suppliers, primarily airlines, dependence on third-party technology providers, exposure to risks associated with online commerce security and payment related fraud. We also rely on GDS service providers and third-party service providers for certain fulfillment services. Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. Significant concentrations are those that represent more than 10% of the Company's total revenue or total accounts receivable and contract assets. As of June 30, 2023, there were two financing companies that accounted for 63% and 13% of the total accounts receivable balance at period end. As of December 31, 2022, two customers accounted for 23% of total accounts receivable and contract assets. The Company performs credit evaluations of its customers and generally does not require collateral for sales on credit. The Company’s accounts receivable comprises of amounts due from affiliates, airline companies, GDS service providers and financing companies, which are well established institutions that the Company believes to be of high quality. The Company reviews accounts receivable balances to estimate the expected credit loss and record it within the allowance for doubtful accounts. The Company’s cash and cash equivalents are on deposit with major financial institutions. Such deposits may be in excess of insured limits. The Company has not experienced any losses due to institutional failure or bankruptcy. Recently Adopted Accounting Pronouncements In June 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2016-13, “Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments,” or ASU No. 2016-13. The amendments in ASU No. 2016-13 introduce an approach based on expected losses to estimated credit losses on certain types of financial instruments, modify the impairment model for available-for-sale debt securities and provide for a simplified accounting model for purchased financial assets with credit deterioration since their origination. The new standard requires financial assets measured at amortized cost be presented at the net amount expected to be collected, through an allowance for credit losses that is deducted from the amortized cost basis. The Company adopted ASU 2016-13 as of January 1, 2023 with no material impact to its condensed consolidated financial statements. In October 2021, the FASB issued new guidance related to recognizing and measuring contract assets and contract liabilities from contracts with customers acquired in a business combination. The new guidance will require acquiring entities to apply Topic 606 to recognize and measure contract assets and contract liabilities in a business combination as compared to current U.S. GAAP where an acquirer generally recognizes such items at fair value on the acquisition date. The new guidance is effective on a prospective basis for fiscal years beginning after December 15, 2022, with early adoption permitted. The Company adopted this guidance as of January 1, 2023 and applied Topic 606 to recognize and measure contract assets and contract liabilities of business combinations executed beginning January 1, 2023 and onwards. Recently Issued Accounting Pronouncements Not Yet Adopted The Company has considered the applicability of recently issued accounting pronouncements by the FASB and have determined that they are either not applicable or are not expected to have a material impact on the Company's condensed consolidated financial statements. Change in Financial Statement Presentation

GOODWILL AND INTANGIBLE ASSETS,

GOODWILL AND INTANGIBLE ASSETS, NET	6 Months Ended
	Jun. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
GOODWILL AND INTANGIBLE ASSETS, NET	GOODWILL AND INTANGIBLE ASSETS, NET The following table presents the changes in goodwill by reportable segments: Travel Marketplace SaaS Platform Total Balance as of December 31, 2022 $ 58,999 $ 7,421 $ 66,420 Additions 9,172 — 9,172 Foreign currency translation impact 438 — 438 Balance as of June 30, 2023 $ 68,609 $ 7,421 $ 76,030 Indefinite-lived Intangible Assets . Our indefinite-lived intangible assets relate to trade names acquired in various acquisitions in past periods. Intangible assets, net includes indefinite-life intangible assets of $12,028 as of June 30, 2023 and December 31, 2022, respectively. Definite-life intangible assets, net consisted of the following as of June 30, 2023: Gross Carrying Amount Accumulated Amortization Net Carrying Amount Customer relationships $ 89,402 $ (32,569) $ 56,833 Trade name 20,692 (5,767) 14,925 Acquired technology 7,430 (7,430) — Supplier relationships 5,767 (1,346) 4,421 Developed technology 7,220 (2,667) 4,553 Covenants not to compete 332 (332) — Balances as of June 30, 2023 $ 130,843 $ (50,111) $ 80,732 Definite-life intangible assets, net consisted of the following as of December 31, 2022: Gross Carrying Amount Accumulated Amortization Net Carrying Amount Customer relationships $ 60,778 $ (29,288) $ 31,490 Trade name 9,580 (5,295) 4,285 Acquired technology 7,430 (7,430) — Supplier relationships 5,767 (1,153) 4,614 Developed technology 7,220 (2,267) 4,953 Covenants not to compete 332 (332) — Balances as of December 31, 2022 $ 91,107 $ (45,765) $ 45,342 Amortization expense for intangible assets was $2,329 and $1,584 for the three months ended June 30, 2023 and 2022, respectively, and $4,290 and $3,169 for the six months ended June 30, 2023 and 2022, respectively. The estimated future amortization expense related to intangible assets with definite lives is as follows: Fiscal years ending December 31, 2023 (remaining six months) $ 4,992 2024 9,983 2025 9,805 2026 9,449 2027 9,449 Thereafter 37,054 $ 80,732

DEBT

DEBT	6 Months Ended
	Jun. 30, 2023
Debt Disclosure [Abstract]
DEBT	DEBT The following table summarizes the Company's outstanding borrowing arrangements, excluding governmental loans: As of June 30, As of December 31, 2023 2022 Term Loan B $ 104,371 $ 106,250 Term Loan A 14,816 — Term Loan B payment in-kind interest 49,201 46,518 Term Loan A payment in-kind interest 247 — Others — 14 Total outstanding principal balance 168,635 152,782 Less: Term Loan B unamortized debt issuance costs and discounts (14,541) (18,386) Less: Term Loan A unamortized debt issuance costs and discounts (334) — Total debt 153,760 134,396 Less: Current portion of long-term debt (8,250) (7,514) Long-term debt, excluding current portion $ 145,510 $ 126,882 TCW Credit Agreement On December 23, 2019, the Company, entered into a financing agreement (the “TCW Agreement”) with TCW (the "Lenders") consisting of a $150,000 multi-draw term loan with a maturity date of December 23, 2024 (the “TCW Term Loan”). Additionally, on the same day, the Company entered into a revolving credit facility (" TCW LOC") with an aggregate principal amount not exceeding $15,000. Undrawn balances available under the revolving credit facility are subject to commitment fees of 1%. These facilities are guaranteed and are secured by substantially all of the assets of the Company. On January 11, 2023, the Company executed a Ninth Amendment to the financing agreement with TCW (the “Ninth Agreement”), wherein Wingspire Capital LLC ("Wingspire") became a party to the TCW Agreement. Wingspire funded an additional $15,000 of term loan commitment on top of the already outstanding TCW Term Loan (the “Wingspire Term Loan”). Additionally, the Ninth Amendment split the TCW Term Loan into two loans (“Term Loan A” and “Term Loan B”). Term Loan A will be represented by Wingspire with an outstanding principal balance of $30,000 and Term Loan B will be represented by TCW with an outstanding principal balance of $137,753. Additionally, pursuant to the Ninth Amendment, Wingspire consented to take over the TCW LOC for a principal amount not to exceed $15,000. Until January 11, 2024, the Company has the option to increase Term Loan A by $20,000 under two conditions: (i) the Company must have a trailing 12-month EBITDA of at least $25,000; and (ii) the Company must draw in increments of at least $5,000. On January 31, 2023, the Company executed a tenth amendment to the TCW Agreement (the “Tenth Amendment”). The Tenth Amendment (1) set forth the terms on which we could acquire Tour & Travel, S.A. (“Orinter”), pursuant to that certain Share Purchase and Sale Agreement, dated as of January 31, 2023, among us, Mondee Brazil, LLC, a Delaware limited liability company (“Mondee Brazil”), OTT Holdings Ltda. (“OTT Holdings”), Orinter, and the other parties named therein (the “Orinter Purchase Agreement”); (2) set forth the terms on which we could pay the earn-out payment contemplated to be paid to OTT Holdings and certain key executives of OTT Holdings pursuant to the Orinter Purchase Agreement; (3) required that Mondee Brazil join as a party to the TCW Agreement and the Security Agreement (as defined in the TCW Agreement); (4) required that Mondee, Inc. pledge 100% of the equity interests of Mondee Brazil; and (5) required that Mondee Brazil and Mondee Inc. pledge 100% of the equity interests of Orinter. The effective interest on Term Loan B for the six months ended June 30, 2023, and 2022 is 24% and 16%, respectively. The effective interest on the Term Loan A for the six months ended June 30, 2023 is 17%. As of June 30, 2023, and December 31, 2022, the total estimated fair value of the Company’s TCW Credit Agreement was $140,033 and $143,651, respectively. As of June 30, 2023, the total fair value of the Company's Wingspire loan was $13,734. The fair value of debt is calculated using a market-based discount rate.

FAIR VALUE MEASUREMENT

FAIR VALUE MEASUREMENT	6 Months Ended
	Jun. 30, 2023
Fair Value Disclosures [Abstract]
FAIR VALUE MEASUREMENT	FAIR VALUE MEASUREMENT The Company evaluates assets and liabilities subject to fair value measurements on a recurring basis to determine the appropriate level in which to classify them for each reporting period. The following table sets forth the Company’s financial liabilities that were measured at fair value, on a recurring basis: June 30, 2023 Level 1 Level 2 Level 3 Total Liabilities Warrant liability - private placement warrants (1) $ — $ — $ 921 $ 921 Orinter earn-out consideration (2) — — 4,220 4,220 Consolid earn-out consideration (3) — — 2,630 2,630 Interep earn-out consideration (4) — — 1,480 1,480 Foreign currency exchange derivatives (5) — 289 — 289 Total liabilities $ — $ 289 $ 9,251 $ 9,540 December 31, 2022 Level 1 Level 2 Level 3 Total Liabilities Warrant liability - private placement warrants (1) $ — $ — $ 1,293 $ 1,293 ______________________________ (1) On February 1, 2021, with the closing of its initial public offering, ITHAX consummated the sale of 675,000 private placement units, including the exercise by the underwriters of their over-allotment option. As of June 30, 2023, the Company had 232,500 private placement warrants outstanding. (2) The Orinter earn-out consideration represents arrangements to pay the former owners of Orinter, which was acquired by the Company in 2023. The undiscounted maximum payment under the arrangement is $10,000 in aggregate at the end of fiscal years 2023 through 2025. As of June 30, 2023, no payments have been made. Earn-out consideration is included in earn-out liability, net, current portion and earn-out liability, net, excluding current portion on the Company's condensed consolidated balance sheets. (3) The Consolid earn-out consideration represents arrangements to pay the former owners of Consolid, which was acquired by the Company in 2023. The Company may be required to make earn-out payments up to an aggregate of $1,000 and 400,000 shares of common stock contingent on Consolid meeting certain adjusted EBITDA targets. As of June 30, 2023, no payments have been made. Earn-out consideration is included in earn-out liability, net, current portion and earn-out liability, net, excluding current portion on the Company's condensed consolidated balance sheets. (4) The Interep earn-out consideration represents arrangements to pay the former owners and key executives of Interep, which was acquired by the Company in 2023. The Company may be required to make earn-out payments of up to $3,000 contingent upon Interep reaching specified EBITDA targets by the end of fiscal year 2025. As of June 30, 2023, no payments have been made. Earn-out consideration is included in earn-out liability, net, current portion and earn-out liability, net, excluding current portion on the Company's condensed consolidated balance sheets. (5) The Company uses foreign currency forwards contracts with maturities of up to 4 months to hedge a portion of anticipated exposures. The foreign currency exchange derivatives are recognized on the condensed consolidated balance sheet at fair value within accrued expenses and other current liabilities. Short-Term Financial Assets and Liabilities The fair value of Company’s short-term financial assets and liabilities including cash and cash equivalents, accounts receivable, accounts payable, deferred underwriting fee, and accrued expenses approximated their carrying values as of June 30, 2023 and December 31, 2022, due to their short-term nature. The Company’s restricted short-term investments are certificate of deposits held at banks and the Company intends to hold to maturity, and as such are recorded on an amortized cost basis. All of the Company's outstanding debt are recorded on an amortized cost basis. Foreign Currency Exchange Derivatives The notional amount of the foreign currency exchange derivatives outstanding as of June 30, 2023 is $6,404. The notional amount of a foreign currency forward contract is the contracted amount of foreign currency to be exchanged and is not recorded in the balance sheets. The changes in fair value of the foreign currency exchange derivatives are recorded in other income, net in the condensed consolidated statement of operations for the three and six months ended June 30, 2023 is $117 and $129, respectively. Roll-forward of Level 3 Recurring Fair Value Measurements The following tables summarizes the fair value adjustments for liabilities measured using significant unobservable inputs (Level 3): Earn-out consideration Three Months Ended Six Months Ended 2023 2022 2023 2022 Balance, beginning of period $ 3,890 $ 762 $ — $ 597 Additions of earn-out consideration with the acquisition of Orinter — — 3,719 — Additions of earn-out consideration with the acquisition of Interep 1,390 — 1,390 — Additions of earn-out consideration with the acquisition of Consolid 2,520 — 2,520 — Change in the estimated fair value of earn-out consideration 530 (760) 701 (595) Balance, end of the period $ 8,330 $ 2 $ 8,330 $ 2 The earn-out consideration consists of the fair values of the contingent consideration for the acquisition of Orinter, Interep and Consolid. See Note 6 for further detail. The earn-out considerations are fair valued using the Monte Carlo Method and is a Level 3 measurement because the Company estimates projections during the earn-out period utilizing various potential pay-out scenarios. The Monte Carlo simulation method repeats a process thousands of times in an attempt to predict all the possible future outcomes. At the end of the simulation, several random trials produce a distribution of outcomes that are then analyzed to determine the average present value of the earn-out liability. The valuation model utilized the following assumptions for the valuation of the earn-out liabilities as of June 30, 2023: Orinter Interep Consolid Cost of equity 27.0% 32.0% 28.0% EBITDA volatility 48.0% 105.0% 63.0% Equity volatility 59.0% 59.0% 59.0% Required metric risk premium 22.0% 57.0% 30.0% Management's projected EBITDA $11,121 - $13,485 $5,085 - $6,628 $1,596 - $1,993 Risk-neutral adjustment factor 0.78 - 0.95 0.57 - 0.89 0.82 - 0.89 Risk-neutral EBITDA $10,398 - $10,578 $3,621 - $4,672 $1,385 - $1,591 The earn-out consideration is recorded in earn-out liability, net, current portion and earn-out liability, net, excluding current portion on the Company’s condensed consolidated balance sheets. Changes to the unobservable inputs do not have a material impact on the Company’s condensed consolidated financial statements. The Company recognized a loss of $530 and $701 for the remeasurement of the earn-out liabilities during the three and six months ended June 30, 2023, respectively, recorded as general and administrative expenses within the condensed consolidated statements of operations. Private placement warrant liability Three Months Ended Six Months Ended 2023 2022 2023 2022 Balance, beginning of period $ 1,314 $ — $ 1,293 $ — Change in the estimated fair value of warrants (393) — (372) — Balance, end of the period $ 921 $ — $ 921 $ — The private placement warrant liability is fair valued using the Black-Scholes option-pricing model. The following table provides quantitative information regarding assumptions used in the Black-Scholes option-pricing model to determine the fair value of the private placement warrants as of June 30, 2023 and December 31, 2022: June 30, 2023 December 31, 2022 Stock price $8.91 $10.88 Term (in years) 4.1 4.6 Expected volatility 62.0% 60.0% Risk-free rate 4.3% 4.1% Dividend yield —% —% Changes to the unobservable inputs do not have a material impact on the Company’s condensed consolidated financial statements. The Company recognized a gain of $393 and $372 during the three and six months ended June 30, 2023, respectively, recorded in changes in fair value of warrant liability within the condensed consolidated statements of operations. There were no transfers between Level 1, Level 2 or Level 3 fair value hierarchy categories of financial instruments for the six months ended June 30, 2023 and the twelve months ended December 31, 2022. Assets Measured at Fair Value on a Nonrecurring Basis Our non-financial assets, such as goodwill, intangible assets and property and equipment, are not required to be measured at fair value on a recurring basis. However, if certain triggering events occur such that a non-financial instrument is required to be evaluated for impairment and an impairment is recorded to reduce the non-financial instrument’s carrying value to the fair value as a result of such triggering events, the non-financial assets are measured at fair value for the period such triggering events occur. For the three and six months ended June 30, 2023 and 2022, respectively, the Company has not recorded any impairment charges on non-financial assets.

BUSINESS COMBINATIONS

BUSINESS COMBINATIONS	6 Months Ended
	Jun. 30, 2023
Business Combinations [Abstract]
BUSINESS COMBINATIONS	BUSINESS COMBINATIONS Orinter Acquisition On January 31, 2023 (the "Orinter Closing Date"), the Company executed the Share Purchase and Sale Agreement (the "Orinter Purchase Agreement") to acquire all of the outstanding equity interests in Orinter Tour & Travel, S.A. ("Orinter") from OTT Holding Ltd (the "Sellers") (such transactions contemplated by the Orinter Purchase Agreement, the “Orinter Acquisition”). Orinter is a high-growth and leading travel provider that currently serves a multitude of travel companies, with a strong presence in Brazil and Latin America. Through this acquisition, the Company has expanded its geographic footprint to include Brazil's domestic and outbound travel market. Additionally, Orinter’s direct relationships with Latin American hotels will provide valuable cross-sell opportunities for the Company. The acquisition date fair value of consideration transferred for Orinter is as follows: Cash consideration (i) $ 21,556 Issuance of Class A Common Stock (ii) 16,037 Fair value of earn-out consideration (iii) 3,719 Total purchase price consideration $ 41,312 i. Cash consideration of $20,020 paid and $1,536 holdback consideration transferred to an escrow account as a guarantee in case of necessity of reimbursement, payment and/or use by Orinter for fulfillment of obligations of Orinter deriving from customers credits and customers prepayment. ii. Issuance of 1,726,405 shares of common stock to be maintained in an escrow account. The release of the shares are as follows: (a) 903,202 after a period of 12 months from the Orinter Closing Date, and (b) 823,203 shares after a period of 24 months from the Orinter Closing Date. iii. The purchase price consideration includes an earn-out obligation of $10,000 (paid in equal installments over 3 years) contingent on Orinter meeting EBITDA targets of $10,500, $11,500, and $12,500, for the years ended December 31, 2024, 2025 and 2026, respectively. The Company estimated the preliminary fair value of acquired assets and liabilities as of the effective time of the business combination based on information currently available and continues to adjust those estimates upon refinement of market participant assumptions for integrating businesses. As the Company finalizes the fair value of assets acquired and liabilities assumed, additional purchase price adjustments may be recorded during the measurement period, but no later than one year from the date of the Business Combination. The Company will reflect measurement period adjustments, if any, in the period in which the adjustments are recognized. Final determination of the fair values may result in further adjustments to the values presented in the following table. Assets acquired: Estimated Fair Value Cash $ 624 Accounts receivable 40,431 Prepaid expenses and other current assets 1,447 Property and equipment 336 Goodwill 6,905 Operating lease right-of-use-assets 172 Intangible assets 29,180 Fair value of assets acquired 79,095 Liabilities assumed: Accounts payable 31,243 Accrued expenses and other current liabilities 6,437 Operating lease liabilities 103 Fair value of liabilities assumed 37,783 Total purchase consideration $ 41,312 During the measurement period, not to exceed one year from the date of acquisition, we may record adjustments to the assets acquired and liabilities assumed, with a corresponding offset to goodwill. Goodwill The excess of the purchase price consideration over the fair values assigned to the assets acquired and liabilities assumed was recorded as goodwill. The resulting goodwill is primarily attributable to expected post-acquisition synergies from integrating Orinter’s technology with Mondee’s platform and technology. Goodwill recorded in connection with the acquisition was allocated to the travel marketplace segment and is amortizable for income tax purposes. The goodwill attributable to the acquisition was recorded as a non-current asset and is not amortized but is subject to an annual review for impairment. Identifiable Intangible Assets The following table sets forth the components of identifiable intangible assets acquired and their estimated useful lives as of the date of acquisition: Useful life (years) Fair value Customer relationships 11 $ 21,500 Trade names 15 7,680 Total acquired intangibles $ 29,180 Since the acquisition, Orinter was included in the Company's travel marketplace segment. Acquisition costs related to the Orinter Acquisition were not material. The amounts of revenue and pretax net income of Orinter included in the Company’s condensed consolidated statement of operations from the Orinter Closing Date to June 30, 2023 were $24,923 and $5,359, respectively. Unaudited Pro Forma Financial Information The following unaudited pro forma financial information gives effect to the acquisition of Orinter as if it were consummated on January 1, 2022 (the beginning of the comparable prior reporting period), including certain pro forma adjustments that were directly attributable to the Orinter Acquisition, including additional amortization adjustments for the fair value of the assets acquired. This data is presented for informational purposes only and is not intended to represent or be indicative of the results of operations that would have been reported had the acquisition occurred on January 1, 2022. Actual results may differ from the unaudited combined pro forma information presented below: Three Months Ended Six Months Ended 2023 2022 2023 2022 Revenue $ 15,872 $ 10,560 $ 29,343 $ 19,452 Net earnings 3,211 1,554 5,046 1,806 Interep Acquisition On May 12, 2023 (the “Interep Closing Date”), the Company acquired all of the outstanding stock of Interep Representações Viagens E Turismo S.A. (“Interep”, such transaction referred to as the "Interep Acquisition") . Interep is a Brazilian travel operator that focuses on the upscale segment of the travel market. This acquisition further expands the Company's geographical footprint in Latin America, enhance its product offerings and provide a complementary distribution network to that of Orinter, given Interep's focus on the luxury market. The acquisition date fair value of consideration transferred for Interep is as follows: Cash consideration (i) (ii) $ 4,633 Issuance of Class A Common Stock (iii) 3,097 Other consideration - travel credit (iv) 50 Fair value of earn-out consideration (v) 1,390 Total purchase consideration $ 9,170 In connection with the acquisition, the Company agreed to pay total consideration of (i) $4,000 on the Interep Closing Date, (ii) a deferred payment of $720 paid in 36 installments, (iii) 411,000 shares of Company Class A Common Stock, (iv) $50 in travel credits, and (v) an earn-out component up to an aggregate of $3,000 contingent on Interep meeting certain adjusted EBITDA targets. The 411,000 shares of Company Class A Common Stock were legally issued on July 12, 2023. The Company estimated the preliminary fair value of acquired assets and liabilities as of the effective time of the Interep Acquisition based on information currently available and continues to adjust those estimates upon refinement of market participant assumptions for integrating businesses. As the Company finalizes the fair value of assets acquired and liabilities assumed, additional purchase price adjustments may be recorded during the measurement period, but no later than one year from the date of the Interep Acquisition. The Company will reflect measurement period adjustments, if any, in the period in which the adjustments are recognized, to the assets acquired and liabilities assumed, with a corresponding offset to goodwill. Final determination of the fair values may result in further adjustments to the values presented in the following table. Assets acquired: Estimated Fair Value Cash $ 2,925 Accounts receivable 21,697 Prepaid expenses and other current assets 683 Property and equipment 61 Operating lease right-of-use-assets 63 Other non-current assets 9 Deferred income tax asset 265 Goodwill 558 Intangible assets 7,060 Fair value of assets acquired 33,321 Liabilities assumed: Accounts payable 22,962 Accrued expenses and other current liabilities 1,112 Operating lease liabilities 63 Other long-term liabilities 14 Fair value of liabilities assumed 24,151 Total purchase consideration $ 9,170 The Company recorded $4,880 for customer relationships with an estimated useful life of 7.5 years, and $2,180 for trade names with an estimated useful life of 15 years. The resulting goodwill is primarily attributable to the assembled workforce and expanded market opportunities from the Interep Acquisition. Goodwill recorded in connection with the acquisition was allocated to the travel marketplace segment and is amortizable for income tax purposes. Acquisition costs related to the Interep Acquisition were not material. The Company has included the financial results of Interep in its condensed consolidated financial statements from the Interep Closing Date, which have not been material to date. Pro forma results of operations have not been presented because the effect of the acquisition was not material to the condensed consolidated statements of operations. Consolid Acquisition On May 12, 2023 (the “Consolid Closing Date”), the Company acquired all of the outstanding stock in Consolid Mexico Holding, S.A. P.I. de C.V. ("Consolid") (such transaction referred to as the "Consolid Acquisition”). Consolid is a high-growth, leading travel provider based in Mexico with the main objective of generating higher income for travel agencies in Mexico and around the world through first-class technological tools with products and services. Through this acquisition, the Company expands its geographic footprint in Mexico's domestic and outbound travel market, as well as in other areas of Latin America. The acquisition date fair value of consideration transferred for Consolid is as follows: Amount Cash consideration $ 3,406 Fair value of earn-out consideration 2,520 Total purchase consideration $ 5,926 In connection with the Consolid Acquisition, the Company agreed to pay cash consideration of $3,406 and an earn-out component up to an aggregate of $1,000 cash and 400,000 shares of Company Class A Common Stock, contingent on Consolid meeting certain adjusted EBITDA targets. The Company intends to claw back the net working capital adjustment of $556 net of future earn-out payments, and therefore, the $556 is recorded net against the fair value of the earn-out liability on the condensed consolidated balance sheet since these amounts have the right to offset. The Company estimated the preliminary fair value of acquired assets and liabilities as of the effective time of the Consolid Acquisition based on information currently available and continues to adjust those estimates upon refinement of market participant assumptions for integrating businesses. As the Company finalizes the fair value of assets acquired and liabilities assumed, additional purchase price adjustments may be recorded during the measurement period, but no later than one year from the date of the Consolid Acquisition. The Company will reflect measurement period adjustments, if any, in the period in which the adjustments are recognized, to the assets acquired and liabilities assumed, with a corresponding offset to goodwill. Final determination of the fair values may result in further adjustments to the values presented in the following table. Assets acquired: Estimated Fair Value Cash $ 4,050 Accounts receivable 3,569 Prepaid expenses and other current assets 1,236 Deferred income tax assets 1,067 Property and equipment 90 Goodwill 1,709 Operating lease right-of-use-assets 143 Intangible assets 1,682 Other non-current assets 41 Fair value of assets acquired 13,587 Liabilities assumed: Accounts payable 5,441 Accrued expenses and other current liabilities 1,261 Operating lease liability 143 Deferred income tax 505 Other long-term liabilities 311 Fair value of liabilities assumed 7,661 Total purchase consideration $ 5,926 The intangible assets acquired include for customer relationships with a fair value of $924 and an estimated useful life of 8.5 years, as well as trade names with a fair value of $758 and an estimated useful life of 15 years. The Company recorded approximately $1,709 of goodwill, which is primarily attributed to the assembled workforce and expanded market opportunities obtained through the Consolid Acquisition. Goodwill recorded in connection with the acquisition was allocated to the travel marketplace segment and is not deductible for income tax purposes. Acquisition costs related to the Consolid Acquisition were not material. The Company has included the financial results of Consolid in its condensed consolidated financial statements from the Consolid Closing Date, which have not been material to date. Pro forma results of operations have not been presented because the effect of the acquisition was not material to the condensed consolidated statements of operations.

REVENUE

REVENUE	6 Months Ended
	Jun. 30, 2023
Revenue from Contract with Customer [Abstract]
REVENUE	REVENUE Disaggregation of Revenue The Company believes that the disaggregation based on the reportable segments best depicts how the nature, amount, timing and uncertainty of our revenues and cash flows are affected by industry, market, and other factors. As described in Note 13, the Company has two reportable segments, travel marketplace and SaaS platform. Three Months Ended Six Months Ended 2023 2022 2023 2022 Revenue from travel marketplace $ 56,652 $ 45,403 $ 106,201 $ 84,178 Revenue from SaaS platform 119 253 499 545 $ 56,771 $ 45,656 $ 106,700 $ 84,723 Contract Balances The timing of revenue recognition, billing, and cash collection results in the recognition of accounts receivable, contract assets and contract liabilities on the condensed consolidated balance sheets. Contract assets represent unbilled and accrued incentive revenues from airline companies and our GDS service providers based on the achievement of contractual targets defined at contract inception. Contract liabilities, discussed below, are recorded as deferred revenue on the condensed consolidated balance sheets and disclosures. Cash received that are contingent upon the satisfaction of performance obligations are accounted for as deferred revenue. Deferred revenue primarily relates to cash advances received from GDS service providers for future bookings of airline tickets. The opening and closing balances of accounts receivable and deferred revenue are as follows: Accounts Contract Deferred Ending Balance as of December 31, 2022 $ 21,733 $ 5,794 $ 20,484 Increase/(decrease), net 88,939 9,545 (985) Ending Balance as of June 30, 2023 $ 110,672 $ 15,339 $ 19,499 During the six months ended June 30, 2023, the Company recognized revenue of $1,830 from the deferred revenue balance as of December 31, 2022. As of June 30, 2023, the Company expects approximately 30% of total deferred revenue to be realized within one year, approximately 35% within one four

INCOME TAXES

INCOME TAXES	6 Months Ended
	Jun. 30, 2023
Income Tax Disclosure [Abstract]
INCOME TAXES	INCOME TAXES We have assessed our ability to realize our deferred tax assets and have recorded a valuation allowance against such assets to the extent that, based on the weight of all available evidence, it is more likely than not that all or a portion of the deferred tax assets will not be realized. In assessing the likelihood of future realization of our deferred tax assets, we placed significant weight on our history of generating tax losses. As a result, we have a valuation allowance against substantially all of our net deferred tax assets in the United States and certain other jurisdictions. We expect to maintain a valuation allowance in such jurisdictions for the foreseeable future. We determine our provision for income taxes for interim periods using an estimate of our annual effective tax rate. We record any changes affecting the estimated annual effective tax rate in the interim period in which the change occurs, including discrete items. The tax expense arising on account of tax amortization of an indefinite lived intangible asset and the state minimum taxes is calculated based on the discrete approach. The Company recorded a $1,476 liability for an income tax contingency related to the acquisition of Orinter. At the date of acquisition, we recognized an indemnification asset at the same time and on the same basis as the recognized liability, to the extent that collection is reasonably assured, in accordance with ASC 805. The effective income tax rate was (16)% and (11)% on the pre-tax loss for the three and six months ended June 30, 2023, respectively, and (12)% and (3)% for the three and six months ended June 30, 2022, respectively. The effective tax rate differs from the U.S. statutory rate primarily due to the valuation allowance on certain of the Company’s deferred tax assets as not all of the deferred tax assets are more likely than not to be realized.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	6 Months Ended
	Jun. 30, 2023
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	COMMITMENTS AND CONTINGENCIES Legal Matters From time to time, the Company may be a party to litigation and subject to claims incidental to its business. Although the results of litigation and claims cannot be predicted with certainty, the Company currently believes that the final outcome of these matters will not have a material effect on its business. Regardless of the outcome, litigation can have an adverse impact on the Company because of judgment, defense and settlement costs, diversion of management resources, and other factors. As of June 30, 2023 the Company currently has two outstanding legal claims that may have a material impact. Litigation Relating to LBF Acquisition. Thomas DeRosa, a shareholder of LBF Travel Management Corp. (f/k/a LBF Travel, Inc.), the entity that sold LBF Travel Holdings, LLC to Mondee, sued LBF Travel Management Corp. and its CEO to recover a portion of the proceeds of the sale of LBF Travel Holdings, LLC to Mondee. Mondee was later added as a party to this litigation via a third-party complaint that alleges, among other things, that Mondee aided and abetted the directors and officers of LBF Travel Management Corp. in breaches of their fiduciary duties in connection with the acquisition. The case remains pending in Federal Court. There is a separate state court action that has been stayed. While the Company believes that they will be successful based on their position, it is nevertheless reasonably possible that the Company could be required to pay any assessed amounts in order to contest or litigate the assessment and an estimate for a reasonably possible range of loss of any such payments cannot be made. On October 13, 2021, Mondee received a summons from Global Collect Services B.V. to appear in the District Court of Amsterdam with respect to a claim of $548 for past dues and outstanding invoices, fees, plus interest and costs of collection. The Company is in current discussions to settle this lawsuit and at this time the Company cannot reasonably estimate the possible loss. Letters of Credit The Company had $7,578 and $7,432 secured letters of credit outstanding as of June 30, 2023 and December 31, 2022, respectively. These primarily relate to securing the payment for the potential purchase of airline tickets in the ordinary course of business and are collateralized by term deposits, for which the contractual obligation is less than a year.

EMPLOYEE BENEFIT PLAN

EMPLOYEE BENEFIT PLAN	6 Months Ended
	Jun. 30, 2023
Defined Benefit Plan [Abstract]
EMPLOYEE BENEFIT PLAN	EMPLOYEE BENEFIT PLAN The Company sponsors a 401(k) defined contribution plan covering its employees in the United States of America. Participants may contribute a portion of their compensation to the 401(k) plan, subject to limitations under the Internal Revenue Code. The Company does not match contributions to its 401(k) plan. The Company’s Gratuity Plan in India (the “India Plan”) provides for a lump sum payment to vested employees on retirement or upon termination of employment in an amount based on the respective employee’s salary and years of employment with the Company. Liabilities with regard to the India Plan are determined by actuarial valuation using the projected unit credit method. Current service costs for these plans are accrued in the year to which they relate. Actuarial gains or losses or prior service costs, if any, resulting from amendments to the plans are recognized and reported as personnel expenses in the condensed consolidated statement of operations. Components of net periodic benefit costs are as follows: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Current service cost $ 25 $ 2 $ 62 $ 23 Interest cost 7 2 18 8 Net actuarial (gain) recognized in the period (72) (12) (162) (15) Expenses recognized in the condensed consolidated statement of operations $ (40) $ (8) $ (82) $ 16 The components of actuarial gain/(loss) on retirement benefits are as follows: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Actuarial gain for the period obligation $ 72 $ 12 $ 162 $ 15 Actuarial gain for the period plan assets — — — — Actuarial gain for the period $ 72 $ 12 $ 162 $ 15

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	6 Months Ended
	Jun. 30, 2023
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	RELATED PARTY TRANSACTIONS A summary of balances due to and from related parties, and transactions with related parties are as follows: Balances at Period End June 30, December 31, Amount payable to related party (f) $ 50 $ 13 Amount receivable from related party (a) — 38 Note payable to related party (c) 199 197 Three Months Ended Six Months Ended Transactions with Related Parties 2023 2022 2023 2022 Offshore IT and software development services, sales support and other services (d) $ — $ — $ — $ 660 Interest income (b) — 129 — 256 Service fees (a) — 974 — 1,941 Lease expense (e) 55 58 110 58 _________________________ (a) Pursuant to a Universal Air Travel Plan ("UATP") Servicing Agreement dated May 11, 2021, the Company sold certain airline tickets using prepaid UATP credit cards arranged by Mondee Group, LLC (“Mondee Group”) , in exchange for a service fee equal to 10.0% of the revenue derived from the sale of such airline tickets. Mondee Group is owned by Mondee CEO, Prasad Gundumogula, and is not a wholly-owned subsidiary of the Company. Mondee Group led the fund raising and arranged the funds that were used to purchase prepaid UATP credit cards at a discount from their face value from a certain airline. (b) The Company had a secured promissory note receivable from Mondee Group, bearing an interest rate of 2.3% compounded annually, with a 10-year term, and was secured by 14,708 Class A units in Mondee Holdings, LLC. The note was settled upon the occurrence of the reverse recapitalization with ITHAX, partly by a right to receive the Company's Class A Common Stock to the extent of $20,336 and partly by the asset acquisition of Metaminds Technologies (defined below). On March 10, 2023, the Company received 2,033,578 shares of Class A Common Stock, which were valued at $20,336. The shares are reflected as treasury stock on the condensed consolidated balance sheet as the shares have not been retired as of June 30, 2023. (c) The Company has a note payable to the CEO amounting to $199 and $197 as of June 30, 2023 and December 31, 2022, respectively. The loan is collateralized and carries an interest rate of 2.0% per annum. Principal and interest are due on demand. (d) Metaminds Technologies Pvt. Ltd. and Metaminds Software Solutions Ltd, corporations limited by shares organized under the laws of India, and Metaminds Global Solutions Inc. (“Metaminds”), provide certain consulting services to Mondee and its subsidiaries in the areas of software development, fulfillment and other support. The CEO co-owns Metaminds with his wife. The CEO is a material shareholder in Mondee, and both the CEO and his wife serve on the Board of Directors of Mondee, Inc. and certain of its subsidiaries. Prior to acquisition of certain assets and liabilities of Metaminds Technologies Pvt Ltd ("Metaminds Technologies"), Mondee hired all employees of Metaminds Technologies and Metaminds Software Solutions Ltd ("Metaminds Software") in April 2022. There were no services rendered by Metaminds Technologies and Metaminds Software for offshore IT, offshore software development, or sales support for the three and six months ended June 30, 2023. (e) The Company currently leases office space from Metaminds Software. The lease commencement date for this was April 1, 2022. The lease had a original lease term of 11 months, and has been renewed, and the monthly minimum base rent is immaterial. (f) As of December 31, 2022 Mondee Tech Pvt Ltd had a payable to Metaminds Software, which was settled in the three months ending March 31, 2023. As of June 30, 2023, Interep owes a travel credit of $50 to Asi Ginio, a member of the Board of Directors. In connection with the Interep Acquisition, the Company has agreed to provide Mr. Ginio the travel credits in exchange for the general advisory services Mr. Ginio provided to the former owners of Interep. In addition to the above transactions, in connection with the Orinter Acquisition, the former owners of Orinter agreed that upon the release of the 903,202 escrow shares from escrow 12 months after the Orinter Closing Date, the former owners will transfer 80,000 of those escrow shares to Asi Ginio, in connection with general advisory services Mr. Ginio provided to the former owners. In July 2023, subsequent to the quarter end, the Company provided financing of $100 to its Chief Financial Officer ("CFO") as part of his relocation package. The promissory note bears an annual interest rate of 3.25% per annum and matures at the earlier of April 2026 or when the CFO's employment with the Company terminates. All outstanding principal, inclusive of any accrued and unpaid interest, is slated for settlement upon maturity of the note. The Company has the option to forgive the obligation in one-third increments which is contingent upon the absence of any breach of the CFO's obligations with the Company and his continued service.

SEGMENT INFORMATION

SEGMENT INFORMATION	6 Months Ended
	Jun. 30, 2023
Segment Reporting [Abstract]
SEGMENT INFORMATION	SEGMENT INFORMATION We have the following reportable segments: travel marketplace and SaaS platform. These reportable segments offer different products and services and are managed separately because the nature of products and services, and methods used to distribute the services are different. Our primary segment measure is Adjusted EBITDA (Earnings Before Interest, Taxes, Depreciation, and Amortization). Assets, liabilities, one-time legal expenses, income tax expense and other income, net are reviewed on an entity-wide basis by the Chief Operating Decision Maker (“CODM”), and hence are not allocated to these reportable segments. Segment revenue is reported and reviewed by the CODM on a monthly basis. Such amounts are detailed in our segment reconciliation below. Three Months Ended June 30, 2023 Travel Marketplace SaaS Platform Corporate Total Revenue $ 56,652 $ 119 $ — $ 56,771 Adjusted EBITDA 4,948 (510) — 4,438 Depreciation and amortization (3,667) (136) — (3,803) Stock-based compensation (4,804) — — (4,804) Payroll tax expense related to stock-based compensation (86) — — (86) Restructuring (expense) income, net 168 — — 168 Acquisition cost (264) — — (264) One time non-recurring expense (394) — — (394) Legal expense — — (577) (577) Change in fair value of earn-out liability (530) — — (530) Operating loss $ (5,852) Other expense, net (6,748) Loss before income taxes (12,600) Provision for income taxes (2,008) Net loss $ (14,608) Three Months Ended June 30, 2022 Travel Marketplace SaaS Platform Total Revenue $ 45,403 $ 253 $ 45,656 Adjusted EBITDA 4,211 (455) 3,756 Depreciation and amortization (2,633) (136) (2,769) Stock-based compensation (81) — (81) Change in fair value of earn-out liability 760 — 760 Operating loss $ 1,666 Other expense, net (3,543) Loss before income taxes (1,877) Provision for income taxes (236) Net loss $ (2,113) Six Months Ended June 30, 2023 Travel Marketplace SaaS Platform Corporate Total Revenue $ 106,201 $ 499 $ — $ 106,700 Adjusted EBITDA 8,984 (389) — 8,595 Depreciation and amortization (6,917) (272) — (7,189) Stock-based compensation (7,365) — — (7,365) Payroll tax expense related to stock-based compensation (86) — — (86) Restructuring (expense) income, net (1,361) — — (1,361) Acquisition cost (543) — — (543) One time non-recurring expense (610) — — (610) Change in fair value of earn-out liability (701) — — (701) Legal expense — — (1,239) (1,239) Operating loss $ (10,499) Other expense, net (14,317) Loss before income taxes (24,816) Provision for income taxes (2,707) Net loss $ (27,523) Six Months Ended June 30, 2022 Travel Marketplace SaaS Platform Total Revenue $ 84,178 $ 545 $ 84,723 Adjusted EBITDA 7,142 (1,008) 6,134 Depreciation and amortization (5,312) (274) (5,586) Stock-based compensation (161) — (161) Change in fair value of earn-out liability 595 — 595 Operating loss $ 982 Other expense, net (9,796) Loss before income taxes (8,814) Provision for income taxes (290) Net loss $ (9,104) Geographic Information Revenue by geographic area, based on the geographic location of the Company’s subsidiaries, is as follows: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 United States $ 33,025 $ 43,378 $ 70,577 $ 80,584 Brazil 19,760 — 28,864 — Rest of the world 3,986 2,278 7,259 4,139 $ 56,771 $ 45,656 $ 106,700 $ 84,723 Long-lived assets (excluding capitalized software) and operating lease assets by geographic area is as follows: June 30, December 31, 2023 2022 United States $ 472 $ 1,016 Rest of the world 1,828 642 $ 2,300 $ 1,658

Equity

Equity	6 Months Ended
	Jun. 30, 2023
Equity [Abstract]
EQUITY	EQUITY Class A Common Stock As of June 30, 2023, the Company had authorized a total of 500,000,000 shares for issuance of common stock, of which 84,242,767 shares are issued and outstanding. Not reflected in the shares issued and outstanding is approximately 97,449 shares related to RSUs that vested during the three months ended June 30, 2023, but have not been settled and issued. As of December 31, 2022, the Company had 82,266,160 shares of the Company's common stock issued and outstanding. Not reflected in the shares issued and outstanding is approximately 331,600 shares related to RSUs that vested in 2022, but had not been settled and issued. Warrants As of June 30, 2023 and December 31, 2022, the Company had the following common stock warrants outstanding: Warrants Exercise Price Issuance Date Expiration Private Placement Warrants 232,500 $ 11.50 7/18/2022 7/18/2027 Common Stock Warrants 1,275,000 11.50 9/29/2022 9/29/2027 Total 1,507,500

STOCK-BASED COMPENSATION

STOCK-BASED COMPENSATION	6 Months Ended
	Jun. 30, 2023
Share-Based Payment Arrangement [Abstract]
STOCK-BASED COMPENSATION	STOCK-BASED COMPENSATION 2022 Equity Incentive Plan The Board adopted, and the stockholders of the Company approved, the 2022 Plan, effective as of the Closing Date. The maximum number of shares of common stock that may be issued pursuant to the 2022 Plan is 9,615,971. Restricted Stock Units RSU activity during the six months ended June 30, 2023 was as follows: Number of Restricted Stock Weighted-Average Grant Date Fair Value Unvested - December 31, 2022 105,000 $ 9.40 Granted 552,855 10.20 Vested (120,949) 10.20 Forfeited or canceled — — Unvested – June 30, 2023 536,906 $ 10.20 The Company recognized $1,366 and $1,427 in personnel expense for RSUs in the three and six months ended June 30, 2023. The Company recognized $48 and $168, respectively, in general and administrative expense for RSUs in the three and six months ended June 30, 2023. There were no RSUs outstanding during the three and six months ended June 30, 2022 and thus no expense was incurred during those periods. Secondary Sale In June 2023, the Company facilitated the sale of 5,250,000 shares of the Company’s Class A Common Stock at a price of $10.00 per share to investors for an aggregate purchase price of $52,500. Of the 5,250,000 shares that were sold in the transaction, 2,148,783 shares of common stock were sold by current and former employees. The Company did not receive any proceeds from the secondary sale, however, as the shares were sold above fair value, the Company recognized the excess purchase price paid above fair value to current and former employees as stock-based compensation expense. The Company recognized $1,848 in personnel expense on the condensed consolidated statement of operations for the three and six months ended June 30, 2023. Of the 5,250,000 shares sold, 2,122,529 shares, or an aggregate purchase price of $1,825, were sold by related parties of the Company. Earn-out Shares Earn-out shares were issued following the closing of the reverse recapitalization on July 18, 2022. Holders of the earn-out shares are entitled to the right to receive up to an aggregate amount of 9,000,000 shares of common stock. The earn-out shares would vest in equal thirds if the trading price of the Company's common stock was greater than or equal to $12.50, $15.00, and $18.00 for any 20 trading days in any 30 consecutive trading day period, at any time during the period beginning on the first anniversary of the Closing Date and ending on the fourth anniversary of the Closing Date. These earn-out shares were determined to be equity-classified As of June 30, 2023, the earn-out shares were allocated as follows: Shareholder Type Grant Date Number of Shares Employee 7/18/2022 6,000,000 Investor 7/18/2022 500,000 Employee 9/7/2022 900,000 Non-employee 9/12/2022 200,000 Employee 4/20/2023 180,000 Unallocated shares — 1,220,000 Total 9,000,000 Except for the 380,000 earn-out shares allocated on September 12, 2022 and April 20, 2023, the remaining earn-out shares have been legally issued to the respective shareholders and have restrictions that prohibit the shareholders from transferring them until the vesting market conditions are met. These earn-out shares in escrow are not considered outstanding for accounting purposes until resolution of the earn-out contingency. The estimated grant date fair value of these allocated shares was determined using the Monte Carlo simulation method. Assumptions used in the valuation were as follows: April 20, 2023 Fair value of Class A Common Stock $10.70 Selected volatility 65.0% Risk-free interest rate 3.9% Contractual term (years) 3.2 The Company recognized $1,242 and $3,336 of compensation expense for employees to personnel expenses within the condensed consolidated statement of operations for the three and six months ended June 30, 2023, respectively. The non-employee is an advisor to the Company and its stock-based compensation expense of $288 and $573 for the three and six months ended June 30, 2023, respectively was recorded to general and administrative expenses within the condensed consolidated statement of operations. Employee Stock Purchase Plan The Board adopted, and the stockholders of the Company approved, the Employee Stock Purchase Plan ("ESPP") which became effective as of the Closing Date. The ESPP initially reserves and authorizes the issuances of up to a total of 1,923,194 shares of common stock to participating employees. The ESPP permits participants to purchase common stock of up to the lesser of 8% of their eligible compensation or $25,000 per offering period. The initial offering period began May 1, 2023 and will end on October 31, 2023. On each purchase date, participating employees will purchase the shares at a price per share equal to 85% of the lesser of (1) the fair market value of our common stock on the offering date or (2) the fair market value of our common stock on the purchase date. Stock-based compensation for ESPP for the three and six months ended June 30, 2023 was not material. As of June 30, 2023, the remaining unrecognized stock-based compensation for ESPP is not material.

NET LOSS PER SHARE

NET LOSS PER SHARE	6 Months Ended
	Jun. 30, 2023
Earnings Per Share [Abstract]
NET LOSS PER SHARE	NET LOSS PER SHARE The following table sets forth the computation of the basic and diluted net loss per share attributable to common stockholders for the three and six months ended June 30, 2023 and 2022: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Numerator: Net loss $ (14,608) $ (2,113) $ (27,523) $ (9,104) Cumulative dividends allocated to preferred stockholders (2,686) — (5,164) — Net loss attributable to common stockholders, basic and diluted $ (17,294) $ (2,113) $ (32,687) $ (9,104) Denominator: Weighted average shares outstanding, basic and diluted 77,197,805 60,800,000 76,774,455 60,800,000 Basic and diluted net loss per share $ (0.22) $ (0.03) $ (0.43) $ (0.15) The following table presents the potential common shares outstanding that were excluded from the computation of diluted net loss per share of common shares as of the periods presented because including them would be anti-dilutive: June 30, 2023 2022 Warrants (private warrants, common stock warrants) 1,507,500 — Outstanding earn-out shares (a) 7,780,000 — Consolid earn-out shares 400,000 Restricted stock units 536,906 — ESPP shares 556 — Class D incentive units — 610,203 Potential common share excluded from diluted net loss per share 10,224,962 610,203 ______________________________ (a) While 7,400,000 of the earn-out shares allocated are legally issued and outstanding, they are excluded from the weighted average shares outstanding calculation because they are contingently returnable based on the Company's stock price during the term of the earn-out shares.

RESTRUCTURING EXPENSE (INCOME),

RESTRUCTURING EXPENSE (INCOME), NET	6 Months Ended
	Jun. 30, 2023
Restructuring and Related Activities [Abstract]
RESTRUCTURING EXPENSE (INCOME), NET	RESTRUCTURING EXPENSE (INCOME), NET During the three and six months ended June 30, 2023, the Company took actions at some of the office locations to reduce the size of its workforce to optimize efficiency and reduce costs. The Company completed the vast majority of announcements that affected employees by March 2023, including office closures. During the three and six months ended June 30, 2023, the Company recorded a benefit and expense of $168 and $1,361, respectively, within restructuring expense (income), net in the condensed consolidated statements of operations. These expenses are one-time and are primarily related to employee severance and other termination benefits. During the three months ended June 30, 2023, the Company recognized a gain of $337 from the termination of an office lease in India, and when netted against other restructuring charges, resulted in a net benefit of $168 for the period. During the three and six months ended June 30, 2023, the Company made employee severance, other termination benefits, and other restructuring costs payments of $437 and $1,136, respectively. The restructuring activity was completed by the end of June 30, 2023 and the Company does not expect material costs associated with the activity in future periods. Activities related to our restructuring impacted our travel marketplace segment. The following is a roll forward of the outstanding restructuring charges by cost type for the six months ended June 30, 2023: Balance as of December 31, 2022 Additions Adjustments Cash Payments Balance as of June 30, 2023 Severance and termination-related costs $ — $ 1,438 $ (13) $ (886) $ 539 Other exit costs — 277 (3) (250) 24 Total $ — $ 1,714 $ (16) $ (1,136) $ 563

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	6 Months Ended
	Jun. 30, 2023
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed consolidated financial statements were issued. Based upon this review, other than as described below, the Company did not identify any additional subsequent events that would have required adjustment or disclosure in the condensed consolidated financial statements. Skypass Acquisition On August 12, 2023 (the “Skypass Closing Date”), the Company executed the Share Purchase Agreement to purchase all of the outstanding shares of Skypass Travel Inc., Skypass Travel de Mexico Sa de CV, Skypass Travel Private Limited and Skypass Holidays, LLC (collectively, the "Transferred Companies"). The Transferred Companies comprise an international travel operator specializing in national and international air travel and hotel bookings primarily for travelers and employees associated with international corporations. The Transferred Companies also allow the Company to expand its reach in the cruise and holiday packages travel sectors. In connection with the acquisition, the Company agreed to pay total consideration of (i) $3,000 on the Skypass Closing Date, with an adjustment for working capital, (ii) 900,000 shares of Company Class A Common Stock on the Skypass Closing Date, (iii) 100,000 shares of Company Class A Common Stock within 60 days after each of the first, second and third anniversaries of the Skypass Closing Date, collectively representing approximately a four times multiple of adjusted EBITDA and (iv) an earn-out component up to an aggregate of 1,800,000 shares of Company Class A Common Stock over a four year period contingent on the Transferred Companies meeting certain adjusted EBITDA growth targets, plus an additional percentage of EBITDA that might exceed these growth targets.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	6 Months Ended
	Jun. 30, 2023
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation We have prepared the accompanying unaudited condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial reporting. We have included all adjustments necessary for a fair presentation of the results of the interim period. These adjustments consist of normal recurring items. Our interim unaudited condensed consolidated financial statements are not necessarily indicative of results that may be expected for any other interim period or for the full year. These interim unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2022, previously filed with the Securities and Exchange Commission (“SEC”). The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, including acquired businesses from the dates of acquisition. All intercompany accounts and transactions have been eliminated in consolidation. The functional currency of the Company's subsidiaries is generally the respective local currency. For international operations, assets and liabilities are translated into U.S. dollars at the rate of exchange existing at the balance sheet date. Income statement amounts are translated at monthly average exchange rates applicable for the period. Translation gains and losses are included as a component of accumulated other comprehensive gains (losses) in the accompanying condensed consolidated balance sheets. Foreign currency transaction gains and losses are included in other income, net in the accompanying condensed consolidated statements of operations.
Use of Estimates	Use of Estimates The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. We evaluate our estimates on an ongoing basis. We base our estimates on our historical experience and also on assumptions that we believe are reasonable; however, actual results could significantly differ from those estimates.
Accounts Receivable and Allowance for Doubtful Accounts	Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable from customers are recorded at the original invoiced amounts net of an allowance for doubtful accounts. We make estimates of expected credit losses for our allowance by considering a number of factors, including the
Foreign Currency Exchange Transactions	Foreign Currency Exchange DerivativesThe Company is exposed to foreign currency fluctuations and enters into foreign currency exchange derivative financial instruments to reduce the exposure to variability in certain expected future cash flows. The Company uses foreign currency forward contracts with maturities of up to four months to hedge a portion of anticipated exposures. These contracts are not designated as hedging instruments and changes in fair value are recorded in other income, net on the condensed consolidated statement of operations. Realized gains and losses from the settlement of the derivative assets and liabilities are classified as operating activities on the condensed consolidated statement of cash flows. The foreign currency exchange derivatives are recognized on the condensed consolidated balance sheet at fair value within accrued expenses and other current liabilities. The Company does not hold or issue derivatives for trading purposes.
Revenue Recognition	Revenue Recognition Our revenues are predominantly generated by providing online travel reservation services, which principally allow travelers to book travel reservations with travel suppliers through our technology solutions. These services are primarily related to reservation of airline tickets. They also include, to a lesser extent, services related to the reservation of hotel accommodations, rental cars, travel packages and purchases of travel insurance and other travel products and services. We have determined the nature of our promise is to arrange for travel services to be provided by travel suppliers, and are therefore an agent in the transaction, whereby we record as revenue the net commission we receive in exchange for our travel reservation services. In these transactions, the travel supplier is determined to be our customer. Travel suppliers consist of Global Distribution System (“GDS”) service providers and airline companies. Our revenue is earned through mark-up fees and commissions, and is recorded net of estimated cancellation, refunds, and chargebacks. Revenue is recognized when the traveler completes a reservation, as our performance obligation is satisfied upon issuance of the ticket or reservation details to the traveler. From time to time, the Company issues credits or refunds to the traveler in the event of cancellations. Additionally, when travel bookings are made, there is a risk of transaction losses as a result of chargebacks pursued by payment processors in connection with fraudulent charges. We record estimates for chargebacks against our mark-up fees or commission earned upon travel bookings as variable consideration. We record estimates for losses related to chargebacks of the travel supplier cost as sales and marketing expense. Reserves are recorded based on our assessment of various factors, including the amounts of actual chargeback activity during the current year. We earn incentives from airline companies that are recognized based on the achievement of contractual targets, which primarily relate to the volume of airline ticket bookings that have taken place, and consequently, are not subject to cancellation. We also receive incentives from our GDS service providers based on the volume of segment bookings mediated by us through the GDS systems. Incentive payments from airline companies and GDS service providers are recognized when performance targets are achieved, as it is probable that a significant reversal of any incremental revenue will not occur. This revenue is recognized net of variable consideration, including cancellations, refunds, and shortfall penalty fees, as applicable. In Brazil and Mexico, the Company partners with financing companies to allow travelers the possibility of purchasing the product of their choice through financing plans established, offered and administrated by such financing companies. Participating financing companies bear full risk of fraud, delinquency, or default by travelers. When travelers elect to finance their purchase, we receive payments from financing companies as installments become due regardless of when the traveler makes the scheduled payments. In most cases, we receive payments before travel occurs or during travel, and the period between completion of booking and receipt of scheduled payments is typically one year or less. The Company uses the practical expedient and does not recognize a significant financing component when the difference between payment and revenue recognition is less than a year. In partnering with the financing companies mentioned above, the Company has the option to collect pay ments upfront or receive in installments as they become due. Upfront payments are determined to be factoring transactions, and therefore financing fees associated with these payments are recorded within interest expense. Financing fees for payments received in installments are recorded within sales and marketing expense. During the three and six months ended June 30, 2023, the Company incurred factoring fees of $697 and $1,075, respectively, which represents 10% and 8%, respectively, of the total other income, net on the condensed consolidated statements of operations. In addition to travel-related revenue, we also earn incentives from fintech programs held with banks and financial institutions, which we leverage in our payment processing and settlement platform. Our fintech programs include a wide array of payment options, such as credit cards, wallets, alternate payment methods, and next generation fraud protection tools. These incentives received are based on the aggregate transaction amounts processed by us. Our Rocketrip platform offers a corporate travel cost savings solution through its technology platform. We generate subscription revenues from customers who are provided access to our platform as software-as-a-service ("SaaS"). When the customer signs up to use the platform, payment is collected upfront. Subscription revenue is recognized on a straight-line basis over the term of the agreement using a time-based measure of progress, as the nature of the Company’s promise to the customer is to stand ready to provide platform access. TripPlanet is an end-to-end business travel platform for small-to-medium sized enterprises, membership organizations, associations, educational institutions, and non-governmental organizations. The platform combines the Company's global content hub, marketplace, and conversational commerce engine to provide organizations discounted rates for airfare, hotels, and car rentals using our private platform. Individuals within these organizations can also utilize the platform for leisure travel. When the customer signs up to use the platform, payment is collected upfront. Subscription revenue is recognized on a straight-line basis over the term of the agreement using a time-based measure of progress, as the nature of the Company’s promise to the customer is to stand ready to provide platform access. The subscription term is generally one month or one year depending on the type of subscription purchased. The Company also earns variable consideration from commissions and margins earned from each travel booking made on the platform. The Company applies the series guidance variable consideration estimation exception to recognize the variable fees upon the completion of travel bookings as this is when our performance obligation is satisfied. Unpub provides consumer groups access to a subscription-based private membership travel platform where they can purchase flights, reserve hotel rooms and rental cars, and receive member benefits. When the customer signs up to use the platform, payment is collected upfront. Subscription revenue is recognized on a straight-line basis over the term of the agreement using a time-based measure of progress, as the nature of the Company’s promise to the customer is to stand ready to provide platform access. The subscription term is generally for one year. The Company also earns variable consideration from commissions and margins earned from each travel booking made on the platform. The Company applies the series guidance variable consideration estimation exception to recognize the variable fees upon the completion of travel bookings as this is when our performance obligation is satisfied.
Certain Risks and Concentrations	Certain Risks and Concentrations Our business is subject to certain risks and concentrations including dependence on relationships with travel suppliers, primarily airlines, dependence on third-party technology providers, exposure to risks associated with online commerce security and payment related fraud. We also rely on GDS service providers and third-party service providers for certain fulfillment services. Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. Significant concentrations are those that represent more than 10% of the Company's total revenue or total accounts receivable and contract assets. As of June 30, 2023, there were two financing companies that accounted for 63% and 13% of the total accounts receivable balance at period end. As of December 31, 2022, two customers accounted for 23% of total accounts receivable and contract assets. The Company performs credit evaluations of its customers and generally does not require collateral for sales on credit. The Company’s accounts receivable comprises of amounts due from affiliates, airline companies, GDS service providers and financing companies, which are well established institutions that the Company believes to be of high quality. The Company reviews accounts receivable balances to estimate the expected credit loss and record it within the allowance for doubtful accounts.
Recently Adopted Accounting Pronouncements and Recently Issued Accounting Pronouncements Not Yet Adopted	Recently Adopted Accounting Pronouncements In June 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2016-13, “Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments,” or ASU No. 2016-13. The amendments in ASU No. 2016-13 introduce an approach based on expected losses to estimated credit losses on certain types of financial instruments, modify the impairment model for available-for-sale debt securities and provide for a simplified accounting model for purchased financial assets with credit deterioration since their origination. The new standard requires financial assets measured at amortized cost be presented at the net amount expected to be collected, through an allowance for credit losses that is deducted from the amortized cost basis. The Company adopted ASU 2016-13 as of January 1, 2023 with no material impact to its condensed consolidated financial statements. In October 2021, the FASB issued new guidance related to recognizing and measuring contract assets and contract liabilities from contracts with customers acquired in a business combination. The new guidance will require acquiring entities to apply Topic 606 to recognize and measure contract assets and contract liabilities in a business combination as compared to current U.S. GAAP where an acquirer generally recognizes such items at fair value on the acquisition date. The new guidance is effective on a prospective basis for fiscal years beginning after December 15, 2022, with early adoption permitted. The Company adopted this guidance as of January 1, 2023 and applied Topic 606 to recognize and measure contract assets and contract liabilities of business combinations executed beginning January 1, 2023 and onwards. Recently Issued Accounting Pronouncements Not Yet Adopted
Change in Financial Statement Presentation	Change in Financial Statement PresentationIn connection with the preparation of its condensed consolidated financial statements as of and for the three and six months ended June 30, 2023 and 2022, the Company changed the presentation of “Sales and other Expense” and “Marketing Expense” within the condensed consolidated statement of operations. The Company combined “Sales and other Expense” and “Marketing Expense” into “Sales and Marketing Expense”. The change is a result of an increased overlap between the nature and purpose of expenses that fall within these groups. This change in presentation has been applied retrospectively and does not change any previously reported subtotals or totals on the condensed consolidated statement of operations and comprehensive loss.

IMMATERIAL CORRECTIONS OF PRE_2

IMMATERIAL CORRECTIONS OF PREVIOUSLY ISSUED QUARTERLY FINANCIAL INFORMATION (Tables)	6 Months Ended
	Jun. 30, 2023
Accounting Changes and Error Corrections [Abstract]
Schedule of Error Corrections and Prior Period Adjustments	The following table summarizes the effect of the revision on the affected financial statement line items, corresponding to the Company’s presentation of the relevant financial statement line item in the period relevant to the error: Three Months Ended June 30, 2022 As Previously Reported Adjustments As Corrected Condensed Consolidated Statements of Operations Revenues, net $ 42,650 $ 3,006 $ 45,656 Marketing expenses 25,847 2,194 28,041 Sales and other expenses 3,554 812 4,366 Total operating expenses $ 40,984 $ 3,006 $ 43,990 Six Months Ended June 30, 2022 As Previously Reported Adjustments As Corrected Condensed Consolidated Statements of Operations Revenues, net $ 80,303 $ 4,420 $ 84,723 Marketing expenses 49,018 2,944 51,962 Sales and other expenses 6,378 1,476 7,854 Total operating expenses $ 79,321 $ 4,420 $ 83,741

GOODWILL AND INTANGIBLE ASSET_2

GOODWILL AND INTANGIBLE ASSETS, NET (Tables)	6 Months Ended
	Jun. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of Change in Goodwill by reportable segments	The following table presents the changes in goodwill by reportable segments: Travel Marketplace SaaS Platform Total Balance as of December 31, 2022 $ 58,999 $ 7,421 $ 66,420 Additions 9,172 — 9,172 Foreign currency translation impact 438 — 438 Balance as of June 30, 2023 $ 68,609 $ 7,421 $ 76,030
Finite-Lived Intangible Assets Amortization Expense	Definite-life intangible assets, net consisted of the following as of June 30, 2023: Gross Carrying Amount Accumulated Amortization Net Carrying Amount Customer relationships $ 89,402 $ (32,569) $ 56,833 Trade name 20,692 (5,767) 14,925 Acquired technology 7,430 (7,430) — Supplier relationships 5,767 (1,346) 4,421 Developed technology 7,220 (2,667) 4,553 Covenants not to compete 332 (332) — Balances as of June 30, 2023 $ 130,843 $ (50,111) $ 80,732 Definite-life intangible assets, net consisted of the following as of December 31, 2022: Gross Carrying Amount Accumulated Amortization Net Carrying Amount Customer relationships $ 60,778 $ (29,288) $ 31,490 Trade name 9,580 (5,295) 4,285 Acquired technology 7,430 (7,430) — Supplier relationships 5,767 (1,153) 4,614 Developed technology 7,220 (2,267) 4,953 Covenants not to compete 332 (332) — Balances as of December 31, 2022 $ 91,107 $ (45,765) $ 45,342
Schedule of estimated future amortization expense	The estimated future amortization expense related to intangible assets with definite lives is as follows: Fiscal years ending December 31, 2023 (remaining six months) $ 4,992 2024 9,983 2025 9,805 2026 9,449 2027 9,449 Thereafter 37,054 $ 80,732

DEBT (Tables)

DEBT (Tables)	6 Months Ended
	Jun. 30, 2023
Debt Disclosure [Abstract]
Schedule of outstanding loan arrangements	The following table summarizes the Company's outstanding borrowing arrangements, excluding governmental loans: As of June 30, As of December 31, 2023 2022 Term Loan B $ 104,371 $ 106,250 Term Loan A 14,816 — Term Loan B payment in-kind interest 49,201 46,518 Term Loan A payment in-kind interest 247 — Others — 14 Total outstanding principal balance 168,635 152,782 Less: Term Loan B unamortized debt issuance costs and discounts (14,541) (18,386) Less: Term Loan A unamortized debt issuance costs and discounts (334) — Total debt 153,760 134,396 Less: Current portion of long-term debt (8,250) (7,514) Long-term debt, excluding current portion $ 145,510 $ 126,882

FAIR VALUE MEASUREMENT (Tables)

FAIR VALUE MEASUREMENT (Tables)	6 Months Ended
	Jun. 30, 2023
Fair Value Disclosures [Abstract]
Schedule of Fair Value Measured on Recurring Basis	The following table sets forth the Company’s financial liabilities that were measured at fair value, on a recurring basis: June 30, 2023 Level 1 Level 2 Level 3 Total Liabilities Warrant liability - private placement warrants (1) $ — $ — $ 921 $ 921 Orinter earn-out consideration (2) — — 4,220 4,220 Consolid earn-out consideration (3) — — 2,630 2,630 Interep earn-out consideration (4) — — 1,480 1,480 Foreign currency exchange derivatives (5) — 289 — 289 Total liabilities $ — $ 289 $ 9,251 $ 9,540 December 31, 2022 Level 1 Level 2 Level 3 Total Liabilities Warrant liability - private placement warrants (1) $ — $ — $ 1,293 $ 1,293 ______________________________ (1) On February 1, 2021, with the closing of its initial public offering, ITHAX consummated the sale of 675,000 private placement units, including the exercise by the underwriters of their over-allotment option. As of June 30, 2023, the Company had 232,500 private placement warrants outstanding. (2) The Orinter earn-out consideration represents arrangements to pay the former owners of Orinter, which was acquired by the Company in 2023. The undiscounted maximum payment under the arrangement is $10,000 in aggregate at the end of fiscal years 2023 through 2025. As of June 30, 2023, no payments have been made. Earn-out consideration is included in earn-out liability, net, current portion and earn-out liability, net, excluding current portion on the Company's condensed consolidated balance sheets. (3) The Consolid earn-out consideration represents arrangements to pay the former owners of Consolid, which was acquired by the Company in 2023. The Company may be required to make earn-out payments up to an aggregate of $1,000 and 400,000 shares of common stock contingent on Consolid meeting certain adjusted EBITDA targets. As of June 30, 2023, no payments have been made. Earn-out consideration is included in earn-out liability, net, current portion and earn-out liability, net, excluding current portion on the Company's condensed consolidated balance sheets. (4) The Interep earn-out consideration represents arrangements to pay the former owners and key executives of Interep, which was acquired by the Company in 2023. The Company may be required to make earn-out payments of up to $3,000 contingent upon Interep reaching specified EBITDA targets by the end of fiscal year 2025. As of June 30, 2023, no payments have been made. Earn-out consideration is included in earn-out liability, net, current portion and earn-out liability, net, excluding current portion on the Company's condensed consolidated balance sheets. (5) The Company uses foreign currency forwards contracts with maturities of up to 4 months to hedge a portion of anticipated exposures. The foreign currency exchange derivatives are recognized on the condensed consolidated balance sheet at fair value within accrued expenses and other current liabilities.
Schedule of Changes in the Fair Value of Warrant Liabilities	The following tables summarizes the fair value adjustments for liabilities measured using significant unobservable inputs (Level 3): Earn-out consideration Three Months Ended Six Months Ended 2023 2022 2023 2022 Balance, beginning of period $ 3,890 $ 762 $ — $ 597 Additions of earn-out consideration with the acquisition of Orinter — — 3,719 — Additions of earn-out consideration with the acquisition of Interep 1,390 — 1,390 — Additions of earn-out consideration with the acquisition of Consolid 2,520 — 2,520 — Change in the estimated fair value of earn-out consideration 530 (760) 701 (595) Balance, end of the period $ 8,330 $ 2 $ 8,330 $ 2 Private placement warrant liability Three Months Ended Six Months Ended 2023 2022 2023 2022 Balance, beginning of period $ 1,314 $ — $ 1,293 $ — Change in the estimated fair value of warrants (393) — (372) — Balance, end of the period $ 921 $ — $ 921 $ —
Schedule of significant inputs to the Monte Carlo Simulation for the fair value	The valuation model utilized the following assumptions for the valuation of the earn-out liabilities as of June 30, 2023: Orinter Interep Consolid Cost of equity 27.0% 32.0% 28.0% EBITDA volatility 48.0% 105.0% 63.0% Equity volatility 59.0% 59.0% 59.0% Required metric risk premium 22.0% 57.0% 30.0% Management's projected EBITDA $11,121 - $13,485 $5,085 - $6,628 $1,596 - $1,993 Risk-neutral adjustment factor 0.78 - 0.95 0.57 - 0.89 0.82 - 0.89 Risk-neutral EBITDA $10,398 - $10,578 $3,621 - $4,672 $1,385 - $1,591 June 30, 2023 December 31, 2022 Stock price $8.91 $10.88 Term (in years) 4.1 4.6 Expected volatility 62.0% 60.0% Risk-free rate 4.3% 4.1% Dividend yield —% —%

BUSINESS COMBINATIONS (Tables)

BUSINESS COMBINATIONS (Tables)	6 Months Ended
	Jun. 30, 2023
Business Combinations [Abstract]
Schedule of acquisition date fair value of purchase consideration	The acquisition date fair value of consideration transferred for Orinter is as follows: Cash consideration (i) $ 21,556 Issuance of Class A Common Stock (ii) 16,037 Fair value of earn-out consideration (iii) 3,719 Total purchase price consideration $ 41,312 i. Cash consideration of $20,020 paid and $1,536 holdback consideration transferred to an escrow account as a guarantee in case of necessity of reimbursement, payment and/or use by Orinter for fulfillment of obligations of Orinter deriving from customers credits and customers prepayment. ii. Issuance of 1,726,405 shares of common stock to be maintained in an escrow account. The release of the shares are as follows: (a) 903,202 after a period of 12 months from the Orinter Closing Date, and (b) 823,203 shares after a period of 24 months from the Orinter Closing Date. iii. The purchase price consideration includes an earn-out obligation of $10,000 (paid in equal installments over 3 years) contingent on Orinter meeting EBITDA targets of $10,500, $11,500, and $12,500, for the years ended December 31, 2024, 2025 and 2026, respectively. The acquisition date fair value of consideration transferred for Interep is as follows: Cash consideration (i) (ii) $ 4,633 Issuance of Class A Common Stock (iii) 3,097 Other consideration - travel credit (iv) 50 Fair value of earn-out consideration (v) 1,390 Total purchase consideration $ 9,170 The acquisition date fair value of consideration transferred for Consolid is as follows: Amount Cash consideration $ 3,406 Fair value of earn-out consideration 2,520 Total purchase consideration $ 5,926
Summary of fair values of assets acquired and liabilities assumed	The Company estimated the preliminary fair value of acquired assets and liabilities as of the effective time of the business combination based on information currently available and continues to adjust those estimates upon refinement of market participant assumptions for integrating businesses. As the Company finalizes the fair value of assets acquired and liabilities assumed, additional purchase price adjustments may be recorded during the measurement period, but no later than one year from the date of the Business Combination. The Company will reflect measurement period adjustments, if any, in the period in which the adjustments are recognized. Final determination of the fair values may result in further adjustments to the values presented in the following table. Assets acquired: Estimated Fair Value Cash $ 624 Accounts receivable 40,431 Prepaid expenses and other current assets 1,447 Property and equipment 336 Goodwill 6,905 Operating lease right-of-use-assets 172 Intangible assets 29,180 Fair value of assets acquired 79,095 Liabilities assumed: Accounts payable 31,243 Accrued expenses and other current liabilities 6,437 Operating lease liabilities 103 Fair value of liabilities assumed 37,783 Total purchase consideration $ 41,312 Assets acquired: Estimated Fair Value Cash $ 2,925 Accounts receivable 21,697 Prepaid expenses and other current assets 683 Property and equipment 61 Operating lease right-of-use-assets 63 Other non-current assets 9 Deferred income tax asset 265 Goodwill 558 Intangible assets 7,060 Fair value of assets acquired 33,321 Liabilities assumed: Accounts payable 22,962 Accrued expenses and other current liabilities 1,112 Operating lease liabilities 63 Other long-term liabilities 14 Fair value of liabilities assumed 24,151 Total purchase consideration $ 9,170 Assets acquired: Estimated Fair Value Cash $ 4,050 Accounts receivable 3,569 Prepaid expenses and other current assets 1,236 Deferred income tax assets 1,067 Property and equipment 90 Goodwill 1,709 Operating lease right-of-use-assets 143 Intangible assets 1,682 Other non-current assets 41 Fair value of assets acquired 13,587 Liabilities assumed: Accounts payable 5,441 Accrued expenses and other current liabilities 1,261 Operating lease liability 143 Deferred income tax 505 Other long-term liabilities 311 Fair value of liabilities assumed 7,661 Total purchase consideration $ 5,926
Summary of identifiable intangible assets and estimated useful lives	The following table sets forth the components of identifiable intangible assets acquired and their estimated useful lives as of the date of acquisition: Useful life (years) Fair value Customer relationships 11 $ 21,500 Trade names 15 7,680 Total acquired intangibles $ 29,180
Summary of pro forma information	Actual results may differ from the unaudited combined pro forma information presented below: Three Months Ended Six Months Ended 2023 2022 2023 2022 Revenue $ 15,872 $ 10,560 $ 29,343 $ 19,452 Net earnings 3,211 1,554 5,046 1,806

REVENUE (Tables)

REVENUE (Tables)	6 Months Ended
	Jun. 30, 2023
Revenue from Contract with Customer [Abstract]
Schedule of Disaggregation of Revenue	As described in Note 13, the Company has two reportable segments, travel marketplace and SaaS platform. Three Months Ended Six Months Ended 2023 2022 2023 2022 Revenue from travel marketplace $ 56,652 $ 45,403 $ 106,201 $ 84,178 Revenue from SaaS platform 119 253 499 545 $ 56,771 $ 45,656 $ 106,700 $ 84,723
Schedule of Contract Balances	The opening and closing balances of accounts receivable and deferred revenue are as follows: Accounts Contract Deferred Ending Balance as of December 31, 2022 $ 21,733 $ 5,794 $ 20,484 Increase/(decrease), net 88,939 9,545 (985) Ending Balance as of June 30, 2023 $ 110,672 $ 15,339 $ 19,499

EMPLOYEE BENEFIT PLAN (Tables)

EMPLOYEE BENEFIT PLAN (Tables)	6 Months Ended
	Jun. 30, 2023
Defined Benefit Plan [Abstract]
Schedule of components of net periodic benefit costs	Components of net periodic benefit costs are as follows: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Current service cost $ 25 $ 2 $ 62 $ 23 Interest cost 7 2 18 8 Net actuarial (gain) recognized in the period (72) (12) (162) (15) Expenses recognized in the condensed consolidated statement of operations $ (40) $ (8) $ (82) $ 16
Schedule of components of actuarial loss / (gain) on retirement benefits	The components of actuarial gain/(loss) on retirement benefits are as follows: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Actuarial gain for the period obligation $ 72 $ 12 $ 162 $ 15 Actuarial gain for the period plan assets — — — — Actuarial gain for the period $ 72 $ 12 $ 162 $ 15

RELATED PARTY TRANSACTIONS (Tab

RELATED PARTY TRANSACTIONS (Tables)	6 Months Ended
	Jun. 30, 2023
Related Party Transactions [Abstract]
Schedule of related party balances and transactions	A summary of balances due to and from related parties, and transactions with related parties are as follows: Balances at Period End June 30, December 31, Amount payable to related party (f) $ 50 $ 13 Amount receivable from related party (a) — 38 Note payable to related party (c) 199 197 Three Months Ended Six Months Ended Transactions with Related Parties 2023 2022 2023 2022 Offshore IT and software development services, sales support and other services (d) $ — $ — $ — $ 660 Interest income (b) — 129 — 256 Service fees (a) — 974 — 1,941 Lease expense (e) 55 58 110 58 _________________________ (a) Pursuant to a Universal Air Travel Plan ("UATP") Servicing Agreement dated May 11, 2021, the Company sold certain airline tickets using prepaid UATP credit cards arranged by Mondee Group, LLC (“Mondee Group”) , in exchange for a service fee equal to 10.0% of the revenue derived from the sale of such airline tickets. Mondee Group is owned by Mondee CEO, Prasad Gundumogula, and is not a wholly-owned subsidiary of the Company. Mondee Group led the fund raising and arranged the funds that were used to purchase prepaid UATP credit cards at a discount from their face value from a certain airline. (b) The Company had a secured promissory note receivable from Mondee Group, bearing an interest rate of 2.3% compounded annually, with a 10-year term, and was secured by 14,708 Class A units in Mondee Holdings, LLC. The note was settled upon the occurrence of the reverse recapitalization with ITHAX, partly by a right to receive the Company's Class A Common Stock to the extent of $20,336 and partly by the asset acquisition of Metaminds Technologies (defined below). On March 10, 2023, the Company received 2,033,578 shares of Class A Common Stock, which were valued at $20,336. The shares are reflected as treasury stock on the condensed consolidated balance sheet as the shares have not been retired as of June 30, 2023. (c) The Company has a note payable to the CEO amounting to $199 and $197 as of June 30, 2023 and December 31, 2022, respectively. The loan is collateralized and carries an interest rate of 2.0% per annum. Principal and interest are due on demand. (d) Metaminds Technologies Pvt. Ltd. and Metaminds Software Solutions Ltd, corporations limited by shares organized under the laws of India, and Metaminds Global Solutions Inc. (“Metaminds”), provide certain consulting services to Mondee and its subsidiaries in the areas of software development, fulfillment and other support. The CEO co-owns Metaminds with his wife. The CEO is a material shareholder in Mondee, and both the CEO and his wife serve on the Board of Directors of Mondee, Inc. and certain of its subsidiaries. Prior to acquisition of certain assets and liabilities of Metaminds Technologies Pvt Ltd ("Metaminds Technologies"), Mondee hired all employees of Metaminds Technologies and Metaminds Software Solutions Ltd ("Metaminds Software") in April 2022. There were no services rendered by Metaminds Technologies and Metaminds Software for offshore IT, offshore software development, or sales support for the three and six months ended June 30, 2023. (e) The Company currently leases office space from Metaminds Software. The lease commencement date for this was April 1, 2022. The lease had a original lease term of 11 months, and has been renewed, and the monthly minimum base rent is immaterial. (f) As of December 31, 2022 Mondee Tech Pvt Ltd had a payable to Metaminds Software, which was settled in the three months ending March 31, 2023. As of June 30, 2023, Interep owes a travel credit of $50 to Asi Ginio, a member of the Board of Directors. In connection with the Interep Acquisition, the Company has agreed to provide Mr. Ginio the travel credits in exchange for the general advisory services Mr. Ginio provided to the former owners of Interep.

SEGMENT INFORMATION (Tables)

SEGMENT INFORMATION (Tables)	6 Months Ended
	Jun. 30, 2023
Segment Reporting [Abstract]
Schedule of amounts detailed in segment reconciliation	Such amounts are detailed in our segment reconciliation below. Three Months Ended June 30, 2023 Travel Marketplace SaaS Platform Corporate Total Revenue $ 56,652 $ 119 $ — $ 56,771 Adjusted EBITDA 4,948 (510) — 4,438 Depreciation and amortization (3,667) (136) — (3,803) Stock-based compensation (4,804) — — (4,804) Payroll tax expense related to stock-based compensation (86) — — (86) Restructuring (expense) income, net 168 — — 168 Acquisition cost (264) — — (264) One time non-recurring expense (394) — — (394) Legal expense — — (577) (577) Change in fair value of earn-out liability (530) — — (530) Operating loss $ (5,852) Other expense, net (6,748) Loss before income taxes (12,600) Provision for income taxes (2,008) Net loss $ (14,608) Three Months Ended June 30, 2022 Travel Marketplace SaaS Platform Total Revenue $ 45,403 $ 253 $ 45,656 Adjusted EBITDA 4,211 (455) 3,756 Depreciation and amortization (2,633) (136) (2,769) Stock-based compensation (81) — (81) Change in fair value of earn-out liability 760 — 760 Operating loss $ 1,666 Other expense, net (3,543) Loss before income taxes (1,877) Provision for income taxes (236) Net loss $ (2,113) Six Months Ended June 30, 2023 Travel Marketplace SaaS Platform Corporate Total Revenue $ 106,201 $ 499 $ — $ 106,700 Adjusted EBITDA 8,984 (389) — 8,595 Depreciation and amortization (6,917) (272) — (7,189) Stock-based compensation (7,365) — — (7,365) Payroll tax expense related to stock-based compensation (86) — — (86) Restructuring (expense) income, net (1,361) — — (1,361) Acquisition cost (543) — — (543) One time non-recurring expense (610) — — (610) Change in fair value of earn-out liability (701) — — (701) Legal expense — — (1,239) (1,239) Operating loss $ (10,499) Other expense, net (14,317) Loss before income taxes (24,816) Provision for income taxes (2,707) Net loss $ (27,523) Six Months Ended June 30, 2022 Travel Marketplace SaaS Platform Total Revenue $ 84,178 $ 545 $ 84,723 Adjusted EBITDA 7,142 (1,008) 6,134 Depreciation and amortization (5,312) (274) (5,586) Stock-based compensation (161) — (161) Change in fair value of earn-out liability 595 — 595 Operating loss $ 982 Other expense, net (9,796) Loss before income taxes (8,814) Provision for income taxes (290) Net loss $ (9,104)
Schedule of revenue by geographic area	Revenue by geographic area, based on the geographic location of the Company’s subsidiaries, is as follows: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 United States $ 33,025 $ 43,378 $ 70,577 $ 80,584 Brazil 19,760 — 28,864 — Rest of the world 3,986 2,278 7,259 4,139 $ 56,771 $ 45,656 $ 106,700 $ 84,723
Long-lived assets and operating lease assets by geographical areas	Long-lived assets (excluding capitalized software) and operating lease assets by geographic area is as follows: June 30, December 31, 2023 2022 United States $ 472 $ 1,016 Rest of the world 1,828 642 $ 2,300 $ 1,658

Equity (Tables)

Equity (Tables)	6 Months Ended
	Jun. 30, 2023
Equity [Abstract]
Common stock warrants outstanding to purchase shares of common stock	As of June 30, 2023 and December 31, 2022, the Company had the following common stock warrants outstanding: Warrants Exercise Price Issuance Date Expiration Private Placement Warrants 232,500 $ 11.50 7/18/2022 7/18/2027 Common Stock Warrants 1,275,000 11.50 9/29/2022 9/29/2027 Total 1,507,500

STOCK-BASED COMPENSATION (Table

STOCK-BASED COMPENSATION (Tables)	6 Months Ended
	Jun. 30, 2023
Share-Based Payment Arrangement [Abstract]
Summary of Incentive Units and RSU activity	RSU activity during the six months ended June 30, 2023 was as follows: Number of Restricted Stock Weighted-Average Grant Date Fair Value Unvested - December 31, 2022 105,000 $ 9.40 Granted 552,855 10.20 Vested (120,949) 10.20 Forfeited or canceled — — Unvested – June 30, 2023 536,906 $ 10.20
Schedule of Allocation of Earn-Out Shares	As of June 30, 2023, the earn-out shares were allocated as follows: Shareholder Type Grant Date Number of Shares Employee 7/18/2022 6,000,000 Investor 7/18/2022 500,000 Employee 9/7/2022 900,000 Non-employee 9/12/2022 200,000 Employee 4/20/2023 180,000 Unallocated shares — 1,220,000 Total 9,000,000
Schedule of Share-Based Payment Award, Employee Stock Purchase Plan, Valuation Assumptions	Assumptions used in the valuation were as follows: April 20, 2023 Fair value of Class A Common Stock $10.70 Selected volatility 65.0% Risk-free interest rate 3.9% Contractual term (years) 3.2

NET LOSS PER SHARE (Tables)

NET LOSS PER SHARE (Tables)	6 Months Ended
	Jun. 30, 2023
Earnings Per Share [Abstract]
Schedule of Computation of Basic and Diluted Net Loss per Share	The following table sets forth the computation of the basic and diluted net loss per share attributable to common stockholders for the three and six months ended June 30, 2023 and 2022: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Numerator: Net loss $ (14,608) $ (2,113) $ (27,523) $ (9,104) Cumulative dividends allocated to preferred stockholders (2,686) — (5,164) — Net loss attributable to common stockholders, basic and diluted $ (17,294) $ (2,113) $ (32,687) $ (9,104) Denominator: Weighted average shares outstanding, basic and diluted 77,197,805 60,800,000 76,774,455 60,800,000 Basic and diluted net loss per share $ (0.22) $ (0.03) $ (0.43) $ (0.15)
Schedule of Antidilutive Securities Excluded from Computation of Earnings per Share	The following table presents the potential common shares outstanding that were excluded from the computation of diluted net loss per share of common shares as of the periods presented because including them would be anti-dilutive: June 30, 2023 2022 Warrants (private warrants, common stock warrants) 1,507,500 — Outstanding earn-out shares (a) 7,780,000 — Consolid earn-out shares 400,000 Restricted stock units 536,906 — ESPP shares 556 — Class D incentive units — 610,203 Potential common share excluded from diluted net loss per share 10,224,962 610,203 ______________________________ (a) While 7,400,000 of the earn-out shares allocated are legally issued and outstanding, they are excluded from the weighted average shares outstanding calculation because they are contingently returnable based on the Company's stock price during the term of the earn-out shares.

RESTRUCTURING EXPENSE (INCOME_2

RESTRUCTURING EXPENSE (INCOME), NET (Tables)	6 Months Ended
	Jun. 30, 2023
Restructuring and Related Activities [Abstract]
Schedule of Restructuring Costs	Activities related to our restructuring impacted our travel marketplace segment. The following is a roll forward of the outstanding restructuring charges by cost type for the six months ended June 30, 2023: Balance as of December 31, 2022 Additions Adjustments Cash Payments Balance as of June 30, 2023 Severance and termination-related costs $ — $ 1,438 $ (13) $ (886) $ 539 Other exit costs — 277 (3) (250) 24 Total $ — $ 1,714 $ (16) $ (1,136) $ 563

IMMATERIAL CORRECTIONS OF PRE_3

IMMATERIAL CORRECTIONS OF PREVIOUSLY ISSUED QUARTERLY FINANCIAL INFORMATION - Summary of Revision of Financial Statements (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Revenues, net	$ 56,771	$ 45,656	$ 106,700	$ 84,723
Marketing expenses		28,041		51,962
Sales and other expenses		4,366		7,854
Total operating expenses	$ 62,623	43,990	$ 117,199	83,741
As Previously Reported
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Revenues, net		42,650		80,303
Marketing expenses		25,847		49,018
Sales and other expenses		3,554		6,378
Total operating expenses		40,984		79,321
Adjustments
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Revenues, net		3,006		4,420
Marketing expenses		2,194		2,944
Sales and other expenses		812		1,476
Total operating expenses		$ 3,006		$ 4,420

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) $ in Thousands	3 Months Ended	6 Months Ended	12 Months Ended
	Jun. 30, 2023	Jun. 30, 2023	Dec. 31, 2022
Accounts receivable factoring fee expense	$ 697	$ 1,075
Credit Concentration Risk | Accounts Receivable Factoring Fees | Operating Expense
Concentration risk	10%	8%
Credit Concentration Risk | Accounts Receivable | Customer 1
Concentration risk		63%
Credit Concentration Risk | Accounts Receivable | Customer 2
Concentration risk		13%
Credit Concentration Risk | Accounts Receivable | Customer 1 and 2
Concentration risk			23%

GOODWILL AND INTANGIBLE ASSET_3

GOODWILL AND INTANGIBLE ASSETS, NET - Schedule of Goodwill By Segment (Details) $ in Thousands	6 Months Ended
	Jun. 30, 2023 USD ($)
Goodwill [Roll Forward]
Beginning Balance	$ 66,420
Additions	9,172
Impairment charges	438
Ending Balance	76,030
Travel Marketplace
Goodwill [Roll Forward]
Beginning Balance	58,999
Additions	9,172
Impairment charges	438
Ending Balance	68,609
SaaS Platform
Goodwill [Roll Forward]
Beginning Balance	7,421
Additions	0
Impairment charges	0
Ending Balance	$ 7,421

GOODWILL AND INTANGIBLE ASSET_4

GOODWILL AND INTANGIBLE ASSETS, NET- Definite Life Intangible Assets (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Acquired Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 130,843	$ 91,107
Accumulated Amortization	(50,111)	(45,765)
Net Carrying Amount	80,732	45,342
Customer relationships
Acquired Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	89,402	60,778
Accumulated Amortization	(32,569)	(29,288)
Net Carrying Amount	56,833	31,490
Trade names
Acquired Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	20,692	9,580
Accumulated Amortization	(5,767)	(5,295)
Net Carrying Amount	14,925	4,285
Acquired technology
Acquired Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	7,430	7,430
Accumulated Amortization	(7,430)	(7,430)
Net Carrying Amount	0	0
Supplier relationships
Acquired Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	5,767	5,767
Accumulated Amortization	(1,346)	(1,153)
Net Carrying Amount	4,421	4,614
Developed technology
Acquired Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	7,220	7,220
Accumulated Amortization	(2,667)	(2,267)
Net Carrying Amount	4,553	4,953
Covenants not to compete
Acquired Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	332	332
Accumulated Amortization	(332)	(332)
Net Carrying Amount	$ 0	$ 0

GOODWILL AND INTANGIBLE ASSET_5

GOODWILL AND INTANGIBLE ASSETS, NET (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Acquired Indefinite-Lived Intangible Assets [Line Items]
Amortization expense for intangible assets	$ 2,329	$ 1,584	$ 4,290	$ 3,169
Trade names
Acquired Indefinite-Lived Intangible Assets [Line Items]
Intangible assets with indefinite lives	$ 12,028		$ 12,028		$ 12,028

GOODWILL AND INTANGIBLE ASSET_6

GOODWILL AND INTANGIBLE ASSETS, NET - Schedule of Finite Lived Intangible Assets (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
2023 (remaining six months)	$ 4,992
2024	9,983
2025	9,805
2026	9,449
2027	9,449
Thereafter	37,054
Net Carrying Amount	$ 80,732	$ 45,342

DEBT - Outstanding borrowing ar

DEBT - Outstanding borrowing arrangements, excluding PPP and other governmental loans (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Debt Instrument [Line Items]
Total outstanding principal balance	$ 168,635	$ 152,782
Total debt	153,760	134,396
Less: Current portion of long-term debt	(8,250)	(7,514)
Long-term debt, excluding current portion	145,510	126,882
Term Loan B
Debt Instrument [Line Items]
Total outstanding principal balance	104,371	106,250
Less: unamortized debt issuance costs and discounts	(14,541)	(18,386)
Term Loan A
Debt Instrument [Line Items]
Total outstanding principal balance	14,816	0
Less: unamortized debt issuance costs and discounts	(334)	0
Term Loan B payment in-kind interest
Debt Instrument [Line Items]
Total outstanding principal balance	49,201	46,518
Term Loan A payment in-kind interest
Debt Instrument [Line Items]
Total outstanding principal balance	247	0
Others
Debt Instrument [Line Items]
Total outstanding principal balance	$ 0	$ 14

DEBT - TCW Credit Agreement (De

DEBT - TCW Credit Agreement (Details) $ in Thousands			6 Months Ended
	Jan. 11, 2023 USD ($) loan	Dec. 23, 2019 USD ($)	Jun. 30, 2023 USD ($)	Jun. 30, 2022 USD ($)	Jan. 31, 2023	Dec. 31, 2022 USD ($)
Debt Instrument [Line Items]
Proceeds from long term debt			$ 15,000	$ 0
Total debt			153,760			$ 134,396
Wingspire Capital LLC
Debt Instrument [Line Items]
Number of loans | loan	2
Brazil
Debt Instrument [Line Items]
Percentage of interest acquired					100%
Orinter
Debt Instrument [Line Items]
Percentage of interest acquired					100%
Term Loan B | Level 3
Debt Instrument [Line Items]
Estimated fair value of TCW credit agreement			140,033	$ 143,651
Term Loan B | Secured Debt | Line of Credit
Debt Instrument [Line Items]
Minimum aggregate principal amount		$ 150,000
Term Loan B | Revolving Credit Facility | Line of Credit
Debt Instrument [Line Items]
Minimum aggregate principal amount		$ 15,000
Commitment fee (in percent)		1%
Term Loan B | Revolving Credit Facility | Line of Credit | Wingspire Capital LLC
Debt Instrument [Line Items]
Minimum aggregate principal amount	$ 15
Wingspire Capital, Term Loan | Wingspire Capital LLC
Debt Instrument [Line Items]
Proceeds from long term debt	15,000
Wingspire Capital, Term Loan | Level 3
Debt Instrument [Line Items]
Estimated fair value of TCW credit agreement			$ 13,734
Term Loan A
Debt Instrument [Line Items]
Effective interest rate			17%
Term Loan A | Wingspire Capital LLC
Debt Instrument [Line Items]
Total debt	30,000
Term Loan A | Revolving Credit Facility | Line of Credit
Debt Instrument [Line Items]
Term Loan A increase limit	20,000
EBITDA threshold minimum	25,000
Minimum draw threshold	5,000
Term Loan B | Wingspire Capital LLC
Debt Instrument [Line Items]
Total debt	$ 137,753
Orinter
Debt Instrument [Line Items]
Effective interest rate			24%	16%

FAIR VALUE MEASUREMENT - Financ

FAIR VALUE MEASUREMENT - Financial assets and liabilities that were measured at fair value, on a recurring basis (Details) - USD ($)		3 Months Ended
	May 12, 2023	Jun. 30, 2023	Mar. 31, 2023	Jan. 31, 2023	Dec. 31, 2022	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2021	Feb. 01, 2021
Liabilities, Fair Value Disclosure [Abstract]
Warrants outstanding (in shares)		1,507,500
Maximum foreign currency forwards maturity		4 months
Private Placement Warrants
Liabilities, Fair Value Disclosure [Abstract]
Warrants outstanding (in shares)		232,500							675,000
Consolid
Liabilities, Fair Value Disclosure [Abstract]
Earn-out component aggregate	$ 1,000
Number of shares receivable as merger consideration (in shares)	400,000
Interep
Liabilities, Fair Value Disclosure [Abstract]
Earn-out component aggregate	$ 3,000,000
Number of shares receivable as merger consideration (in shares)	411,000
Orinter | Earn Out Liability
Liabilities, Fair Value Disclosure [Abstract]
Earn-out obligation				$ 10,000,000
Fair Value, Recurring
Liabilities, Fair Value Disclosure [Abstract]
Foreign currency exchange derivatives(5)		$ 289,000
Total liabilities		9,540,000
Fair Value, Recurring | Private Warrants
Liabilities, Fair Value Disclosure [Abstract]
Warrant liability - private warrants		921,000			$ 1,293,000
Fair Value, Recurring | Orinter
Liabilities, Fair Value Disclosure [Abstract]
Earn-out consideration		4,220,000
Fair Value, Recurring | Consolid
Liabilities, Fair Value Disclosure [Abstract]
Earn-out consideration		2,630,000
Fair Value, Recurring | Interep
Liabilities, Fair Value Disclosure [Abstract]
Earn-out consideration		1,480,000
Fair Value, Recurring | Level 1
Liabilities, Fair Value Disclosure [Abstract]
Foreign currency exchange derivatives(5)		0
Total liabilities		0
Fair Value, Recurring | Level 1 | Private Warrants
Liabilities, Fair Value Disclosure [Abstract]
Warrant liability - private warrants		0			0
Fair Value, Recurring | Level 1 | Orinter
Liabilities, Fair Value Disclosure [Abstract]
Earn-out consideration		0
Fair Value, Recurring | Level 1 | Consolid
Liabilities, Fair Value Disclosure [Abstract]
Earn-out consideration		0
Fair Value, Recurring | Level 1 | Interep
Liabilities, Fair Value Disclosure [Abstract]
Earn-out consideration		0
Fair Value, Recurring | Level 2
Liabilities, Fair Value Disclosure [Abstract]
Foreign currency exchange derivatives(5)		289,000
Total liabilities		289,000
Fair Value, Recurring | Level 2 | Private Warrants
Liabilities, Fair Value Disclosure [Abstract]
Warrant liability - private warrants		0			0
Fair Value, Recurring | Level 2 | Orinter
Liabilities, Fair Value Disclosure [Abstract]
Earn-out consideration		0
Fair Value, Recurring | Level 2 | Consolid
Liabilities, Fair Value Disclosure [Abstract]
Earn-out consideration		0
Fair Value, Recurring | Level 2 | Interep
Liabilities, Fair Value Disclosure [Abstract]
Earn-out consideration		0
Fair Value, Recurring | Level 3
Liabilities, Fair Value Disclosure [Abstract]
Foreign currency exchange derivatives(5)		0
Total liabilities		9,251,000
Fair Value, Recurring | Level 3 | Earn Out Liability
Liabilities, Fair Value Disclosure [Abstract]
Earn-out obligation		8,330,000	$ 3,890,000		0	$ 2,000	$ 762,000	$ 597,000
Fair Value, Recurring | Level 3 | Private Warrants
Liabilities, Fair Value Disclosure [Abstract]
Warrant liability - private warrants		921,000			1,293,000
Earn-out obligation		921,000	$ 1,314,000		$ 1,293,000	$ 0	$ 0	$ 0
Fair Value, Recurring | Level 3 | Orinter
Liabilities, Fair Value Disclosure [Abstract]
Earn-out consideration		4,220,000
Fair Value, Recurring | Level 3 | Consolid
Liabilities, Fair Value Disclosure [Abstract]
Earn-out consideration		2,630,000
Fair Value, Recurring | Level 3 | Interep
Liabilities, Fair Value Disclosure [Abstract]
Earn-out consideration		$ 1,480,000

FAIR VALUE MEASUREMENT - Fair v

FAIR VALUE MEASUREMENT - Fair value adjustments for earn-out consideration measured using significant unobservable inputs (level 3) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward]
Fair Value Recurring Extensible Enumeration			Change in the estimated fair value of warrants
Fair Value, Recurring | Level 3 | Private Warrants
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward]
Fair value as beginning	$ 1,314	$ 0	$ 1,293	$ 0
Change in the estimated fair value of earn-out consideration	(393)	0	(372)	0
Fair value as ending	921	0	921	0
Fair Value, Recurring | Level 3 | Earn Out Liability
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward]
Fair value as beginning	3,890	762	0	597
Change in the estimated fair value of earn-out consideration	530	(760)	701	(595)
Fair value as ending	8,330	2	8,330	2
Fair Value, Recurring | Level 3 | Earn Out Liability | Orinter
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward]
Additions of earn-out consideration with the acquisition of Orinter	0	0	3,719	0
Fair Value, Recurring | Level 3 | Earn Out Liability | Interep
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward]
Additions of earn-out consideration with the acquisition of Orinter	1,390	0	1,390	0
Fair Value, Recurring | Level 3 | Earn Out Liability | Consolid
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward]
Additions of earn-out consideration with the acquisition of Orinter	$ 2,520	$ 0	$ 2,520	$ 0

FAIR VALUE MEASUREMENT - Measur

FAIR VALUE MEASUREMENT - Measurement Inputs (Details) - Private Placement Warrants	Jun. 30, 2023 $ / shares	Dec. 31, 2022 $ / shares
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Term (in years)	4 years 1 month 6 days	4 years 7 months 6 days
Stock price
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Stock price	$ 8.91	$ 10.88
Expected volatility
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants, measurement input	0.620	0.600
Risk-free rate
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants, measurement input	0.043	0.041
Dividend yield
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants, measurement input	0	0

FAIR VALUE MEASUREMENT - Additi

FAIR VALUE MEASUREMENT - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Changes in fair value of warrant liability	$ (393)	$ 0	$ (372)	$ 0
Foreign currency transaction gain (loss)	117		129
Private Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Changes in fair value of warrant liability	393		372
Foreign Exchange Forward
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Notional amount of foreign currency forward contract	$ 6,404		$ 6,404

FAIR VALUE MEASUREMENT - Fair_2

FAIR VALUE MEASUREMENT - Fair Value Measurement of Earn-Out Consideration (Details) - Level 3 $ in Thousands	Jun. 30, 2023 USD ($)
Orinter | Cost of equity
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Earn-out consideration, measurement input	0.270
Orinter | EBITDA volatility
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Earn-out consideration, measurement input	0.480
Orinter | Equity volatility
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Earn-out consideration, measurement input	0.590
Orinter | Required metric risk premium
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Earn-out consideration, measurement input	0.220
Orinter | Management's projected EBITDA | Minimum
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Earn-out consideration, measurement input	11,121
Orinter | Management's projected EBITDA | Maximum
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Earn-out consideration, measurement input	13,485
Orinter | Risk-neutral adjustment factor | Minimum
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Earn-out consideration, measurement input	0.95
Orinter | Risk-neutral adjustment factor | Maximum
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Earn-out consideration, measurement input	0.78
Orinter | Risk-neutral EBITDA | Minimum
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Earn-out consideration, measurement input	10,578
Orinter | Risk-neutral EBITDA | Maximum
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Earn-out consideration, measurement input	10,398
Interep | Cost of equity
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Earn-out consideration, measurement input	0.320
Interep | EBITDA volatility
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Earn-out consideration, measurement input	1.050
Interep | Equity volatility
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Earn-out consideration, measurement input	0.590
Interep | Required metric risk premium
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Earn-out consideration, measurement input	0.570
Interep | Management's projected EBITDA | Minimum
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Earn-out consideration, measurement input	5,085
Interep | Management's projected EBITDA | Maximum
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Earn-out consideration, measurement input	6,628
Interep | Risk-neutral adjustment factor | Minimum
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Earn-out consideration, measurement input	0.57
Interep | Risk-neutral adjustment factor | Maximum
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Earn-out consideration, measurement input	0.89
Interep | Risk-neutral EBITDA | Minimum
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Earn-out consideration, measurement input	3,621
Interep | Risk-neutral EBITDA | Maximum
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Earn-out consideration, measurement input	4,672
Consolid | Cost of equity
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Earn-out consideration, measurement input	0.280
Consolid | EBITDA volatility
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Earn-out consideration, measurement input	0.630
Consolid | Equity volatility
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Earn-out consideration, measurement input	0.590
Consolid | Required metric risk premium
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Earn-out consideration, measurement input	0.300
Consolid | Management's projected EBITDA | Minimum
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Earn-out consideration, measurement input	1,596
Consolid | Management's projected EBITDA | Maximum
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Earn-out consideration, measurement input	1,993
Consolid | Risk-neutral adjustment factor | Minimum
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Earn-out consideration, measurement input	0.89
Consolid | Risk-neutral adjustment factor | Maximum
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Earn-out consideration, measurement input	0.82
Consolid | Risk-neutral EBITDA | Minimum
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Earn-out consideration, measurement input	1,385
Consolid | Risk-neutral EBITDA | Maximum
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Earn-out consideration, measurement input	1,591

BUSINESS COMBINATIONS - Acquisi

BUSINESS COMBINATIONS - Acquisition date fair value of purchase consideration (Details) - USD ($) $ in Thousands	May 12, 2023	Jan. 31, 2023
Orinter
Business Acquisition [Line Items]
Cash consideration		$ 21,556
Issuance of Class A Common Stock		16,037
Fair value of earn-out consideration		3,719
Total purchase price consideration		41,312
Cash paid at close		20,020
Escrow deposit		$ 1,536
Earn-out period (in years)		3 years
Orinter | Common Class A
Business Acquisition [Line Items]
Number of shares receivable as merger consideration (in shares)		1,726,405,000
Orinter | Period One | Common Class A
Business Acquisition [Line Items]
Maintained in escrow, term (in days, months)		12 months
Shares acquired, maintained in escrow (in shares)		903,202,000
Orinter | Period Two | Common Class A
Business Acquisition [Line Items]
Maintained in escrow, term (in days, months)		24 months
Shares acquired, maintained in escrow (in shares)		823,203,000
Orinter | Earn Out Liability
Business Acquisition [Line Items]
Earn-out obligation		$ 10,000
Orinter | Earn Out Liability | Earn Out Period One
Business Acquisition [Line Items]
Earn out condition, adjusted earnings target		10,500
Orinter | Earn Out Liability | Earn Out Period Two
Business Acquisition [Line Items]
Earn out condition, adjusted earnings target		11,500
Orinter | Earn Out Liability | Earn Out Period Three
Business Acquisition [Line Items]
Earn out condition, adjusted earnings target		$ 12,500
Interep
Business Acquisition [Line Items]
Cash consideration	$ 4,000
Issuance of Class A Common Stock	3,097
Fair value of earn-out consideration	1,390
Total purchase price consideration	$ 9,170
Number of shares receivable as merger consideration (in shares)	411,000
Consolid
Business Acquisition [Line Items]
Cash consideration	$ 3,406
Fair value of earn-out consideration	2,520
Total purchase price consideration	$ 5,926
Number of shares receivable as merger consideration (in shares)	400,000

BUSINESS COMBINATIONS - Fair va

BUSINESS COMBINATIONS - Fair values of assets acquired and liabilities assumed as of the date of acquisition (Details) - USD ($) $ in Thousands	Jun. 30, 2023	May 12, 2023	Jan. 31, 2023	Dec. 31, 2022
Business Acquisition [Line Items]
Goodwill	$ 76,030			$ 66,420
Orinter
Business Acquisition [Line Items]
Cash			$ 624
Accounts receivable			40,431
Prepaid expenses and other current assets			1,447
Property and equipment			336
Operating lease liabilities			103
Goodwill			6,905
Operating lease right-of-use-assets			172
Intangible assets			29,180
Fair value of assets acquired			79,095
Accounts payable			31,243
Accrued expenses and other current liabilities			6,437
Fair value of liabilities assumed			37,783
Total purchase consideration			$ 41,312
Interep
Business Acquisition [Line Items]
Cash		$ 2,925
Accounts receivable		21,697
Prepaid expenses and other current assets		683
Property and equipment		61
Operating lease liabilities		63
Goodwill		558
Operating lease right-of-use-assets		63
Other non-current assets		9
Deferred income tax assets		265
Intangible assets		7,060
Fair value of assets acquired		33,321
Accounts payable		22,962
Accrued expenses and other current liabilities		1,112
Other long-term liabilities		14
Fair value of liabilities assumed		24,151
Total purchase consideration		9,170
Consolid
Business Acquisition [Line Items]
Cash		4,050
Accounts receivable		3,569
Prepaid expenses and other current assets		1,236
Property and equipment		90
Operating lease liabilities		143
Operating lease right-of-use-assets		143
Other non-current assets		41
Deferred income tax assets		1,067
Intangible assets		1,682
Fair value of assets acquired		13,587
Accounts payable		5,441
Accrued expenses and other current liabilities		1,261
Deferred income tax		505
Other long-term liabilities		311
Fair value of liabilities assumed		7,661
Total purchase consideration		5,926
Consolid | Customer relationships
Business Acquisition [Line Items]
Goodwill		$ 1,709

BUSINESS COMBINATIONS - Fair _2

BUSINESS COMBINATIONS - Fair value of identifiable intangible assets and their estimated useful lives (Details) $ in Thousands	Jan. 31, 2023 USD ($)
Business Acquisition [Line Items]
Fair value	$ 29,180
Customer relationships
Business Acquisition [Line Items]
Useful life (years)	11 years
Fair value	$ 21,500
Trade names
Business Acquisition [Line Items]
Useful life (years)	15 years
Fair value	$ 7,680

BUSINESS COMBINATIONS - Additio

BUSINESS COMBINATIONS - Additional information (Details)	May 12, 2023 USD ($) numberOfInstallment shares	Jan. 31, 2023 USD ($)	Jun. 30, 2023 USD ($)	Dec. 31, 2022 USD ($)
Business Acquisition [Line Items]
Clawback amount	$ 556,000
Fair value		$ 29,180,000
Goodwill			$ 76,030,000	$ 66,420,000
Customer relationships
Business Acquisition [Line Items]
Fair value		$ 21,500,000
Useful life (years)		11 years
Trade names
Business Acquisition [Line Items]
Fair value		$ 7,680,000
Useful life (years)		15 years
Orinter
Business Acquisition [Line Items]
Revenue of acquiree		$ 24,923,000
Pretax net income of acquiree		5,359,000
Cash consideration		21,556,000
Goodwill		$ 6,905,000
Interep
Business Acquisition [Line Items]
Cash consideration	4,000,000
Deferred payment	$ 720,000
Number of payment installments | numberOfInstallment	36
Number of shares receivable as merger consideration (in shares) | shares	411,000
Other consideration - travel credit	$ 50,000
Earn-out component aggregate	3,000,000
Goodwill	558,000
Interep | Customer relationships
Business Acquisition [Line Items]
Fair value	$ 4,880,000
Useful life (years)	7 years 6 months
Interep | Trade names
Business Acquisition [Line Items]
Fair value	$ 2,180,000
Useful life (years)	15 years
Consolid
Business Acquisition [Line Items]
Cash consideration	$ 3,406,000
Number of shares receivable as merger consideration (in shares) | shares	400,000
Earn-out component aggregate	$ 1,000
Consolid | Customer relationships
Business Acquisition [Line Items]
Fair value	$ 924,000
Useful life (years)	8 years 6 months
Goodwill	$ 1,709,000
Consolid | Trade names
Business Acquisition [Line Items]
Fair value	$ 758,000
Useful life (years)	15 years

BUSINESS COMBINATIONS - Pro For

BUSINESS COMBINATIONS - Pro Forma Revenue (Details) - Orinter - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Business Acquisition [Line Items]
Revenue	$ 15,872	$ 10,560	$ 29,343	$ 19,452
Net earnings	$ 3,211	$ 1,554	$ 5,046	$ 1,806

BUSINESS COMBINATIONS - Fair _3

BUSINESS COMBINATIONS - Fair Value Consideration (Details) - Interep $ in Thousands	May 12, 2023 USD ($)
Business Acquisition [Line Items]
Cash consideration	$ 4,633
Issuance of Class A Common Stock	3,097
Other consideration - travel credit	50
Fair value of earn-out consideration	1,390
Total purchase consideration	$ 9,170

REVENUE - Disaggregation of rev

REVENUE - Disaggregation of revenue (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Disaggregation of Revenue [Line Items]
Revenues, net	$ 56,771	$ 45,656	$ 106,700	$ 84,723
Travel Marketplace
Disaggregation of Revenue [Line Items]
Revenues, net	56,652	45,403	106,201	84,178
SaaS Platform
Disaggregation of Revenue [Line Items]
Revenues, net	$ 119	$ 253	$ 499	$ 545

REVENUE - Contract balances (De

REVENUE - Contract balances (Details) $ in Thousands	6 Months Ended
	Jun. 30, 2023 USD ($)
Contract with Customer, Asset, Allowance for Credit Loss [Roll Forward]
Accounts receivables, beginning balance	$ 21,733
Accounts receivables, increase/(decrease), net	88,939
Accounts receivables, ending balance	110,672
Contract asset, beginning balance	5,794
Contract Asset, Increase/(decrease), net	9,545
Contract asset, ending balance	15,339
Deferred revenue, beginning balance	(20,484)
Deferred Revenue, Increase/(decrease), net	(985)
Deferred revenue, ending balance	$ (19,499)

REVENUE - Additional informatio

REVENUE - Additional information (Details) $ in Thousands	6 Months Ended
	Jun. 30, 2023 USD ($) segment
Disaggregation of Revenue [Line Items]
Number of reportable segments | segment	2
Revenue recognition is included in contract liability | $	$ 1,830
Percentage of deferred revenue to be realized in the first year, percentage	30%
Deferred revenue realization term	1 year
Percentage of deferred revenue to be realized second milestone, percentage	35%
Percentage of deferred revenue to be realized third milestone, percentage	35%
Minimum
Disaggregation of Revenue [Line Items]
Deferred revenue realization, second term	1 year
Deferred revenue realization, third term	4 years
Maximum
Disaggregation of Revenue [Line Items]
Deferred revenue realization, second term	3 years
Deferred revenue realization, third term	6 years

INCOME TAXES (Details)

INCOME TAXES (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Income Tax Contingency [Line Items]
Effective tax rate, percent	(16.00%)	(12.00%)	(11.00%)	(3.00%)
Orinter
Income Tax Contingency [Line Items]
Liability for tax contingency	$ 1,476		$ 1,476

COMMITMENTS AND CONTINGENCIES -

COMMITMENTS AND CONTINGENCIES - Additional information (Details) $ in Thousands	Jun. 30, 2023 USD ($) claim	Oct. 13, 2022 USD ($)	Jun. 30, 2022 USD ($)
Line of Credit Facility [Line Items]
Number of outstanding claims | claim	2
Global Collect Services B.V.
Line of Credit Facility [Line Items]
Collection claim		$ 548
Letter of Credit
Line of Credit Facility [Line Items]
Secured letters of credit outstanding	$ 7,578		$ 7,432

EMPLOYEE BENEFIT PLAN - Summary

EMPLOYEE BENEFIT PLAN - Summary of Components of net periodic benefit costs (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Defined Benefit Plan [Abstract]
Current service cost	$ 25	$ 2	$ 62	$ 23
Interest cost	7	2	18	8
Net actuarial (gain) recognized in the period	(72)	(12)	(162)	(15)
Expenses recognized in the condensed consolidated statement of operations	$ (40)	$ (8)	$ (82)	$ 16

EMPLOYEE BENEFIT PLAN - Summa_2

EMPLOYEE BENEFIT PLAN - Summary of components of actuarial gain on retirement benefits (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Defined Benefit Plan [Abstract]
Actuarial gain for the period obligation	$ 72	$ 12	$ 162	$ 15
Actuarial gain for the period plan assets	0	0	0	0
Actuarial gain for the period	$ 72	$ 12	$ 162	$ 15

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details) - USD ($) $ in Thousands				1 Months Ended	3 Months Ended		6 Months Ended
	May 12, 2023	Mar. 10, 2023	May 11, 2021	Jul. 31, 2023	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Related Party Transaction [Line Items]
Interest income					$ 290	$ 134	$ 637	$ 261
Interep
Related Party Transaction [Line Items]
Equtiy interests issued	$ (3,097)
Other consideration - travel credit	$ 50
Treasury Stock
Related Party Transaction [Line Items]
Settlement of shareholder receivable (in shares)		2,033,578
Related Party
Related Party Transaction [Line Items]
Amount payable to related party (f)					50		50		$ 13
Amount receivable from related party (a)					0		0		38
Note payable to related party					199		199		197
Metaminds Technologies | Offshore IT and software development services, sales support and other services (d)
Related Party Transaction [Line Items]
Offshore IT and software development services, sales support and other services (d)					0	0	0	660
Mondee Group Loan
Related Party Transaction [Line Items]
Interest income					0	129	0	256
Mondee Group LLC
Related Party Transaction [Line Items]
Service fees (a)					$ 0	974	$ 0	1,941
Percentage of service fee			10%
Interest rate							2.30%
Notes receivable, term							10 years
Number of units secured					14,708		14,708
Metaminds Software
Related Party Transaction [Line Items]
Lease expense (e)					$ 55	$ 58	$ 110	$ 58
Lease term					11 months		11 months
Chief Executive Officer
Related Party Transaction [Line Items]
Note payable to related party					$ 199		$ 199		$ 197
Interest rate							2%
Mondee Group LLC
Related Party Transaction [Line Items]
Equtiy interests issued		$ (20,336)
Chief Financial Officer | July 2023 Promissory Note | Subsequent Event
Related Party Transaction [Line Items]
Interest rate				3.25%
Financing provided				$ 100
Director | Interep
Related Party Transaction [Line Items]
Other consideration - travel credit							$ 50

RELATED PARTY TRANSACTIONS - Ad

RELATED PARTY TRANSACTIONS - Additional information (Details) - Orinter - Escrow Shares	6 Months Ended
	Jun. 30, 2023 shares
Related Party Transaction [Line Items]
Number of shares receivable as merger consideration (in shares)	903,202
Asi Ginio
Related Party Transaction [Line Items]
Number of shares receivable as merger consideration (in shares)	80,000

SEGMENT INFORMATION - Amounts d

SEGMENT INFORMATION - Amounts detailed in segment reconciliation (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Segment Reporting, Revenue Reconciling Item [Line Items]
Revenue	$ 56,771,000	$ 45,656,000	$ 106,700,000	$ 84,723,000
Adjusted EBITDA	4,438,000	3,756,000	8,595,000	6,134,000
Depreciation and amortization	(3,803,000)	(2,769,000)	(7,189,000)	(5,586,000)
Stock-based compensation	(4,804,000)	(81,000)	(7,365,000)	(161,000)
Payroll tax expense related to stock-based compensation	86,000		(86,000)
Restructuring (expense) income, net	168,000	0	(1,361,000)	0
Acquisition cost	(264,000)		(543,000)
One time non-recurring expense	(394,000)		(610,000)
Legal expense	(577,000)		(1,239,000)
Change in fair value of earn-out liability	(530,000)	(760,000)	(701,000)	(595,000)
Income (loss) from operations	(5,852,000)	1,666,000	(10,499,000)	982,000
Other expense, net	(6,748,000)	(3,543,000)	(14,317,000)	(9,796,000)
Loss before income taxes	(12,600,000)	(1,877,000)	(24,816,000)	(8,814,000)
Provision for income taxes	(2,008,000)	(236,000)	(2,707,000)	(290,000)
Net loss	(14,608,000)	(2,113,000)	(27,523,000)	(9,104,000)
Travel Marketplace
Segment Reporting, Revenue Reconciling Item [Line Items]
Revenue	56,652,000	45,403,000	106,201,000	84,178,000
Restructuring (expense) income, net			(1,714,000)
SaaS Platform
Segment Reporting, Revenue Reconciling Item [Line Items]
Revenue	119,000	253,000	499,000	545,000
Operating Segments | Travel Marketplace
Segment Reporting, Revenue Reconciling Item [Line Items]
Revenue	56,652,000	45,403,000	106,201,000	84,178,000
Adjusted EBITDA	4,948,000	4,211,000	8,984,000	7,142,000
Depreciation and amortization	(3,667,000)	(2,633,000)	(6,917,000)	(5,312,000)
Stock-based compensation	(4,804,000)	(81,000)	(7,365,000)	(161,000)
Payroll tax expense related to stock-based compensation	86,000		(86,000)
Restructuring (expense) income, net	168,000		(1,361,000)
Acquisition cost	(264,000)		(543,000)
One time non-recurring expense	(394,000)		(610,000)
Legal expense	0		0
Change in fair value of earn-out liability	(530,000)	(760,000)	(701,000)	(595,000)
Operating Segments | SaaS Platform
Segment Reporting, Revenue Reconciling Item [Line Items]
Revenue	119,000	253,000	499,000	545,000
Adjusted EBITDA	(510,000)	(455,000)	(389,000)	(1,008,000)
Depreciation and amortization	(136,000)	(136,000)	(272,000)	(274,000)
Stock-based compensation	0	0	0	0
Payroll tax expense related to stock-based compensation	0		0
Restructuring (expense) income, net	0		0
Acquisition cost	0		0
One time non-recurring expense	0		0
Legal expense	0		0
Change in fair value of earn-out liability	0	$ 0	0	$ 0
Corporate
Segment Reporting, Revenue Reconciling Item [Line Items]
Revenue	0		0
Adjusted EBITDA	0		0
Depreciation and amortization	0		0
Stock-based compensation	0		0
Payroll tax expense related to stock-based compensation	0		0
Restructuring (expense) income, net	0		0
Acquisition cost	0		0
One time non-recurring expense	0		0
Legal expense	(577,000)		(1,239,000)
Change in fair value of earn-out liability	$ 0		$ 0

SEGMENT INFORMATION - Revenue b

SEGMENT INFORMATION - Revenue by geographic area (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues, net	$ 56,771	$ 45,656	$ 106,700	$ 84,723
United States
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues, net	$ 33,025	$ 43,378	$ 70,577	$ 80,584

SEGMENT INFORMATION - Long-live

SEGMENT INFORMATION - Long-lived assets and operating lease assets by geographic areas (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues, net	$ 56,771	$ 45,656	$ 106,700	$ 84,723
Long-lived assets	2,300		2,300		$ 1,658
United States
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues, net	33,025	43,378	70,577	80,584
Long-lived assets	472		472		1,016
Brazil
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues, net	19,760	0	28,864	0
Rest of the world, excluding Brazil
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues, net	3,986	$ 2,278	7,259	$ 4,139
Rest of the world
Revenues from External Customers and Long-Lived Assets [Line Items]
Long-lived assets	$ 1,828		$ 1,828		$ 642

Equity (Details)

Equity (Details) - shares	3 Months Ended	6 Months Ended	12 Months Ended
	Jun. 30, 2023	Jun. 30, 2023	Dec. 31, 2022
Class of Stock [Line Items]
Common shares, shares authorized (in shares)	500,000,000	500,000,000	500,000,000
Common shares, shares issued (in shares)	84,242,767	84,242,767	82,266,160
Common shares, shares outstanding (in shares)	84,242,767	84,242,767	82,266,160
Restricted Stock Units (RSUs)
Class of Stock [Line Items]
Restricted stock units vested (in shares)	97,449	120,949
Restricted Stock Units (RSUs) | 2022 Equity Incentive Plan
Class of Stock [Line Items]
Restricted stock units vested (in shares)			331,600
Common Class A
Class of Stock [Line Items]
Common shares, shares authorized (in shares)	500,000,000	500,000,000
Common shares, shares issued (in shares)	84,242,767	84,242,767
Common shares, shares outstanding (in shares)	84,242,767	84,242,767

Equity - Schedule of Warrants (

Equity - Schedule of Warrants (Details) - $ / shares	Jun. 30, 2023	Feb. 01, 2021
Class of Stock [Line Items]
Warrants outstanding (in shares)	1,507,500
Common Stock Warrants
Class of Stock [Line Items]
Warrants outstanding (in shares)	1,275,000
Exercise price of warrants (in dollars per share)	$ 11.50
Private Placement Warrants
Class of Stock [Line Items]
Warrants outstanding (in shares)	232,500	675,000
Exercise price of warrants (in dollars per share)	$ 11.50

STOCK-BASED COMPENSATION - Addi

STOCK-BASED COMPENSATION - Additional Information (Details)					1 Months Ended	3 Months Ended		5 Months Ended	6 Months Ended		7 Months Ended
	Apr. 20, 2023 shares	Sep. 12, 2022 shares	Sep. 07, 2022 shares	Jul. 18, 2022 USD ($) $ / shares shares	Jun. 30, 2023 USD ($) $ / shares shares	Jun. 30, 2023 USD ($) $ / shares	Jun. 30, 2022 USD ($)	Dec. 31, 2022 shares	Jun. 30, 2023 USD ($) $ / shares	Jun. 30, 2022 USD ($)	Apr. 20, 2023 shares	Aug. 18, 2022 tradingDay
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Personnel expense for RSUs						$ 12,359,000	$ 5,752,000		$ 19,825,000	$ 11,324,000
General and admin expense for RSUs						5,227,000	2,025,000		9,721,000	4,465,000
Shares entitled to earn-out shareholders for Business Combination (in shares) | shares				9,000,000				9,000,000
Allocated share based compensation						$ 4,804,000	81,000		$ 7,365,000	161,000
Secondary Sale
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Sale of private placement units (in shares) | shares					5,250,000
Stock price (in dollars per share) | $ / shares					$ 10	$ 10			$ 10
Consideration received					$ 52,500,000
Allocated share based compensation						$ 1,848,000			$ 1,848,000
Secondary Sale, Shares From Current and Former Employees
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Sale of private placement units (in shares) | shares					2,148,783
Public Stock Offering - Shares From Related Parties | Related Party
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Sale of private placement units (in shares) | shares					2,122,529
Consideration received					$ 1,825,000
Non-employee
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares entitled to earn-out shareholders for Business Combination (in shares) | shares		200,000
Allocated share based compensation						288,000			573,000
Employee
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares entitled to earn-out shareholders for Business Combination (in shares) | shares	180,000		900,000	6,000,000
Allocated share based compensation						1,242,000			3,336,000
Unallocated shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares entitled to earn-out shareholders for Business Combination (in shares) | shares								1,220,000
Employee and Nonemployee
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares entitled to earn-out shareholders for Business Combination (in shares) | shares											380,000
Earn-Out Scenario One
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Closing share price trigger for Business Combination (in dollars per share) | $ / shares				$ 12.50
Earn-Out Scenario Two
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Closing share price trigger for Business Combination (in dollars per share) | $ / shares				15
Earn-Out Scenario Three
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Closing share price trigger for Business Combination (in dollars per share) | $ / shares				$ 18
Public Warrants
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Threshold trading days | tradingDay												20
Trading period | tradingDay												30
2022 Equity Incentive Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares authorizes for issuance (in shares) | shares				9,615,971
ESPP shares | 2022 Equity Incentive Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares authorizes for issuance (in shares) | shares				1,923,194
Maximum contribution amount				$ 25,000
Maximum percent of eligible compensation				8%
Exercise price of stock as a percent of fair market value				85%
Class D Management Incentive Units | General and Administrative Expense [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Allocated share based compensation						48,000	0		168,000	0
Class D Management Incentive Units | Labor and Related Expense
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Allocated share based compensation						$ 1,366,000	$ 0		$ 1,427,000	$ 0

STOCK-BASED COMPENSATION - Ince

STOCK-BASED COMPENSATION - Incentive Units and RSU Activity (Details) - Restricted Stock Units (RSUs) - $ / shares	3 Months Ended	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2023
Number of Restricted Stock Incentive Units Outstanding
Unvested at the beginning of the period (in shares)		105,000
Granted (in shares)		552,855
Vested (in shares)	(97,449)	(120,949)
Forfeited or canceled (in shares)		0
Unvested at the end of the period (in shares)	536,906	536,906
Weighted-Average Grant Date Fair Value
Unvested at the beginning of the period (dollars per share)		$ 9.40
Granted (dollars per share)		10.20
Vested (dollars per share)		10.20
Forfeited or canceled (dollars per share)		0
Unvested at the end of the period (dollars per share)	$ 10.20	$ 10.20

STOCK-BASED COMPENSATION - Sche

STOCK-BASED COMPENSATION - Schedule of Allocation of Earnout Shares (Details) - shares					5 Months Ended
	Apr. 20, 2023	Sep. 12, 2022	Sep. 07, 2022	Jul. 18, 2022	Dec. 31, 2022
Schedule Of Reverse Recapitalization [Line Items]
Shares entitled to earn-out shareholders for Business Combination (in shares)				9,000,000	9,000,000
Employee
Schedule Of Reverse Recapitalization [Line Items]
Shares entitled to earn-out shareholders for Business Combination (in shares)	180,000		900,000	6,000,000
Investor
Schedule Of Reverse Recapitalization [Line Items]
Shares entitled to earn-out shareholders for Business Combination (in shares)				500,000
Non-employee
Schedule Of Reverse Recapitalization [Line Items]
Shares entitled to earn-out shareholders for Business Combination (in shares)		200,000
Unallocated shares
Schedule Of Reverse Recapitalization [Line Items]
Shares entitled to earn-out shareholders for Business Combination (in shares)					1,220,000

STOCK-BASED COMPENSATION - Assu

STOCK-BASED COMPENSATION - Assumption Used in Valuation (Details)	Apr. 20, 2023 $ / shares
Share-Based Payment Arrangement [Abstract]
Fair value of Class A Common Stock (in dollars per share)	$ 10.70
Selected volatility	65%
Risk-free interest rate	3.90%
Contractual term (years)	3 years 2 months 12 days

NET LOSS PER SHARE - Schedule o

NET LOSS PER SHARE - Schedule of Computation of Basic and Diluted Net Loss per Share (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Numerator:
Net loss	$ (14,608,000)	$ (2,113,000)	$ (27,523,000)	$ (9,104,000)
Cumulative dividends allocated to preferred stockholders	(2,686,000)	0	(5,164,000)	0
Net loss attributable to common stockholders, diluted	(17,294,000)	(2,113,000)	(32,687,000)	(9,104,000)
Net loss attributable to common stockholders, basic	$ (17,294,000)	$ (2,113,000)	$ (32,687,000)	$ (9,104,000)
Denominator:
Weighted average shares outstanding, basic (in shares)	77,197,805	60,800,000	76,774,455	60,800,000
Weighted average shares outstanding, diluted (in shares)	77,197,805	60,800,000	76,774,455	60,800,000
Basic net loss per share (in dollars per share)	$ (0.22)	$ (0.03)	$ (0.43)	$ (0.15)
Diluted net loss per share (in dollars per share)	$ (0.22)	$ (0.03)	$ (0.43)	$ (0.15)

NET LOSS PER SHARE - Schedule_2

NET LOSS PER SHARE - Schedule of Antidilutive Securities Excluded from Computation of Earnings per Share (Details) - shares	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potential common share excluded from diluted net loss per share (in shares)	10,224,962	610,203
Warrants (private warrants, common stock warrants)
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potential common share excluded from diluted net loss per share (in shares)	1,507,500	0
Outstanding earn-out shares (a)
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potential common share excluded from diluted net loss per share (in shares)	7,780,000	0
Restricted stock units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potential common share excluded from diluted net loss per share (in shares)	536,906	0
ESPP shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potential common share excluded from diluted net loss per share (in shares)	556	0
Class D incentive units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potential common share excluded from diluted net loss per share (in shares)	0	610,203
Consolid Earn Out Shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potential common share excluded from diluted net loss per share (in shares)	400,000
Contingently Returnable Earnout Shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potential common share excluded from diluted net loss per share (in shares)	7,400,000

RESTRUCTURING EXPENSE (INCOME_3

RESTRUCTURING EXPENSE (INCOME), NET (Details) - USD ($)	3 Months Ended	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2023	Jun. 30, 2022
Restructuring Cost and Reserve [Line Items]
Gain on termination of lease	$ 337,000	$ 337,000	$ 0
Travel Marketplace
Restructuring Cost and Reserve [Line Items]
Cash Payments		(1,136,000)
Severance and termination-related costs
Restructuring Cost and Reserve [Line Items]
Additions	(168,000)	1,361,000
Cash Payments	$ 437,000	1,136,000
Severance and termination-related costs | Travel Marketplace
Restructuring Cost and Reserve [Line Items]
Cash Payments		$ (886,000)

RESTRUCTURING EXPENSE (INCOME_4

RESTRUCTURING EXPENSE (INCOME), NET - Schedule of Restructuring (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Restructuring Reserve [Roll Forward]
Additions	$ (168,000)	$ 0	$ 1,361,000	$ 0
Severance and termination-related costs
Restructuring Reserve [Roll Forward]
Cash Payments	437,000		1,136,000
Travel Marketplace
Restructuring Reserve [Roll Forward]
Beginning balance			0
Additions			1,714,000
Adjustments			(16,000)
Cash Payments			(1,136,000)
Ending balance	563,000		563,000
Travel Marketplace | Severance and termination-related costs
Restructuring Reserve [Roll Forward]
Beginning balance			0
Additions			1,438,000
Adjustments			(13,000)
Cash Payments			(886,000)
Ending balance	539,000		539,000
Travel Marketplace | Other exit costs
Restructuring Reserve [Roll Forward]
Beginning balance			0
Additions			277,000
Adjustments			(3,000)
Cash Payments			(250,000)
Ending balance	$ 24,000		$ 24,000

SUBSEQUENT EVENTS (Details)

SUBSEQUENT EVENTS (Details) - Subsequent Event - Skypass Travel Inc	Aug. 11, 2026 shares	Aug. 11, 2025 shares	Aug. 11, 2024 shares	Aug. 11, 2023 USD ($) shares
Subsequent Event [Line Items]
Cash consideration | $				$ 3,000,000
Number of shares receivable as merger consideration (in shares)				900,000
Contingent consideration arrangement, term (in days)				60 days
Contingent earn out period (in years)				4 years
Forecast
Subsequent Event [Line Items]
Number of shares receivable as merger consideration (in shares)	100,000	100,000	100,000
Measurement Input, EBITDA Multiple
Subsequent Event [Line Items]
Measurement input | $				4
Outstanding earn-out shares (a)
Subsequent Event [Line Items]
Number of shares receivable as merger consideration (in shares)				1,800,000