Mondee (MOND) 10-Q 14 Nov 23 2023 Q3 Quarterly report Financial data

Cover Page

Cover Page - shares	9 Months Ended
	Sep. 30, 2023	Nov. 09, 2023
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 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		85,820,365
Entity Central Index Key	0001828852
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q3
Amendment Flag	false

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Current assets
Cash and cash equivalents	$ 39,896	$ 78,841
Restricted cash and cash equivalents	8,023	8,639
Accounts receivable, net of allowance of $6,890 and $4,861 as of September 30, 2023 and December 31, 2022, respectively	108,278	21,733
Contract assets, net of allowance of $7 and $750 as of September 30, 2023 and December 31, 2022, respectively	12,223	5,794
Prepaid expenses and other current assets	8,326	4,673
Total current assets	176,746	119,680
Property and equipment, net	15,072	11,332
Goodwill	77,167	66,420
Intangible assets, net	91,155	57,370
Amounts receivable from related parties	199	0
Operating lease right-of-use assets	2,273	1,384
Deferred income taxes	918	237
Other non-current assets	2,039	1,674
TOTAL ASSETS	365,569	258,097
Current liabilities
Deferred underwriting fee	0	500
Government loans, current portion	72	72
Accrued expenses and other current liabilities	28,211	9,319
Earn-out liability, net, current portion	3,155	0
Deferred revenue, current portion	5,945	5,828
Long-term debt, current portion	10,313	7,514
Total current liabilities	161,074	56,995
Deferred income taxes	111	307
Government loans, excluding current portion	143	159
Earn-out liability, net, excluding current portion	3,411	0
Warrant liability	177	1,293
Long-term debt, excluding current portion	145,142	126,882
Deferred revenue, excluding current portion	12,847	14,656
Operating lease liabilities, excluding current portion	1,750	1,620
Other long-term liabilities	3,003	2,713
Total liabilities	327,858	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 September 30, 2023 and December 31, 2022 (liquidation preference $95,346 and $87,323 as of September 30, 2023 and December 31, 2022, respectively)	92,484	82,597
Stockholders’ deficit
Class A Common Stock – 500,000,000 shares authorized, $0.0001 par value, 85,498,657 and 82,266,160 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively	8	7
Treasury stock - 2,448,928 and 0 shares of Class A Common Stock as of September 30, 2023 and December 31, 2022, respectively	(22,884)	0
Shareholder receivable	0	(20,336)
Additional paid-in capital	296,635	271,883
Accumulated other comprehensive gains (losses)	(655)	(621)
Accumulated deficit	(327,877)	(280,255)
Total stockholders’ deficit	(54,773)	(29,322)
TOTAL LIABILITIES, REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT	365,569	258,097
Nonrelated Party
Current liabilities
Accounts payable	113,336	33,749
Related Party
Current assets
Prepaid expenses and other current assets	98	81
Other non-current assets	322	200
Current liabilities
Accounts payable	42	13
Note payable to related party	$ 200	$ 197

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Accounts receivable, allowance	$ 6,890,000	$ 4,861,000
Contract assets, allowance	$ 7,000	$ 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	$ 95,346	$ 87,323
Common shares, shares authorized (in shares)	500,000,000	500,000,000
Common shares, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common shares, shares issued (in shares)	85,498,657	82,266,160
Common shares, shares outstanding (in shares)	85,498,657	82,266,160
Treasury stock (in shares)	2,448,928	0

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Income Statement [Abstract]
Revenues, net	$ 54,532	$ 40,513	$ 161,232	$ 125,236
Operating expenses
Sales and marketing expenses	35,971	28,650	113,476	88,467
Personnel expenses, including stock-based compensation of $2,638, $55,064, $9,261, and $55,219, respectively	10,696	59,807	30,521	71,131
General and administrative expenses, including non-employee stock-based compensation of $336, $172, $1,078, and $178, respectively	4,629	2,337	14,350	6,802
Information technology expenses	1,073	1,176	3,372	3,639
Provision for credit losses, net	535	211	(166)	297
Depreciation and amortization	4,165	2,963	11,354	8,549
Restructuring expense, net	239	2,130	1,600	2,130
Total operating expenses	57,308	97,274	174,507	181,015
Loss from operations	(2,776)	(56,761)	(13,275)	(55,779)
Other income (expense)
Interest income	243	28	880	289
Interest expense	(8,740)	(7,157)	(25,372)	(19,987)
Gain on extinguishment of PPP loan	0	0	0	2,009
Changes in fair value of warrant liability	744	683	1,116	683
Other expense, net	(9,189)	(1,080)	(7,883)	(316)
Total other expense, net	(16,942)	(7,526)	(31,259)	(17,322)
Loss before income taxes	(19,718)	(64,287)	(44,534)	(73,101)
Provision for income taxes	(381)	(321)	(3,088)	(611)
Net loss	(20,099)	(64,608)	(47,622)	(73,712)
Cumulative dividends allocated to preferred stockholders	(2,859)	(47)	(8,023)	(47)
Net loss attributable to common stockholders, basic	$ (22,958)	$ (64,655)	$ (55,645)	$ (73,759)
Net loss attributable per share to common stockholders
Net loss attributable per share to common stockholders, basic (in dollars per share)	$ (0.29)	$ (0.89)	$ (0.72)	$ (1.14)
Net loss attributable per share to common stockholders, diluted (in dollars per share)	$ (0.29)	$ (0.89)	$ (0.72)	$ (1.14)
Basic and diluted
Basic (in shares)	77,925,635	72,462,512	77,162,363	64,730,224
Diluted (in shares)	77,925,635	72,462,512	77,162,363	64,730,224

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Operations (Parenthetical) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Allocated share based compensation	$ 2,974	$ 55,236	$ 10,339	$ 55,397
Personnel expenses
Allocated share based compensation	2,638	55,064	9,261	55,219
Sales and other expenses
Allocated share based compensation	$ 336	$ 172	$ 1,078	$ 178

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Statement of Comprehensive Income [Abstract]
Net loss	$ (20,099)	$ (64,608)	$ (47,622)	$ (73,712)
Other comprehensive gain (loss), net of tax
Gain (loss) on currency translation adjustment	(2,938)	(158)	(34)	(330)
Comprehensive loss	$ (23,037)	$ (64,766)	$ (47,656)	$ (74,042)

Condensed Consolidated Statem_4

Condensed Consolidated Statements of Changes in Mezzanine Equity and Stockholders' Deficit - USD ($) $ in Thousands		Total	LBF Travel Inc	PIPE Financing	Preferred stock	Previously Reported	Previously Reported Preferred stock	Class A Common Stock	Class A Common Stock Previously Reported	Class A Common Stock Retroactive application of recapitalization	Treasury Stock	Treasury Stock LBF Travel Inc	Shareholder Receivable	Shareholder Receivable Previously Reported	Additional Paid-in-Capital	Additional Paid-in-Capital PIPE Financing	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, beginning balance at Dec. 31, 2021					$ 0		$ 0
Mezzanine Equity
Issuance of redeemable series A preferred stock, net of issuance costs (in shares)					85,000
Issuance of redeemable series A preferred stock, net of issuance costs					$ 79,549
Preferred stock, ending balance (in shares) at Sep. 30, 2022					85,000
Preferred stock, ending balance at Sep. 30, 2022					$ 79,606
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)				$ (26,825)		$ 6	$ 0	$ 6			$ 0	$ 0	$ 163,459		$ 163,465	$ (6)	$ (273)	$ (273)	$ (190,017)	$ (190,017)
Stockholders' Deficit
Tax withholding related to vesting of restricted stock units		0
Stock-based compensation		55,397													55,397
Currency translation adjustments		(330)																	(330)
Net loss		(73,712)																			(73,712)
Shares in escrow for acquisitions (in shares)								13,947,218
Shares in escrow for acquisitions		48,341						$ 1							48,340
Issuance of Mondee Holdings LLC Class G units upon prepayment of debt				$ 9,750												$ 9,750
Merger earn-out (in shares)								7,400,000
Settlement of related party loan		(20,336)											(20,336)
Common control acquisition		(2,000)													(2,000)
Payment made on behalf of Mondee Holdings LLC		(5,241)													(5,241)
Shares issued upon exercise of common stock warrants (in shares)								118,942
Shares issued upon exercise of common stock warrants		1,368													1,368
Transfer of Private Warrants to Public Warrants		536													536
Issuance of common stock warrants		3,891													3,891
Accrual of dividends and accretion of redeemable series A preferred stock		(57)			$ 57										(57)
Balance at end (in shares) at Sep. 30, 2022								82,266,160
Balance at end at Sep. 30, 2022		(9,218)						$ 7					(20,336)		275,443				(603)		(263,729)
Preferred stock, beginning balance (in shares) at Jun. 30, 2022					0		0
Preferred stock, beginning balance at Jun. 30, 2022					$ 0		$ 0
Mezzanine Equity
Issuance of redeemable series A preferred stock, net of issuance costs (in shares)					85,000
Issuance of redeemable series A preferred stock, net of issuance costs					$ 79,549
Preferred stock, ending balance (in shares) at Sep. 30, 2022					85,000
Preferred stock, ending balance at Sep. 30, 2022					$ 79,606
Balance at beginning (in shares) at Jun. 30, 2022								60,800,000	1	60,799,999
Balance at beginning at Jun. 30, 2022		(35,940)				$ (35,940)		$ 6	$ 0	$ 6			0	$ 0	163,620		$ 163,626	$ (6)	(445)	$ (445)	(199,121)	$ (199,121)
Stockholders' Deficit
Stock-based compensation		55,236													55,236
Currency translation adjustments		(158)																	(158)
Net loss		(64,608)																			(64,608)
Shares in escrow for acquisitions (in shares)								13,947,218
Shares in escrow for acquisitions		48,341						$ 1							48,340
Issuance of Mondee Holdings LLC Class G units upon prepayment of debt				$ 9,750												$ 9,750
Merger earn-out (in shares)								7,400,000
Settlement of related party loan		(20,336)											(20,336)
Common control acquisition		(2,000)													(2,000)
Payment made on behalf of Mondee Holdings LLC		(5,241)													(5,241)
Shares issued upon exercise of common stock warrants (in shares)								118,942
Shares issued upon exercise of common stock warrants		1,368													1,368
Transfer of Private Warrants to Public Warrants		536													536
Issuance of common stock warrants		3,891													3,891
Accrual of dividends and accretion of redeemable series A preferred stock		(57)			$ 57										(57)
Balance at end (in shares) at Sep. 30, 2022								82,266,160
Balance at end at Sep. 30, 2022		$ (9,218)						$ 7					(20,336)		275,443				(603)		(263,729)
Preferred stock, beginning balance (in shares) at Dec. 31, 2022		85,000			85,000
Preferred stock, beginning balance at Dec. 31, 2022		$ 82,597			$ 82,597
Preferred stock, ending balance (in shares) at Sep. 30, 2023		85,000			85,000
Preferred stock, ending balance at Sep. 30, 2023		$ 92,484			$ 92,484
Balance at beginning (in shares) at Dec. 31, 2022		82,266,160						82,266,160
Balance at beginning at Dec. 31, 2022		$ (29,322)						$ 7			$ 0		(20,336)		271,883				(621)		(280,255)
Beginning balance, treasury stock (in shares) at Dec. 31, 2022		0									0
Stockholders' Deficit
Issuance of common stock through employee stock plans (in shares)								596,649
Tax witholding related to vesting of restricted stock units (in shares)								(186,207)
Tax withholding related to vesting of restricted stock units		$ (1,738)													(1,738)
Common stock repurchased (in shares)								(215,350)			215,350	(200,000)
Common stock repurchased and divesture for LBF		(766)	$ (1,782)								$ (766)	$ (1,782)
Stock-based compensation		10,339													10,339
Currency translation adjustments		(34)																	(34)
Net loss		(47,622)																			(47,622)
Settlement of shareholder receivable (in shares)											2,033,578
Settlement of shareholder receivable		0									$ (20,336)		20,336
Shares in escrow for acquisitions (in shares)								3,037,405
Shares in escrow for acquisitions		26,039						$ 1							26,038
Accrual of dividends and accretion of redeemable series A preferred stock	[1]	$ (9,887)			$ 9,887										(9,887)
Balance at end (in shares) at Sep. 30, 2023		85,498,657						85,498,657
Balance at end at Sep. 30, 2023		$ (54,773)						$ 8			$ (22,884)		0		296,635				(655)		(327,877)
Ending balance, treasury stock (in shares) at Sep. 30, 2023		2,448,928									2,448,928
Preferred stock, beginning balance (in shares) at Jun. 30, 2023					85,000
Preferred stock, beginning balance at Jun. 30, 2023					$ 88,960
Preferred stock, ending balance (in shares) at Sep. 30, 2023		85,000			85,000
Preferred stock, ending balance at Sep. 30, 2023		$ 92,484			$ 92,484
Balance at beginning (in shares) at Jun. 30, 2023								84,242,767
Balance at beginning at Jun. 30, 2023		(34,819)						$ 8			$ (20,336)				291,004				2,283		(307,778)
Beginning balance, treasury stock (in shares) at Jun. 30, 2023											2,033,578
Stockholders' Deficit
Issuance of common stock through employee stock plans (in shares)								241,549
Tax witholding related to vesting of restricted stock units (in shares)								(81,309)
Tax withholding related to vesting of restricted stock units		(723)													(723)
Common stock repurchased (in shares)								(215,350)			(215,350)	(200,000)
Common stock repurchased and divesture for LBF		(766)	$ (1,782)								$ (766)	$ (1,782)
Stock-based compensation		2,974													2,974
Currency translation adjustments		(2,938)																	(2,938)
Net loss		(20,099)																			(20,099)
Shares in escrow for acquisitions (in shares)								1,311,000
Shares in escrow for acquisitions		6,904													6,904
Accrual of dividends and accretion of redeemable series A preferred stock	[1]	$ (3,524)			$ 3,524										(3,524)
Balance at end (in shares) at Sep. 30, 2023		85,498,657						85,498,657
Balance at end at Sep. 30, 2023		$ (54,773)						$ 8			$ (22,884)		$ 0		$ 296,635				$ (655)		$ (327,877)
Ending balance, treasury stock (in shares) at Sep. 30, 2023		2,448,928									2,448,928
[1]Dividends accrued for preferred stockholders were $33.64 and $94.39 per share for the three and nine months ended September 30, 2023, and $0.55 per share for the three and nine months ended September 30, 2022.

Condensed Consolidated Statem_5

Condensed Consolidated Statements of Changes in Mezzanine Equity and Stockholders' Deficit (Parenthetical) - $ / shares	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Statement of Stockholders' Equity [Abstract]
Dividends accrued (in USD per share)	$ 33.64	$ 0.55	$ 94.39	$ 0.55

Condensed Consolidated Statem_6

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Cash flows from operating activities
Net loss	$ (47,622)	$ (73,712)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities
Depreciation and amortization	11,354	8,549
Non-cash gain on disposal of LBF US	(697)	0
Deferred taxes	(1,050)	138
Provision for credit losses, net	(166)	297
Stock-based compensation	10,339	55,397
Non-cash lease expense and lease impairment charges	753	0
Amortization of loan origination fees	6,403	4,238
Payment in kind interest expense	4,241	8,147
Gain on forgiveness of PPP Loan	0	(2,009)
Gain on termination of lease	(337)	0
Unrealized (gain) loss on foreign currency exchange derivatives	(270)	0
Change in the estimated fair value of earn-out consideration and warrants	(1,008)	(1,259)
Changes in operating assets and liabilities:
Contract assets	(6,041)	(2,635)
Prepaid expenses and other current assets	(451)	(17,547)
Operating lease right-of-use assets	0	(320)
Other non-current assets	(315)	(716)
Accrued expenses and other liabilities	6,363	12,333
Deferred revenue	(1,692)	(1,658)
Operating lease liabilities	(969)	300
Net cash used in operating activities	(13,400)	(690)
Cash flows from investing activities
Capital expenditures	(7,660)	(5,415)
Purchase of restricted short term investments	0	(394)
Cash paid for acquisitions, net of cash acquired	(24,081)	0
Net cash used in investing activities	(31,741)	(5,809)
Cash flows from financing activities
Repayment of debt	(4,118)	(41,500)
Proceeds from issuance of preferred stock	0	85,000
Issuance cost from preferred stock	0	(1,560)
Proceeds from exercise of common stock warrants	0	1,368
Proceeds from Business Combination and issuance of PIPE shares	0	78,548
Payment of offering costs	(4,372)	(20,053)
Payment made on behalf of Mondee Holdings LLC	0	(5,241)
Loan origination fee for long term debt	(616)	0
Proceeds from long term debt	15,000	0
Net cash provided by by financing activities	5,894	96,562
Effect of exchange rate changes on cash and cash equivalents and restricted cash and cash equivalents	(314)	(341)
Net (decrease) increase in cash and cash equivalents and restricted cash and cash equivalents	(39,561)	89,722
Cash and cash equivalents and restricted cash and cash equivalents at beginning of period	87,480	15,506
Cash and cash equivalents and restricted cash and cash equivalents at end of period	47,919	105,228
Supplemental cash flow information
Cash paid for interest	8,418	140
Cash paid for income taxes	115	0
Cash paid for LBF US transition services	7,386	0
Non-cash financing and investing activities
Right-of-use assets obtained in exchange for new operating lease liabilities	249	0
Legacy Mondee shares converted to Mondee Holdings Inc.	0	7
Assumption of net liabilities from Business Combination	0	15,002
Unpaid offering costs	0	12,030
Issuance of common stock warrants	0	3,892
Conversion of warrant classification	0	535
Settlement of related party loan	0	(20,336)
Common control acquisition	0	(2,000)
Issuance of stock	0	9,750
Property and equipment included in accounts payable	61	0
Shares withheld for tax withholding on vesting of restricted stock units	1,738	0
Deferred consideration in connection with acquisitions	2,259	0
Accrued series A preferred stock dividend	8,023	46
Interest capitalized for software development	163	0
Common stock repurchases	766	0
Noncash purchase consideration received for LBF divestiture, net	1,282	0
Related Party
Changes in operating assets and liabilities:
Accounts receivable	(199)	0
Amounts payable to related parties and accounts payable	18	(716)
Nonrelated Party
Changes in operating assets and liabilities:
Accounts receivable	(19,523)	(15,870)
Amounts payable to related parties and accounts payable	27,469	26,353
Common Class A | Orinter
Non-cash financing and investing activities
Issuance of stock	26,038	0
Earnout Shares | Orinter
Non-cash financing and investing activities
Issuance of stock	$ 7,014	$ 0

NATURE OF OPERATIONS

NATURE OF OPERATIONS	9 Months Ended
	Sep. 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	9 Months Ended
	Sep. 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 reported revenues, net and sales and marketing expenses for the unaudited three and nine months ended September 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 September 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 September 30, 2022 As Previously Reported Adjustments As Corrected Condensed Consolidated Statements of Operations Revenues, net $ 39,466 $ 1,047 $ 40,513 Marketing expenses 24,298 519 24,817 Sales and other expenses 3,305 528 3,833 Total operating expenses $ 96,227 $ 1,047 $ 97,274 Nine Months Ended September 30, 2022 As Previously Reported Adjustments As Corrected Condensed Consolidated Statements of Operations Revenues, net $ 119,769 $ 5,467 $ 125,236 Marketing expenses 73,317 3,464 76,781 Sales and other expenses 9,683 2,003 11,686 Total operating expenses $ 175,548 $ 5,467 $ 181,015

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
	Sep. 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 expense, 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, Contract Assets 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. 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. The provision for estimated credit losses is recorded in contract assets, net of allowance on our condensed consolidated balance sheets. During the nine months ended September 30, 2023, the Company recorded a gain of $166 to provision for credit losses, net, due to the revision of estimates of expected credit losses on accounts receivables and contract assets, and $1,914 additional allowance associated with acquisitions during the period, offset by $1,205 of write-offs, net of recoveries. 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 expense, 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. Goodwill The Company tests good for impairment on an annual basis and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. The Company has two reporting units and tests goodwill for each respective reporting unit. During the third quarter of 2023, the Company voluntarily changed its annual goodwill impairment test date from December 31 to October 1, as the new date of the assessment better aligns with the Company's long-term business planning process. This change was not material to the Company's condensed consolidated financial statements as it did not delay, accelerate, or avoid any potential goodwill impairment charge. Revenue Recognition The majority of our revenues are generated by providing online travel reservation services, which principally allow travelers to book travel reservations with travel suppliers through our technology solutions. These transaction-based revenue sources are reflected within our travel marketplace segment and primarily consist of: • Commissions revenue, including mark-up fees and commissions on airline ticket sales and to a lesser extent, for hotel accommodations and booking of car rentals, and other travel services; • Incentive revenues earned from Global Distribution System (“GDS”) service providers and airline companies for airline reservations, as well as from our fintech payment programs based on the aggregate gross booking amounts processed by us; 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 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 based on the volume of airline ticket bookings that have flown. We also receive incentives from our GDS service providers based on the volume of segment bookings mediated by us through the GDS systems. The periods in which the contractual targets are based on a range from months to years. The rate at which the Company earns the incentives from airline companies and GDS service providers, or travel suppliers, is subject to fluctuations as the incentive amount earned on any given day is contingent on the cumulative prior performance under the contract. Additionally, some travel supplier contracts have tiered level pricing where the incentive rate applied depends on several performance targets specified in the contract. At the end of each reporting period, the Company estimates the incentives earned in the period based on the flights taken and the respective incentive rates that would apply to the Company, based on the tier the Company will most likely fall under. Revenue earned and recognized relating to incentives with airline companies and GDS service providers will be estimated to the extent that 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 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. 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 less than one year. 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. Fees for payments received in installments are recorded within sales and marketing expense. Financing fees associated with these upfront payments are recorded within interest expense. During the three and nine months ended September 30, 2023, the Company incurred factoring fees of $345, and $1,420, respectively, which represents 2% and 5%, respectively, of the total other expense, net on the condensed consolidated statements of operations. To a lesser extent, we also generate revenues by entering into subscription contracts for access to our travel management offerings. These revenues are reflected within our software-as-a-service (“SaaS”) platform segment. Under these contracts, payment is collected upfront when the customer signs up to use the platform. 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 Company earns variable consideration in the form of a booking fee for each instance a traveler books a trip 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 September 30, 2023, there were two financing companies that accounted for 34% and 14% 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 In connection with the preparation of its condensed consolidated financial statements as of and for the three and nine months ended September 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.

FAIR VALUE MEASUREMENT

FAIR VALUE MEASUREMENT	9 Months Ended
	Sep. 30, 2023
Fair Value Disclosures [Abstract]
FAIR VALUE MEASUREMENT	FAIR VALUE MEASUREMENTThe 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 assets and liabilities that were measured at fair value, on a recurring basis: September 30, 2023 Level 1 Level 2 Level 3 Total Assets Foreign currency exchange derivatives (1) $ — $ 104 $ — $ 104 Total assets $ — $ 104 $ — $ 104 Liabilities Warrant liability - private placement warrants (2) $ — $ — $ 177 $ 177 Orinter earn-out consideration (3) — — 3,990 3,990 Consolid earn-out consideration (4) — — 1,120 1,120 Interep earn-out consideration (5) — — 1,780 1,780 Skypass earn-out consideration (6) — — 232 232 Total liabilities $ — $ — $ 7,299 $ 7,299 December 31, 2022 Level 1 Level 2 Level 3 Total Liabilities Warrant liability - private placement warrants (2) $ — $ — $ 1,293 $ 1,293 ______________________________ (1) 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 prepaid expenses and other current assets. (2) 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 September 30, 2023, the Company had 232,500 private placement warrants outstanding. (3) 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 September 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 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 September 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 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 September 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. (6) The Skypass earn-out consideration represents arrangements to pay the former owners of Skypass, which was acquired by the Company in 2023. The Company may be required to make earn-out payments of up to an aggregate of 1,800,000 shares of common stock contingent on Skypass meeting certain adjusted EBITDA targets. In the event the EBITDA target is exceeded, the Company is required to pay 2.5% on any excess of the EBITDA target, settled in shares. The number of shares payable will be calculated based on the market value of the Company’s Class A Common Stock at settlement date. As of September 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. Short-Term Financial Assets and Liabilities The fair value of Company’s short-term financial assets and liabilities including cash and cash equivalents, restricted cash and cash equivalents, accounts receivable, accounts payable, deferred underwriting fee, and accrued expenses approximated their carrying values as of September 30, 2023 and December 31, 2022, due to their short-term nature. The Company’s restricted cash and cash equivalents comprise of cash and certificate of deposits held at banks. 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 September 30, 2023 is $8,241. 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 expense, net in the condensed consolidated statement of operations. For the three and nine months ended September 30, 2023 the Company recorded gains of $392 and $270, respectively in other expense, net. 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 Nine Months Ended 2023 2022 2023 2022 Balance, beginning of period $ 8,330 $ 2 $ — $ 597 Additions of earn-out consideration with the acquisition of Orinter — — 3,060 — Additions of earn-out consideration with the acquisition of Interep — — 1,700 — Additions of earn-out consideration with the acquisition of Consolid — — 1,820 — Additions of earn-out consideration with the acquisition of Skypass 434 — 434 — Change in the estimated fair value of earn-out consideration (1,642) 19 108 (576) Balance, end of the period $ 7,122 $ 21 $ 7,122 $ 21 The earn-out consideration consists of the fair values of contingent consideration in connection with the Company’s acquisitions. See Note 6 – Business Combinations and Divestitures 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 September 30, 2023: Orinter Interep Consolid Skypass Cost of equity 29.0% 33.0% 29.0% 26.0% EBITDA volatility 61.0% 61.0% 80.0% 57.0% Equity volatility 78.0% 78.0% 98.0% 75.0% Required metric risk premium 22.5% 26.0% 23.5% 20.0% Risk-neutral adjustment factor 0.70 - 0.97 0.67 - 0.97 0.85 - 0.98 0.65 - 0.94 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 gain of $1,642 and a loss of $108 for the remeasurement of the earn-out liabilities during the three and nine months ended September 30, 2023, respectively, recorded as general and administrative expenses within the condensed consolidated statements of operations. Private placement warrant liability Three Months Ended Nine Months Ended 2023 2022 2023 2022 Balance, beginning of period $ 921 $ — $ 1,293 $ — Warrants recognized upon closing of reverse recapitalization — 1,721 — 1,721 Transfer of Private Warrants to Public Warrants — (536) — (536) Change in the estimated fair value of warrants (744) (683) (1,116) (683) Balance, end of the period $ 177 $ 502 $ 177 $ 502 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 September 30, 2023 and December 31, 2022: September 30, 2023 December 31, 2022 Stock price $3.57 $10.88 Term (in years) 3.8 4.6 Expected volatility 63.0% 60.0% Risk-free rate 4.8% 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 $744 and $1,116 during the three and nine months ended September 30, 2023, respectively, and $683 during the three and nine months ended September 30, 2022, 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 three and nine months ended September 30, 2023 and September 30, 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 asset is required to be evaluated for impairment and an impairment is recorded to reduce the non-financial asset’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 nine months ended September 30, 2023 and 2022, respectively, the Company has not recorded any impairment charges on non-financial assets.

REVENUE

REVENUE	9 Months Ended
	Sep. 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 – Segment Information, the Company has two reportable segments, travel marketplace and SaaS platform. Three Months Ended Nine Months Ended 2023 2022 2023 2022 Revenue from travel marketplace $ 54,101 $ 40,094 $ 160,302 $ 124,272 Revenue from SaaS Platform 431 419 930 964 $ 54,532 $ 40,513 $ 161,232 $ 125,236 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 86,545 6,429 (1,692) Ending Balance as of September 30, 2023 $ 108,278 $ 12,223 $ 18,792 During the nine months ended September 30, 2023, the Company recognized revenue of $3,174 from the deferred revenue balance as of December 31, 2022. As of September 30, 2023, the Company expects approximately 32% of total deferred revenue to be realized within one year, approximately 36% within two four

BUSINESS COMBINATIONS AND DIVES

BUSINESS COMBINATIONS AND DIVESTITURES	9 Months Ended
	Sep. 30, 2023
Business Combinations [Abstract]
BUSINESS COMBINATIONS	BUSINESS COMBINATIONS AND DIVESTITURES 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) 3,060 Total purchase price consideration $ 40,653 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. The Company is continuing to obtain information to finalize acquired tax liabilities and assets with respect to the Orinter Acquisition. 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 Orinter Closing Date. 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 6,146 Operating lease right-of-use-assets 172 Intangible assets 29,280 Fair value of assets acquired 78,436 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 $ 40,653 During the measurement period, not to exceed one year from the date of acquisition, the Company 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 $ 21,600 Trade names 15 7,680 Total acquired intangibles $ 29,280 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 September 30, 2023 were $40,936 and $7,852, respectively. 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) 1,700 Total purchase consideration $ 9,480 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 following table summarizes the fair values of the assets acquired and liabilities assumed at the acquisition date: 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 808 Intangible assets 7,120 Fair value of assets acquired 33,631 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 $ 9,480 The Company recorded $4,910 for customer relationships with an estimated useful life of 7.5 years, and $2,210 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 amounts of revenue and pretax net income of Interep included in the Company’s condensed consolidated statement of operations from the Interep Closing Date to September 30, 2023 were $9,943 and $2,809, respectively. 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 1,820 Total purchase consideration $ 5,226 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. The Company is continuing to obtain information to finalize acquired tax liabilities and assets with respect to the Consolid Acquisition, as well as the clawback amount impacting the purchase consideration. 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 704 Property and equipment 90 Goodwill 1,354 Operating lease right-of-use-assets 143 Intangible assets 1,195 Other non-current assets 41 Fair value of assets acquired 12,382 Liabilities assumed: Accounts payable 5,441 Accrued expenses and other current liabilities 1,261 Operating lease liability 143 Other long-term liabilities 311 Fair value of liabilities assumed 7,156 Total purchase consideration $ 5,226 The intangible assets acquired include customer relationships with a fair value of $674 and an estimated useful life of 8.5 years, as well as trade names with a fair value of $521 and an estimated useful life of 15 years. The Company recorded approximately $1,354 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. 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, “Skypass”) (such transaction referred to as the “Skypass Acquisition”). Skypass is an international travel operator specializing in national and international air travel and hotel bookings primarily for travelers and employees associated with international corporations. The Skypass Acquisition allows the Company to expand its reach in the cruise and holiday packages travel sectors. The acquisition date fair value of consideration transferred for Skypass is as follows: Amount Cash consideration (i) $ 3,908 Issuance of Class A Common Stock at Closing (ii) 5,320 Deferred stock consideration (iii) 1,584 Fair value of earn-out consideration (iv) 434 Total purchase price consideration $ 11,246 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, 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 Skypass meeting certain adjusted EBITDA growth targets. In the event the EBITDA target is exceeded, the Company is required to pay additional shares of 2.5% on excess of the EBITDA target. The number of shares payable will be calculated based on the market value of the Company’s Class A Common Stock at settlement date. The Company estimated the preliminary fair value of acquired assets and liabilities as of the effective time of the Skypass Acquisition based on information currently available and continues to adjust those estimates upon refinement of market participant assumptions for integrating businesses. The Company is continuing to obtain information to determine the acquired assets and liabilities, including tax assets, liabilities and other attributes. 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 Skypass Closing Date. 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 $ 1,746 Accounts receivable 3,491 Prepaid expenses and other current assets 25 Goodwill 4,054 Operating lease right-of-use-assets 1,006 Intangible assets 4,135 Fair value of assets acquired 14,457 Liabilities assumed: Accounts payable 668 Accrued expenses and other current liabilities 684 Operating lease liabilities 714 Deferred income tax 1,145 Fair value of liabilities assumed 3,211 Total purchase consideration $ 11,246 The intangible assets acquired include customer relationships with a fair value of $3,370 and an estimated useful life of 8.4 years, as well as trade names with a fair value of $765 and an estimated useful life of 15 years. The Company recorded approximately $4,054 of goodwill, which is primarily attributed to the assembled workforce and expanded market opportunities obtained through the Skypass 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 Skypass Acquisition were not material. The Company has included the financial results of Skypass in its condensed consolidated financial statements from the Skypass 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. LBF US Divestiture In July 2023, the Company entered into a letter of intent with a former employee to sell LBF Travel Inc, LBF Travel Holdings LLC, Avia Travel and Tours Inc, and Star Advantage Limited (collectively, "LBF US") for net proceeds of 200,000 shares of the Company’s Class A Common Stock, which was valued at $1.7 million as of the disposal date. The Company allocated $0.5 million of the value of the shares to post-sales support provided to LBF US subsequent to the sale and recognized the remaining $1.2 million as purchase consideration. The divestiture of LBF US closed in September 2023. LBF US was initially acquired by the Company on December 20, 2019 ("2019 Acquisition") and operated within the travel marketplace segment. The buyer was a previous owner of LBF Travel Inc, who then became a Mondee employee along with the 2019 Acquisition until Mondee’s divestiture of LBF US. In connection with the sale, the Company recognized a gain of $532, which was recorded in other expense, net. The gain on the transaction is comprised of a non-cash gain of $697, offset by the derecognition of $165 of cash. Additionally, the Company provided certain short term transition services to support the divested business through the third quarter of 2023. The Company incurred $9,859 of transition service costs for the three months ended September 30, 2023, which was recorded in other expense, net. As of September 30, 2023, the Company has paid $7,386 towards the LBF US transition services, and have a remaining amount of $2,473 unpaid. The results of the divested business through date of sale and the transition services provided to LBF US post the sale were reflected within the travel marketplace segment. Unaudited Pro Forma Operating Results The following unaudited pro forma combined financial information presented the results of operations as if (i) the acquisitions of Orinter, Interep and Consolid and (ii) the divestiture of LBF US 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, Interep and Consolid Acquisitions, including additional amortization adjustments for the fair value of the assets acquired. These unaudited pro forma results do not reflect any synergies from operating efficiencies post their acquisition dates. Accordingly, these unaudited pro forma results are presented for informational purposes only and are not necessarily indicative of what the actual results of operations of the combined company would have been if the acquisition had occurred at the beginning of the period presented, nor are they indicative of future results of operations. The unaudited pro forma financial information did not include the effect of Skypass Acquisition due to its insignificant impact to the Company's consolidated operation results. Three Months Ended Nine Months Ended 2023 2022 2023 2022 Revenues, net $ 53,840 $ 51,075 $ 172,624 $ 145,992 Net loss (19,699) (58,610) (38,382) (64,295)

GOODWILL AND INTANGIBLE ASSETS,

GOODWILL AND INTANGIBLE ASSETS, NET	9 Months Ended
	Sep. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
GOODWILL AND INTANGIBLE ASSETS, NET	GOODWILL AND INTANGIBLE ASSETS, NETThe 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, including measurement period adjustments (Note 6 – Business Combinations and Divestitures) 12,362 — 12,362 Divestiture of LBF US (Note 6 – Business Combinations and Divestitures) (1,679) — $ (1,679) Foreign currency translation impact 64 — 64 Balance as of September 30, 2023 $ 69,746 $ 7,421 $ 77,167 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 $10,653 as of September 30, 2023 and $12,028 as of December 31, 2022, respectively. Definite-life intangible assets, net consisted of the following as of September 30, 2023: Gross Carrying Amount Accumulated Amortization Net Carrying Amount Customer relationships $ 91,481 $ (34,383) $ 57,098 Trade name 20,803 (6,076) 14,727 Supplier relationships 5,767 (1,443) 4,324 Developed technology 7,220 (2,867) 4,353 Balances as of September 30, 2023 $ 125,271 $ (44,769) $ 80,502 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 Supplier relationships 5,767 (1,153) 4,614 Developed technology 7,220 (2,267) 4,953 Balances as of December 31, 2022 $ 83,345 $ (38,003) $ 45,342 Amortization expense for intangible assets was $2,458 and $1,584 for the three months ended September 30, 2023 and 2022, respectively, and $6,747 and $4,753 for the nine months ended September 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 three months) $ 2,508 2024 10,034 2025 9,860 2026 9,510 2027 9,510 Thereafter 39,080 $ 80,502

DEBT

DEBT	9 Months Ended
	Sep. 30, 2023
Debt Disclosure [Abstract]
DEBT	DEBT The following table summarizes the Company’s outstanding borrowing arrangements, excluding governmental loans: As of September 30, As of December 31, 2023 2022 TCW Term Loan $ 102,500 $ 106,250 Wingspire Term Loan 14,632 — TCW Term Loan payment in-kind interest 50,543 46,518 Wingspire Term Loan payment in-kind interest 379 — Others — 14 Total outstanding principal balance 168,054 152,782 Less: TCW Term Loan unamortized debt issuance costs and discounts (12,316) (18,386) Less: Wingspire Term Loan unamortized debt issuance costs and discounts (283) — Total debt 155,455 134,396 Less: Current portion of long-term debt (10,313) (7,514) Long-term debt, excluding current portion $ 145,142 $ 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. The amendment resulted in the redesignation of $15,000 under the TCW Term Loan from other lenders to Wingspire. Concurrently, Wingspire funded an additional $15,000 of term loan commitment on top of the already outstanding TCW Term Loan (the “Wingspire Term Loan”), with a total of $30,000 contributed by Wingspire as part of this amendment. Additionally, the Ninth Amendment split the TCW Term Loan into two loans. The first loan will be represented by Wingspire with an outstanding principal balance of $30,000 and the second loan will be represented by TCW with an outstanding principal balance of $137,753. Further, pursuant to the Ninth Amendment, Wingspire consented to take over the TCW LOC for a principal amount not to exceed $15,000, which resulted in a total of contributed by Wingspire in the arrangement. Until January 11, 2024, the Company has the option to increase the Wingspire Term Loan 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 Orinter, pursuant to that certain Orinter Purchase Agreement, among us, Mondee Brazil, LLC, a Delaware limited liability company (“Mondee Brazil”), OTT Holdings Ltda. (“OTT Holdings”), Orinter, and the other parties named therein; (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 the TCW Term Loan for the nine months ended September 30, 2023, and 2022 is 24% and 22%, respectively. The effective interest on the Wingspire Term Loan for the nine months ended September 30, 2023 is 17%.

EQUITY

EQUITY	9 Months Ended
	Sep. 30, 2023
Equity [Abstract]
EQUITY	EQUITY Class A Common Stock As of September 30, 2023, the Company had authorized a total of 500,000,000 shares for issuance of common stock, of which 85,498,657 shares are issued and outstanding. Not reflected in the shares issued and outstanding is approximately 118,769 shares related to restricted stock units (“RSUs”) that vested during 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 September 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 Share Repurchase Program On September 21, 2023, the Company’s Board of Directors (the “Board”) authorized a share repurchase program to purchase up to $30,000 of the Company’s outstanding shares of Class A Common Stock (the “Share Repurchase Program”). The amount and timing of repurchases is determined at the Company’s discretion, depending on market and business conditions, and prevailing stock prices among other factors. Open market repurchases will be structured to occur in accordance with applicable federal securities laws, including insider trading laws. The program is not subject to any self-imposed Company trading restrictions or blackout periods and has no expiration date. During the nine months ended September 30, 2023, the Company repurchased 215,350 shares of its Class A Common Stock for a total of $766. The repurchase was at a weighted-average price of $3.54 per share when excluding commissions, and are recorded to treasury stock. The repurchase liability of $766 is included in accrued expenses and other current liabilities on the Company’s condensed consolidated balance sheets, pending settlement of trade in October 2023. As of September 30, 2023, $29,234 remained available under the Share Repurchase Program. On October 17, 2023, the Company’s Board authorized a $10,000 expansion of the Company’s on-going Share Repurchase Program, bringing the total size of the common stock repurchase program authorized by the Board up to $40,000.

STOCK-BASED COMPENSATION

STOCK-BASED COMPENSATION	9 Months Ended
	Sep. 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 Equity Incentive Plan (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 nine months ended September 30, 2023 was as follows: Number of Restricted Stock Weighted-Average Grant Date Fair Value Unvested - December 31, 2022 105,000 $ 9.40 Granted 2,978,378 7.70 Vested (383,818) 8.90 Forfeited or canceled — — Unvested – September 30, 2023 2,699,560 $ 7.30 The Company recognized $2,170 and $3,596 in personnel expense for RSUs in the three and nine months ended September 30, 2023. The Company recognized $59 and $227, respectively, in general and administrative expense for RSUs in the three and nine months ended September 30, 2023. The Company recognized $3,386 in personnel expense for RSUs during the three and nine months ended September 30, 2022. The Company recognized $139 in general and administrative expense for RSUs during the three and nine months ended September 30, 2022. 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 nine months ended September 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 September 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 shares allocated in 2023 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 $450 and $3,787 of compensation expense for employees to personnel expenses within the condensed consolidated statement of operations for the three and nine months ended September 30, 2023, respectively. The non-employee is an advisor to the Company and its stock-based compensation expense of $278 and $851 for the three and nine months ended September 30, 2023, respectively was recorded to general and administrative expenses within the condensed consolidated statement of operations. The Company recognized $50,734 of compensation expense for employees to personnel expenses within the condensed consolidated statement of operations for the three and nine months ended September 30, 2022. The Company recognized $33 of non-employee stock-based compensation expense to general and administrative expenses within the condensed consolidated statement of operations for the three and nine months ended September 30, 2022. On the Closing Date, 6,000,000 of the earn-out Class A Common Stock were issued to the chief executive officer of Mondee which was determined to be equity settled in accordance with ASC 480. The chief executive officer was awarded earn out shares primarily to lead and direct activities contributing to successful close of the Business Combination in his capacity of an executive responsible for oversight with no future services required. The Company determined his awards to be compensatory in nature owing to his service agreement and oversight role in the Business Combination. The Company recorded compensation expenses upon completion of the Business Combination totaling $50,060 within personnel expenses on the condensed consolidated statement of operations for the three and nine months ended September 30, 2022. Subsequent to the Closing Date, the Company allocated an additional 1,100,000 shares. These earn-out shares require future services and therefore were concluded to be compensatory in nature in accordance with ASC 718. The stock based compensation expense for employee earn-out shares were recognized over the derived service period. For non-employee earn-out shares, the Company recorded stock based compensation expense on a monthly basis over the longest period between the implicit or derived service period. The Company recorded an additional $674 of compensation expense for employees to personnel expenses within the condensed consolidated statement of operations for the three and nine months ended September 30, 2022. 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 months ended September 30, 2023 was not material. As of September 30, 2023, the remaining unrecognized stock-based compensation for ESPP is not material.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	9 Months Ended
	Sep. 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 September 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 $7,650 and $7,432 secured letters of credit outstanding as of September 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.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	9 Months Ended
	Sep. 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 September 30, December 31, Amount payable to related party (1) $ 42 $ 13 Amount receivable from related party (2) 43 38 Loan receivable from related party (3) 92 — Note payable to related party (4) 200 197 Rent payable to related parties and an affiliate associated with these related parties and an employee (5) 222 — Amounts receivable from related parties (6) 156 — Three Months Ended September 30, Nine Months Ended Transactions with Related Parties 2023 2022 2023 2022 Offshore IT and software development services, sales support and other services (7) $ — $ — $ — $ 660 Interest income (8) — 26 — 282 Payment made on behalf of Mondee Holdings LLC (9) — 5,241 — 5,241 Service fees (2) (1) 441 (1) 2,382 Loan receivable from related party (3) 92 — 92 — Lease expense (5) 112 58 222 116 _________________________ (1) 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 September 30, 2023, Interep owes a travel credit of $42 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. (2) 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 the Company’s CEO, Prasad Gundumogula, and is not a wholly-owned subsidiary of the Company. Mondee Group led the fundraising and arranged the funds that were used to purchase prepaid UATP credit cards at a discount from their face value from a certain airline. (3) In July 2023, 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 3.3% 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. (4) The Company has a note payable to the CEO amounting to $200 and $197 as of September 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. (5) The Company currently leases office space from Metaminds Software. The lease commencement date for this was April 1, 2022. The lease had an original lease term of 11 months, and has been renewed, and the monthly minimum base rent is immaterial. From August 2023, the Company started leasing office spaces from certain employees and entities associated with these employees. These leases were recognized on the Skypass Closing Date and have 3 year terms. The monthly minimum base rent is immaterial. (6) Corresponds to receivables from former owners of Interep and Skypass for payments made by the Company on their behalf. (7) 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 nine months ended September 30, 2023. (8) 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 September 30, 2023. (9) Corresponds to a payment made to Rocketrip put option holders by the Company on behalf Mondee Holdings LLC. 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, a current Board member of the Company, in connection with general advisory services Mr. Ginio provided to the former owners.

SEGMENT INFORMATION

SEGMENT INFORMATION	9 Months Ended
	Sep. 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 expense, 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 September 30, 2023 Travel Marketplace SaaS Platform Corporate Total Revenue $ 54,101 $ 431 $ — $ 54,532 Adjusted EBITDA 5,805 (512) 208 5,501 Depreciation and amortization (4,031) (134) — (4,165) Stock-based compensation (2,974) — — (2,974) Payroll tax expense related to stock-based compensation (140) — — (140) Restructuring (expense) income, net (239) — — (239) Acquisition cost (545) — — (545) Non-recurring legal expense — — (785) (785) One time non-recurring expense 1 (22) — — (22) Change in fair value of earn-out liability 593 — — 593 Operating loss $ (2,776) Total other expense, net (16,942) Loss before income taxes (19,718) Provision for income taxes (381) Net loss $ (20,099) 1 Includes non-recurring transaction filing fees and associated professional services Three Months Ended September 30, 2022 Travel Marketplace SaaS Platform Total Revenue $ 40,094 $ 419 $ 40,513 Adjusted EBITDA 3,763 (195) 3,568 Depreciation and amortization (2,826) (137) (2,963) Restructuring (expense) income, net (2,130) — (2,130) Stock-based compensation (55,236) — (55,236) Operating loss $ (56,761) Total other expense, net (7,526) Loss before income taxes (64,287) Provision for income taxes (321) Net loss $ (64,608) Nine Months Ended Travel Marketplace SaaS Platform Corporate Total Revenue $ 160,302 $ 930 $ — $ 161,232 Adjusted EBITDA 14,351 (255) — 14,096 Depreciation and amortization (10,948) (406) — (11,354) Stock-based compensation (10,339) — — (10,339) Payroll tax expense related to stock-based compensation (226) — — (226) Restructuring (expense) income, net (1,600) — — (1,600) Acquisition cost (1,088) — — (1,088) Non-recurring legal expense — (2,024) (2,024) One time non-recurring expense 1 (632) — — (632) Change in fair value of earn-out liability (108) — — (108) Operating loss $ (13,275) Total other expense, net (31,259) Loss before income taxes (44,534) Provision for income taxes (3,088) Net loss $ (47,622) 1 Includes non-recurring transaction filing fees and associated professional services Nine Months Ended Travel Marketplace SaaS Platform Total Revenue $ 124,272 $ 964 $ 125,236 Adjusted EBITDA 11,500 (1,203) 10,297 Depreciation and amortization (8,138) (411) (8,549) Restructuring (expense) income, net (2,130) — (2,130) Stock-based compensation (55,397) — (55,397) Operating loss $ (55,779) Total other expense, net (17,322) Loss before income taxes (73,101) Provision for income taxes (611) Net loss $ (73,712) Geographic Information Revenue by geographic area, based on the geographic location of the Company’s subsidiaries processing the bookings, which is not necessarily representative of the travel destination or customer location, is as follows: Three Months Ended September 30, Nine Months Ended 2023 2022 2023 2022 United States $ 27,729 $ 37,004 $ 98,306 $ 117,588 Brazil 22,015 — 50,879 — Rest of the world 4,788 3,509 12,047 7,648 $ 54,532 $ 40,513 $ 161,232 $ 125,236 Long-lived assets (excluding capitalized software) and operating lease assets by geographic area is as follows: September 30, December 31, 2023 2022 United States $ 1,267 $ 1,016 Rest of the world 1,573 642 $ 2,840 $ 1,658

NET LOSS PER SHARE

NET LOSS PER SHARE	9 Months Ended
	Sep. 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 nine months ended September 30, 2023 and 2022: Three Months Ended September 30, Nine Months Ended 2023 2022 2023 2022 Numerator: Net loss $ (20,099) $ (64,608) $ (47,622) $ (73,712) Cumulative dividends allocated to preferred stockholders (2,859) (47) (8,023) (47) Net loss attributable to common stockholders, basic and diluted $ (22,958) $ (64,655) $ (55,645) $ (73,759) Denominator: Weighted average shares outstanding, basic and diluted 77,925,635 72,462,512 77,162,363 64,730,224 Basic and diluted net loss per share $ (0.29) $ (0.89) $ (0.72) $ (1.14) 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: September 30, 2023 2022 Warrants (public warrants, private warrants, common stock warrants) 1,507,500 13,568,543 Outstanding earn-out shares (a) 7,780,000 7,600,000 Consolid earn-out shares 400,000 — Skypass earn-out shares 1,800,000 — Restricted stock units 2,699,560 105,000 ESPP shares 17,550 — Potential common share excluded from diluted net loss per share 14,204,610 21,273,543 ______________________________ (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, NET

RESTRUCTURING EXPENSE, NET	9 Months Ended
	Sep. 30, 2023
Restructuring and Related Activities [Abstract]
RESTRUCTURING EXPENSE, NET	RESTRUCTURING EXPENSE, NET During the three and nine months ended September 30, 2023 and 2022, 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 nine months ended September 30, 2023, the Company recorded a net expense of $239 and $1,600, respectively, in restructuring expense, net on the condensed consolidated statements of operations. These expenses are one-time and are primarily related to employee severance and other termination benefits. During the nine months ended September 30, 2023, the Company terminated an office lease in India and recognized a gain of $337. During the three and nine months ended September 30, 2023, the Company made employee severance, other termination benefits, and other restructuring costs payments of $232 and $1,368, respectively. The restructuring activity was completed by the end of June 30, 2023 and the Company currently does not expect material costs associated with restructuring activities in future periods. During the three and nine months ended September 30, 2022, the Company recorded expense of $2,130, within restructuring expense, net in the condensed consolidated statements of operations. These expenses are one-time cash-based and of employee severance, lease rental termination related, and other termination benefits. During the three and nine months ended September 30, 2022, the Company made employee severance, other termination benefits, and other restructuring costs payments of $1,216. Outstanding restructuring charges at the reporting period are recorded in accrued expenses and other current liabilities, on the Company's condensed consolidated balance sheets. 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 nine months ended September 30, 2023: Balance as of December 31, 2022 Additions Adjustments Cash Payments Balance as of September 30, 2023 Severance and termination-related costs $ — $ 1,676 $ (14) $ (1,118) $ 544 Other exit costs — 277 (2) (250) 25 Total $ — $ 1,953 $ (16) $ (1,368) $ 569

INCOME TAXES

INCOME TAXES	9 Months Ended
	Sep. 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 full valuation allowance against 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 (2)% and (7)% on the pre-tax loss for the three and nine months ended September 30, 2023, respectively, and (1)% and (1)% for the three and nine months ended September 30, 2022, respectively. The effective tax rate differs from the U.S. statutory tax rate primarily due to the valuation allowances on the Company’s deferred tax assets as it is more likely than not that some or all of the Company’s deferred tax assets will not be realized.

EMPLOYEE BENEFIT PLAN

EMPLOYEE BENEFIT PLAN	9 Months Ended
	Sep. 30, 2023
Defined Benefit Plan [Abstract]
EMPLOYEE BENEFIT PLAN	EMPLOYEE BENEFIT PLANThe 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 September 30, Nine Months Ended 2023 2022 2023 2022 Current service cost $ 25 $ 20 $ 87 $ 65 Past service cost 10 — 10 — Interest cost 6 8 24 23 Net actuarial (gain)/loss recognized in the period (42) 33 (204) (4) Expenses recognized in the condensed consolidated statement of operations $ (1) $ 61 $ (83) $ 84 The components of actuarial gain/(loss) on retirement benefits are as follows: Three Months Ended September 30, Nine Months Ended 2023 2022 2023 2022 Actuarial gain/(loss) for the period obligation $ 42 $ (33) $ 204 $ 4 Actuarial gain/(loss) for the period plan assets — — — — Actuarial gain for the period $ 42 $ (33) $ 204 $ 4

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	9 Months Ended
	Sep. 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. On October 13, 2023, the Company executed an eleventh amendment to the TCW Agreement (the “Eleventh Amendment”). The Eleventh Amendment (1) provided consent to the Company’s acquisitions of Interep, Consolid and Skypass; (2) required that the Company pledge 100% of the equity interests of Interep, Consolid and Skypass, and certain other subsidiaries; (3) specifies that certain leverage ratios, minimum unadjusted EBITDA and fixed charge coverage ratio covenants shall not be measured through the term of the TCW Agreement; (4) sets forth certain qualified cash requirements; (5) adds as an event of default the failure of the Company to achieve certain refinancing milestones; (6) provides that the revolving credit commitment shall be uncommitted and discretionary in nature; and (7) provides for the payment of certain fees. On October 17, 2023, the Company completed a private placement of the Company’s Series A-3 Preferred Stock and issued 10,000 shares for gross proceeds of $10,000. In conjunction with the closing of the preferred stock financing, the Company issued warrants to purchase 1,275,000 shares of the Company’s Class A Common Stock to the participating investors. On November 2, 2023, the Company entered into a waiver (the "Waiver") with TCW Asset Management Company, Wingspire Capital LLC regarding the TCW Agreement which waived certain mandatory prepayment obligations of the Company. On November 13, 2023 (the “Purplegrids Closing Date”), the Company executed a stock purchase agreement to purchase all of the outstanding shares of Purplegrids, Inc. Purplegrids combines open AI with business intelligence and

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
	Sep. 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 expense, 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, Contract Assets 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. 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. The provision for estimated credit losses is recorded in contract assets, net of allowance on our condensed consolidated balance sheets. During the nine months ended September 30, 2023, the Company recorded a gain of $166 to provision for credit losses, net, due to the revision of estimates of expected credit losses on accounts receivables and contract assets, and $1,914 additional allowance associated with acquisitions during the period, offset by $1,205 of write-offs, net of recoveries.
Foreign Currency Exchange Derivatives	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 expense, 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.
Goodwill	GoodwillThe Company tests good for impairment on an annual basis and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. The Company has two reporting units and tests goodwill for each respective reporting unit. During the third quarter of 2023, the Company voluntarily changed its annual goodwill impairment test date from December 31 to October 1, as the new date of the assessment better aligns with the Company's long-term business planning process. This change was not material to the Company's condensed consolidated financial statements as it did not delay, accelerate, or avoid any potential goodwill impairment charge.
Revenue Recognition	Revenue Recognition The majority of our revenues are generated by providing online travel reservation services, which principally allow travelers to book travel reservations with travel suppliers through our technology solutions. These transaction-based revenue sources are reflected within our travel marketplace segment and primarily consist of: • Commissions revenue, including mark-up fees and commissions on airline ticket sales and to a lesser extent, for hotel accommodations and booking of car rentals, and other travel services; • Incentive revenues earned from Global Distribution System (“GDS”) service providers and airline companies for airline reservations, as well as from our fintech payment programs based on the aggregate gross booking amounts processed by us; 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 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 based on the volume of airline ticket bookings that have flown. We also receive incentives from our GDS service providers based on the volume of segment bookings mediated by us through the GDS systems. The periods in which the contractual targets are based on a range from months to years. The rate at which the Company earns the incentives from airline companies and GDS service providers, or travel suppliers, is subject to fluctuations as the incentive amount earned on any given day is contingent on the cumulative prior performance under the contract. Additionally, some travel supplier contracts have tiered level pricing where the incentive rate applied depends on several performance targets specified in the contract. At the end of each reporting period, the Company estimates the incentives earned in the period based on the flights taken and the respective incentive rates that would apply to the Company, based on the tier the Company will most likely fall under. Revenue earned and recognized relating to incentives with airline companies and GDS service providers will be estimated to the extent that 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 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. 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 less than one year. 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. Fees for payments received in installments are recorded within sales and marketing expense. Financing fees associated with these upfront payments are recorded within interest expense. During the three and nine months ended September 30, 2023, the Company incurred factoring fees of $345, and $1,420, respectively, which represents 2% and 5%, respectively, of the total other expense, net on the condensed consolidated statements of operations. To a lesser extent, we also generate revenues by entering into subscription contracts for access to our travel management offerings. These revenues are reflected within our software-as-a-service (“SaaS”) platform segment. Under these contracts, payment is collected upfront when the customer signs up to use the platform. 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 Company earns variable consideration in the form of a booking fee for each instance a traveler books a trip 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 September 30, 2023, there were two financing companies that accounted for 34% and 14% 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
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 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 In connection with the preparation of its condensed consolidated financial statements as of and for the three and nine months ended September 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)	9 Months Ended
	Sep. 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 September 30, 2022 As Previously Reported Adjustments As Corrected Condensed Consolidated Statements of Operations Revenues, net $ 39,466 $ 1,047 $ 40,513 Marketing expenses 24,298 519 24,817 Sales and other expenses 3,305 528 3,833 Total operating expenses $ 96,227 $ 1,047 $ 97,274 Nine Months Ended September 30, 2022 As Previously Reported Adjustments As Corrected Condensed Consolidated Statements of Operations Revenues, net $ 119,769 $ 5,467 $ 125,236 Marketing expenses 73,317 3,464 76,781 Sales and other expenses 9,683 2,003 11,686 Total operating expenses $ 175,548 $ 5,467 $ 181,015

FAIR VALUE MEASUREMENT (Tables)

FAIR VALUE MEASUREMENT (Tables)	9 Months Ended
	Sep. 30, 2023
Fair Value Disclosures [Abstract]
Schedule of Fair Value Measured on Recurring Basis	The following table sets forth the Company’s financial assets and liabilities that were measured at fair value, on a recurring basis: September 30, 2023 Level 1 Level 2 Level 3 Total Assets Foreign currency exchange derivatives (1) $ — $ 104 $ — $ 104 Total assets $ — $ 104 $ — $ 104 Liabilities Warrant liability - private placement warrants (2) $ — $ — $ 177 $ 177 Orinter earn-out consideration (3) — — 3,990 3,990 Consolid earn-out consideration (4) — — 1,120 1,120 Interep earn-out consideration (5) — — 1,780 1,780 Skypass earn-out consideration (6) — — 232 232 Total liabilities $ — $ — $ 7,299 $ 7,299 December 31, 2022 Level 1 Level 2 Level 3 Total Liabilities Warrant liability - private placement warrants (2) $ — $ — $ 1,293 $ 1,293 ______________________________ (1) 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 prepaid expenses and other current assets. (2) 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 September 30, 2023, the Company had 232,500 private placement warrants outstanding. (3) 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 September 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 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 September 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 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 September 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. (6) The Skypass earn-out consideration represents arrangements to pay the former owners of Skypass, which was acquired by the Company in 2023. The Company may be required to make earn-out payments of up to an aggregate of 1,800,000 shares of common stock contingent on Skypass meeting certain adjusted EBITDA targets. In the event the EBITDA target is exceeded, the Company is required to pay 2.5% on any excess of the EBITDA target, settled in shares. The number of shares payable will be calculated based on the market value of the Company’s Class A Common Stock at settlement date. As of September 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.
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 Nine Months Ended 2023 2022 2023 2022 Balance, beginning of period $ 8,330 $ 2 $ — $ 597 Additions of earn-out consideration with the acquisition of Orinter — — 3,060 — Additions of earn-out consideration with the acquisition of Interep — — 1,700 — Additions of earn-out consideration with the acquisition of Consolid — — 1,820 — Additions of earn-out consideration with the acquisition of Skypass 434 — 434 — Change in the estimated fair value of earn-out consideration (1,642) 19 108 (576) Balance, end of the period $ 7,122 $ 21 $ 7,122 $ 21 Three Months Ended Nine Months Ended 2023 2022 2023 2022 Balance, beginning of period $ 921 $ — $ 1,293 $ — Warrants recognized upon closing of reverse recapitalization — 1,721 — 1,721 Transfer of Private Warrants to Public Warrants — (536) — (536) Change in the estimated fair value of warrants (744) (683) (1,116) (683) Balance, end of the period $ 177 $ 502 $ 177 $ 502
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 September 30, 2023: Orinter Interep Consolid Skypass Cost of equity 29.0% 33.0% 29.0% 26.0% EBITDA volatility 61.0% 61.0% 80.0% 57.0% Equity volatility 78.0% 78.0% 98.0% 75.0% Required metric risk premium 22.5% 26.0% 23.5% 20.0% Risk-neutral adjustment factor 0.70 - 0.97 0.67 - 0.97 0.85 - 0.98 0.65 - 0.94 September 30, 2023 December 31, 2022 Stock price $3.57 $10.88 Term (in years) 3.8 4.6 Expected volatility 63.0% 60.0% Risk-free rate 4.8% 4.1% Dividend yield —% —%

REVENUE (Tables)

REVENUE (Tables)	9 Months Ended
	Sep. 30, 2023
Revenue from Contract with Customer [Abstract]
Schedule of Disaggregation of Revenue	As described in Note 13 – Segment Information, the Company has two reportable segments, travel marketplace and SaaS platform. Three Months Ended Nine Months Ended 2023 2022 2023 2022 Revenue from travel marketplace $ 54,101 $ 40,094 $ 160,302 $ 124,272 Revenue from SaaS Platform 431 419 930 964 $ 54,532 $ 40,513 $ 161,232 $ 125,236
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 86,545 6,429 (1,692) Ending Balance as of September 30, 2023 $ 108,278 $ 12,223 $ 18,792

BUSINESS COMBINATIONS AND DIV_2

BUSINESS COMBINATIONS AND DIVESTITURES (Tables)	9 Months Ended
	Sep. 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) 3,060 Total purchase price consideration $ 40,653 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) 1,700 Total purchase consideration $ 9,480 The acquisition date fair value of consideration transferred for Consolid is as follows: Amount Cash consideration $ 3,406 Fair value of earn-out consideration 1,820 Total purchase consideration $ 5,226 The acquisition date fair value of consideration transferred for Skypass is as follows: Amount Cash consideration (i) $ 3,908 Issuance of Class A Common Stock at Closing (ii) 5,320 Deferred stock consideration (iii) 1,584 Fair value of earn-out consideration (iv) 434 Total purchase price consideration $ 11,246
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. The Company is continuing to obtain information to finalize acquired tax liabilities and assets with respect to the Orinter Acquisition. 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 Orinter Closing Date. 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 6,146 Operating lease right-of-use-assets 172 Intangible assets 29,280 Fair value of assets acquired 78,436 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 $ 40,653 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 808 Intangible assets 7,120 Fair value of assets acquired 33,631 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 $ 9,480 Assets acquired: Estimated Fair Value Cash $ 4,050 Accounts receivable 3,569 Prepaid expenses and other current assets 1,236 Deferred income tax assets 704 Property and equipment 90 Goodwill 1,354 Operating lease right-of-use-assets 143 Intangible assets 1,195 Other non-current assets 41 Fair value of assets acquired 12,382 Liabilities assumed: Accounts payable 5,441 Accrued expenses and other current liabilities 1,261 Operating lease liability 143 Other long-term liabilities 311 Fair value of liabilities assumed 7,156 Total purchase consideration $ 5,226 Assets acquired: Estimated Fair Value Cash $ 1,746 Accounts receivable 3,491 Prepaid expenses and other current assets 25 Goodwill 4,054 Operating lease right-of-use-assets 1,006 Intangible assets 4,135 Fair value of assets acquired 14,457 Liabilities assumed: Accounts payable 668 Accrued expenses and other current liabilities 684 Operating lease liabilities 714 Deferred income tax 1,145 Fair value of liabilities assumed 3,211 Total purchase consideration $ 11,246
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 $ 21,600 Trade names 15 7,680 Total acquired intangibles $ 29,280
Summary of pro forma information	The following unaudited pro forma combined financial information presented the results of operations as if (i) the acquisitions of Orinter, Interep and Consolid and (ii) the divestiture of LBF US 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, Interep and Consolid Acquisitions, including additional amortization adjustments for the fair value of the assets acquired. These unaudited pro forma results do not reflect any synergies from operating efficiencies post their acquisition dates. Accordingly, these unaudited pro forma results are presented for informational purposes only and are not necessarily indicative of what the actual results of operations of the combined company would have been if the acquisition had occurred at the beginning of the period presented, nor are they indicative of future results of operations. The unaudited pro forma financial information did not include the effect of Skypass Acquisition due to its insignificant impact to the Company's consolidated operation results. Three Months Ended Nine Months Ended 2023 2022 2023 2022 Revenues, net $ 53,840 $ 51,075 $ 172,624 $ 145,992 Net loss (19,699) (58,610) (38,382) (64,295)

GOODWILL AND INTANGIBLE ASSET_2

GOODWILL AND INTANGIBLE ASSETS, NET (Tables)	9 Months Ended
	Sep. 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, including measurement period adjustments (Note 6 – Business Combinations and Divestitures) 12,362 — 12,362 Divestiture of LBF US (Note 6 – Business Combinations and Divestitures) (1,679) — $ (1,679) Foreign currency translation impact 64 — 64 Balance as of September 30, 2023 $ 69,746 $ 7,421 $ 77,167
Finite-Lived Intangible Assets Amortization Expense	Definite-life intangible assets, net consisted of the following as of September 30, 2023: Gross Carrying Amount Accumulated Amortization Net Carrying Amount Customer relationships $ 91,481 $ (34,383) $ 57,098 Trade name 20,803 (6,076) 14,727 Supplier relationships 5,767 (1,443) 4,324 Developed technology 7,220 (2,867) 4,353 Balances as of September 30, 2023 $ 125,271 $ (44,769) $ 80,502 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 Supplier relationships 5,767 (1,153) 4,614 Developed technology 7,220 (2,267) 4,953 Balances as of December 31, 2022 $ 83,345 $ (38,003) $ 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 three months) $ 2,508 2024 10,034 2025 9,860 2026 9,510 2027 9,510 Thereafter 39,080 $ 80,502

DEBT (Tables)

DEBT (Tables)	9 Months Ended
	Sep. 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 September 30, As of December 31, 2023 2022 TCW Term Loan $ 102,500 $ 106,250 Wingspire Term Loan 14,632 — TCW Term Loan payment in-kind interest 50,543 46,518 Wingspire Term Loan payment in-kind interest 379 — Others — 14 Total outstanding principal balance 168,054 152,782 Less: TCW Term Loan unamortized debt issuance costs and discounts (12,316) (18,386) Less: Wingspire Term Loan unamortized debt issuance costs and discounts (283) — Total debt 155,455 134,396 Less: Current portion of long-term debt (10,313) (7,514) Long-term debt, excluding current portion $ 145,142 $ 126,882

EQUITY (Tables)

EQUITY (Tables)	9 Months Ended
	Sep. 30, 2023
Equity [Abstract]
Common stock warrants outstanding to purchase shares of common stock	As of September 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)	9 Months Ended
	Sep. 30, 2023
Share-Based Payment Arrangement [Abstract]
Summary of Incentive Units and RSU activity	RSU activity during the nine months ended September 30, 2023 was as follows: Number of Restricted Stock Weighted-Average Grant Date Fair Value Unvested - December 31, 2022 105,000 $ 9.40 Granted 2,978,378 7.70 Vested (383,818) 8.90 Forfeited or canceled — — Unvested – September 30, 2023 2,699,560 $ 7.30
Schedule of Allocation of Earn-Out Shares	As of September 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

RELATED PARTY TRANSACTIONS (Tab

RELATED PARTY TRANSACTIONS (Tables)	9 Months Ended
	Sep. 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 September 30, December 31, Amount payable to related party (1) $ 42 $ 13 Amount receivable from related party (2) 43 38 Loan receivable from related party (3) 92 — Note payable to related party (4) 200 197 Rent payable to related parties and an affiliate associated with these related parties and an employee (5) 222 — Amounts receivable from related parties (6) 156 — Three Months Ended September 30, Nine Months Ended Transactions with Related Parties 2023 2022 2023 2022 Offshore IT and software development services, sales support and other services (7) $ — $ — $ — $ 660 Interest income (8) — 26 — 282 Payment made on behalf of Mondee Holdings LLC (9) — 5,241 — 5,241 Service fees (2) (1) 441 (1) 2,382 Loan receivable from related party (3) 92 — 92 — Lease expense (5) 112 58 222 116 _________________________ (1) 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 September 30, 2023, Interep owes a travel credit of $42 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. (2) 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 the Company’s CEO, Prasad Gundumogula, and is not a wholly-owned subsidiary of the Company. Mondee Group led the fundraising and arranged the funds that were used to purchase prepaid UATP credit cards at a discount from their face value from a certain airline. (3) In July 2023, 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 3.3% 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. (4) The Company has a note payable to the CEO amounting to $200 and $197 as of September 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. (5) The Company currently leases office space from Metaminds Software. The lease commencement date for this was April 1, 2022. The lease had an original lease term of 11 months, and has been renewed, and the monthly minimum base rent is immaterial. From August 2023, the Company started leasing office spaces from certain employees and entities associated with these employees. These leases were recognized on the Skypass Closing Date and have 3 year terms. The monthly minimum base rent is immaterial. (6) Corresponds to receivables from former owners of Interep and Skypass for payments made by the Company on their behalf. (7) 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 nine months ended September 30, 2023. (8) 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 September 30, 2023. (9) Corresponds to a payment made to Rocketrip put option holders by the Company on behalf Mondee Holdings LLC.

SEGMENT INFORMATION (Tables)

SEGMENT INFORMATION (Tables)	9 Months Ended
	Sep. 30, 2023
Segment Reporting [Abstract]
Schedule of amounts detailed in segment reconciliation	Such amounts are detailed in our segment reconciliation below. Three Months Ended September 30, 2023 Travel Marketplace SaaS Platform Corporate Total Revenue $ 54,101 $ 431 $ — $ 54,532 Adjusted EBITDA 5,805 (512) 208 5,501 Depreciation and amortization (4,031) (134) — (4,165) Stock-based compensation (2,974) — — (2,974) Payroll tax expense related to stock-based compensation (140) — — (140) Restructuring (expense) income, net (239) — — (239) Acquisition cost (545) — — (545) Non-recurring legal expense — — (785) (785) One time non-recurring expense 1 (22) — — (22) Change in fair value of earn-out liability 593 — — 593 Operating loss $ (2,776) Total other expense, net (16,942) Loss before income taxes (19,718) Provision for income taxes (381) Net loss $ (20,099) 1 Includes non-recurring transaction filing fees and associated professional services Three Months Ended September 30, 2022 Travel Marketplace SaaS Platform Total Revenue $ 40,094 $ 419 $ 40,513 Adjusted EBITDA 3,763 (195) 3,568 Depreciation and amortization (2,826) (137) (2,963) Restructuring (expense) income, net (2,130) — (2,130) Stock-based compensation (55,236) — (55,236) Operating loss $ (56,761) Total other expense, net (7,526) Loss before income taxes (64,287) Provision for income taxes (321) Net loss $ (64,608) Nine Months Ended Travel Marketplace SaaS Platform Corporate Total Revenue $ 160,302 $ 930 $ — $ 161,232 Adjusted EBITDA 14,351 (255) — 14,096 Depreciation and amortization (10,948) (406) — (11,354) Stock-based compensation (10,339) — — (10,339) Payroll tax expense related to stock-based compensation (226) — — (226) Restructuring (expense) income, net (1,600) — — (1,600) Acquisition cost (1,088) — — (1,088) Non-recurring legal expense — (2,024) (2,024) One time non-recurring expense 1 (632) — — (632) Change in fair value of earn-out liability (108) — — (108) Operating loss $ (13,275) Total other expense, net (31,259) Loss before income taxes (44,534) Provision for income taxes (3,088) Net loss $ (47,622) 1 Includes non-recurring transaction filing fees and associated professional services Nine Months Ended Travel Marketplace SaaS Platform Total Revenue $ 124,272 $ 964 $ 125,236 Adjusted EBITDA 11,500 (1,203) 10,297 Depreciation and amortization (8,138) (411) (8,549) Restructuring (expense) income, net (2,130) — (2,130) Stock-based compensation (55,397) — (55,397) Operating loss $ (55,779) Total other expense, net (17,322) Loss before income taxes (73,101) Provision for income taxes (611) Net loss $ (73,712)
Schedule of revenue by geographic area	Revenue by geographic area, based on the geographic location of the Company’s subsidiaries processing the bookings, which is not necessarily representative of the travel destination or customer location, is as follows: Three Months Ended September 30, Nine Months Ended 2023 2022 2023 2022 United States $ 27,729 $ 37,004 $ 98,306 $ 117,588 Brazil 22,015 — 50,879 — Rest of the world 4,788 3,509 12,047 7,648 $ 54,532 $ 40,513 $ 161,232 $ 125,236
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: September 30, December 31, 2023 2022 United States $ 1,267 $ 1,016 Rest of the world 1,573 642 $ 2,840 $ 1,658

NET LOSS PER SHARE (Tables)

NET LOSS PER SHARE (Tables)	9 Months Ended
	Sep. 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 nine months ended September 30, 2023 and 2022: Three Months Ended September 30, Nine Months Ended 2023 2022 2023 2022 Numerator: Net loss $ (20,099) $ (64,608) $ (47,622) $ (73,712) Cumulative dividends allocated to preferred stockholders (2,859) (47) (8,023) (47) Net loss attributable to common stockholders, basic and diluted $ (22,958) $ (64,655) $ (55,645) $ (73,759) Denominator: Weighted average shares outstanding, basic and diluted 77,925,635 72,462,512 77,162,363 64,730,224 Basic and diluted net loss per share $ (0.29) $ (0.89) $ (0.72) $ (1.14)
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: September 30, 2023 2022 Warrants (public warrants, private warrants, common stock warrants) 1,507,500 13,568,543 Outstanding earn-out shares (a) 7,780,000 7,600,000 Consolid earn-out shares 400,000 — Skypass earn-out shares 1,800,000 — Restricted stock units 2,699,560 105,000 ESPP shares 17,550 — Potential common share excluded from diluted net loss per share 14,204,610 21,273,543 ______________________________ (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, NET (Tab

RESTRUCTURING EXPENSE, NET (Tables)	9 Months Ended
	Sep. 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 nine months ended September 30, 2023: Balance as of December 31, 2022 Additions Adjustments Cash Payments Balance as of September 30, 2023 Severance and termination-related costs $ — $ 1,676 $ (14) $ (1,118) $ 544 Other exit costs — 277 (2) (250) 25 Total $ — $ 1,953 $ (16) $ (1,368) $ 569

EMPLOYEE BENEFIT PLAN (Tables)

EMPLOYEE BENEFIT PLAN (Tables)	9 Months Ended
	Sep. 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 September 30, Nine Months Ended 2023 2022 2023 2022 Current service cost $ 25 $ 20 $ 87 $ 65 Past service cost 10 — 10 — Interest cost 6 8 24 23 Net actuarial (gain)/loss recognized in the period (42) 33 (204) (4) Expenses recognized in the condensed consolidated statement of operations $ (1) $ 61 $ (83) $ 84
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 September 30, Nine Months Ended 2023 2022 2023 2022 Actuarial gain/(loss) for the period obligation $ 42 $ (33) $ 204 $ 4 Actuarial gain/(loss) for the period plan assets — — — — Actuarial gain for the period $ 42 $ (33) $ 204 $ 4

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		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Revenues, net	$ 54,532	$ 40,513	$ 161,232	$ 125,236
Marketing expenses		24,817		76,781
Sales and other expenses		3,833		11,686
Total operating expenses	$ 57,308	97,274	$ 174,507	181,015
As Previously Reported
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Revenues, net		39,466		119,769
Marketing expenses		24,298		73,317
Sales and other expenses		3,305		9,683
Total operating expenses		96,227		175,548
Adjustments
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Revenues, net		1,047		5,467
Marketing expenses		519		3,464
Sales and other expenses		528		2,003
Total operating expenses		$ 1,047		$ 5,467

IMMATERIAL CORRECTIONS OF PRE_4

IMMATERIAL CORRECTIONS OF PREVIOUSLY ISSUED QUARTERLY FINANCIAL INFORMATION - Adjustment to Earn-Out Consideration (Details) $ in Thousands	May 12, 2023 USD ($)
Interep
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Fair value of earn-out consideration	$ 1,700
Consolid
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Fair value of earn-out consideration	$ 1,820

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2023 USD ($)	Sep. 30, 2022 USD ($)	Sep. 30, 2023 USD ($) reportingUnit	Sep. 30, 2022 USD ($)	Dec. 31, 2022 USD ($)
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Increase (decrease) in provision for credit losses, net	$ (535)	$ (211)	$ 166	$ (297)
Accounts receivable, allowance	6,890		6,890		$ 4,861
Write-offs, net of recoveries			$ 1,205
Number of reporting units | reportingUnit			2
Accounts receivable factoring fee expense	$ 345		$ 1,420
Skypass
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Increase (decrease) in provision for credit losses, net			$ (1,914)
Credit Concentration Risk | Accounts Receivable Factoring Fees | Operating Expense
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Concentration risk	2%		5%
Credit Concentration Risk | Accounts Receivable | Customer 1 and 2
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Concentration risk					23%
Credit Concentration Risk | Accounts Receivable | Customer 1
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Concentration risk			34%
Credit Concentration Risk | Accounts Receivable | Customer 2
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Concentration risk			14%

FAIR VALUE MEASUREMENT - Financ

FAIR VALUE MEASUREMENT - Financial assets and liabilities that were measured at fair value, on a recurring basis (Details)			3 Months Ended
	Aug. 12, 2023 shares	May 12, 2023 USD ($) shares	Sep. 30, 2023 USD ($) shares	Jun. 30, 2023 USD ($)	Jan. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Sep. 30, 2022 USD ($)	Jun. 30, 2022 USD ($)	Dec. 31, 2021 USD ($)	Feb. 01, 2021 shares
Liabilities, Fair Value Disclosure [Abstract]
Warrants outstanding (in shares) | shares			1,507,500
Maximum foreign currency forwards maturity			4 months
Additional shares of EBITDA target (percentage)			0.025
Private Placement Warrants
Liabilities, Fair Value Disclosure [Abstract]
Warrants outstanding (in shares) | 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) | 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) | shares		411,000
Skypass
Liabilities, Fair Value Disclosure [Abstract]
Number of shares receivable as merger consideration (in shares) | shares	1,800,000
Additional shares of EBITDA target (percentage)	0.025
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			$ 104,000
Total assets			104,000
Total liabilities			7,299,000
Fair Value, Recurring | Private Warrants
Liabilities, Fair Value Disclosure [Abstract]
Warrant liability - private placement warrants			177,000			$ 1,293,000
Fair Value, Recurring | Orinter
Liabilities, Fair Value Disclosure [Abstract]
Earn-out consideration			3,990,000
Fair Value, Recurring | Consolid
Liabilities, Fair Value Disclosure [Abstract]
Earn-out consideration			1,120,000
Fair Value, Recurring | Interep
Liabilities, Fair Value Disclosure [Abstract]
Earn-out consideration			1,780,000
Fair Value, Recurring | Skypass
Liabilities, Fair Value Disclosure [Abstract]
Earn-out consideration			232,000
Fair Value, Recurring | Level 1
Liabilities, Fair Value Disclosure [Abstract]
Foreign currency exchange derivatives			0
Total assets			0
Total liabilities			0
Fair Value, Recurring | Level 1 | Private Warrants
Liabilities, Fair Value Disclosure [Abstract]
Warrant liability - private placement 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 1 | Skypass
Liabilities, Fair Value Disclosure [Abstract]
Earn-out consideration			0
Fair Value, Recurring | Level 2
Liabilities, Fair Value Disclosure [Abstract]
Foreign currency exchange derivatives			104,000
Total assets			104,000
Total liabilities			0
Fair Value, Recurring | Level 2 | Private Warrants
Liabilities, Fair Value Disclosure [Abstract]
Warrant liability - private placement 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 2 | Skypass
Liabilities, Fair Value Disclosure [Abstract]
Earn-out consideration			0
Fair Value, Recurring | Level 3
Liabilities, Fair Value Disclosure [Abstract]
Foreign currency exchange derivatives			0
Total assets			0
Total liabilities			7,299,000
Fair Value, Recurring | Level 3 | Earn Out Liability
Liabilities, Fair Value Disclosure [Abstract]
Earn-out obligation			7,122,000	$ 8,330,000		0	$ 21,000	$ 2,000	$ 597,000
Fair Value, Recurring | Level 3 | Private Warrants
Liabilities, Fair Value Disclosure [Abstract]
Warrant liability - private placement warrants			177,000			1,293,000
Earn-out obligation			177,000	$ 921,000		$ 1,293,000	$ 502,000	$ 0	$ 0
Fair Value, Recurring | Level 3 | Orinter
Liabilities, Fair Value Disclosure [Abstract]
Earn-out consideration			3,990,000
Fair Value, Recurring | Level 3 | Consolid
Liabilities, Fair Value Disclosure [Abstract]
Earn-out consideration			1,120,000
Fair Value, Recurring | Level 3 | Interep
Liabilities, Fair Value Disclosure [Abstract]
Earn-out consideration			1,780,000
Fair Value, Recurring | Level 3 | Skypass
Liabilities, Fair Value Disclosure [Abstract]
Earn-out consideration			$ 232,000

FAIR VALUE MEASUREMENT - Additi

FAIR VALUE MEASUREMENT - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Foreign currency transaction gain (loss)	$ 392		$ 270
Changes in fair value of warrant liability	(744)	$ (683)	(1,116)	$ (683)
Level 3 | Earn Out Liability | Fair Value, Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Remeasurement period adjustment for earn out liability	1,642	19	(108)	(576)
Private Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Changes in fair value of warrant liability	744	683	1,116	683
Private Warrants | Level 3 | Fair Value, Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Remeasurement period adjustment for earn out liability	(744)	$ (683)	(1,116)	$ (683)
Foreign Exchange Forward
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Notional amount of foreign currency forward contract	$ 8,241		$ 8,241

FAIR VALUE MEASUREMENT - Fair v

FAIR VALUE MEASUREMENT - Fair value adjustments for earn-out consideration measured using significant unobservable inputs (level 3) (Details) - Fair Value, Recurring - Level 3 - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Private Warrants
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward]
Balance, beginning of period	$ 921	$ 0	$ 1,293	$ 0
Remeasurement period adjustment for earn out liability	(744)	(683)	(1,116)	(683)
Balance, end of the period	177	502	177	502
Earn Out Liability
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward]
Balance, beginning of period	8,330	2	0	597
Remeasurement period adjustment for earn out liability	1,642	19	(108)	(576)
Balance, end of the period	7,122	21	7,122	21
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	0	0	3,060	0
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	0	0	1,700	0
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	0	0	1,820	0
Earn Out Liability | Skypass
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward]
Additions of earn-out consideration with the acquisition	$ 434	$ 0	$ 434	$ 0

FAIR VALUE MEASUREMENT - Fair_2

FAIR VALUE MEASUREMENT - Fair Value Measurement of Earn-Out Consideration (Details) - Level 3	Sep. 30, 2023
Orinter | Cost of equity
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Earn-out consideration, measurement input	0.290
Orinter | EBITDA volatility
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Earn-out consideration, measurement input	0.610
Orinter | Equity volatility
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Earn-out consideration, measurement input	0.780
Orinter | Required metric risk premium
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Earn-out consideration, measurement input	0.225
Orinter | Risk-neutral adjustment factor | Minimum
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Earn-out consideration, measurement input	0.70
Orinter | Risk-neutral adjustment factor | Maximum
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Earn-out consideration, measurement input	0.97
Interep | Cost of equity
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Earn-out consideration, measurement input	0.330
Interep | EBITDA volatility
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Earn-out consideration, measurement input	0.610
Interep | Equity volatility
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Earn-out consideration, measurement input	0.780
Interep | Required metric risk premium
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Earn-out consideration, measurement input	0.260
Interep | Risk-neutral adjustment factor | Minimum
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Earn-out consideration, measurement input	0.67
Interep | Risk-neutral adjustment factor | Maximum
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Earn-out consideration, measurement input	0.97
Consolid | Cost of equity
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Earn-out consideration, measurement input	0.290
Consolid | EBITDA volatility
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Earn-out consideration, measurement input	0.800
Consolid | Equity volatility
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Earn-out consideration, measurement input	0.980
Consolid | Required metric risk premium
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Earn-out consideration, measurement input	0.235
Consolid | Risk-neutral adjustment factor | Minimum
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Earn-out consideration, measurement input	0.85
Consolid | Risk-neutral adjustment factor | Maximum
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Earn-out consideration, measurement input	0.98
Skypass | Cost of equity
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Earn-out consideration, measurement input	0.260
Skypass | EBITDA volatility
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Earn-out consideration, measurement input	0.570
Skypass | Equity volatility
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Earn-out consideration, measurement input	0.750
Skypass | Required metric risk premium
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Earn-out consideration, measurement input	0.200
Skypass | Risk-neutral adjustment factor | Minimum
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Earn-out consideration, measurement input	0.65
Skypass | Risk-neutral adjustment factor | Maximum
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Earn-out consideration, measurement input	0.94

FAIR VALUE MEASUREMENT - Privat

FAIR VALUE MEASUREMENT - Private Placement Warrant Liability (Details) - Private Warrants - Level 3 - Fair Value, Recurring - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Jun. 30, 2023	Dec. 31, 2022	Jun. 30, 2022	Dec. 31, 2021
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Earn-out obligation	$ 177	$ 502	$ 177	$ 502	$ 921	$ 1,293	$ 0	$ 0
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Warrants Recognized	0	1,721	0	1,721
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Transfers, Net	0	(536)	0	(536)
Remeasurement period adjustment for earn out liability	$ (744)	$ (683)	$ (1,116)	$ (683)

FAIR VALUE MEASUREMENT - Measur

FAIR VALUE MEASUREMENT - Measurement Inputs (Details) - Private Placement Warrants	Sep. 30, 2023 $ / shares	Dec. 31, 2022 $ / shares
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Term (in years)	3 years 9 months 18 days	4 years 7 months 6 days
Stock price
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Stock price (in USD per share)	$ 3.57	$ 10.88
Expected volatility
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants, measurement input	0.630	0.600
Risk-free rate
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants, measurement input	0.048	0.041
Dividend yield
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants, measurement input	0	0

REVENUE - Additional informatio

REVENUE - Additional information (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2023 USD ($) segment
Disaggregation of Revenue [Line Items]
Number of reportable segments | segment	2
Revenue recognition is included in contract liability | $	$ 3,174
Percentage of deferred revenue to be realized in the first year, percentage	32%
Deferred revenue realization term	1 year
Percentage of deferred revenue to be realized second milestone, percentage	36%
Percentage of deferred revenue to be realized third milestone, percentage	32%
Minimum
Disaggregation of Revenue [Line Items]
Deferred revenue realization, second term	2 years
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

REVENUE - Disaggregation of rev

REVENUE - Disaggregation of revenue (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Disaggregation of Revenue [Line Items]
Revenues, net	$ 54,532	$ 40,513	$ 161,232	$ 125,236
Travel Marketplace
Disaggregation of Revenue [Line Items]
Revenues, net	54,101	40,094	160,302	124,272
SaaS Platform
Disaggregation of Revenue [Line Items]
Revenues, net	$ 431	$ 419	$ 930	$ 964

REVENUE - Contract balances (De

REVENUE - Contract balances (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2023 USD ($)
Contract with Customer, Asset, Allowance for Credit Loss [Roll Forward]
Accounts receivable, beginning balance	$ 21,733
Accounts receivable, increase/(decrease), net	86,545
Accounts receivable, ending balance	108,278
Contract asset, beginning balance	5,794
Contract Asset, Increase/(decrease), net	6,429
Contract asset, ending balance	12,223
Deferred revenue, beginning balance	20,484
Deferred Revenue, Increase/(decrease), net	(1,692)
Deferred revenue, ending balance	$ 18,792

BUSINESS COMBINATIONS AND DIV_3

BUSINESS COMBINATIONS AND DIVESTITURES - Acquisition date fair value of purchase consideration (Details) - USD ($) $ in Thousands	Aug. 12, 2023	May 12, 2023	Jan. 31, 2023
Orinter
Business Acquisition [Line Items]
Cash consideration			$ 21,556
Issuance of class A common stock at closing			16,037
Fair value of earn-out consideration			3,060
Total purchase price consideration			40,653
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 at closing		3,097
Fair value of earn-out consideration		1,700
Total purchase price consideration		$ 9,480
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		1,820
Total purchase price consideration		$ 5,226
Number of shares receivable as merger consideration (in shares)		400,000
Skypass
Business Acquisition [Line Items]
Cash consideration	$ 3,908
Issuance of class A common stock at closing	5,320
Deferred stock consideration	1,584
Fair value of earn-out consideration	434
Total purchase price consideration	$ 11,246
Number of shares receivable as merger consideration (in shares)	1,800,000

BUSINESS COMBINATIONS AND DIV_4

BUSINESS COMBINATIONS AND DIVESTITURES - Fair values of assets acquired and liabilities assumed as of the date of acquisition (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Aug. 12, 2023	May 12, 2023	Jan. 31, 2023	Dec. 31, 2022
Business Acquisition [Line Items]
Goodwill	$ 77,167				$ 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
Goodwill				6,146
Operating lease right-of-use-assets				172
Intangible assets				29,280
Fair value of assets acquired				78,436
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				$ 40,653
Interep
Business Acquisition [Line Items]
Cash			$ 2,925
Accounts receivable			21,697
Prepaid expenses and other current assets			683
Property and equipment			61
Goodwill			808
Operating lease right-of-use-assets			63
Intangible assets			7,120
Other non-current assets			9
Deferred income tax assets			265
Fair value of assets acquired			33,631
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			9,480
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 right-of-use-assets			143
Intangible assets			1,195
Other non-current assets			41
Deferred income tax assets			704
Fair value of assets acquired			12,382
Accounts payable			5,441
Accrued expenses and other current liabilities			1,261
Operating lease liabilities			143
Other long-term liabilities			311
Fair value of liabilities assumed			7,156
Total purchase consideration			5,226
Consolid | Customer relationships
Business Acquisition [Line Items]
Goodwill			$ 1,354
Skypass
Business Acquisition [Line Items]
Cash		$ 1,746
Accounts receivable		3,491
Prepaid expenses and other current assets		25
Operating lease right-of-use-assets		1,006
Intangible assets		4,135
Fair value of assets acquired		14,457
Accounts payable		668
Accrued expenses and other current liabilities		684
Operating lease liabilities		714
Deferred income tax		1,145
Fair value of liabilities assumed		3,211
Total purchase consideration		11,246
Skypass | Customer relationships
Business Acquisition [Line Items]
Goodwill		$ 4,054

BUSINESS COMBINATIONS AND DIV_5

BUSINESS COMBINATIONS AND DIVESTITURES - Fair value of identifiable intangible assets and their estimated useful lives (Details) $ in Thousands	Jan. 31, 2023 USD ($)
Business Acquisition [Line Items]
Fair value	$ 29,280
Customer relationships
Business Acquisition [Line Items]
Useful life (years)	11 years
Fair value	$ 21,600
Trade names
Business Acquisition [Line Items]
Useful life (years)	15 years
Fair value	$ 7,680

BUSINESS COMBINATIONS AND DIV_6

BUSINESS COMBINATIONS AND DIVESTITURES- Additional information (Details)				1 Months Ended	3 Months Ended		5 Months Ended	9 Months Ended
	Aug. 12, 2023 USD ($) shares	May 12, 2023 USD ($) installment shares	Jan. 31, 2023 USD ($)	Jul. 31, 2023 USD ($) shares	Sep. 30, 2023 USD ($)	Sep. 30, 2022 USD ($)	Sep. 30, 2023 USD ($)	Sep. 30, 2023 USD ($)	Sep. 30, 2022 USD ($)	Dec. 31, 2022 USD ($)
Business Acquisition [Line Items]
Clawback amount		$ 556,000
Fair value			$ 29,280,000
Goodwill					$ 77,167,000		$ 77,167,000	$ 77,167,000		$ 66,420,000
Additional shares of EBITDA target (percentage)					0.025		0.025	0.025
Common stock repurchased					$ 766,000			$ 766,000
Non-cash gain on disposal of LBF US								697,000	$ 0
Transaction service costs					(9,189,000)	$ (1,080,000)		(7,883,000)	(316,000)
Cash paid for LBF US transition services								7,386,000	$ 0
LBF Travel Inc
Business Acquisition [Line Items]
Common stock repurchased					$ 1,782,000			1,782,000
Disposal Group, Disposed of by Sale, Not Discontinued Operations | LBF Travel Inc
Business Acquisition [Line Items]
Support obligation				$ 500,000
Consideration for divesture				$ 1,200,000
Non-cash gain on disposal of LBF US								532,000
Transaction service costs								(9,859,000)
Derecognition of Cash								165,000
Unpaid transaction services								$ 2,473,000
Disposal Group, Disposed of by Sale, Not Discontinued Operations | LBF Travel Inc | Common Class A
Business Acquisition [Line Items]
Common stock repurchased (in shares) | shares				200,000
Common stock repurchased				$ 1,700,000
Customer relationships
Business Acquisition [Line Items]
Fair value			$ 21,600,000
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			$ 40,936,000
Pretax net income of acquiree			7,852,000
Cash consideration			21,556,000
Goodwill			$ 6,146,000
Interep
Business Acquisition [Line Items]
Revenue of acquiree							$ 9,943,000
Pretax net income of acquiree							$ 2,809,000
Cash consideration		4,000,000
Deferred payment		$ 720,000
Number of payment installments | installment		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		808,000
Interep | Customer relationships
Business Acquisition [Line Items]
Fair value		$ 4,910,000
Useful life (years)		7 years 6 months
Interep | Trade names
Business Acquisition [Line Items]
Fair value		$ 2,210,000
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		$ 674,000
Useful life (years)		8 years 6 months
Goodwill		$ 1,354,000
Consolid | Trade names
Business Acquisition [Line Items]
Fair value		$ 521,000
Useful life (years)		15 years
Skypass
Business Acquisition [Line Items]
Cash consideration	$ 3,908,000
Number of shares receivable as merger consideration (in shares) | shares	1,800,000
Total consideration including adjustment for working capital	$ 3,000
Issuance of stock, days	60 days
Contingent period (in years)	4 years
Additional shares of EBITDA target (percentage)	0.025
Skypass | Closing Date
Business Acquisition [Line Items]
Number of shares receivable as merger consideration (in shares) | shares	900,000
Skypass | First, Second, and Third Anniversaries
Business Acquisition [Line Items]
Number of shares receivable as merger consideration (in shares) | shares	100,000
Skypass | Customer relationships
Business Acquisition [Line Items]
Fair value	$ 3,370,000
Useful life (years)	8 years 4 months 24 days
Goodwill	$ 4,054,000
Skypass | Trade names
Business Acquisition [Line Items]
Fair value	$ 765,000
Useful life (years)	15 years

BUSINESS COMBINATIONS AND DIV_7

BUSINESS COMBINATIONS AND DIVESTITURES - Pro Forma Revenue (Details) - Interep - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Business Acquisition [Line Items]
Revenues, net	$ 53,840	$ 51,075	$ 172,624	$ 145,992
Net loss	$ (19,699)	$ (58,610)	$ (38,382)	$ (64,295)

BUSINESS COMBINATIONS AND DIV_8

BUSINESS COMBINATIONS AND DIVESTITURES - 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	1,700
Total purchase consideration	$ 9,480

GOODWILL AND INTANGIBLE ASSET_3

GOODWILL AND INTANGIBLE ASSETS, NET - Schedule of Goodwill By Segment (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2023 USD ($)
Goodwill [Roll Forward]
Balance as of December 31, 2022	$ 66,420
Additions, including measurement period adjustments (Note 6 – Business Combinations and Divestitures)	12,362
Divestiture of LBF US (Note 6 – Business Combinations and Divestitures)	(1,679)
Foreign currency translation impact	64
Balance as of September 30, 2023	77,167
Travel Marketplace
Goodwill [Roll Forward]
Balance as of December 31, 2022	58,999
Additions, including measurement period adjustments (Note 6 – Business Combinations and Divestitures)	12,362
Divestiture of LBF US (Note 6 – Business Combinations and Divestitures)	(1,679)
Foreign currency translation impact	64
Balance as of September 30, 2023	69,746
SaaS Platform
Goodwill [Roll Forward]
Balance as of December 31, 2022	7,421
Additions, including measurement period adjustments (Note 6 – Business Combinations and Divestitures)	0
Divestiture of LBF US (Note 6 – Business Combinations and Divestitures)	0
Foreign currency translation impact	0
Balance as of September 30, 2023	$ 7,421

GOODWILL AND INTANGIBLE ASSET_4

GOODWILL AND INTANGIBLE ASSETS, NET (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Acquired Indefinite-Lived Intangible Assets [Line Items]
Amortization expense for intangible assets	$ 2,458	$ 1,584	$ 6,747	$ 4,753
Trade names
Acquired Indefinite-Lived Intangible Assets [Line Items]
Intangible assets with indefinite lives	$ 10,653		$ 10,653		$ 12,028

GOODWILL AND INTANGIBLE ASSET_5

GOODWILL AND INTANGIBLE ASSETS, NET- Definite Life Intangible Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Acquired Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 125,271	$ 83,345
Accumulated Amortization	(44,769)	(38,003)
Net Carrying Amount	80,502	45,342
Customer relationships
Acquired Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	91,481	60,778
Accumulated Amortization	(34,383)	(29,288)
Net Carrying Amount	57,098	31,490
Trade names
Acquired Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	20,803	9,580
Accumulated Amortization	(6,076)	(5,295)
Net Carrying Amount	14,727	4,285
Supplier relationships
Acquired Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	5,767	5,767
Accumulated Amortization	(1,443)	(1,153)
Net Carrying Amount	4,324	4,614
Developed technology
Acquired Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	7,220	7,220
Accumulated Amortization	(2,867)	(2,267)
Net Carrying Amount	$ 4,353	$ 4,953

GOODWILL AND INTANGIBLE ASSET_6

GOODWILL AND INTANGIBLE ASSETS, NET - Schedule of Finite Lived Intangible Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
2023 (remaining three months)	$ 2,508
2024	10,034
2025	9,860
2026	9,510
2027	9,510
Thereafter	39,080
Net Carrying Amount	$ 80,502	$ 45,342

DEBT - Outstanding borrowing ar

DEBT - Outstanding borrowing arrangements, excluding PPP and other governmental loans (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Debt Instrument [Line Items]
Total outstanding principal balance	$ 168,054	$ 152,782
Total	155,455	134,396
Less: Current portion of long-term debt	(10,313)	(7,514)
Long-term debt, excluding current portion	145,142	126,882
Wingspire Term Loan
Debt Instrument [Line Items]
Total outstanding principal balance	14,632	0
Less: unamortized debt issuance costs and discounts	(283)	0
TCW Term Loan payment in-kind interest
Debt Instrument [Line Items]
Total outstanding principal balance	50,543	46,518
Wingspire Term Loan payment in-kind interest
Debt Instrument [Line Items]
Total outstanding principal balance	379	0
Others
Debt Instrument [Line Items]
Total outstanding principal balance	0	14
TCW Term Loan
Debt Instrument [Line Items]
Total outstanding principal balance	102,500	106,250
Less: unamortized debt issuance costs and discounts	$ (12,316)	$ (18,386)

DEBT - TCW Credit Agreement (De

DEBT - TCW Credit Agreement (Details) $ in Thousands			9 Months Ended
	Jan. 11, 2023 USD ($) loan	Dec. 23, 2019 USD ($)	Sep. 30, 2023 USD ($)	Sep. 30, 2022 USD ($)	Jan. 31, 2023	Dec. 31, 2022 USD ($)
Debt Instrument [Line Items]
Proceeds from long term debt			$ 15,000	$ 0
Total debt			155,455			$ 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%
TCW Term Loan | Level 3
Debt Instrument [Line Items]
Estimated fair value of TCW credit agreement			147,426	$ 143,651
TCW Term Loan | Secured Debt | Line of Credit
Debt Instrument [Line Items]
Minimum aggregate principal amount		$ 150,000
TCW Term Loan | Revolving Credit Facility | Line of Credit
Debt Instrument [Line Items]
Minimum aggregate principal amount		$ 15,000
Commitment fee (in percent)		1%
TCW Term Loan | 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			$ 14,460
Wingspire Term Loan
Debt Instrument [Line Items]
Effective interest rate			17%
Wingspire Term Loan | Wingspire Capital LLC
Debt Instrument [Line Items]
Total debt	30,000
Wingspire Term Loan | 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
TCW Term Loan | Wingspire Capital LLC
Debt Instrument [Line Items]
Total debt	$ 137,753
Orinter
Debt Instrument [Line Items]
Effective interest rate			24%	22%

EQUITY (Details)

EQUITY (Details) - USD ($) $ / shares in Units, $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022	Oct. 17, 2023	Sep. 21, 2023
Class of Stock [Line Items]
Common shares, shares authorized (in shares)	500,000,000	500,000,000
Common shares, shares issued (in shares)	85,498,657	82,266,160
Common shares, shares outstanding (in shares)	85,498,657	82,266,160
Authorized amount				$ 30,000
Treasury stock (in shares)	2,448,928	0
Treasury stock, amount	$ 22,884	$ 0
Subsequent Event
Class of Stock [Line Items]
Authorized amount			$ 40,000
Increase in authorized amount			$ 10,000
Restricted Stock Units (RSUs)
Class of Stock [Line Items]
Shares vested and unsettled (in shares)	118,769
Restricted stock units vested (in shares)	383,818
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
Common shares, shares issued (in shares)	85,498,657
Common shares, shares outstanding (in shares)	85,498,657
Treasury stock (in shares)	215,350
Treasury stock, amount	$ 766
Shares repurchased (in USD per share)	$ 3.54
Remaining authorized repurchase amount	$ 29,234

EQUITY - Schedule of Warrants (

EQUITY - Schedule of Warrants (Details) - $ / shares	Sep. 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	7 Months Ended	9 Months Ended		14 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	Sep. 30, 2023 USD ($)	Sep. 30, 2022 USD ($)	Dec. 31, 2022 shares	Apr. 20, 2023 shares	Sep. 30, 2023 USD ($)	Sep. 30, 2022 USD ($)	Sep. 30, 2023 shares	Aug. 18, 2022 tradingDay
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Allocated share based compensation						$ 2,974,000	$ 55,236,000			$ 10,339,000	$ 55,397,000
Shares entitled to earn-out shareholders for Business Combination (in shares) | shares				9,000,000				1,100,000				9,000,000
Personnel expense for RSUs						10,696,000	59,807,000			30,521,000	71,131,000
Personnel expenses
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Allocated share based compensation						2,638,000	55,064,000			9,261,000	55,219,000
Secondary Sale
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Allocated share based compensation						1,848,000				1,848,000
Sale of private placement units (in shares) | shares					5,250,000
Stock price (in dollars per share) | $ / shares					$ 10
Consideration received					$ 52,500,000
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]
Allocated share based compensation						59,000	139,000			227,000	139,000
Shares entitled to earn-out shareholders for Business Combination (in shares) | shares		200,000
Employee
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Allocated share based compensation						2,170,000	3,386,000			3,596,000	3,386,000
Shares entitled to earn-out shareholders for Business Combination (in shares) | shares	180,000		900,000	6,000,000
Personnel expense for RSUs							674,000				674,000
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
Chief Executive Officer
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares entitled to earn-out shareholders for Business Combination (in shares) | shares				6,000,000
Personnel expense for RSUs							50,060,000				50,060,000
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
Class D Management Incentive Units | Personnel expenses
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Allocated share based compensation						450,000	50,734,000			3,787,000	50,734,000
Class D Management Incentive Units | General and Administrative Expense
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Allocated share based compensation						$ 278,000	$ 33,000			$ 851,000	$ 33,000
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 percent of eligible compensation				8%
Maximum contribution amount				$ 25,000
Exercise price of stock as a percent of fair market value				85%

STOCK-BASED COMPENSATION - Ince

STOCK-BASED COMPENSATION - Incentive Units and RSU Activity (Details) - Restricted Stock Units (RSUs)	9 Months Ended
	Sep. 30, 2023 $ / shares shares
Number of Restricted Stock Incentive Units Outstanding
Unvested at the beginning of the period (in shares) | shares	105,000
Granted (in shares) | shares	2,978,378
Vested (in shares) | shares	(383,818)
Forfeited or canceled (in shares) | shares	0
Unvested at the end of the period (in shares) | shares	2,699,560
Weighted-Average Grant Date Fair Value
Unvested at the beginning of the period (dollars per share) | $ / shares	$ 9.40
Granted (dollars per share) | $ / shares	7.70
Vested (dollars per share) | $ / shares	8.90
Forfeited or canceled (dollars per share) | $ / shares	0
Unvested at the end of the period (dollars per share) | $ / shares	$ 7.30

STOCK-BASED COMPENSATION - Sche

STOCK-BASED COMPENSATION - Schedule of Allocation of Earnout Shares (Details) - shares					5 Months Ended	14 Months Ended
	Apr. 20, 2023	Sep. 12, 2022	Sep. 07, 2022	Jul. 18, 2022	Dec. 31, 2022	Sep. 30, 2023
Schedule Of Reverse Recapitalization [Line Items]
Shares entitled to earn-out shareholders for Business Combination (in shares)				9,000,000	1,100,000	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

COMMITMENTS AND CONTINGENCIES -

COMMITMENTS AND CONTINGENCIES - Additional information (Details) $ in Thousands	Sep. 30, 2023 USD ($) claim	Dec. 31, 2022 USD ($)	Oct. 13, 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	$ 7,650	$ 7,432

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details) - USD ($) $ in Thousands				1 Months Ended	3 Months Ended		9 Months Ended
	May 12, 2023	Mar. 10, 2023	May 11, 2021	Jul. 31, 2023	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Related Party Transaction [Line Items]
Interest income					$ 243	$ 28	$ 880	$ 289
Payment made on behalf of Mondee Holdings LLC (9)					0	5,241	$ 0	5,241
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 (1)					42		$ 42		$ 13
Amount receivable from related party (2)					43		43		38
Loan receivable from related party (3)					92		92		0
Note payable to related party					200		200		197
Rent payable to related parties and an affiliate associated with these related parties and an employee(5)					222		222		0
Loan receivable from related party (3)					92	0	92	0
Related Party | Employee
Related Party Transaction [Line Items]
Amount receivable from related party (2)					156		156		0
Metaminds Technologies | Offshore IT and software development services, sales support and other services (7)
Related Party Transaction [Line Items]
Offshore IT and software development services, sales support and other services (7)					0	0	0	660
Mondee Group Loan
Related Party Transaction [Line Items]
Interest income					0	26	0	282
Mondee Group LLC
Related Party Transaction [Line Items]
Service fees (2)					$ (1)	441	$ (1)	2,382
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 (5)					$ 112	$ 58	$ 222	$ 116
Lease term					11 months		11 months
Mondee Group LLC
Related Party Transaction [Line Items]
Equtiy interests issued		$ (20,336)
Chief Executive Officer
Related Party Transaction [Line Items]
Note payable to related party					$ 200		$ 200		$ 197
Interest rate							2%
Director | Interep
Related Party Transaction [Line Items]
Other consideration - travel credit							$ 42
Chief Financial Officer | July 2023 Promissory Note
Related Party Transaction [Line Items]
Loan receivable from related party (3)				$ 100
Interest rate				3.30%

RELATED PARTY TRANSACTIONS - Ad

RELATED PARTY TRANSACTIONS - Additional information (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Related Party Transaction [Line Items]
Prepaid expenses and other current assets	$ 8,326	$ 4,673
Other non-current assets	2,039	1,674
Related Party
Related Party Transaction [Line Items]
Prepaid expenses and other current assets	98	81
Other non-current assets	$ 322	$ 200
Orinter | Escrow Shares
Related Party Transaction [Line Items]
Number of shares receivable as merger consideration (in shares)	903,202
Orinter | Escrow Shares | 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 ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Segment Reporting, Revenue Reconciling Item [Line Items]
Revenue	$ 54,532	$ 40,513	$ 161,232	$ 125,236
Adjusted EBITDA	5,501	3,568	14,096	10,297
Depreciation and amortization	(4,165)	(2,963)	(11,354)	(8,549)
Stock-based compensation	(2,974)	(55,236)	(10,339)	(55,397)
Payroll tax expense related to stock-based compensation	(140)		(226)
Restructuring (expense) income, net	(239)	(2,130)	(1,600)	(2,130)
Acquisition cost	(545)		(1,088)
Non-recurring legal expense	(785)		(2,024)
One time non-recurring expense	(22)		(632)
Change in fair value of earn-out liability	593		(108)
Operating loss	(2,776)	(56,761)	(13,275)	(55,779)
Total other expense, net	(16,942)	(7,526)	(31,259)	(17,322)
Loss before income taxes	(19,718)	(64,287)	(44,534)	(73,101)
Provision for income taxes	(381)	(321)	(3,088)	(611)
Net loss	(20,099)	(64,608)	(47,622)	(73,712)
Travel Marketplace
Segment Reporting, Revenue Reconciling Item [Line Items]
Revenue	54,101	40,094	160,302	124,272
SaaS Platform
Segment Reporting, Revenue Reconciling Item [Line Items]
Revenue	431	419	930	964
Operating Segments | Travel Marketplace
Segment Reporting, Revenue Reconciling Item [Line Items]
Revenue	54,101	40,094	160,302	124,272
Adjusted EBITDA	5,805	3,763	14,351	11,500
Depreciation and amortization	(4,031)	(2,826)	(10,948)	(8,138)
Stock-based compensation	(2,974)	(55,236)	(10,339)	(55,397)
Payroll tax expense related to stock-based compensation	(140)		(226)
Restructuring (expense) income, net	(239)	(2,130)	(1,600)	(2,130)
Acquisition cost	(545)		(1,088)
Non-recurring legal expense	0		0
One time non-recurring expense	(22)		(632)
Change in fair value of earn-out liability	593		(108)
Operating Segments | SaaS Platform
Segment Reporting, Revenue Reconciling Item [Line Items]
Revenue	431	419	930	964
Adjusted EBITDA	(512)	(195)	(255)	(1,203)
Depreciation and amortization	(134)	(137)	(406)	(411)
Stock-based compensation	0	0	0	0
Payroll tax expense related to stock-based compensation	0		0
Restructuring (expense) income, net	0	0	0	$ 0
Acquisition cost	0		0
Non-recurring legal expense	0
One time non-recurring expense	0		0
Change in fair value of earn-out liability	0		0
Corporate
Segment Reporting, Revenue Reconciling Item [Line Items]
Revenue	0		0
Adjusted EBITDA	208		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	$ (2,130)	0
Acquisition cost	0		0
Non-recurring legal expense	(785)		(2,024)
One time non-recurring expense	0		0
Change in fair value of earn-out liability	$ 0		$ 0

SEGMENT INFORMATION - Long-live

SEGMENT INFORMATION - Long-lived assets and operating lease assets by geographic areas (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues, net	$ 54,532	$ 40,513	$ 161,232	$ 125,236
Long-lived assets	2,840		2,840		$ 1,658
United States
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues, net	27,729	37,004	98,306	117,588
Long-lived assets	1,267		1,267		1,016
Brazil
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues, net	22,015	0	50,879	0
Rest of the world, excluding Brazil
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues, net	4,788	$ 3,509	12,047	$ 7,648
Rest of the world
Revenues from External Customers and Long-Lived Assets [Line Items]
Long-lived assets	$ 1,573		$ 1,573		$ 642

NET LOSS PER SHARE - Schedule o

NET LOSS PER SHARE - Schedule of Computation of Basic and Diluted Net Loss per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Numerator:
Net loss	$ (20,099)	$ (64,608)	$ (47,622)	$ (73,712)
Cumulative dividends allocated to preferred stockholders	(2,859)	(47)	(8,023)	(47)
Net loss attributable to common stockholders, diluted	(22,958)	(64,655)	(55,645)	(73,759)
Net loss attributable to common stockholders, basic	$ (22,958)	$ (64,655)	$ (55,645)	$ (73,759)
Denominator:
Weighted average shares outstanding, basic (in shares)	77,925,635	72,462,512	77,162,363	64,730,224
Weighted average shares outstanding, diluted (in shares)	77,925,635	72,462,512	77,162,363	64,730,224
Basic net loss per share (in dollars per share)	$ (0.29)	$ (0.89)	$ (0.72)	$ (1.14)
Diluted net loss per share (in dollars per share)	$ (0.29)	$ (0.89)	$ (0.72)	$ (1.14)

NET LOSS PER SHARE - Schedule_2

NET LOSS PER SHARE - Schedule of Antidilutive Securities Excluded from Computation of Earnings per Share (Details) - shares	9 Months Ended
	Sep. 30, 2023	Sep. 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)	14,204,610	21,273,543
Warrants (public 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	13,568,543
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	7,600,000
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	0
Skypass 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)	1,800,000	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)	2,699,560	105,000
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)	17,550	0
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, NET - Na

RESTRUCTURING EXPENSE, NET - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Restructuring Cost and Reserve [Line Items]
Gain on termination of lease			$ 337	$ 0
Cash Payments		$ 1,216		1,216
Restructuring expense, net	$ 239	$ 2,130	1,600	$ 2,130
Severance and termination-related costs
Restructuring Cost and Reserve [Line Items]
Additions	239		1,600
Cash Payments	$ 232		$ 1,368

RESTRUCTURING EXPENSE, NET - Sc

RESTRUCTURING EXPENSE, NET - Schedule of Restructuring (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Restructuring Reserve [Roll Forward]
Cash Payments		$ 1,216		$ 1,216
Severance and termination-related costs
Restructuring Reserve [Roll Forward]
Cash Payments	$ 232		$ 1,368
Travel Marketplace
Restructuring Reserve [Roll Forward]
Beginning balance			0
Additions			1,953
Adjustments			(16)
Cash Payments			(1,368)
Ending balance	569		569
Travel Marketplace | Severance and termination-related costs
Restructuring Reserve [Roll Forward]
Beginning balance			0
Additions			1,676
Adjustments			(14)
Cash Payments			(1,118)
Ending balance	544		544
Travel Marketplace | Other exit costs
Restructuring Reserve [Roll Forward]
Beginning balance			0
Additions			277
Adjustments			(2)
Cash Payments			(250)
Ending balance	$ 25		$ 25

INCOME TAXES (Details)

INCOME TAXES (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Income Tax Contingency [Line Items]
Effective tax rate, percent	(2.00%)	(1.00%)	(7.00%)	(1.00%)
Orinter
Income Tax Contingency [Line Items]
Liability for tax contingency	$ 1,476		$ 1,476

EMPLOYEE BENEFIT PLAN - Summary

EMPLOYEE BENEFIT PLAN - Summary of Components of net periodic benefit costs (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Defined Benefit Plan [Abstract]
Current service cost	$ 25	$ 20	$ 87	$ 65
Past service cost	10	0	10	0
Interest cost	6	8	24	23
Net actuarial (gain)/loss recognized in the period	(42)	33	(204)	(4)
Expenses recognized in the condensed consolidated statement of operations	$ (1)	$ 61	$ (83)	$ 84

EMPLOYEE BENEFIT PLAN - Summa_2

EMPLOYEE BENEFIT PLAN - Summary of components of actuarial gain on retirement benefits (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Defined Benefit Plan [Abstract]
Actuarial gain/(loss) for the period obligation	$ 42	$ (33)	$ 204	$ 4
Actuarial gain/(loss) for the period plan assets	0	0	0	0
Actuarial gain for the period	$ 42	$ (33)	$ 204	$ 4

SUBSEQUENT EVENTS (Details)

SUBSEQUENT EVENTS (Details) - Subsequent Event - USD ($) $ in Millions	Nov. 13, 2023	Oct. 17, 2023	Oct. 13, 2023
Subsequent Event [Line Items]
Percentage of equity interest pledged			100%
Purplegrids
Subsequent Event [Line Items]
Number of shares receivable as merger consideration (in shares)	1,900,000
Purplegrids | Closing Date
Subsequent Event [Line Items]
Number of shares receivable as merger consideration (in shares)	700,000
Purplegrids | Six Months
Subsequent Event [Line Items]
Number of shares receivable as merger consideration (in shares)	200,000
Issuance of stock, days	6 months
Purplegrids | One Year
Subsequent Event [Line Items]
Number of shares receivable as merger consideration (in shares)	1,000,000
Issuance of stock, days	1 year
Purplegrids | Two Year
Subsequent Event [Line Items]
Number of shares receivable as merger consideration (in shares)	1,000,000
Issuance of stock, days	2 years
Purplegrids | Maximum
Subsequent Event [Line Items]
Number of shares receivable as merger consideration (in shares)	1,542,857
Common Stock Warrants
Subsequent Event [Line Items]
Preferred stock, shares issued (in shares)		10,000
Preferred stock, issued		$ 10
Preferred stock, shares authorized (in shares)		1,275,000