Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Mar. 18, 2024 | Jun. 30, 2023 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2023 | ||
Entity File Number | 001-40916 | ||
Entity Registrant Name | MultiSensor AI Holdings, Inc. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 86-3938682 | ||
Entity Address, Address Line One | 2105 West Cardinal Drive | ||
Entity Address, City or Town | Beaumont | ||
Entity Address State Or Province | TX | ||
Entity Address, Postal Zip Code | 77705 | ||
City Area Code | 866 | ||
Local Phone Number | 861-0788 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
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 | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Common Stock, Shares Outstanding | 11,956,823 | ||
Entity Public Float | $ 17.4 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2023 | ||
Entity Central Index Key | 0001863990 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Ex Transition Period | true | ||
Auditor Name | Deloitte & Touche LLP | ||
Auditor Location | Houston, TX | ||
Auditor Firm ID | 34 | ||
Document Financial Statement Error Correction [Flag] | false | ||
Common Stock [Member] | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Common stock, $0.0001 par value per share | ||
Trading Symbol | MSAI | ||
Security Exchange Name | NASDAQ | ||
Warrants to purchase common stock [Member] | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Warrants to purchase common stock | ||
Trading Symbol | MSAIW | ||
Security Exchange Name | NASDAQ |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash and cash equivalents | $ 1,155 | $ 654 |
Trade accounts receivable, net of allowances of $180 and $290, respectively | 2,440 | 1,508 |
Inventories, current | 6,930 | 9,634 |
Income taxes receivable | 57 | 58 |
Other current assets | 1,931 | 3,075 |
Total current assets | 12,513 | 14,929 |
Property, plant and equipment, net | 3,084 | 2,426 |
Right-of-use assets, net | 129 | 103 |
Inventories. noncurrent | 643 | |
Other noncurrent assets | 3 | 3 |
Total assets | 16,372 | 17,461 |
Current liabilities | ||
Trade accounts payable | 2,630 | 1,360 |
Income taxes payable | 991 | 511 |
Accrued expense | 3,543 | 2,564 |
Contract liabilities | 1,944 | 287 |
Line of credit | 622 | |
Convertible notes, current | 950 | |
Right-of-use liabilities, current | 138 | 103 |
Other current liabilities | 114 | 224 |
Total current liabilities | 10,757 | 6,999 |
Shareholder promissory note | 18,571 | |
Contract liabilities, noncurrent | 121 | 10 |
Convertible notes, noncurrent | 5,695 | |
Warrants | 49 | |
Deferred tax liabilities, net | 18 | 90 |
Total liabilities | 16,640 | 25,670 |
Commitments and contingencies (Note 15) | ||
Shareholders' equity (deficit) | ||
Common stock, $0.0001 par value; 300,000,000 and 7,708,163 shares authorized as of December 31, 2023 and 2022, respectively, and 11,956,823 and 5,292,384 shares issued and outstanding as of December 31, 2023 and 2022, respectively | 1 | |
Additional paid-in capital | 32,862 | 2,654 |
Accumulated deficit | (33,131) | (10,863) |
Total shareholders' deficit | (268) | (8,209) |
Total liabilities and shareholders' deficit | 16,372 | 17,461 |
Related Party | ||
Current liabilities | ||
Related party promissory note | 575 | $ 1,000 |
Legacy SMAP | ||
Current liabilities | ||
Related party promissory note | $ 200 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Consolidated Balance Sheets | ||
Allowance for trade accounts receivable | $ 180 | $ 290 |
Common stock, Par value per share | $ 0.0001 | $ 0.0001 |
Common stock, Shares authorized | 300,000,000 | 7,708,163 |
Common stock, Shares issued | 11,956,823 | 5,292,384 |
Common stock, Shares outstanding | 11,956,823 | 5,292,384 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Consolidated Statements of Operations | ||
Revenue, net | $ 5,430 | $ 7,268 |
Cost of goods sold (exclusive of depreciation) | 3,986 | 4,964 |
Operating expenses: | ||
Selling, general and administrative | 22,105 | 13,606 |
Depreciation | 872 | 561 |
Casualty losses, net of recoveries | 155 | |
Total operating expenses | 22,977 | 14,322 |
Operating loss | (21,533) | (12,018) |
Change in fair value of convertible notes | (970) | |
Tariff refund | (2,401) | |
Change in fair value of warrants liabilities | (195) | |
Loss on financing transaction | 4,043 | |
Other (income) expenses, net | (44) | (48) |
Loss before income taxes | (22,060) | (12,085) |
Income tax expense | 208 | 1,205 |
Net loss | $ (22,268) | $ (13,290) |
Weighted-average shares outstanding, basic and diluted | ||
Basic | 6,257,476 | 5,292,384 |
Diluted | 6,257,476 | 5,292,384 |
Net loss per share, basic and diluted | ||
Basic | $ (3.56) | $ (2.51) |
Diluted | $ (3.56) | $ (2.51) |
Nonrelated Party | ||
Operating expenses: | ||
Interest expense | $ 64 | $ 32 |
Related party | ||
Operating expenses: | ||
Interest expense | $ 30 | $ 83 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Shareholders' Equity - USD ($) $ in Thousands | Common Stock Common Class A Previously reported | Common Stock Common Class A Elimination of historical equity | Common Stock Common Class A Retroactive application of recapitalization | Common Stock Common Class A | Additional Paid - In Capital Previously reported | Additional Paid - In Capital | Retained Earnings (Deficit) Previously reported | Retained Earnings (Deficit) | Previously reported | Total |
Beginning Balance at Dec. 31, 2021 | $ 2,010 | $ 2,010 | $ 2,427 | $ 2,427 | $ 4,437 | $ 4,437 | ||||
Beginning Balance (in shares) at Dec. 31, 2021 | 514,946 | (514,946) | 5,292,384 | 5,292,384 | ||||||
Net Income (Loss) | (13,290) | (13,290) | ||||||||
Share-based compensation | 644 | 644 | ||||||||
Ending Balance at Dec. 31, 2022 | 2,654 | (10,863) | (8,209) | |||||||
Ending Balance (in shares) at Dec. 31, 2022 | 5,292,384 | |||||||||
Net Income (Loss) | (22,268) | (22,268) | ||||||||
Conversion of shareholder promissory note | 18,501 | 18,501 | ||||||||
Conversion of shareholder promissory note (in shares) | 1,459,700 | |||||||||
Conversion of convertible notes | 2,054 | 2,054 | ||||||||
Conversion of convertible notes (in shares) | 550,486 | |||||||||
Financing transaction shares | 4,641 | 4,641 | ||||||||
Financing transaction shares (in shares) | 680,500 | |||||||||
Issuance of common stock (in shares) | 282,074 | |||||||||
Merger recapitalization (Note 3) | $ 1 | (1,454) | (1,453) | |||||||
Merger recapitalization (Note 3) (in shares) | 3,691,679 | |||||||||
Deferred transaction costs | (7,595) | (7,595) | ||||||||
Share-based compensation | 14,061 | 14,061 | ||||||||
Ending Balance at Dec. 31, 2023 | $ 1 | $ 32,862 | $ (33,131) | $ (268) | ||||||
Ending Balance (in shares) at Dec. 31, 2023 | 11,956,823 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Operating Activities | ||
Net Income (Loss) | $ (22,268) | $ (13,290) |
Adjustments to reconcile net loss to net cash: (used in) provided by operating activities | ||
Depreciation | 872 | 561 |
Allowance for doubtful accounts | 194 | 158 |
Inventories impairment | 1,689 | 0 |
Non-cash lease expense | (26) | 102 |
Inventory casualty losses | 1,376 | |
Deferred income tax expense | (72) | 1,200 |
Share-based compensation | 14,061 | 644 |
Non-cash PIK interest | 30 | 83 |
(Gain) on sale of equipment | (18) | |
Loss on financing transaction | 4,043 | |
Change in fair value of warrants liabilities | (195) | |
Change in fair value of convertible notes | (970) | |
Increase (decrease) in cash resulting from changes in: | ||
Trade accounts receivable | (928) | (211) |
Deferred transaction costs | (1,098) | |
Inventories | 372 | 284 |
Other current assets | 1,144 | 1,306 |
Other noncurrent assets | (1) | |
Trade accounts payable | (14) | 461 |
Income taxes payable | 480 | 511 |
Income taxes receivable | 1 | 1,645 |
Contract liability | 1,657 | 212 |
Other current liabilities | (110) | (14) |
Right of use liabilities | (163) | (105) |
Accrued expenses | (3,343) | 1,897 |
Other liabilities | 111 | 11 |
Net cash used in operating activities | (4,551) | (3,170) |
Investing Activities | ||
Capital expenditures | (1,542) | (1,600) |
Proceeds from sale of equipment | 30 | |
Net cash used in investing activities | (1,512) | (1,600) |
Financing Activities | ||
Proceeds from shareholder promissory notes | 200 | |
Repayments on shareholder promissory notes | (100) | (100) |
Proceeds from convertible notes | 1,806 | 950 |
Proceeds from financing transaction | 4,481 | |
Merger recapitalization | (2,344) | |
Net cash provided by financing activities | 6,564 | 2,050 |
Net increase/(decrease) in cash and cash equivalents | 501 | (2,720) |
Cash and cash equivalents, beginning of year | 654 | 3,374 |
Cash and cash equivalents, end of the year | 1,155 | 654 |
Supplemental cash flow information | ||
Interest paid | 52 | 29 |
Income taxes paid | 6 | 33 |
Non-cash investing and financing transactions | ||
Conversion of shareholder promissory note and accrued interests into common stock | 18,501 | |
Conversion of convertible notes and accrued interest into common stock | 2,054 | |
Conversion of related party promissory note into convertible notes | 1,000 | |
Transfer of inducement shares in financing transaction | 4,641 | |
Legacy SMAP | ||
Non-cash investing and financing transactions | ||
Conversion of related party promissory note into convertible notes | 1,324 | |
Related party | ||
Financing Activities | ||
Proceeds from promissory notes | 575 | 1,000 |
Legacy SMAP | ||
Financing Activities | ||
Proceeds from promissory notes | 1,524 | |
First Insurance Funding | ||
Financing Activities | ||
Proceeds from line of credit | 647 | |
Repayments of line of credit | (25) | |
Wells Fargo | ||
Financing Activities | ||
Proceeds from line of credit | 1,400 | |
Repayments of line of credit | $ (1,400) | |
B1 Bank | ||
Financing Activities | ||
Proceeds from line of credit | 900 | |
Repayments of line of credit | $ (900) |
Organization and Business Opera
Organization and Business Operations | 12 Months Ended |
Dec. 31, 2023 | |
Organization and Business Operations | |
Organization and Business Operations | Note 1 — Organization and Business Operations MultiSensor AI Holdings, Inc. (“MSAI”, “the Company”, “we” or “our”) and its wholly owned subsidiaries manufacture and distribute multi-sensor systems (hardware and software) for thermographic and other use in a variety of industrial applications. The Company also provides on-prem and cloud-based software and services, including training, calibration, and repairs for its customers. The Company’s customers operate in the distribution and logistics, manufacturing, utility and oil and gas sectors. The Company is domiciled in Delaware and is a C corporation for tax purposes. Business Prior to the Business Combination Prior to the Business Combination, the Company as a corporate entity was SportsMap Tech Acquisition Corp. (“Legacy SMAP”), and the Company’s sponsor was SportsMap, LLC (the “Sponsor”). The registration statement for Legacy SMAP’s initial public offering (“IPO”) was declared effective on October 18, 2021 (the “Effective Date”). On October 21, 2021, Legacy SMP consummated the IPO of 11,500,000 units (the “Units” and, with respect to the Common stock included in the Units being offered, the “public shares”) at $10.00 per Unit, including the full exercise of the underwriters’ over-allotment of 1,500,000 units, generating gross proceeds to Legacy SMAP of $115,000. Simultaneously with the consummation of the IPO, Legacy SMAP consummated the private placement of 675,000 Units at a price of $10.00 per Unit to the Sponsor and the representative of the underwriters and/or certain of their designees or affiliates, generating gross proceeds to Legacy SMAP of $6,750. Transaction costs for Legacy SMAP’s IPO amounted to $2,823, consisting of $2,300 of underwriting commissions and $523 of other offering costs. Of these transaction costs, $2,687 was charged to temporary equity and $137 was charged to additional paid-in capital. All activity for the period from October 21, 2021 (inception) through December 18, 2023 related to the Company’s formation and IPO, subsequent to closing of the IPO, and identifying a target company for an initial business combination, and consummating the Business Combination (described below). Legacy SMAP generated non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the IPO. Business Combination Agreement and Related Financing On December 19, 2023, Legacy SMAP, through its subsidiary ICH Merger Sub Inc. (“Merger Sub”), and Infrared Cameras Holdings Inc (“Legacy ICI”), all of them Delaware corporations, consummated the closing of the transactions contemplated by the Business Combination Agreement, initially entered on December 5, 2022, by and among Legacy SMAP, Legacy ICI, and Merger Sub (the “Business Combination”). Pursuant to the terms of the Business Combination Agreement, a merger of Legacy SMAP and Legacy ICI was effected by the merger of Merger Sub with and into Legacy ICI, with Legacy ICI surviving the Merger as a wholly-owned subsidiary of Legacy SMAP. As a result of the consummation of the Business Combination, Legacy SMAP changed its name from “SportsMap Tech Acquisition Corp.” to “Infrared Cameras Holdings, Inc.” (“ICI”). In February 2024, ICI changed its name to MultiSensor AI Holdings, Inc.” Pursuant to the Business Combination Agreement, at the effective time of the Business Combination, (i) each outstanding share of Legacy ICI common stock was converted into the right to receive a number of shares of Company common stock equal to the Exchange Ratio (as defined below), and (ii) each Legacy ICI option, restricted stock unit, restricted stock award that was outstanding immediately prior to the closing of the Business Combination (and by its terms did not terminate upon the closing of the Business Combination) remained outstanding and (x) in the case of options, represented the right to purchase a number of shares of Company common stock equal to the number of shares of Legacy ICI’s common stock subject to such option multiplied by the Exchange Ratio used for Legacy ICI common stock (rounded down to the nearest whole share) at an exercise price per share equal to the exercise price per share for such option divided by the Exchange Ratio (rounded up to the nearest whole cent) and (y) in the case of restricted stock units and restricted stock awards, represented a number of shares of Company common stock equal to the number of shares of Legacy ICI’s common stock subject to such restricted stock unit or restricted stock award multiplied by the Exchange Ratio (rounded down to the nearest whole share). The Exchange Ratio was 10.2776 of a share of Company common stock per fully diluted share of Legacy ICI common stock. On December 19, 2023, the Company received $2,137 held in Legacy SMAP’s trust account net of redemptions. Transaction costs related to the issuance of the trust shares were $3,910. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | Note 2 — Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation The consolidated financial statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and regulations of the U.S. Securities and Exchange Commission (“SEC”). The Company’s consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated upon consolidation. The Merger was accounted for as a reverse recapitalization in accordance with Accounting Standards Codification (“ASC”) 805, Business Combination. As a result of Legacy ICI being the accounting acquirer in the Merger, the financial reports filed with the SEC by the Company subsequent to the Merger are prepared as if ICI is the accounting predecessor of the Company. The historical operations of Legacy ICI are deemed to be those of the Company. Thus, the financial statements included reflect (i) the historical operating results of Legacy ICI prior to the Merger; (ii) the consolidated results of the Company, following the Merger on December 19, 2023; (iii) the assets and liabilities of Legacy ICI at their historical cost; and (iv) the Company’s equity structure for all periods presented. The recapitalization of the number of shares of common stock is reflected retroactively to the earliest period presented and will be utilized for calculating loss per share in all prior periods presented. Going Concern These consolidated financial statements have been prepared in accordance with U.S. GAAP assuming the Company will continue as a going concern. The going concern assumption contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company is developing its customer base and has not completed its efforts to establish a stabilized source of revenue sufficient to cover its expenses. The Company has suffered net losses, negative cash flows from operations, and negative net working capital. The Company expects it may continue to incur losses or limited income in the future. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. In response to these conditions, the Company plans to obtain additional liquidity including raising additional funds from investors (in the form of debt, equity or equity-like instruments) and continuing to reduce operating expenses. However, these plans are subject to market conditions, and are not within the Company’s control, and therefore, cannot be deemed probable. As a result, the Company has concluded that management’s plans do not alleviate substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts and disclosures of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates are adjusted to reflect actual experience when necessary. Significant estimates reflected in these consolidated financial statements include, but are not limited to revenue recognition, useful life of fixed assets, allowance for doubtful accounts receivable, capitalization of internal-use software, share-based compensation, estimation of contingencies and estimation of income taxes. The Company assesses estimates on an ongoing basis; however, actual results could materially differ from those estimates. Warrants The Company has 9,131,250 warrants outstanding as of December 31, 2023, that were assumed from SMAP (comprised of 8,625,000 warrants issued in SMAP’s initial public offering and 506,250 warrants issued in a private placement to SMAP’s sponsor concurrently with SMAP’s initial public offering), and 340,250 warrants were issued in connection with the financing transaction consummated concurrently with the Business Combination. The warrants are accounted in accordance with the guidance contained in ASC 815-40-15-7D. The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in FASB ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. The 9,131,250 warrants outstanding as of December 31, 2023, that were assumed from SMAP, are classified as equity-classified instruments, and the 340,250 warrants that were issued in connection with the financing transaction consummated concurrently with the Business Combination are classified as liability-classified instruments. Segments and geographical information Segments are defined as components of an enterprise for which separate financial information is evaluated regularly by the chief operating decision maker (“CODM”) to allocate resources and assess performance. The CODM reviews financial information presented on a consolidated basis for the purposes of allocating resources and evaluating financial performance. Accordingly, the Company operates and manages its business as one operating segment. The following table summarizes revenue based upon the customers country of origin: 2023 2022 United States $ 4,361 $ 5,813 International 1,069 1,455 Total revenue, net $ 5,430 $ 7,268 The Company holds 100% of its assets within the United States. Revenue Recognition Revenue is accounted for under ASC 606, Revenue from Contracts with Customers ● Identify the contract with a customer; ● Identify the performance obligations in the contract; ● Determine the transaction price; ● Allocate the transaction price to performance obligations in the contract; and ● Recognize revenue when or as the Company satisfies a performance obligation. Revenue is recognized net of allowances for returns and any sales taxes collected from customers. Revenue Sources The Company’s revenues are derived from multiple sources. The following are descriptions of principal revenue generating activities. — Product Sales The Company recognizes revenue from product sales at point of time, at the amount to which it expects to be entitled when control of the products is transferred to its customers. Control is transferred at Free On Board (“FOB”) Destination. Payment for products is collected within 30 – 90 days following transfer of control. Product sales are considered one performance obligation. — Software as a Service (“SaaS”) and Related Services The Company sells SaaS subscriptions that comprise access to the cloud platform and technical support and upgrades of the software. The software subscription is accounted for as service obligation. The access to the cloud platform has stand-alone functionality and represents one performance obligation, and the technical support and upgrades of the software are considered distinct from another, are not considered critical for the functionality of the software, and are considered a separate stand ready performance obligation. The Company’s SaaS subscription services are generally contracted for a period of 12 – 36 months. Annual subscription payments are made in advance, are initially recognized as customer prepayments and revenue is recognized ratably over the subscription period. — Ancillary Services Ancillary services derived from on-site inspections, the calibration of infrared cameras, maintenance and training are recognized at point of time when service is provided to the customer. Shipping and Handling Shipping and handling costs associated with outbound freight are accounted for as a fulfillment cost and included in cost of goods sold as incurred. Transaction Price Allocated to Performance Obligations The Company allocates the transaction price to each performance obligation identified in the contract on a relative stand-alone selling price (SSP) basis. Contract Liabilities Contract liabilities include billed and unbilled amounts resulting from in-transit shipments, as we have an unconditional right to payment upon the completion of all performance obligations. Contract liabilities also include customer prepayments consisting of advances from customers related to products and SaaS subscriptions, as well as repair and service agreements, for which the Company has not yet recognized revenue. Product Warranties The Company provides a warranty for the repair or replacement of any defective products within one year Accounts Receivable Accounts receivables are stated at net realizable value. The allowance for doubtful accounts is determined through an evaluation of the aging of the Company’s accounts receivable balances, and considers such factors as the customer’s creditworthiness, the customer’s payment history and current economic conditions. A provision is recognized to bad debt expense and the allowance for doubtful accounts for accounts determined to be uncollectible. Bad debt written-off and any recovery of bad debt write-off is applied to the allowance for doubtful accounts. Customer Concentration For the year ended December 31, 2023, one customer accounted for 82% or $2,011 of accounts receivables and one customer accounted for 44% or $2,374 of revenue. For the year ended December 31, 2022, two customers accounted for 21% or $317 and 10% or $151, respectively of accounts receivables and two customers accounted for 11% or $799 and 6%or $436, respectively of revenue. Cash, Cash Equivalents and Restricted Cash The Company considers all highly liquid investments with a maturity of three months or less at the time of purchase to be cash equivalents. The carrying values of cash and cash equivalents approximate their fair values due to the short-term nature of these instruments. Cash in the Company’s bank accounts may exceed federally insured limits. Restricted cash, if any, represents amounts that the Company is unable to access for operational purposes. As of December 31, 2023, and 2022, the Company had no restricted cash. Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — “Expenses of Offering”. Offering costs consist of underwriting, legal, accounting and other expenses incurred through the balance sheet date that are directly related to the IPO. Offering costs are allocated to the separable financial instruments to be issued in the IPO based on a relative fair value basis, compared to total proceeds received. Offering costs directly attributable to the issuance of an equity contract to be classified in equity are recorded as a reduction of equity. Offering costs for equity contracts that are classified as assets and liabilities are expensed immediately. Upon closing of the IPO on October 21, 2021, offering costs associated with the common stock and the warrants were charged to temporary equity. Transaction costs amounted to $2,823, consisting of $2,300 of underwriting commissions and $523 of other offering costs. $2,686 was all charged to temporary equity and $137 was charged to additional paid-in capital. For the year ended December 31, 2023, the Company incurred transaction costs related to the Business Combination of approximately $7,595 which are included as a reduction in APIC on the consolidated statements of changes in shareholders’ equity. The Company paid $3,910 in transaction costs related to legal, banking, and accounting advisory fees at the closing of the Business Combination. Inventories Inventories are carried at the lower of cost or net realizable value and primarily consist of infrared cameras and various other components and parts. The Company accounts for inventory using the weighted average cost method. Inventory is evaluated and adjusted for excess or obsolete quantities when conditions exist to indicate that inventories are likely to be in excess of anticipated demand or are obsolete based upon the Company’s assumptions about future demand for its products. At the end of each quarter and at year-end the Company evaluates its inventory based on i) its current operating plan to estimate the demand of inventories based on market environment, current portfolio of customers and upcoming purchase orders from customers, ii) full count of inventory at year end and 80% coverage count on a quarterly basis to identify if there are any inventories that are not sold in the operating business cycle, have slow movement and/or are obsolete, iii) assessing whether the costs of individual line items in inventory are greater than net realizable value and should be impaired. Inventory is evaluated and adjusted for excess or obsolete quantities when conditions exist to indicate that inventories are likely to be more than anticipated demand or are obsolete based upon the Company’s assumptions about future demand for its products. On October 8, 2022, the Company incurred a casualty loss. The Company performed a physical inventory count of all inventories on January 19, 2023, accounting for a casualty loss of $1,376 related to a flood in the Beaumont warehouse. The Company did not identify material count discrepancies between its inventory count and its corresponding inventory/financial accounting records and did not identify any material weakness in controls for inventories as of December 31, 2022. This amount is offset by insurance recoveries of $1,221, resulting in a net $155 of casualty losses, net of recoveries presented on the consolidated statement of operations. Of the $1,221 in insurance recoveries, $225 was received in cash in December 2022 and the remaining $996 was received in cash in January 2023.At the end of each quarter, the Company reviews short-term and long-term classification of inventories related to infrared cameras, as well as to replacement, maintenance and spare parts. Using similar analyses and sources of information as for the inventory write down to net realizable value assessment, the Company makes the following determinations: ● The Company classifies as short-term inventories that are expected to be sold in the subsequent twelve months. ● The Company recognizes an inventory write down for inventories that cannot be sold in the market and net realizable value is below cost. ● The Company classifies as long-term inventories the inventories that are not expected to be sold in the following twelve months but for which ones there is an active market, and the Company has not identified any indicator of impairment. For the year ended December 31, 2023, the Company updated its operating plan and recorded an inventory write down of $1,689, which were charged to costs of goods sold in the Consolidated Statements of Operations, primarily related to products that are not expected to be sold, based on customer demand and current market conditions. No inventory write down was recognized for the year ended December 31, 2022. Property, Plant and Equipment Property, plant, and equipment is recorded at cost and is depreciated on the straight-line basis over its estimated useful life. Upon retirement or sale, the cost of assets disposed, and the related accumulated depreciation are removed from the accounts and any resulting gain or loss is credited or charged to operating income (loss). Expenditures for major additions and improvements are capitalized and minor replacements, maintenance, and repairs are charged to expense as incurred. All property, plant, and equipment is depreciated (to the extent of estimated salvage values) on the straight-line method based on estimated useful lives of the assets as follows: Assets Estimated Useful Life Vehicles 5 years Buildings 25-39 years Computer equipment 3-5 years Furniture and fixtures 7 years Machinery and equipment 4-7 years Capitalized Software The Company capitalizes certain internal and external costs incurred to acquire or create internal use software in the development stage. Internal costs capitalized are directly attributable to the development of the software. Capitalized software is included in property, plant and equipment and is amortized over 5 years on the straight-line method once development is complete. Advertising The Company expenses advertising costs as incurred. Advertising costs were $345 and $609 for the years ended December 31, 2023, and 2022, respectively. Impairment Long-Lived Assets The Company reviews the carrying value of property, plant and equipment and other long-lived assets for impairment whenever events and circumstances indicate that the carrying value of an asset may not be recoverable. If a long-lived asset is tested for recoverability and the undiscounted estimate future cash flows expected to result from the use and eventual disposition of the asset is less than the carrying amount of the asset, the asset cost is adjusted to fair value and an impairment loss is recognized as the amount by which the carrying amount of a long-lived asset exceeds its fair value. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary. No impairment was recognized for the years ended December 31, 2023, and 2022. Leases Leases are accounted under ASC 842, Leases. The Company’s lease portfolio consists of real estate leases. Some leases have the option to extend or terminate the lease and the Company recognizes these terms when it is reasonably certain that the option will be exercised. As a lessee, the Company determines if an arrangement is a lease at commencement. The Right-of-Use (ROU) lease assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments related to the lease. Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. We use incremental borrowing rates based on information available at the commencement date to determine the present value of our lease payments. The Company leases relate to its corporate office and production facilities. As of December 31, 2023, and 2022, all leases are classified as operating leases. Income Taxes The Company accounts for income taxes under the asset and liability method in accordance with ASC 740, Income Taxes The Company recognizes the effect of income tax positions only if those positions are more likely than not to be sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. The Company does not have any uncertain tax positions that require recognition or measurement in the Company’s consolidated financial statements. The Company recognizes interest and penalties related to unrecognized tax benefits on the income tax expense line in the accompanying consolidated statement of operations. Accrued interest and penalties are included on the related tax liability line in the consolidated balance sheet. ASC 740, “Income Taxes,” requires the Company to reduce its deferred tax assets by a valuation allowance if, based on the weight of the available evidence, it is more likely than not that all or a portion of a deferred tax asset will not be realized. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that all or a portion of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income of appropriate character during the periods in which those temporary differences become deductible. Management considers the weight of available evidence, both positive and negative, including the scheduled reversal of deferred tax assets and liabilities (including the impact of available carryback and carryforward periods), projected future taxable income, and tax planning strategies in making this assessment. To the extent the Company believes that it does not meet the test that recovery is more likely than not, it establishes a valuation allowance. To the extent that the Company establishes a valuation allowance or changes this allowance in a period, it adjusts the tax provision or tax benefit in the consolidated statement of operations. Management uses its best judgment in determining provisions or benefits for income taxes, and any valuation allowance recorded against previously established deferred tax assets. The Company has measured the value of deferred tax assets for the year ended December 31, 2023, based on the cumulative weight of positive and negative evidence that exists as of the date of the financial statements. Should the cumulative weight of all available positive and negative evidence change in the forecast period, the expectation of realization of deferred tax assets existing as of December 31, 2023, prospectively may change. As a result, the Company established a valuation allowance based on the weight of available evidence, both positive and negative, including results of recent and current operations and our estimates of future taxable income or loss. In order to determine the amount of deferred tax assets or liabilities, as well as the valuation allowances, the Company used estimates and assumptions regarding future taxable income and other business considerations. Changes in these estimates and assumptions, including changes in tax laws and other changes impacting the ability to recognize the underlying deferred tax assets, could require adjustments to the valuation allowances. Shared-Based Compensation The Company issues share-based awards to certain employees and non-employees in the form of stock options, which are measured at fair value at the date of grant. The fair value determined at the grant date and is expensed on a straight-line basis over the vesting period. The share-based awards are classified as equity. Share-based compensation expense is included within selling and general administrative expense in the consolidated statements of operations. The Company estimates grant date fair value using the Black-Scholes-Merton option-pricing model. The use of a valuation model requires management to make certain assumptions with respect to selected model inputs. The Company grants stock options at exercise prices determined equal to the fair value of common stock on the date of the grant. The fair value of the Company’s common stock is based on the Company’s historical financial performance and observable arms-length sales of the Company’s capital stock. The expected term represents the period that the share-based awards are expected to be outstanding. The stock option grants are “plain vanilla” and the Company determines the expected term using the simplified method as provided by the Securities and Exchange Commission. The simplified method deems the term to be the average of the time-to-vesting and the contractual life of the options. The risk-free rate for the expected term of the options is based on the U.S. Treasury yield curve at the date of the grant. Forfeitures are recognized as they occur (Note 10). Contingencies The Company accrues costs relating to litigation claims and other contingent matters when such liabilities become probable and reasonably estimable. Such estimates may be based on advice from third parties or on management’s judgment, as appropriate. Revisions to contingent liabilities are reflected in the consolidated statements of operations in the period in which different facts or information become known or circumstances change that affect the Company’s previous judgments with respect to the likelihood or amount of loss. Amounts paid upon the ultimate resolution of contingent liabilities may be materially different from previous estimates and could require adjustments to the estimated reserves to be recognized in the period such new information becomes known. In circumstances where the most likely outcome of a contingency can be reasonably estimated, the Company accrues a liability for that amount. Where the most likely outcome cannot be estimated, a range of potential losses is established and if no one amount in that range is more likely than others, the low end of the range is accrued. Fair Value The Company uses valuation approaches that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. A three-tiered hierarchy is established as a basis for considering such assumptions and for inputs used in the valuation methodologies in measuring fair value. This hierarchy requires that the Company use observable market data, when available, and minimize the use of unobservable inputs when determining fair value: ● Level 1: observable inputs such as quoted prices in active markets; ● Level 2: inputs other than the quoted prices in active markets that are observable either directly or indirectly; and ● Level 3: unobservable inputs in which there is little or no market data, which requires that the Company develop its own assumptions. Deferred transaction costs Deferred transaction costs represent amounts paid for legal, consulting, and other offering expenses in conjunction with the future raising of additional capital to be performed within one year. These costs are netted against additional paid-in capital after the Merger was complete. Tariff refund Tariff refund includes refunds from the U.S. Customs and Border Protection (“CBP”) resulting from overpayment of customs duties, taxes, and fees. New Accounting Pronouncements Recently Adopted Accounting Standards 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, which amends the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. As the Company is a smaller reporting company, ASU 2016-13 is effective for the Company’s annual reporting periods, and interim periods within those years, beginning after December 15, 2022, and requires a cumulative effect adjustment to the balance sheet as of the beginning of the first reporting period in which the guidance is effective. In April 2019, the FASB issued ASU 2019-04, Codification Improvements Financial Instruments-Credit Losses (Topic 326). ASU 2019-04 provides narrow-scope amendments to help apply ASU 2016-13 and is effective with the adoption of ASU 2016-13. The Company adopted ASU 2016-13 and ASU 2019-04 on January 1, 2023, and it did not have a material impact on its financial statements. Recently Issued Accounting Standards Not Yet Adopted In November 2023, the FASB issued Accounting Standards Update No. 2023-07, Segment Reporting - Improvements to Reportable Segment Disclosures. The amendments require disclosure of incremental segment information on an annual and interim basis. The amendments also require companies with a single reportable segment to provide all disclosures required by this amendment and all existing segment disclosures in Accounting Standards Codification 280, Segment Reporting. The amendments are effective for fiscal years beginning after December 15, 2023, and interim periods beginning after December 15, 2024. The Company does not expect the adoption of the amendments to have a material impact on its financial statements. In December 2023, the FASB issued Accounting Standards Update No. 2023-09, Income Taxes - Improvements to Income Tax Disclosures. The amendments require (i) enhanced disclosures in connection with an entity’s effective tax rate reconciliation and (ii) income taxes paid disaggregated by jurisdiction. The amendments are effective for annual periods beginning after December 15, 2024. The Company does not expect the adoption of the amendments to have a material impact on its financial statements. |
Reverse Recapitalization
Reverse Recapitalization | 12 Months Ended |
Dec. 31, 2023 | |
Reverse Recapitalization | |
Reverse Recapitalization | Note 3 — Reverse Recapitalization On December 19, 2023, the Merger was accounted for as a reverse recapitalization under U.S. GAAP. Legacy ICI was the accounting acquirer and Legacy SMAP was the accounting acquiree for financial reporting purposes. Accordingly, for accounting purposes, the financial statements of the Company represent a continuation of the financial statements of Legacy ICI with the Merger being treated as the equivalent of ICI issuing stock for the net assets of Legacy SMAP, accompanied by a recapitalization. The net assets of Legacy SMAP are stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Merger are presented as those of Legacy ICI. The following table reconciles the elements of the Merger to the consolidated statement of cash flows for the year ended December 31, 2023: Recapitalization and associated transactions Cash (Trust) $ 17,996 Redemptions (16,430) Less: fees to underwriters and advisors (3,910) Net cash due to Merger recapitalization (2,344) Issuance of Financing notes 4,481 Net cash received from Financing transaction and Merger recapitalization $ 2,137 The number of outstanding shares of common stock of the Company as of December 31, 2023, is summarized as follows: Shares by Type Number of shares ICI Class A Common Stock outstanding previous to the Merger 8,265,144 Number of Shares issued at the date of the business combination (Recapitalization) SMAP Class A Common Stock outstanding previous to the Merger 5,184,944 Less: Redemption of SMAP Class A previous to the Merger (1,493,265) Total Class A Shares issued to former SMAP shareholders 3,691,679 Number of Basic Share issued at the Merger and Total Common Stock as of December 31, 2023 11,956,823 Pursuant to the terms of the Business Combination Agreement, each Transaction RSU Award immediately prior to the closing of the Business Combination, and which based on their terms did not terminate upon the closing of the Business Combination, remained outstanding. In the case each Transaction RSU Award, they were converted based on the number of shares of Company common stock equal to the number of shares of Legacy ICI common stock subject to that award, multiplied by the Exchange Ratio. For the year ended December 31, 2023, the Company incurred transaction costs related to the Business Combination of approximately $7,595 which are included as a reduction in APIC on the consolidated statements of changes in shareholders’ equity. Class A Common Stock Pursuant to the Business Combination Agreement, at the effective time of the Merger each outstanding share of Legacy ICI common stock (804,194 shares) were converted into common stock of the Company based on the Exchange Ratio described in Note 1. Under the Business Combination Agreement, the surviving company would have been obligated under certain circumstances to issue 2.4 million shares of common stock following the Business Combination (the “Earnout Shares”). The Earnout Shares would be issued pro rata to the holders of Legacy ICI common stock prior to the Business Combination, under certain qualifying conditions, if either (a) during the period beginning six months after the closing of the Business Combination and ending on December 31, 2024, the common stock of the Company achieved a market price of $12.50 per share for a specified number of days, or the Company consummated a transaction in which its stockholders have the right to receive consideration implying a value of at least $12.50 per share, or (b) the Company achieved revenue of $68.5 million during the fiscal year ending December 31, 2024. The earnout provision under the Business Combination Agreement was subsequently cancelled on March 7, 2024. Financing Transaction In connection with the Business Combination, a number of purchasers (each, a “Financing Investor”) purchased from the Company an aggregate of $6.8 million in convertible promissory notes in connection with the closing of the Business Combination (the “Financing Notes”). Of the million in Financing Notes, million were cash proceeds to the combined company. Each Financing Note will mature on the third anniversary of the closing of the Business Combination (the “Maturity Date”) and is convertible at any time at the Financing Investors’ option at a conversion price of $10.00 per share, subject to certain customary adjustments (such shares issuable upon conversion of Financing Notes, the “Conversion Shares”). Except with the consent of the holder of the applicable Financing Note (the “Holder”), we may not repay any principal amount of any Financing Note prior to the Maturity Date. We will pay interest on the aggregate unconverted and then outstanding principal amount of such notes at the rate of 9% per annum, payable (i) quarterly on January 1, April 1, July 1 and October 1, beginning April 1, 2024, (ii) on each date on which a Holder elects to convert any amount of Financing Notes and (iii) on the Maturity Date (each such date, an “Interest Payment Date”), in cash or, if the Holder elects to receive interest on the Financing Note in the form of shares of our common stock. If the Holder elects to receive interest in shares of our common stock, such interest shall be payable at a rate of 11% per annum in duly authorized, validly issued, fully paid and non-assessable shares of our common stock at a volume-weighted average price for the 30 consecutive trading days ending on the trading day immediately prior to the applicable Interest Payment Date (which shall not be less than $1.00) (such shares payable in lieu of cash interest, the “Interest Shares”). Failure to pay interest is deemed an event of default and the interest rate shall increase automatically to 15% per annum until repaid. As part of the financing transaction, we also issued warrants (the “Financing Warrants”) to the Financing Investors to purchase an aggregate of 340,250 shares of our common stock (such shares issuable upon exercise of the Financing Warrants, the “Financing Warrant Shares”), at an exercise price of $11.50 per Financing Warrant Share. The Financing Warrants were allocated ratably among the Financing Investors in accordance with their respective investment amounts. The Financing Warrants are exercisable at any time before the fifth anniversary of the closing of the Business Combination. The Financing Warrants are not subject to any redemption provision, and can be exercised for cash or on a cashless basis at the discretion of the holder. In addition, in order to induce the Financing Investors’ investments, certain holders of SMAP’s founder shares and stockholders of Legacy ICI transferred, and Legacy ICI issued prior to the closing of the Business Combination for exchange at the Exchange Ratio at Closing, an aggregate of 680,500 shares of our common stock to the Financing Investors at the closing. |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2023 | |
Revenue | |
Revenue | Note 4 — Revenue The following table summarizes the Company’s revenue disaggregated by type of product and service: 2023 2022 Product sales $ 4,270 $ 6,681 Software as a service and related services 784 348 Ancillary services 376 239 Total revenue $ 5,430 $ 7,268 In 2023 and 2022, $4,646 and $6,920 of the Company’s revenues were recognized as point in time and $784 and $348 revenues were recognized over time, respectively. Contract Liabilities Contract liabilities consist of sales of SaaS subscriptions and related services, as well as repair and service agreements, where in most cases, the Company receives prepayments and recognizes revenue over the support term of 12-36 months. The Company classifies these contract liabilities as either current or non- current liabilities based on the expected timing of recognition of related revenue. The following table summarizes the change in contract liabilities: Contract liabilities Balance at January 1, 2022 $ 75 Prepayments 570 Revenue recognition (348) Balance at December 31, 2022 297 Prepayments 2,552 Revenue recognition (784) Balance at December 31, 2023 $ 2,065 Contract liabilities, noncurrent 121 Remaining performance obligations As of December 31, 2023, the Company had $2,065 in remaining performance obligations, of which $1,944 will be completed by the year ended December 31, 2024 January 31, 2028 Accounts Receivables Allowance The following table summarizes the change in the accounts receivables allowance: December 31, 2023 2022 Beginning balance $ 290 $ 145 Reversal of account receivables allowance (304) (13) Bad debt expense 194 158 Ending balance $ 180 $ 290 |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment | |
Property, Plant and Equipment | Note 5 — Property, Plant and Equipment The following table summarizes our property, plant and equipment: December 31, 2023 2022 Vehicles $ 354 $ 386 Buildings 43 43 Computer equipment 25 23 Furniture and fixtures 3 3 Machinery and equipment 1,404 1,140 Internal-use software 3,126 1,851 Property, plant and equipment, gross $ 4,955 $ 3,446 Less: accumulated depreciation (1,871) (1,020) Property, plant and equipment, net $ 3,084 $ 2,426 Depreciation expenses were $872 and $561 for the years ended December 31, 2023, and 2022, respectively. |
Other Current Assets
Other Current Assets | 12 Months Ended |
Dec. 31, 2023 | |
Other Current Assets | |
Other Current Assets | Note 6 — Other Current Assets The following table summarizes our other current assets: December 31, 2023 2022 Deposits $ 1,209 $ 1,962 Prepaid expenses 683 102 Other receivables 39 1,011 Total other current assets $ 1,931 $ 3,075 As of December 31, 2022, other receivables reflect the amount recoverable by the insurance, related to the damage of inventories in the production facility in Beaumont, Texas as noted in Note 2. |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2023 | |
Inventories | |
Inventories | Note 7 — Inventories The following table summarizes inventories: December 31, 2023 2022 Infrared cameras $ 4,955 $ 5,904 Replacement, maintenance, and spare parts 1,975 3,730 Inventories, current $ 6,930 $ 9,634 Infrared cameras $ 389 $ — Replacement, maintenance, and spare parts 254 — Inventories, noncurrent $ 643 $ — Total inventories $ 7,573 $ 9,634 For the year ended December 31, 2023, the Company recorded an inventory write down of $1,689, which were charged to costs of goods sold in the Consolidated Statements of Operations, related to products that are not expected to be sold in one year based on customer demand and current market conditions. No inventory write down was recognized for the year ended December 31, 2022. The following table summarizes the amount of inventory write-downs to net realizable value recorded for each period (in thousands): December 31, 2023 2022 Amount of inventory write-down to net realizable value $ 1,689 $ — |
Accrued Expense
Accrued Expense | 12 Months Ended |
Dec. 31, 2023 | |
Accrued Expense | |
Accrued Expense | Note 8 — Accrued Expense The following table summarizes accrued expenses: December 31, 2023 2022 Professional fees $ 3,298 $ 1,705 Salaries and wages 121 615 Interest payable 70 184 Taxes payable — 54 Other 54 6 Total accrued expense $ 3,543 $ 2,564 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2023 | |
Debt | |
Debt | Note 9 — Debt Wells Fargo Line of Credit On April 2, 2021, the Company entered into an asset based revolving credit agreement with Wells Fargo Bank, National Association, as amended on June 18, 2021 (the “Credit Agreement”). The Credit Agreement provided an aggregate revolving credit commitment of $15,000 subject to a borrowing base consisting of eligible accounts receivable and inventory. The Credit Agreement included borrowing capacity available for letters of credit and revolving loans available for working capital and other general corporate purposes. This Credit Agreement had a maturity date of April 3, 2023. The interest rate applicable to the Credit Agreement was either (i) the Base Rate, which is the higher of the Prime Rate, the Federal Funds Rate plus 0.5% and the Daily Floating LIBOR Rate plus 1.0%, or (ii) LIBOR plus a margin of 2.0% . The Company was subjected to a non-use fee of 0.375% on the daily average unused portion of the commitment under the Credit Agreement. Obligations under the Credit Agreement were secured (with certain exceptions) by first priority security interests on all of the Company’s assets. The Credit Agreement permitted voluntary prepayments (without reducing availability for future revolving borrowings) and voluntary commitment reductions at any time, in each case without premium or penalty. In March and May 2022, the Company borrowed $400 and $1,000, respectively and in June 2022, the Company repaid the entire $1,400 borrowing. On July 12, 2022, the Company voluntarily reduced the revolving credit commitment to zero ($0) and terminated the Credit Agreement. At the time of the termination, the interest expense was $10 and termination fees were $51, which were charged to selling, general and administrative expenses in the Consolidated Statements of Operations. B1 Bank Line of Credit On January 22, 2023, the Company entered into an asset-based revolving credit agreement with B1 Bank (the “Line of Credit”). The Line of Credit provided an aggregate revolving credit commitment of $3,000 , subject to a borrowing base consisting of eligible accounts receivable and inventory. The Line of Credit included borrowing capacity available for letters of credit and revolving loans available for working capital and other general corporate purposes. The maturity date is January 22, 2024. The interest rate applicable to the Credit Agreement is 8.5% and is secured by inventories and cash flows. In March and June 2023, the Company borrowed $300 and $600 , respectively. In December 2023, the Company repaid the entire $900 borrowing. Throughout 2023, the Company paid $52 in interest. Shareholder Promissory Note On July 14, 2020, the Company issued a promissory note to its majority shareholder in an amount of $29,718 (the “Shareholder Promissory Note”). The Shareholder Promissory Note bore interest at the rate of 0.45% per annum, with all principal and accrued interest due and payable in full on July 14, 2025. The Shareholder Promissory Note was unsecured. Principal and interest payments were made by the Company in cash or in kind prior to maturity. During the years ended December 31, 2023, and 2022 the Company made principal cash payments of $100 and $100, respectively. The Company received additional proceeds in the amount of $200 in 2022. On December 31, 2022, the principal outstanding balance was $18,347 and accrued unpaid interest was $224. Interest expenses for the years ended December 31, 2023, and 2022 were $30 and $83, respectively. Interest expense is paid-in-kind. On May 31, 2023, the Company completed the conversion of the outstanding principal and accrued and unpaid interests of the Shareholder Promissory Note into shares of Class A Common Stock. At the time of conversion, the total face value of the Shareholder Promissory Note was $18,501, comprising $18,247 in principal and $254 in accrued interest. In exchange for the contribution of the Shareholder Promissory Note, the Company issued 142,028 shares of its Class A Common Stock to the creditor, in accordance with ASC 405-20-40, “Liabilities - Extinguishments of Liabilities - Derecognition”. No cash was exchanged as part of this transaction. Related Party Promissory Notes On August 9, 2022, the Company borrowed $1,000 under an unsecured non-interest-bearing promissory note with a related party to fund short-term working capital needs. The promissory note shall be payable in full on any future date on which the lender demands repayment On December 19, 2023, in connection with the Business Combination, the promissory note was exchanged for an equal amount of Financing Notes which resulted in loss on the extinguishment of debt of $594 recorded under loss on financing transaction within the Consolidated Statements of Operations. In June 2023, the Company borrowed $375 under an unsecured non-interest-bearing promissory note with a related party to fund short-term working capital needs. The Related Party Promissory Note shall be payable in full on any future date on which the lender demands repayment. The Notes have a maturity date of 12 months from the effective date and beared an interest rate of 12%. Accrued unpaid interest was $25 on December 31, 2023. On December 8, 2023, the Company borrowed $200 under an unsecured non-interest-bearing promissory note with a related party to fund short-term working capital needs. The Related Party Promissory Note shall be payable in full on any future date on which the lender demands repayment. Legacy SMAP Related Party Promissory Notes In April, May and November 2023, Legacy SMAP secured operational working capital of $1,524. The promissory notes were not interest bearing and were not convertible into any securities of the company. The promissory notes were to be payable upon consummation of an initial business combination; provided that the Company has the right to extend the repayment date for up to 12 months thereafter in the event that the minimum cash transaction is not met or would not be met but for such extension. The minimum cash transaction proceeds were not met at the closing of the Business Combination, and as such, the Company has elected to extend repayment of the promissory notes beyond the closing. The principal balance may be prepaid at any time. On December 19, 2023, in connection with the Business Combination, $1,324 of the promissory notes was exchanged for an equal amount of financing notes which resulted in loss on the extinguishment of debt of $787 recorded under loss on financing transaction within the Consolidated Statements of Operations. Convertible Notes In September 2023, August 2023, July 2023, June 2023, May 2023, January 2023 and December 2022, Legacy ICI issued unsecured convertible notes with several accredited private investors in an aggregate principal amount of $100, $500, $400, $350, $100, $150 and $950, respectively. The notes had a maturity date of 6 months from the effective date and beared a paid-in-kind interest rate of 10% per annum which was increased to 12% effective on February 15, 2023. In the event of and prior to the consummation of an initial public offering (“IPO”) or de-SPAC transaction, the unpaid principal balance and accrued interest were to be automatically converted into ICI Class A Common Stock at the imputed price per share of common stock of the IPO, discounted at 50%. On December 19, 2023, in connection with the Business Combination, Legacy ICI completed the conversion of the outstanding principal and accrued and unpaid interests of the convertible notes into shares of Class A Common Stock. At the time of conversion, the total face value of the convertible notes was $2,754, comprising $2,550 in principal and $204 in accrued interest. Financing Notes On December 19, 2023, in connection with the Business Combination, the Company issued the Financing Notes to several accredited private investors in an aggregate principal amount of $6,805, including $2,324 of which were issued in exchange for other debt instruments as described above. Each Financing Note will mature on the third anniversary of the closing of the Business Combination (the “Maturity Date”) and is convertible at any time at the holder’s option at a conversion price of $10.00 per share, subject to certain customary adjustments (such shares issuable upon conversion of Financing Notes, the “Conversion Shares”). Except with the consent of the holder of the applicable Financing Note, the Company may not repay any principal amount of any Financing Note prior to the Maturity Date. The Company will pay interest on the aggregate unconverted and then outstanding principal amount of such notes at the rate of 9% per annum, payable (i) quarterly on January 1, April 1, July 1 and October 1, beginning April 1, 2024, (ii) on each date on which a holder elects to convert any amount of Financing Notes and (iii) on the Maturity Date (each such date, an “Interest Payment Date”), in cash or, if the holder elects to receive interest on the Financing Note in the form of shares of the Company’s common stock. If the Holder elects to receive interest in shares of the Company’s common stock, such interest shall be payable at a rate of 11% per annum in duly authorized, validly issued, fully paid and non-assessable shares of the Company’s common stock at a volume-weighted average price for the 30 consecutive trading days ending on the trading day immediately prior to the applicable Interest Payment Date (which shall not be less than $1.00) (such shares payable in lieu of cash interest, the “Interest Shares”). Failure to pay interest is deemed an event of default and the interest rate shall increase automatically to 15% per annum until repaid. Debt Obligations and Schedule Maturities As of December 31, 2023, aggregate principal repayments of total debt for the next five years were as follows: 2024 $ 1,397 2025 — 2026 — 2027 6,805 2028 — Thereafter — $ 8,202 |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Compensation | |
Share-Based Compensation | Note 10 — Share-Based Compensation Stock Options On October 9, 2020, the Company implemented the 2020 Equity Incentive Plan, (the “Plan”) pursuant to which the Company’s Board of Directors may grant stock options to employees and non-employees. The Plan initially authorized grants to purchase up to 26,500 shares of authorized but unissued Class B non- voting Common Stock of Legacy ICI. In December 2020, May 2021 and December 2021, the Plan was amended to increase the number of stock options granted for issuance under the Plan by an additional 43,257, 40,000 and 40,000 shares, respectively. As of December 31, 2022, the amount of stock options granted was 149,757 shares. Stock options could be granted under the Plan with an exercise price equal to the share’s fair value at the grant date. The options vest and become fully exercisable over service periods ranging from two On December 19, 2023, in connection with the Business Combination, which triggered accelerated vesting of all outstanding stock options, resulted in an additional $845 share-based compensation expense. The grant date fair value of each option award is estimated on the date of grant using the Black-Scholes- Merton option-pricing model based on the following weighted average assumptions: 2023 2022 Valuation assumptions: Exercise price per share $ 74.73 $ 74.73 Expected term (in years) 6.0 6.0 Expected share volatility 39.14 % 37.07 % Expected dividend yield — — Risk free rate 4.12 % 3.16 % The following table summarizes the Company’s stock option activity during the year ended December 31, 2023 and 2022: Weighted Weighted Aggregate Number of average average Intrinsic shares exercise price remaining term Value Balance at January 1, 2022 123,804 $ 67.66 9.3 $ — Granted 30,956 74.56 — — Exercised — — — — Forfeited (35,634) 71.87 — Expired (10,260) 72.80 — — Balance at December 31, 2022 108,866 $ 67.69 7.2 $ — Exercisable at December 31, 2022 — — — — Weighted Weighted Aggregate Number of average average Intrinsic shares exercise price remaining term Value Balance at January 1, 2023 108,866 $ 67.69 7.2 $ — Granted 2,050 74.73 — — Exercised (110,916) 74.73 — — Forfeited — — — Expired — — — — Balance at December 31, 2023 — $ — — $ — Exercisable at December 31, 2023 — — — — The weighted average grant-date fair value of options granted during the years 2023 and 2022 was $33.50 and $30.91, respectively. 110,916 and zero shares were exercised during the years ended December 31, 2023, and 2022, respectively. Total share-based compensation expense related to stock options recognized in selling, general and administrative expenses in 2023 and 2022 was $1,197 and $644, respectively. At December 31, 2023 and 2022, there was none and $1,129, respectively, of total unrecognized compensation cost related to unvested stock options granted under the Plan. The total fair value of shares vested during the years ended December 31, 2023, and 2022 was $1,197 and $841, respectively. Restricted Stock Units Prior to the effective time of the Business Combination, the Company granted 1,886,166 Transaction RSU Awards to certain employees. Each Transaction RSU Award vests on January 1, 2024. In addition, each Transaction RSU Award is expected to be settled in twelve substantially equal monthly installments starting on the date following the first anniversary of the closing of the Business Combination. An additional award of restricted stock units is expected to be granted by the Company to certain employees upon the effectiveness of the Form S-8 that will register common stock issuable under the Company’s 2023 incentive award plan, which is expected to occur in 2024. Presented below is a summary of the status of outstanding RSUs, including showing the vesting status based on the service and criteria. Weighted Number Average Grant of shares Date Fair Value Non-vested at January 1, 2023 — $ — Granted 1,886,166 6.82 Exercised — — Forfeited — — Expired — — Nonvested at December 31, 2023 1,886,166 $ 6.82 As of December 31, 2023, there are 1,886,166 RSUs outstanding, all with only service conditions. None have vested as of December 31, 2023. All RSUs were assigned a fair value of $6.82, which is based on the fair value of the Company’s common stock on the date of the grant. Stock compensation expense for Transaction RSU Awards have only service vesting conditions. Expense will be recognized on a straight-line basis for all RSU awards with only service conditions. In the event that a RSU grant holder is terminated before the award is fully vested for RSUs granted under the 2023 incentive award plan, the full amount of the unvested portion of the award will be recognized as a forfeiture in the period of termination. We recognized a total shared based compensation expense related to RSUs of $12,864 during the year ended December 31, 2023. |
Shareholders Equity
Shareholders Equity | 12 Months Ended |
Dec. 31, 2023 | |
Shareholders Equity | |
Shareholders Equity | Note 11 — Shareholders Equity Total authorized capital stock of the Company as of December 31, 2023 is 300,000,000 shares of common stock and 10,000,000 shares of preferred stock. As of December 31, 2023, there were 11,956,823 shares of common stock issued and outstanding As of December 31, 2022, there were 5,292,384 shares of Legacy ICI Class A common stock issued and outstanding |
Earnings (loss) per Share
Earnings (loss) per Share | 12 Months Ended |
Dec. 31, 2023 | |
Earnings (loss) per Share | |
Earnings (loss) per Share | Note 12 — Earnings (loss) per Share Basic earnings (loss) per share is computed in accordance with ASC 260, Earnings Per Share, by dividing the net loss attributable to holders of common stock by the weighted average shares of common stock outstanding during the period. Diluted earnings (loss) per share is computed by dividing net income by the weighted average shares of common stock outstanding, including the dilutive effects of stock options. The following table summarizes the computation of basic and diluted earnings (loss) per share: Since the Company was in a net loss position for the years ended 2023 and 2022, basic net loss per share is the same as diluted net loss per share as the inclusion of all potential common shares outstanding would have been antidilutive. 2023 2022 Numerator: Basic and Diluted Net loss attributable to common stockholders $ (22,268) $ (13,290) Denominator: Weighted average number of shares: Basic - Common Stock 6,257,476 5,292,384 Add: Dilutive effects, as shown separately below Unvested Stock Options — — Diluted - Common Stock 6,257,476 5,292,384 Basic Net loss per share attributable to common stockholders $ (3.56) $ (2.51) Diluted Net loss per share attributable to common stockholders $ (3.56) $ (2.51) The diluted earnings (loss) per share is the same as the basic earnings (loss) share for years ended December 31, 2023 and 2022 as all potential common shares including stock options are anti-dilutive and are therefore excluded from the computation of diluted net profit per share. The table above does not include (i) up to 680,500 shares of new Common Stock that will be issuable upon conversion of $6,805 in Financing Notes at a conversion rate of $10.00 per share, (ii) up to 2,245,650 shares of new Common stock that may be issuable as interest payments on the Financing Notes, (iii) up to 8,625,000 shares of new Common Stock that will be issuable upon exercise of the Company’s outstanding public warrants at an exercise price of $11.50 per share for cash, (iv) up to 2,400,000 Earnout Shares that will be issuable if certain conditions are met (v) up to 506,250 shares of new Common Stock that will be issuable upon exercise of the Company’s outstanding private warrants at an exercise price of $11.50 per share, (vi) up to 340,250 shares of new Common Stock that will be issuable upon exercise of the Financing Warrants at an exercise price of $11.50 per share for cash, (vii) shares of new Common Stock that will be issuable upon the exercise of Company’s Options, (viii) shares of new Common Stock underlying the Company’s RSU Awards or (ix) shares of new Common Stock that will be available for issuance under the 2023 Incentive Award Plan, which will initially be equal to 12% of the fully-diluted shares as of the Business Combination (excluding the Earnout Shares and shares payable as interest on the Financing Notes). |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions | |
Related Party Transactions | Note 13 — Related Party Transactions Shareholder and Related Party Promissory Notes See Note 9. Leases The Company leases its corporate office and one production facility from its majority shareholder under three operating lease agreements. The Company paid the majority shareholder total lease payments $163, for the years ended December 31, 2023, and 2022, under these lease agreements. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2023 | |
Leases | |
Leases | Note 14 — Leases Operating leases The Company leases consist of operating leases related to corporate offices and production facilities. Supplemental Consolidated Balance Sheet information for operating leases on December 31, 2023, and 2022, is as follows: December 31, 2023 2022 Assets Right-of-use assets, net $ 129 $ 103 Liabilities Right-of-use liabilities, current 138 103 Components of operating lease cost for the twelve months ending December 31, 2023, and 2022: December 31, 2023 2022 Components operating lease cost Operating lease cost $ 134 $ 102 Short-term leases 40 124 For the years ended December 31, 2023, and 2022, the Company incurred operating lease expense totaling $174 and $225, respectively, and operating lease expense was recognized on a straight-line basis over the term of the lease. Remaining operating lease term and discounted rates as of December 31, 2023, and 2022, are as follows: December 31, 2023 2022 Weighted-average remaining lease term (years) 0.9 0.9 Weighted-average discount rate 8 % 8 % Supplemental cash flow information related to leases for the twelve months ending December 31, 2023, and 2022, is as follows: December 31, 2023 2022 Right of use assets obtained in exchange for lease liabilities $ 376 $ 198 Cash paid for amounts included in the measurement of lease liabilities 163 105 Cash paid for short term operating leases Operating lease payments 40 124 Maturities of operating lease liabilities for continuing operations under the new lease standard as of December 31, 2023, are as follows: For the twelve months ending December 31, 2024 $ 142 2025 — 2026 — 2027 — 2028 — Thereafter — Total operating lease payments $ 142 Less: imputed interest (4) Present value of operating lease liabilities $ 138 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies. | |
Commitments and Contingencies | Note 15 — Commitments and Contingencies Contingencies Liabilities for loss contingencies arising from claims, earn-outs, assessments, litigation, fines, and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred. In the ordinary course of the business, the Company is subject to periodic legal or administrative proceedings. As of December 31, 2023, and 2022, the Company was not involved in any material claims or legal actions which, in the opinion of management, the ultimate disposition would have a material adverse effect on the Company’s consolidated financial position, results of operations, or liquidity. |
Income taxes
Income taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income taxes | |
Income taxes | Note 16 — Income taxes The components of the provision for income taxes for the years ended December 31, 2023, and 2022 were as follows: 2023 2022 Current: Federal $ 272 $ — State 7 5 Total current 279 5 Deferred: Federal (71) 1,096 State — 104 Total deferred (71) 1,200 Total income tax provision $ 208 $ 1,205 2023 2022 Deferred Tax Assets: Impairment $ 1,134 $ 1,147 Accruals 107 108 Reserves 52 75 Interest carryforward 31 31 Net operating losses 3,849 2,387 Other 60 40 Financial instruments 1,392 — Start-up costs 982 — UNICAP 263A 175 395 Valuation allowance (7,011) (3,583) Total deferred tax assets $ 771 600 Deferred Tax Liabilities : Prepaid Expense $ (162) (24) Other (30) (157) Depreciation (597) (509) Total deferred tax liabilities (789) (690) Deferred tax (liabilities) assets, net $ (18) $ (90) The total provision for income taxes for the years ended December 31, 2023, and 2022 varies from the federal statutory rate as a result of the following: 2023 2022 Loss before income tax expense $ (22,060) $ (12,085) Statutory tax rate 21 % 21 % Income tax (benefit) expense at federal statutory rate (4,633) (2,538) Increase (decrease) resulting from: Permanent differences 2,300 494 State income tax, net of federal benefit (177) (343) Valuation allowance 3,428 3,583 Other, net (710) 9 Income tax expense 208 1,205 Current income tax expense 279 5 Deferred income tax (benefit) (71) 1,200 Total $ 208 $ 1,205 Deferred income taxes reflect the impact of temporary differences between the amount of assets and liabilities recognized for financial reporting purposes and such amounts recognized for tax purposes. As a result of the Company’s evaluation of both the positive and negative evidence, the Company determined it does not believe it is more likely than not that its deferred tax assets will be utilized in the foreseeable future and has recorded a valuation allowance. For the year ended December 31, 2023, the Company recognized income tax expense because of a true-up on the federal tax payable and interest on late payment of the federal tax payable. For the year ended December 31, 2022, the Company recognized income tax expense because of a change in valuation allowance. Changes in the valuation allowance are as follows: 2023 2022 Balance, beginning of the year $ 3,583 $ — Additions to valuation allowance 3,428 3,583 Balance, end of the year 7,011 3,583 The Company intends to continue maintaining a valuation allowance on its deferred tax assets until there is sufficient evidence to support reversal of all or some portion of these allowances. The Company reported U.S. net operating loss carryforwards of $16,771 and state net operating loss carryforward of $22,416. For state income tax purposes, the Company has $20,218 of net operating losses which are subject to expiration. The carryforward life for the net operating losses is dependent on the rules for each jurisdiction and therefore the losses are subject to expiration with the earliest year being 2033 and the latest year being 2044. The U.S. net operating loss carryforwards of $16,771 of federal and $2,198 of state NOLs will not expire. In addition, the Company also had U.S. interest limitation carryforwards of $133 with an indefinite expiration date. A reconciliation of unrecognized tax benefits is as follows: 2023 2022 Balance, beginning of the year $ — $ — Additions — — Balance, end of the year — — The Company recognizes interest and penalties related to unrecognized tax benefits within the provision for income taxes in the consolidated statement of operation and as of December 31, 2023, and 2022, the Company did not accrue interest and penalties. The Company does not expect its unrecognized tax benefits to change significantly in the next twelve months. We file income tax returns in the U.S. as well as in various states and the Company notes that the earliest year open to examination is 2020. The Company is not currently under examination by any major tax jurisdiction. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Measurements | |
Fair Value Measurements | Note 17 — Fair Value Measurements The Company’s financial instruments consist of cash and cash equivalents, accounts receivable, earn-outs, and accounts payable where the carrying value approximates fair value due to the short - term nature of each instrument. The Company uses valuation approaches that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. A three-tiered hierarchy is established as a basis for considering such assumptions and for inputs used in the valuation methodologies in measuring fair value. This hierarchy requires that the Company use observable market data, when available, and minimize the use of unobservable inputs when determining fair value: ● Level 1: observable inputs such as quoted prices in active markets; ● Level 2: inputs other than the quoted prices in active markets that are observable either directly or indirectly; and ● Level 3: unobservable inputs in which there is little or no market data, which requires that the Company develop its own assumptions. The Company’s financial instruments consist of cash and cash equivalents, accounts receivables and accounts payables, where the carrying amount approximates fair value due to the short-term nature of each instrument. On October 9, 2020, the Company implemented the 2020 Equity Incentive Plan, (the “Plan”) pursuant to which the Company’s Board of Directors may grant stock options to employees and non-employees. The common stock granted as part of the Plan were recorded in equity and classified as Level 3 within the fair value hierarchy. On December 19, 2023, prior to the closing of the Business Combination, the Board of Directors of Legacy ICI authorized that the shares of common stock which were subject to the Transaction RSU Awards would be delivered in accordance with the terms of the Restricted Stock Unit Agreement. All Transaction RSU Awards issued were valued using a fair value of $6.82, which was the closing share price of our common stock on that date. The common stock granted as part of the Plan were recorded in equity and classified as Level 1 within the fair value hierarchy. The convertible note was valued using a probability-weighted expected return method (“PWERM”) based on the probabilities of different potential outcomes for the note. The fair value of the convertible note was determined using the following significant unobservable inputs. Fair Value Assumption – Financing Note December 31, 2023 Principal $ 6,805 Discount rate 20.00 % Note term 2.97 years Stock Price $ 3.35 Maturity date 12/19/2026 Risk rate 3.92 % Volatility 32.49 % The fair value of the Financing Notes as of December 31, 2023 is $5,695 and is classified as Level 3 within the fair value hierarchy. The fair value of the Company’s outstanding warrants as of December 31, 2023 and is classified as Level 1 within the fair value hierarchy. Fair Value Assumption – Warrants December 31, 2023 Exercise Price $ 11.50 Warrant term 4.97 years Maturity date 12/19/2028 Stock Price $ 3.35 Risk rate 3.75 % Volatility 33.29 % |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events | |
Subsequent Events | Note 18 — Subsequent Events For the consolidated financial statements as of December 31, 2023, the Company has evaluated subsequent events through March 29, 2024, the date the financial statements were available to be issued. In March 2024, the Company entered into an earnout waiver agreement whereby the Company and other parties thereto agreed to cancel the earnout provision in the Business Combination Agreement referenced in Note 1. In March 2024, the Company entered into an agreement to waive the lock-up restrictions with respect to 2,146,067 shares of the Company’s common stock which are currently subject to lock-up pursuant to that certain Lock-Up Agreement, dated December 19, 2023, between the Company, SportsMap, LLC, and certain other holders of the Company’s common stock. The 2,146,067 shares being released from lock-up restrictions are held by certain holders who are not affiliates of the Company. Without such waiver, these shares would have been subject to lock-up restrictions until June 19, 2024. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Summary of Significant Accounting Policies | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The consolidated financial statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and regulations of the U.S. Securities and Exchange Commission (“SEC”). The Company’s consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated upon consolidation. The Merger was accounted for as a reverse recapitalization in accordance with Accounting Standards Codification (“ASC”) 805, Business Combination. As a result of Legacy ICI being the accounting acquirer in the Merger, the financial reports filed with the SEC by the Company subsequent to the Merger are prepared as if ICI is the accounting predecessor of the Company. The historical operations of Legacy ICI are deemed to be those of the Company. Thus, the financial statements included reflect (i) the historical operating results of Legacy ICI prior to the Merger; (ii) the consolidated results of the Company, following the Merger on December 19, 2023; (iii) the assets and liabilities of Legacy ICI at their historical cost; and (iv) the Company’s equity structure for all periods presented. The recapitalization of the number of shares of common stock is reflected retroactively to the earliest period presented and will be utilized for calculating loss per share in all prior periods presented. |
Going Concern | Going Concern These consolidated financial statements have been prepared in accordance with U.S. GAAP assuming the Company will continue as a going concern. The going concern assumption contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company is developing its customer base and has not completed its efforts to establish a stabilized source of revenue sufficient to cover its expenses. The Company has suffered net losses, negative cash flows from operations, and negative net working capital. The Company expects it may continue to incur losses or limited income in the future. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. In response to these conditions, the Company plans to obtain additional liquidity including raising additional funds from investors (in the form of debt, equity or equity-like instruments) and continuing to reduce operating expenses. However, these plans are subject to market conditions, and are not within the Company’s control, and therefore, cannot be deemed probable. As a result, the Company has concluded that management’s plans do not alleviate substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts and disclosures of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates are adjusted to reflect actual experience when necessary. Significant estimates reflected in these consolidated financial statements include, but are not limited to revenue recognition, useful life of fixed assets, allowance for doubtful accounts receivable, capitalization of internal-use software, share-based compensation, estimation of contingencies and estimation of income taxes. The Company assesses estimates on an ongoing basis; however, actual results could materially differ from those estimates. |
Warrants | Warrants The Company has 9,131,250 warrants outstanding as of December 31, 2023, that were assumed from SMAP (comprised of 8,625,000 warrants issued in SMAP’s initial public offering and 506,250 warrants issued in a private placement to SMAP’s sponsor concurrently with SMAP’s initial public offering), and 340,250 warrants were issued in connection with the financing transaction consummated concurrently with the Business Combination. The warrants are accounted in accordance with the guidance contained in ASC 815-40-15-7D. The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in FASB ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. The 9,131,250 warrants outstanding as of December 31, 2023, that were assumed from SMAP, are classified as equity-classified instruments, and the 340,250 warrants that were issued in connection with the financing transaction consummated concurrently with the Business Combination are classified as liability-classified instruments. |
Segments and geographical information | Segments and geographical information Segments are defined as components of an enterprise for which separate financial information is evaluated regularly by the chief operating decision maker (“CODM”) to allocate resources and assess performance. The CODM reviews financial information presented on a consolidated basis for the purposes of allocating resources and evaluating financial performance. Accordingly, the Company operates and manages its business as one operating segment. The following table summarizes revenue based upon the customers country of origin: 2023 2022 United States $ 4,361 $ 5,813 International 1,069 1,455 Total revenue, net $ 5,430 $ 7,268 The Company holds 100% of its assets within the United States. |
Revenue Recognition | Revenue Recognition Revenue is accounted for under ASC 606, Revenue from Contracts with Customers ● Identify the contract with a customer; ● Identify the performance obligations in the contract; ● Determine the transaction price; ● Allocate the transaction price to performance obligations in the contract; and ● Recognize revenue when or as the Company satisfies a performance obligation. Revenue is recognized net of allowances for returns and any sales taxes collected from customers. Revenue Sources The Company’s revenues are derived from multiple sources. The following are descriptions of principal revenue generating activities. — Product Sales The Company recognizes revenue from product sales at point of time, at the amount to which it expects to be entitled when control of the products is transferred to its customers. Control is transferred at Free On Board (“FOB”) Destination. Payment for products is collected within 30 – 90 days following transfer of control. Product sales are considered one performance obligation. — Software as a Service (“SaaS”) and Related Services The Company sells SaaS subscriptions that comprise access to the cloud platform and technical support and upgrades of the software. The software subscription is accounted for as service obligation. The access to the cloud platform has stand-alone functionality and represents one performance obligation, and the technical support and upgrades of the software are considered distinct from another, are not considered critical for the functionality of the software, and are considered a separate stand ready performance obligation. The Company’s SaaS subscription services are generally contracted for a period of 12 – 36 months. Annual subscription payments are made in advance, are initially recognized as customer prepayments and revenue is recognized ratably over the subscription period. — Ancillary Services Ancillary services derived from on-site inspections, the calibration of infrared cameras, maintenance and training are recognized at point of time when service is provided to the customer. Shipping and Handling Shipping and handling costs associated with outbound freight are accounted for as a fulfillment cost and included in cost of goods sold as incurred. Transaction Price Allocated to Performance Obligations The Company allocates the transaction price to each performance obligation identified in the contract on a relative stand-alone selling price (SSP) basis. Contract Liabilities Contract liabilities include billed and unbilled amounts resulting from in-transit shipments, as we have an unconditional right to payment upon the completion of all performance obligations. Contract liabilities also include customer prepayments consisting of advances from customers related to products and SaaS subscriptions, as well as repair and service agreements, for which the Company has not yet recognized revenue. |
Product Warranties | Product Warranties The Company provides a warranty for the repair or replacement of any defective products within one year |
Accounts Receivable | Accounts Receivable Accounts receivables are stated at net realizable value. The allowance for doubtful accounts is determined through an evaluation of the aging of the Company’s accounts receivable balances, and considers such factors as the customer’s creditworthiness, the customer’s payment history and current economic conditions. A provision is recognized to bad debt expense and the allowance for doubtful accounts for accounts determined to be uncollectible. Bad debt written-off and any recovery of bad debt write-off is applied to the allowance for doubtful accounts. |
Customer Concentration | Customer Concentration For the year ended December 31, 2023, one customer accounted for 82% or $2,011 of accounts receivables and one customer accounted for 44% or $2,374 of revenue. For the year ended December 31, 2022, two customers accounted for 21% or $317 and 10% or $151, respectively of accounts receivables and two customers accounted for 11% or $799 and 6%or $436, respectively of revenue. |
Cash, Cash Equivalents and Restricted Cash | Cash, Cash Equivalents and Restricted Cash The Company considers all highly liquid investments with a maturity of three months or less at the time of purchase to be cash equivalents. The carrying values of cash and cash equivalents approximate their fair values due to the short-term nature of these instruments. Cash in the Company’s bank accounts may exceed federally insured limits. Restricted cash, if any, represents amounts that the Company is unable to access for operational purposes. As of December 31, 2023, and 2022, the Company had no restricted cash. |
Offering Costs | Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — “Expenses of Offering”. Offering costs consist of underwriting, legal, accounting and other expenses incurred through the balance sheet date that are directly related to the IPO. Offering costs are allocated to the separable financial instruments to be issued in the IPO based on a relative fair value basis, compared to total proceeds received. Offering costs directly attributable to the issuance of an equity contract to be classified in equity are recorded as a reduction of equity. Offering costs for equity contracts that are classified as assets and liabilities are expensed immediately. Upon closing of the IPO on October 21, 2021, offering costs associated with the common stock and the warrants were charged to temporary equity. Transaction costs amounted to $2,823, consisting of $2,300 of underwriting commissions and $523 of other offering costs. $2,686 was all charged to temporary equity and $137 was charged to additional paid-in capital. For the year ended December 31, 2023, the Company incurred transaction costs related to the Business Combination of approximately $7,595 which are included as a reduction in APIC on the consolidated statements of changes in shareholders’ equity. The Company paid $3,910 in transaction costs related to legal, banking, and accounting advisory fees at the closing of the Business Combination. |
Inventories | Inventories Inventories are carried at the lower of cost or net realizable value and primarily consist of infrared cameras and various other components and parts. The Company accounts for inventory using the weighted average cost method. Inventory is evaluated and adjusted for excess or obsolete quantities when conditions exist to indicate that inventories are likely to be in excess of anticipated demand or are obsolete based upon the Company’s assumptions about future demand for its products. At the end of each quarter and at year-end the Company evaluates its inventory based on i) its current operating plan to estimate the demand of inventories based on market environment, current portfolio of customers and upcoming purchase orders from customers, ii) full count of inventory at year end and 80% coverage count on a quarterly basis to identify if there are any inventories that are not sold in the operating business cycle, have slow movement and/or are obsolete, iii) assessing whether the costs of individual line items in inventory are greater than net realizable value and should be impaired. Inventory is evaluated and adjusted for excess or obsolete quantities when conditions exist to indicate that inventories are likely to be more than anticipated demand or are obsolete based upon the Company’s assumptions about future demand for its products. On October 8, 2022, the Company incurred a casualty loss. The Company performed a physical inventory count of all inventories on January 19, 2023, accounting for a casualty loss of $1,376 related to a flood in the Beaumont warehouse. The Company did not identify material count discrepancies between its inventory count and its corresponding inventory/financial accounting records and did not identify any material weakness in controls for inventories as of December 31, 2022. This amount is offset by insurance recoveries of $1,221, resulting in a net $155 of casualty losses, net of recoveries presented on the consolidated statement of operations. Of the $1,221 in insurance recoveries, $225 was received in cash in December 2022 and the remaining $996 was received in cash in January 2023.At the end of each quarter, the Company reviews short-term and long-term classification of inventories related to infrared cameras, as well as to replacement, maintenance and spare parts. Using similar analyses and sources of information as for the inventory write down to net realizable value assessment, the Company makes the following determinations: ● The Company classifies as short-term inventories that are expected to be sold in the subsequent twelve months. ● The Company recognizes an inventory write down for inventories that cannot be sold in the market and net realizable value is below cost. ● The Company classifies as long-term inventories the inventories that are not expected to be sold in the following twelve months but for which ones there is an active market, and the Company has not identified any indicator of impairment. For the year ended December 31, 2023, the Company updated its operating plan and recorded an inventory write down of $1,689, which were charged to costs of goods sold in the Consolidated Statements of Operations, primarily related to products that are not expected to be sold, based on customer demand and current market conditions. No inventory write down was recognized for the year ended December 31, 2022. |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant, and equipment is recorded at cost and is depreciated on the straight-line basis over its estimated useful life. Upon retirement or sale, the cost of assets disposed, and the related accumulated depreciation are removed from the accounts and any resulting gain or loss is credited or charged to operating income (loss). Expenditures for major additions and improvements are capitalized and minor replacements, maintenance, and repairs are charged to expense as incurred. All property, plant, and equipment is depreciated (to the extent of estimated salvage values) on the straight-line method based on estimated useful lives of the assets as follows: Assets Estimated Useful Life Vehicles 5 years Buildings 25-39 years Computer equipment 3-5 years Furniture and fixtures 7 years Machinery and equipment 4-7 years |
Capitalized Software | Capitalized Software The Company capitalizes certain internal and external costs incurred to acquire or create internal use software in the development stage. Internal costs capitalized are directly attributable to the development of the software. Capitalized software is included in property, plant and equipment and is amortized over 5 years on the straight-line method once development is complete. |
Advertising | Advertising The Company expenses advertising costs as incurred. Advertising costs were $345 and $609 for the years ended December 31, 2023, and 2022, respectively. |
Impairment | Impairment Long-Lived Assets The Company reviews the carrying value of property, plant and equipment and other long-lived assets for impairment whenever events and circumstances indicate that the carrying value of an asset may not be recoverable. If a long-lived asset is tested for recoverability and the undiscounted estimate future cash flows expected to result from the use and eventual disposition of the asset is less than the carrying amount of the asset, the asset cost is adjusted to fair value and an impairment loss is recognized as the amount by which the carrying amount of a long-lived asset exceeds its fair value. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary. No impairment was recognized for the years ended December 31, 2023, and 2022. |
Leases | Leases Leases are accounted under ASC 842, Leases. The Company’s lease portfolio consists of real estate leases. Some leases have the option to extend or terminate the lease and the Company recognizes these terms when it is reasonably certain that the option will be exercised. As a lessee, the Company determines if an arrangement is a lease at commencement. The Right-of-Use (ROU) lease assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments related to the lease. Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. We use incremental borrowing rates based on information available at the commencement date to determine the present value of our lease payments. The Company leases relate to its corporate office and production facilities. As of December 31, 2023, and 2022, all leases are classified as operating leases. |
Income Taxes | Income Taxes The Company accounts for income taxes under the asset and liability method in accordance with ASC 740, Income Taxes The Company recognizes the effect of income tax positions only if those positions are more likely than not to be sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. The Company does not have any uncertain tax positions that require recognition or measurement in the Company’s consolidated financial statements. The Company recognizes interest and penalties related to unrecognized tax benefits on the income tax expense line in the accompanying consolidated statement of operations. Accrued interest and penalties are included on the related tax liability line in the consolidated balance sheet. ASC 740, “Income Taxes,” requires the Company to reduce its deferred tax assets by a valuation allowance if, based on the weight of the available evidence, it is more likely than not that all or a portion of a deferred tax asset will not be realized. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that all or a portion of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income of appropriate character during the periods in which those temporary differences become deductible. Management considers the weight of available evidence, both positive and negative, including the scheduled reversal of deferred tax assets and liabilities (including the impact of available carryback and carryforward periods), projected future taxable income, and tax planning strategies in making this assessment. To the extent the Company believes that it does not meet the test that recovery is more likely than not, it establishes a valuation allowance. To the extent that the Company establishes a valuation allowance or changes this allowance in a period, it adjusts the tax provision or tax benefit in the consolidated statement of operations. Management uses its best judgment in determining provisions or benefits for income taxes, and any valuation allowance recorded against previously established deferred tax assets. The Company has measured the value of deferred tax assets for the year ended December 31, 2023, based on the cumulative weight of positive and negative evidence that exists as of the date of the financial statements. Should the cumulative weight of all available positive and negative evidence change in the forecast period, the expectation of realization of deferred tax assets existing as of December 31, 2023, prospectively may change. As a result, the Company established a valuation allowance based on the weight of available evidence, both positive and negative, including results of recent and current operations and our estimates of future taxable income or loss. In order to determine the amount of deferred tax assets or liabilities, as well as the valuation allowances, the Company used estimates and assumptions regarding future taxable income and other business considerations. Changes in these estimates and assumptions, including changes in tax laws and other changes impacting the ability to recognize the underlying deferred tax assets, could require adjustments to the valuation allowances. |
Shared-Based Compensation | Shared-Based Compensation The Company issues share-based awards to certain employees and non-employees in the form of stock options, which are measured at fair value at the date of grant. The fair value determined at the grant date and is expensed on a straight-line basis over the vesting period. The share-based awards are classified as equity. Share-based compensation expense is included within selling and general administrative expense in the consolidated statements of operations. The Company estimates grant date fair value using the Black-Scholes-Merton option-pricing model. The use of a valuation model requires management to make certain assumptions with respect to selected model inputs. The Company grants stock options at exercise prices determined equal to the fair value of common stock on the date of the grant. The fair value of the Company’s common stock is based on the Company’s historical financial performance and observable arms-length sales of the Company’s capital stock. The expected term represents the period that the share-based awards are expected to be outstanding. The stock option grants are “plain vanilla” and the Company determines the expected term using the simplified method as provided by the Securities and Exchange Commission. The simplified method deems the term to be the average of the time-to-vesting and the contractual life of the options. The risk-free rate for the expected term of the options is based on the U.S. Treasury yield curve at the date of the grant. Forfeitures are recognized as they occur (Note 10). |
Contingencies | Contingencies The Company accrues costs relating to litigation claims and other contingent matters when such liabilities become probable and reasonably estimable. Such estimates may be based on advice from third parties or on management’s judgment, as appropriate. Revisions to contingent liabilities are reflected in the consolidated statements of operations in the period in which different facts or information become known or circumstances change that affect the Company’s previous judgments with respect to the likelihood or amount of loss. Amounts paid upon the ultimate resolution of contingent liabilities may be materially different from previous estimates and could require adjustments to the estimated reserves to be recognized in the period such new information becomes known. In circumstances where the most likely outcome of a contingency can be reasonably estimated, the Company accrues a liability for that amount. Where the most likely outcome cannot be estimated, a range of potential losses is established and if no one amount in that range is more likely than others, the low end of the range is accrued. |
Fair Value | Fair Value The Company uses valuation approaches that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. A three-tiered hierarchy is established as a basis for considering such assumptions and for inputs used in the valuation methodologies in measuring fair value. This hierarchy requires that the Company use observable market data, when available, and minimize the use of unobservable inputs when determining fair value: ● Level 1: observable inputs such as quoted prices in active markets; ● Level 2: inputs other than the quoted prices in active markets that are observable either directly or indirectly; and ● Level 3: unobservable inputs in which there is little or no market data, which requires that the Company develop its own assumptions. |
Deferred transaction costs | Deferred transaction costs Deferred transaction costs represent amounts paid for legal, consulting, and other offering expenses in conjunction with the future raising of additional capital to be performed within one year. These costs are netted against additional paid-in capital after the Merger was complete. |
Tariff refund | Tariff refund Tariff refund includes refunds from the U.S. Customs and Border Protection (“CBP”) resulting from overpayment of customs duties, taxes, and fees. |
New Accounting Pronouncements | New Accounting Pronouncements Recently Adopted Accounting Standards 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, which amends the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. As the Company is a smaller reporting company, ASU 2016-13 is effective for the Company’s annual reporting periods, and interim periods within those years, beginning after December 15, 2022, and requires a cumulative effect adjustment to the balance sheet as of the beginning of the first reporting period in which the guidance is effective. In April 2019, the FASB issued ASU 2019-04, Codification Improvements Financial Instruments-Credit Losses (Topic 326). ASU 2019-04 provides narrow-scope amendments to help apply ASU 2016-13 and is effective with the adoption of ASU 2016-13. The Company adopted ASU 2016-13 and ASU 2019-04 on January 1, 2023, and it did not have a material impact on its financial statements. Recently Issued Accounting Standards Not Yet Adopted In November 2023, the FASB issued Accounting Standards Update No. 2023-07, Segment Reporting - Improvements to Reportable Segment Disclosures. The amendments require disclosure of incremental segment information on an annual and interim basis. The amendments also require companies with a single reportable segment to provide all disclosures required by this amendment and all existing segment disclosures in Accounting Standards Codification 280, Segment Reporting. The amendments are effective for fiscal years beginning after December 15, 2023, and interim periods beginning after December 15, 2024. The Company does not expect the adoption of the amendments to have a material impact on its financial statements. In December 2023, the FASB issued Accounting Standards Update No. 2023-09, Income Taxes - Improvements to Income Tax Disclosures. The amendments require (i) enhanced disclosures in connection with an entity’s effective tax rate reconciliation and (ii) income taxes paid disaggregated by jurisdiction. The amendments are effective for annual periods beginning after December 15, 2024. The Company does not expect the adoption of the amendments to have a material impact on its financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Summary of Significant Accounting Policies | |
Summary of revenue based upon the customers country of origin | 2023 2022 United States $ 4,361 $ 5,813 International 1,069 1,455 Total revenue, net $ 5,430 $ 7,268 |
Schedule of estimated useful lives of property, plant, and equipment | Assets Estimated Useful Life Vehicles 5 years Buildings 25-39 years Computer equipment 3-5 years Furniture and fixtures 7 years Machinery and equipment 4-7 years |
Reverse Recapitalization (Table
Reverse Recapitalization (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Reverse Recapitalization | |
Reconciliation of elements of Merger to cash flows | The following table reconciles the elements of the Merger to the consolidated statement of cash flows for the year ended December 31, 2023: Recapitalization and associated transactions Cash (Trust) $ 17,996 Redemptions (16,430) Less: fees to underwriters and advisors (3,910) Net cash due to Merger recapitalization (2,344) Issuance of Financing notes 4,481 Net cash received from Financing transaction and Merger recapitalization $ 2,137 |
Schedule of outstanding shares of common stock | The number of outstanding shares of common stock of the Company as of December 31, 2023, is summarized as follows: Shares by Type Number of shares ICI Class A Common Stock outstanding previous to the Merger 8,265,144 Number of Shares issued at the date of the business combination (Recapitalization) SMAP Class A Common Stock outstanding previous to the Merger 5,184,944 Less: Redemption of SMAP Class A previous to the Merger (1,493,265) Total Class A Shares issued to former SMAP shareholders 3,691,679 Number of Basic Share issued at the Merger and Total Common Stock as of December 31, 2023 11,956,823 |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Revenue | |
Summary of company's revenue, net disaggregated by type of product and service | 2023 2022 Product sales $ 4,270 $ 6,681 Software as a service and related services 784 348 Ancillary services 376 239 Total revenue $ 5,430 $ 7,268 |
Summary of change in contract liabilities | Contract liabilities Balance at January 1, 2022 $ 75 Prepayments 570 Revenue recognition (348) Balance at December 31, 2022 297 Prepayments 2,552 Revenue recognition (784) Balance at December 31, 2023 $ 2,065 Contract liabilities, noncurrent 121 |
Summary of change in accounts receivables allowance | December 31, 2023 2022 Beginning balance $ 290 $ 145 Reversal of account receivables allowance (304) (13) Bad debt expense 194 158 Ending balance $ 180 $ 290 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment | |
Summary of Company's property, plant and equipment | December 31, 2023 2022 Vehicles $ 354 $ 386 Buildings 43 43 Computer equipment 25 23 Furniture and fixtures 3 3 Machinery and equipment 1,404 1,140 Internal-use software 3,126 1,851 Property, plant and equipment, gross $ 4,955 $ 3,446 Less: accumulated depreciation (1,871) (1,020) Property, plant and equipment, net $ 3,084 $ 2,426 |
Other Current Assets (Tables)
Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Other Current Assets | |
Summary of Company's other current assets | December 31, 2023 2022 Deposits $ 1,209 $ 1,962 Prepaid expenses 683 102 Other receivables 39 1,011 Total other current assets $ 1,931 $ 3,075 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Inventories | |
Summary of inventories | December 31, 2023 2022 Infrared cameras $ 4,955 $ 5,904 Replacement, maintenance, and spare parts 1,975 3,730 Inventories, current $ 6,930 $ 9,634 Infrared cameras $ 389 $ — Replacement, maintenance, and spare parts 254 — Inventories, noncurrent $ 643 $ — Total inventories $ 7,573 $ 9,634 |
Summary of amount of inventory write-downs to net realizable value | December 31, 2023 2022 Amount of inventory write-down to net realizable value $ 1,689 $ — |
Accrued Expense (Tables)
Accrued Expense (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accrued Expense | |
Summary of accrued expenses | December 31, 2023 2022 Professional fees $ 3,298 $ 1,705 Salaries and wages 121 615 Interest payable 70 184 Taxes payable — 54 Other 54 6 Total accrued expense $ 3,543 $ 2,564 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Debt | |
Schedule of aggregate principal repayments of total debt for the next five years | As of December 31, 2023, aggregate principal repayments of total debt for the next five years were as follows: 2024 $ 1,397 2025 — 2026 — 2027 6,805 2028 — Thereafter — $ 8,202 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Compensation | |
Summary of weighted average assumptions for grant date fair value of each option award | 2023 2022 Valuation assumptions: Exercise price per share $ 74.73 $ 74.73 Expected term (in years) 6.0 6.0 Expected share volatility 39.14 % 37.07 % Expected dividend yield — — Risk free rate 4.12 % 3.16 % |
Summary of stock option activity | Weighted Weighted Aggregate Number of average average Intrinsic shares exercise price remaining term Value Balance at January 1, 2022 123,804 $ 67.66 9.3 $ — Granted 30,956 74.56 — — Exercised — — — — Forfeited (35,634) 71.87 — Expired (10,260) 72.80 — — Balance at December 31, 2022 108,866 $ 67.69 7.2 $ — Exercisable at December 31, 2022 — — — — Weighted Weighted Aggregate Number of average average Intrinsic shares exercise price remaining term Value Balance at January 1, 2023 108,866 $ 67.69 7.2 $ — Granted 2,050 74.73 — — Exercised (110,916) 74.73 — — Forfeited — — — Expired — — — — Balance at December 31, 2023 — $ — — $ — Exercisable at December 31, 2023 — — — — |
Summary of Restricted stock units outstanding | Weighted Number Average Grant of shares Date Fair Value Non-vested at January 1, 2023 — $ — Granted 1,886,166 6.82 Exercised — — Forfeited — — Expired — — Nonvested at December 31, 2023 1,886,166 $ 6.82 |
Earnings (loss) per Share (Tabl
Earnings (loss) per Share (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Earnings (loss) per Share | |
Schedule of computation of basic and diluted earnings (loss) per share | 2023 2022 Numerator: Basic and Diluted Net loss attributable to common stockholders $ (22,268) $ (13,290) Denominator: Weighted average number of shares: Basic - Common Stock 6,257,476 5,292,384 Add: Dilutive effects, as shown separately below Unvested Stock Options — — Diluted - Common Stock 6,257,476 5,292,384 Basic Net loss per share attributable to common stockholders $ (3.56) $ (2.51) Diluted Net loss per share attributable to common stockholders $ (3.56) $ (2.51) |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases | |
Schedule of supplemental Consolidated Balance Sheet information for operating leases | December 31, 2023 2022 Assets Right-of-use assets, net $ 129 $ 103 Liabilities Right-of-use liabilities, current 138 103 |
Schedule of components of operating lease expense | December 31, 2023 2022 Components operating lease cost Operating lease cost $ 134 $ 102 Short-term leases 40 124 December 31, 2023 2022 Weighted-average remaining lease term (years) 0.9 0.9 Weighted-average discount rate 8 % 8 % December 31, 2023 2022 Right of use assets obtained in exchange for lease liabilities $ 376 $ 198 Cash paid for amounts included in the measurement of lease liabilities 163 105 Cash paid for short term operating leases Operating lease payments 40 124 |
Schedule of maturities of operating lease liabilities for continuing operations | Maturities of operating lease liabilities for continuing operations under the new lease standard as of December 31, 2023, are as follows: For the twelve months ending December 31, 2024 $ 142 2025 — 2026 — 2027 — 2028 — Thereafter — Total operating lease payments $ 142 Less: imputed interest (4) Present value of operating lease liabilities $ 138 |
Income taxes (Tables)
Income taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income taxes | |
Schedule of components of provision (benefit) for income taxes | 2023 2022 Current: Federal $ 272 $ — State 7 5 Total current 279 5 Deferred: Federal (71) 1,096 State — 104 Total deferred (71) 1,200 Total income tax provision $ 208 $ 1,205 |
Schedule of deferred tax (liabilities) assets, net | 2023 2022 Deferred Tax Assets: Impairment $ 1,134 $ 1,147 Accruals 107 108 Reserves 52 75 Interest carryforward 31 31 Net operating losses 3,849 2,387 Other 60 40 Financial instruments 1,392 — Start-up costs 982 — UNICAP 263A 175 395 Valuation allowance (7,011) (3,583) Total deferred tax assets $ 771 600 Deferred Tax Liabilities : Prepaid Expense $ (162) (24) Other (30) (157) Depreciation (597) (509) Total deferred tax liabilities (789) (690) Deferred tax (liabilities) assets, net $ (18) $ (90) |
Schedule of total provision (benefit) for income taxes varies from federal statutory rate | 2023 2022 Loss before income tax expense $ (22,060) $ (12,085) Statutory tax rate 21 % 21 % Income tax (benefit) expense at federal statutory rate (4,633) (2,538) Increase (decrease) resulting from: Permanent differences 2,300 494 State income tax, net of federal benefit (177) (343) Valuation allowance 3,428 3,583 Other, net (710) 9 Income tax expense 208 1,205 Current income tax expense 279 5 Deferred income tax (benefit) (71) 1,200 Total $ 208 $ 1,205 |
Schedule of changes in valuation allowance | 2023 2022 Balance, beginning of the year $ 3,583 $ — Additions to valuation allowance 3,428 3,583 Balance, end of the year 7,011 3,583 |
Schedule of reconciliation of unrecognized tax benefits | 2023 2022 Balance, beginning of the year $ — $ — Additions — — Balance, end of the year — — |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Warrants | |
Fair Value Measurements | |
Schedule of fair value using significant unobservable inputs | Fair Value Assumption – Warrants December 31, 2023 Exercise Price $ 11.50 Warrant term 4.97 years Maturity date 12/19/2028 Stock Price $ 3.35 Risk rate 3.75 % Volatility 33.29 % |
Financing Note | |
Fair Value Measurements | |
Schedule of fair value using significant unobservable inputs | Fair Value Assumption – Financing Note December 31, 2023 Principal $ 6,805 Discount rate 20.00 % Note term 2.97 years Stock Price $ 3.35 Maturity date 12/19/2026 Risk rate 3.92 % Volatility 32.49 % |
Organization and Business Ope_2
Organization and Business Operations (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 19, 2023 USD ($) shares | Oct. 21, 2021 USD ($) $ / shares shares | Dec. 31, 2023 USD ($) | |
Financial Support for Nonconsolidated Legal Entity [Line Items] | |||
Amount of transaction costs | $ 3,910 | ||
Warrants issued in connection with business combination | shares | 340,250 | ||
Legacy SMAP | |||
Financial Support for Nonconsolidated Legal Entity [Line Items] | |||
Trust account net of redemptions | $ 2,137 | ||
Amount of transaction costs | $ 3,910 | ||
Initial Public Offering | |||
Financial Support for Nonconsolidated Legal Entity [Line Items] | |||
Underwriting commissions | $ 2,300 | ||
Other offering costs | 523 | ||
Allocated to temporary equity | 2,686 | ||
Allocated to additional paid-in capital | 137 | ||
Amount of transaction costs | $ 2,823 | ||
Initial Public Offering | Legacy SMAP | |||
Financial Support for Nonconsolidated Legal Entity [Line Items] | |||
Sale of units, net of underwriting discounts (in shares) | shares | 11,500,000 | ||
Purchase price, per unit | $ / shares | $ 10 | ||
Proceeds from issuance initial public offering | $ 115,000 | ||
Underwriting commissions | 2,300 | ||
Other offering costs | 523 | ||
Allocated to temporary equity | 2,687 | ||
Allocated to additional paid-in capital | 137 | ||
Amount of transaction costs | $ 2,823 | ||
Over allotment option | Legacy SMAP | |||
Financial Support for Nonconsolidated Legal Entity [Line Items] | |||
Sale of units, net of underwriting discounts (in shares) | shares | 1,500,000 | ||
Private placement | Private Placement Warrants | Legacy SMAP | |||
Financial Support for Nonconsolidated Legal Entity [Line Items] | |||
Number of shares received by the holder | shares | 675,000 | ||
Price of warrant | $ / shares | $ 10 | ||
Proceeds from private placement units | $ 6,750 | ||
Legacy SMAP | |||
Financial Support for Nonconsolidated Legal Entity [Line Items] | |||
Shares exchange ratio in business combination | 10.2776 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Warrants (Details) - shares | Dec. 19, 2023 | Dec. 31, 2023 |
Class of Warrant or Right [Line Items] | ||
Warrants outstanding | 9,131,250 | |
Warrants issued in connection with business combination | 340,250 | |
Public Warrants | Initial Public Offering | ||
Class of Warrant or Right [Line Items] | ||
Warrants outstanding | 8,625,000 | |
Private Placement Warrants | Initial Public Offering | ||
Class of Warrant or Right [Line Items] | ||
Warrants outstanding | 506,250 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Segments and geographical information (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 USD ($) segment | Dec. 31, 2022 USD ($) | |
Revenue based upon the customers country of origin | ||
Number of operating segments | segment | 1 | |
Total revenue, net | $ 5,430 | $ 7,268 |
United States | ||
Revenue based upon the customers country of origin | ||
Total revenue, net | $ 4,361 | 5,813 |
Percentage of assets | 100% | |
International | ||
Revenue based upon the customers country of origin | ||
Total revenue, net | $ 1,069 | $ 1,455 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Revenue Recognition (Details) | 12 Months Ended |
Dec. 31, 2023 item | |
Product Sales | |
Revenue Recognition | |
Number of performance obligations | 1 |
Product Sales | Minimum | |
Revenue Recognition | |
Period for collection of receivables | 30 days |
Product Sales | Maximum | |
Revenue Recognition | |
Period for collection of receivables | 90 days |
Software as a Service ("SaaS") and Related Services | |
Revenue Recognition | |
Number of performance obligations | 1 |
Software as a Service ("SaaS") and Related Services | Minimum | |
Revenue Recognition | |
Contract period for subscription services | 12 months |
Software as a Service ("SaaS") and Related Services | Maximum | |
Revenue Recognition | |
Contract period for subscription services | 36 months |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Product Warranties (Details) | 12 Months Ended |
Dec. 31, 2023 | |
Summary of Significant Accounting Policies | |
Product warranty term | 1 year |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Customer Concentration (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 USD ($) customer | Dec. 31, 2022 USD ($) customer | |
Accounts receivable | ||
Customer Concentration | ||
Number of customers | customer | 1 | 2 |
Accounts receivable | Customer concentration risk | Customer 1 | ||
Customer Concentration | ||
Concentration risk (as a percent) | 82% | 21% |
Amount of concentration risk | $ 2,011 | $ 317 |
Accounts receivable | Customer concentration risk | Customer 2 | ||
Customer Concentration | ||
Concentration risk (as a percent) | 10% | |
Amount of concentration risk | $ 151 | |
Revenue | ||
Customer Concentration | ||
Number of customers | customer | 1 | 2 |
Revenue | Customer concentration risk | Customer 1 | ||
Customer Concentration | ||
Concentration risk (as a percent) | 11% | |
Amount of concentration risk | $ 799 | |
Revenue | Customer concentration risk | Customer 2 | ||
Customer Concentration | ||
Concentration risk (as a percent) | 44% | 6% |
Amount of concentration risk | $ 2,374 | $ 436 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Summary of Significant Accounting Policies | ||
Restricted Cash | $ 0 | $ 0 |
Summary of Significant Accou_10
Summary of Significant Accounting Policies - Offering Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Oct. 21, 2021 | Dec. 31, 2023 | |
Subsidiary, Sale of Stock [Line Items] | ||
Transaction costs | $ 3,910 | |
Transaction costs related to business combination reduced from APIC | $ 7,595 | |
Initial Public Offering | ||
Subsidiary, Sale of Stock [Line Items] | ||
Transaction costs | $ 2,823 | |
Underwriting commissions | 2,300 | |
Other offering costs | 523 | |
Allocated to temporary equity | 2,686 | |
Allocated to additional paid-in capital | $ 137 |
Summary of Significant Accou_11
Summary of Significant Accounting Policies - Inventories (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Oct. 08, 2022 | Jan. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Summary of Significant Accounting Policies | |||||
Percentage of coverage count on a quarterly basis considered for inventory evaluation | 80% | ||||
Casualty loss on inventories due to floods | $ 1,376 | ||||
Insurance recoveries | 1,221 | ||||
Net casualty loss on inventories due to floods | $ 155 | $ 155 | |||
Insurance recoveries received in cash | $ 996 | $ 225 | |||
Inventory write down | $ 1,689 | $ 0 | |||
Impairment on inventories | $ 1,689 |
Summary of Significant Accou_12
Summary of Significant Accounting Policies - Property, Plant and Equipment (Details) | Dec. 31, 2023 |
Vehicles | |
Property, Plant and Equipment | |
Estimated useful life of property, plant and equipment | 5 years |
Buildings | Minimum | |
Property, Plant and Equipment | |
Estimated useful life of property, plant and equipment | 25 years |
Buildings | Maximum | |
Property, Plant and Equipment | |
Estimated useful life of property, plant and equipment | 39 years |
Computer equipment | Minimum | |
Property, Plant and Equipment | |
Estimated useful life of property, plant and equipment | 3 years |
Computer equipment | Maximum | |
Property, Plant and Equipment | |
Estimated useful life of property, plant and equipment | 5 years |
Furniture and fixtures | |
Property, Plant and Equipment | |
Estimated useful life of property, plant and equipment | 7 years |
Machinery and equipment | Minimum | |
Property, Plant and Equipment | |
Estimated useful life of property, plant and equipment | 4 years |
Machinery and equipment | Maximum | |
Property, Plant and Equipment | |
Estimated useful life of property, plant and equipment | 7 years |
Summary of Significant Accou_13
Summary of Significant Accounting Policies - Capitalized Software, Advertising, Impairment (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Summary of Significant Accounting Policies | ||
Useful life of capitalized software | 5 years | |
Advertising costs | $ 345 | $ 609 |
Impairment charges on long lived assets | $ 0 | $ 0 |
Summary of Significant Accou_14
Summary of Significant Accounting Policies - New Accounting Pronouncements (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Summary of Significant Accounting Policies | ||
Right-of-use assets, net | $ 129 | $ 103 |
Right-of-use liabilities, current | $ 138 | $ 103 |
Reverse Recapitalization - Reco
Reverse Recapitalization - Reconciliation of elements of Merger to cash flows (Details) - Legacy SMAP $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Reverse Recapitalization | |
Cash (Trust) | $ 17,996 |
Redemptions | (16,430) |
Less: fees to underwriters and advisors | (3,910) |
Net cash due to Merger recapitalization | (2,344) |
Issuance of Financing notes | 4,481 |
Net cash received from Financing transaction and Merger recapitalization | $ 2,137 |
Reverse Recapitalization - Comp
Reverse Recapitalization - Components of outstanding shares of common stock (Details) - shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Reverse Recapitalization | ||
Number of Basic Share issued at the Merger and Total Common Stock as of December 31, 2023 | 11,956,823 | 5,292,384 |
Class A Common Stock | ||
Reverse Recapitalization | ||
Number of Basic Share issued at the Merger and Total Common Stock as of December 31, 2023 | 11,956,823 | 5,292,384 |
Legacy SMAP | Class A Common Stock | ||
Reverse Recapitalization | ||
Class A Common Stock outstanding previous to the Merger | 5,184,944 | |
Number of Shares issued at the date of the business combination | 3,691,679 | |
Redemption of S M A P Class A previous to the Merger | (1,493,265) | |
Legacy ICI | Class A Common Stock | ||
Reverse Recapitalization | ||
Class A Common Stock outstanding previous to the Merger | 8,265,144 |
Reverse Recapitalization - Narr
Reverse Recapitalization - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 19, 2023 | Dec. 31, 2023 | |
Reverse Recapitalization | ||
Assets recorded at Merger, Goodwill and Intangible assets | $ 0 | |
Transaction costs related to business combination | $ 7,595 | |
Outstanding shares prior to merger, converted during Merger | 804,194 | |
Common stock earnout shares | 2,400,000 | |
Market price | $ 12.50 | |
Revenue from earnout provision | $ 68,500 |
Reverse Recapitalization - Fina
Reverse Recapitalization - Financing Transaction (Details) $ / shares in Units, $ in Millions | 12 Months Ended |
Dec. 31, 2023 USD ($) D $ / shares shares | |
Financing warrants | |
Reverse Recapitalization | |
Exercise price of warrants | $ / shares | $ 11.50 |
Financing Notes | |
Reverse Recapitalization | |
Principal amount | $ | $ 6.8 |
Cash proceeds | $ | $ 4.5 |
Conversion price | $ / shares | $ 10 |
Interest rate | 9% |
Interest payable in shares (in percent) | 11% |
Number of consecutive trading day period to determine volume-weighted average closing sale price | D | 30 |
Volume-weighted average closing sale price | $ / shares | $ 1 |
Interest rate in the event of default (in percent) | 15% |
Shares issued | shares | 680,500 |
Financing Notes | Financing warrants | |
Reverse Recapitalization | |
Number of warrants issued | shares | 340,250 |
Exercise price of warrants | $ / shares | $ 11.50 |
Legacy SMAP | Financing Notes | |
Reverse Recapitalization | |
Cash proceeds | $ | $ 1.3 |
Legacy ICI | Financing Notes | |
Reverse Recapitalization | |
Cash proceeds | $ | $ 1 |
Revenue - Company's revenue, ne
Revenue - Company's revenue, net disaggregated by type of product and service (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Revenue | ||
Total revenue | $ 5,430 | $ 7,268 |
Product Sales | ||
Revenue | ||
Total revenue | 4,270 | 6,681 |
Software as a service and related services | ||
Revenue | ||
Total revenue | 784 | 348 |
Ancillary Services | ||
Revenue | ||
Total revenue | 376 | 239 |
Point in time | ||
Revenue | ||
Total revenue | 4,646 | 6,920 |
Over time | ||
Revenue | ||
Total revenue | $ 784 | $ 348 |
Revenue - Contract Liabilities
Revenue - Contract Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Change in contract liabilities | ||
Beginning balance | $ 297 | $ 75 |
Prepayments | 2,552 | 570 |
Revenue recognition | (784) | (348) |
Ending balance | 2,065 | 297 |
Contract liabilities, non-current | $ 121 | $ 10 |
Software as a service and related services | Minimum | ||
Revenue | ||
Contract period of SaaS subscriptions and related services | 12 months | |
Software as a service and related services | Maximum | ||
Revenue | ||
Contract period of SaaS subscriptions and related services | 36 months |
Revenue - Remaining performance
Revenue - Remaining performance obligations (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Remaining performance obligations | |
Remaining performance obligations | $ 2,065 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |
Remaining performance obligations | |
Remaining performance obligations | $ 1,944 |
Period for completing remaining performance obligations | 12 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | |
Remaining performance obligations | |
Remaining performance obligations | $ 121 |
Period for completing remaining performance obligations | 37 months |
Revenue - Accounts receivables
Revenue - Accounts receivables allowance (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Changes in accounts receivables allowance | ||
Beginning balance | $ 290 | $ 145 |
Reversal of account receivables allowance | (304) | (13) |
Bad debt expense | 194 | 158 |
Ending balance | $ 180 | $ 290 |
Property, Plant and Equipment_2
Property, Plant and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment | ||
Property, plant and equipment, gross | $ 4,955 | $ 3,446 |
Less: accumulated depreciation | (1,871) | (1,020) |
Property, plant and equipment, net | 3,084 | 2,426 |
Depreciation | 872 | 561 |
Vehicles | ||
Property, Plant and Equipment | ||
Property, plant and equipment, gross | 354 | 386 |
Buildings | ||
Property, Plant and Equipment | ||
Property, plant and equipment, gross | 43 | 43 |
Computer equipment | ||
Property, Plant and Equipment | ||
Property, plant and equipment, gross | 25 | 23 |
Furniture and fixtures | ||
Property, Plant and Equipment | ||
Property, plant and equipment, gross | 3 | 3 |
Machinery and equipment | ||
Property, Plant and Equipment | ||
Property, plant and equipment, gross | 1,404 | 1,140 |
Internal-use software | ||
Property, Plant and Equipment | ||
Property, plant and equipment, gross | $ 3,126 | $ 1,851 |
Other Current Assets (Details)
Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Other Current Assets | ||
Deposits | $ 1,209 | $ 1,962 |
Prepaid expenses | 683 | 102 |
Other receivables | 39 | 1,011 |
Total other current assets | $ 1,931 | $ 3,075 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Inventories | ||
Infrared cameras | $ 4,955 | $ 5,904 |
Replacement, maintenance, and spare parts | 1,975 | 3,730 |
Inventories, current | 6,930 | 9,634 |
Infrared cameras | 389 | |
Replacement, maintenance, and spare parts | 254 | |
Inventories, noncurrent | 643 | |
Total inventories | 7,573 | 9,634 |
Impairment on inventories | 1,689 | |
Inventory write down | $ 1,689 | $ 0 |
Inventories - Write-downs to ne
Inventories - Write-downs to net realizable value (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Inventories | |
Amount of inventory write-down to net realizable value | $ 1,689 |
Accrued Expense (Details)
Accrued Expense (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Accrued Expense | ||
Professional fees | $ 3,298 | $ 1,705 |
Salaries and wages | 121 | 615 |
Interest payable | 70 | 184 |
Taxes payable | 54 | |
Other | 54 | 6 |
Total accrued expense | $ 3,543 | $ 2,564 |
Debt - Line of Credit (Details)
Debt - Line of Credit (Details) - USD ($) $ in Thousands | 1 Months Ended | 11 Months Ended | 12 Months Ended | |||||||||
Jan. 22, 2023 | Jul. 12, 2022 | Apr. 02, 2021 | Dec. 31, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | May 31, 2022 | Mar. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Wells Fargo | ||||||||||||
Line of Credit | ||||||||||||
Amount borrowed | $ 1,400 | |||||||||||
Amount repaid | $ 1,400 | |||||||||||
B1 Bank | ||||||||||||
Line of Credit | ||||||||||||
Amount borrowed | $ 900 | |||||||||||
Amount repaid | $ 900 | |||||||||||
Revolving credit agreement | Wells Fargo | ||||||||||||
Line of Credit | ||||||||||||
Maximum credit commitment | $ 0 | $ 15,000 | ||||||||||
Fee (as a percent) | 0.375% | |||||||||||
Amount borrowed | $ 1,000 | $ 400 | ||||||||||
Amount repaid | $ 1,400 | |||||||||||
Interest expense | 10 | |||||||||||
Termination fees | $ 51 | |||||||||||
Revolving credit agreement | Wells Fargo | Federal Funds Rate | ||||||||||||
Line of Credit | ||||||||||||
Interest rate basis spread | 0.50% | |||||||||||
Revolving credit agreement | Wells Fargo | Daily Floating LIBOR | ||||||||||||
Line of Credit | ||||||||||||
Interest rate basis spread | 1% | |||||||||||
Revolving credit agreement | Wells Fargo | LIBOR | ||||||||||||
Line of Credit | ||||||||||||
Interest rate basis spread | 2% | |||||||||||
Revolving credit agreement | B1 Bank | ||||||||||||
Line of Credit | ||||||||||||
Maximum credit commitment | $ 3,000 | |||||||||||
Interest rate applicable to Credit Agreement | 8.50% | |||||||||||
Amount borrowed | $ 600 | $ 300 | ||||||||||
Amount repaid | $ 900 | |||||||||||
Interest expense | $ 52 |
Debt - Shareholder Promissory N
Debt - Shareholder Promissory Note (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
May 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Jul. 14, 2020 | |
Debt Instrument [Line Items] | ||||
Repayments on shareholder promissory note | $ 100 | $ 100 | ||
Proceeds from shareholder promissory notes | 200 | |||
Shareholder promissory note | ||||
Debt Instrument [Line Items] | ||||
Interest rate | 0.45% | |||
Repayments on shareholder promissory note | 100 | 100 | ||
Proceeds from shareholder promissory notes | 200 | |||
Principal outstanding balance | 18,347 | |||
Accrued unpaid interest | 224 | |||
Interest Expense | $ 30 | $ 83 | ||
Shareholder promissory note | Common Class A | ||||
Debt Instrument [Line Items] | ||||
Principal amount | $ 18,247 | |||
Total face value of promissory note | 18,501 | |||
Accrued interest | $ 254 | |||
Conversion of convertible notes (in shares) | 142,028 | |||
Shareholder promissory note | Majority shareholder | ||||
Debt Instrument [Line Items] | ||||
Principal amount | $ 29,718 |
Debt - Related Party Promissory
Debt - Related Party Promissory Notes (Details) - Related Party Promissory Note - USD ($) $ in Thousands | Dec. 19, 2023 | Aug. 09, 2022 | Dec. 31, 2023 | Dec. 08, 2023 | Jun. 30, 2023 |
Debt | |||||
Proceeds from related party debt | $ 1,000 | ||||
Loss on extinguishment of debt | $ (594) | ||||
Principal amount | $ 200 | $ 375 | |||
Interest rate | 12% | ||||
Accrued unpaid interest | $ 25 |
Debt - Legacy SMAP Related Part
Debt - Legacy SMAP Related Party Promissory Notes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||||
Dec. 19, 2023 | Dec. 31, 2023 | Dec. 08, 2023 | Nov. 30, 2023 | Jun. 30, 2023 | May 31, 2023 | Apr. 30, 2023 | |
Debt Instrument [Line Items] | |||||||
Amount issued in exchange of cancellation | $ 1,000 | ||||||
Related Party Promissory Note | |||||||
Debt Instrument [Line Items] | |||||||
Operational working capital | $ 200 | $ 375 | |||||
Loss on extinguishment of debt | $ (594) | ||||||
Legacy SMAP | Related Party Promissory Note | |||||||
Debt Instrument [Line Items] | |||||||
Operational working capital | $ 1,524 | $ 1,524 | $ 1,524 | ||||
Amount issued in exchange of cancellation | 1,324 | ||||||
Loss on extinguishment of debt | $ (787) |
Debt - Convertible Notes (Detai
Debt - Convertible Notes (Details) - Convertible Notes - USD ($) $ in Thousands | 1 Months Ended | ||||||||||
Dec. 19, 2023 | Dec. 18, 2023 | Sep. 30, 2023 | Aug. 31, 2023 | Jul. 31, 2023 | Jun. 30, 2023 | May 31, 2023 | Jan. 31, 2023 | Dec. 31, 2022 | Feb. 15, 2023 | Feb. 14, 2023 | |
Debt | |||||||||||
Principal amount | $ 100 | $ 500 | $ 400 | $ 350 | $ 100 | $ 150 | $ 950 | ||||
Maturity term | 6 months | 6 months | 6 months | 6 months | 6 months | 6 months | 6 months | ||||
Interest rate | 12% | 10% | |||||||||
Discounted percentage of price per share for conversion of unpaid principal and accrued interest to share | 50% | ||||||||||
Total face value of the convertible notes | $ 2,754 | ||||||||||
Principal outstanding balance | 2,550 | ||||||||||
Accrued unpaid interest | $ 204 |
Debt - Financing Notes (Details
Debt - Financing Notes (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 19, 2023 | Dec. 31, 2023 | |
Debt Instrument [Line Items] | ||
Amount issued in exchange of cancellation | $ 1,000 | |
Share price | $ 12.50 | |
Legacy SMAP | ||
Debt Instrument [Line Items] | ||
Amount issued in exchange of cancellation | $ 1,324 | |
Financing Note | ||
Debt Instrument [Line Items] | ||
Conversion price of promissory notes | $ 10 | |
Financing Investors | Financing Note | ||
Debt Instrument [Line Items] | ||
Principal amount | $ 6,805 | |
Conversion price of promissory notes | $ 10 | |
Interest rate | 9% | |
Interest issued as shares | 11% | |
Number of trading days weighted average price of shares | 30 days | |
Financing Investors | Financing Note | Legacy SMAP | ||
Debt Instrument [Line Items] | ||
Amount issued in exchange of cancellation | $ 2,324 | |
Financing Investors | Financing Note | Event of Default | ||
Debt Instrument [Line Items] | ||
Interest rate | 15% | |
Financing Investors | Financing Note | Minimum | ||
Debt Instrument [Line Items] | ||
Share price | $ 1 |
Debt - Debt Obligations and Sch
Debt - Debt Obligations and Schedule Maturities (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Debt | |
2024 | $ 1,397 |
2027 | 6,805 |
Total | $ 8,202 |
Share-Based Compensation (Detai
Share-Based Compensation (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||||
Dec. 19, 2023 | May 31, 2021 | Dec. 31, 2020 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Oct. 09, 2020 | |
Share-Based Compensation | |||||||
Number of shares granted | 1,886,166 | ||||||
2020 Equity Incentive Plan | Employee Stock Option | |||||||
Share-Based Compensation | |||||||
Number of shares authorized | 26,500 | ||||||
Additional number of shares authorized | 40,000 | 43,257 | 40,000 | ||||
Number of share options granted | 149,757 | ||||||
Expiration term | 10 years | ||||||
Number of options granted | 2,050 | 30,956 | |||||
Fair value of options granted (in dollars per share) | $ 33.50 | $ 30.91 | |||||
Options exercised | 110,916 | 0 | |||||
Share-based compensation expense recognized in selling, general and administrative expenses | $ 845 | $ 1,197 | $ 644 | ||||
Unrecognized compensation cost related to unvested stock options granted | 0 | 1,129 | |||||
Fair value of shares vested | $ 1,197 | $ 841 | |||||
2020 Equity Incentive Plan | Employee Stock Option | Minimum | |||||||
Share-Based Compensation | |||||||
Service period for options vest and become fully exercisable | 2 years | ||||||
2020 Equity Incentive Plan | Employee Stock Option | Maximum | |||||||
Share-Based Compensation | |||||||
Service period for options vest and become fully exercisable | 4 years |
Share-Based Compensation - Weig
Share-Based Compensation - Weighted average assumptions for grant date fair value of each option award (Details) - 2020 Equity Incentive Plan - Employee Stock Option - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Valuation assumptions: | ||
Exercise price per share | $ 74.73 | $ 74.73 |
Expected term (in years) | 6 years | 6 years |
Expected share volatility | 39.14% | 37.07% |
Risk free rate | 4.12% | 3.16% |
Share-Based Compensation - Stoc
Share-Based Compensation - Stock option activity (Details) - 2020 Equity Incentive Plan - Employee Stock Option - $ / shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Number of shares | |||
Balance at beginning of the year (in shares) | 108,866 | 123,804 | |
Granted (in shares) | 2,050 | 30,956 | |
Exercised (in shares) | (110,916) | 0 | |
Forfeited (in shares) | (35,634) | ||
Expired (in shares) | (10,260) | ||
Balance at end of the year (in shares) | 108,866 | 123,804 | |
Weighted average exercise price | |||
Balance at beginning of the year (in dollars per share) | $ 67.69 | $ 67.66 | |
Granted (in dollars per share) | 74.73 | 74.56 | |
Exercised (in dollars per share) | $ 74.73 | ||
Forfeited (in dollars per share) | 71.87 | ||
Expired (in dollars per share) | 72.80 | ||
Balance at end of the year (in dollars per share) | $ 67.69 | $ 67.66 | |
Weighted average remaining term and Aggregate Intrinsic Value | |||
Weighted average remaining term (in years) | 7 years 2 months 12 days | 9 years 3 months 18 days |
Share-Based Compensation - Rest
Share-Based Compensation - Restricted stock unit activity (Details) | 12 Months Ended |
Dec. 31, 2023 $ / shares shares | |
Number of shares | |
Granted (in shares) | 1,886,166 |
Restricted Stock Units | |
Number of shares | |
Non-vested at the beginning (in shares) | 0 |
Granted (in shares) | 1,886,166 |
Exercised (in shares) | 0 |
Nonvested at the end (in shares) | 1,886,166 |
Weighted Average Grant Date Fair Value | |
Non-vested at the beginning (in dollars per share) | $ / shares | $ 0 |
Granted (in dollars per share) | $ / shares | 6.82 |
Nonvested at the end (in dollars per share) | $ / shares | $ 6.82 |
Share-Based Compensation - Re_2
Share-Based Compensation - Restricted stock unit (Details) - Restricted Stock Units - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Compensation | ||
Number of awards outstanding | 1,886,166 | 0 |
Number of awards vested | 0 | |
Granted (in dollars per share) | $ 6.82 | |
Share based compensation expense | $ 12,864 |
Shareholders Equity (Details)
Shareholders Equity (Details) | 12 Months Ended | |
Dec. 31, 2023 installment shares | Dec. 31, 2022 shares | |
Shareholders Equity | ||
Preferred stock authorized | 10,000,000 | |
Common stock authorized | 300,000,000 | 7,708,163 |
Common stock, shares issued | 11,956,823 | 5,292,384 |
Common stock, Shares outstanding | 11,956,823 | 5,292,384 |
Preferred stock, shares outstanding | 0 | |
Restricted Stock Units | ||
Shareholders Equity | ||
Monthly installments | installment | 12 | |
Class A Common Stock | ||
Shareholders Equity | ||
Common stock, shares issued | 5,292,384 | |
Common stock, Shares outstanding | 11,956,823 | 5,292,384 |
Earnings (loss) per Share - Add
Earnings (loss) per Share - Additional Information (Details) $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) $ / shares shares | |
Earnings (loss) per Share | |
Percentage of Shares Issued under award | 12% |
Public Warrants | |
Earnings (loss) per Share | |
Class of warrant or right exercise price of warrants or rights | $ / shares | $ 11.50 |
Private Placement Warrants | |
Earnings (loss) per Share | |
Class of warrant or right exercise price of warrants or rights | $ / shares | 11.50 |
Financing warrants | |
Earnings (loss) per Share | |
Class of warrant or right exercise price of warrants or rights | $ / shares | $ 11.50 |
Financing Note | |
Earnings (loss) per Share | |
Total face value of the convertible notes | $ | $ 6,805 |
Conversion price of promissory notes | $ / shares | $ 10 |
Financing Note | |
Earnings (loss) per Share | |
Shares excluded as antidilutive relating to stock options | 680,500 |
Interest payments on financing notes | |
Earnings (loss) per Share | |
Shares excluded as antidilutive relating to stock options | 2,245,650 |
Public Warrants | |
Earnings (loss) per Share | |
Shares excluded as antidilutive relating to stock options | 8,625,000 |
Earnout shares | |
Earnings (loss) per Share | |
Shares excluded as antidilutive relating to stock options | 2,400,000 |
Private Placement Warrants | |
Earnings (loss) per Share | |
Shares excluded as antidilutive relating to stock options | 506,250 |
Financing warrants | |
Earnings (loss) per Share | |
Shares excluded as antidilutive relating to stock options | 340,250 |
Earnings (loss) per Share - Com
Earnings (loss) per Share - Computation of basic and diluted earnings (loss) per share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Numerator: | ||
Net Income (Loss) | $ (22,268) | $ (13,290) |
Weighted-average shares outstanding, basic and diluted | ||
Basic - Common Stock | 6,257,476 | 5,292,384 |
Diluted - Common Stock | 6,257,476 | 5,292,384 |
Basic Net loss per share attributable to common stockholders | $ (3.56) | $ (2.51) |
Diluted Net loss per share attributable to common stockholders | $ (3.56) | $ (2.51) |
Related Party Transactions (Det
Related Party Transactions (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 USD ($) facility agreement | Dec. 31, 2022 USD ($) | |
Related Party Transaction [Line Items] | ||
Operating lease payments | $ 163 | $ 105 |
Majority shareholder | ||
Related Party Transaction [Line Items] | ||
Number of production facility leased | facility | 1 | |
Number of operating lease agreements | agreement | 3 | |
Operating lease payments | $ 163 | $ 163 |
Leases - Supplemental Consolida
Leases - Supplemental Consolidated Balance Sheet information for operating leases (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Assets | ||
Right-of-use assets, net | $ 129 | $ 103 |
Liabilities | ||
Right-of-use liabilities, current | $ 138 | $ 103 |
Leases - Components of operatin
Leases - Components of operating lease expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Components operating lease cost | ||
Operating lease cost | $ 134 | $ 102 |
Short-term leases | $ 40 | $ 124 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Leases | ||
Operating lease expense | $ 174 | $ 225 |
Leases - Remaining operating le
Leases - Remaining operating lease term and discounted rates (Details) | Dec. 31, 2023 | Dec. 31, 2022 |
Leases | ||
Weighted-average remaining lease term (years) | 10 months 24 days | 10 months 24 days |
Weighted-average discount rate | 8% | 8% |
Leases - Supplemental cash flow
Leases - Supplemental cash flow information related to leases (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Leases | ||
Right of use assets obtained in exchange for lease liabilities | $ 376 | $ 198 |
Cash paid for amounts included in the measurement of lease liabilities | 163 | 105 |
Cash paid for short term operating leases | ||
Operating lease payments | $ 40 | $ 124 |
Leases - Maturities of operatin
Leases - Maturities of operating lease liabilities for continuing operations (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
For the twelve months ending December 31, | ||
2024 | $ 142 | |
Total operating lease payments | 142 | |
Less: imputed interest | (4) | |
Present value of operating lease liabilities | $ 138 | $ 103 |
Income taxes - Components of pr
Income taxes - Components of provision (benefit) for income taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Current: | ||
Federal | $ 272 | |
State | 7 | $ 5 |
Total current | 279 | 5 |
Deferred: | ||
Federal | (71) | 1,096 |
State | 104 | |
Total deferred | (71) | 1,200 |
Total income tax provision | $ 208 | $ 1,205 |
Income taxes - Deferred tax (li
Income taxes - Deferred tax (liabilities) assets, net (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred Tax Assets: | ||
Impairment | $ 1,134 | $ 1,147 |
Accruals | 107 | 108 |
Reserves | 52 | 75 |
Interest carryforward | 31 | 31 |
Net operating losses | 3,849 | 2,387 |
Other | 60 | 40 |
Financial Instruments | 1,392 | |
Start-up costs | 982 | |
UNICAP 263A | 175 | 395 |
Valuation allowance | (7,011) | (3,583) |
Total deferred tax assets | 771 | 600 |
Deferred Tax Liabilities: | ||
Prepaid Expense | (162) | (24) |
Other | (30) | (157) |
Depreciation | (597) | (509) |
Total deferred tax liabilities | (789) | (690) |
Deferred tax (liabilities) assets, net | $ (18) | $ (90) |
Income taxes - Total provision
Income taxes - Total provision (benefit) for income taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income taxes | ||
Loss before income tax expense | $ (22,060) | $ (12,085) |
Statutory tax rate | 21% | 21% |
Income tax (benefit) expense at federal statutory rate | $ (4,633) | $ (2,538) |
Increase (decrease) resulting from: | ||
Permanent differences | 2,300 | 494 |
State income tax, net of federal benefit | (177) | (343) |
Valuation allowance | 3,428 | 3,583 |
Other, net | (710) | 9 |
Income tax expense | 208 | 1,205 |
Current income tax expense | 279 | 5 |
Deferred income tax benefit | (71) | 1,200 |
Total income tax provision | $ 208 | $ 1,205 |
Income taxes - Additional Infor
Income taxes - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income taxes | ||
Change in valuation allowance | $ 3,428 | $ 3,583 |
Interest Limitation Carryforwards | 133 | |
State and Local Jurisdiction | ||
Income taxes | ||
State net operating loss carryforward | 22,416 | |
Net operating losses, subject to expiration | 20,218 | |
Net operating losses, Not subject to expiration | 2,198 | |
Domestic Tax Authority | ||
Income taxes | ||
U.S. net operating loss carryforwards | 16,771 | |
Net operating losses, Not subject to expiration | $ 16,771 |
Income taxes - Changes in valua
Income taxes - Changes in valuation allowance (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income taxes | ||
Balance, beginning of the year | $ 3,583 | |
Additions to valuation allowance | 3,428 | $ 3,583 |
Balance, end of the year | $ 7,011 | $ 3,583 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ / shares in Units, $ in Thousands | Dec. 31, 2023 | Dec. 19, 2023 |
Fair Value Measurements | ||
Share price | $ 12.50 | |
Restricted Stock Units | ||
Fair Value Measurements | ||
Share price | $ 6.82 | |
Level 3 | Financing Note | ||
Fair Value Measurements | ||
Fair value | $ 5,695 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value Assumption - Financing Note (Details) - Financing Note | 12 Months Ended |
Dec. 31, 2023 $ / shares Y | |
Fair Value Measurements | |
Maturity date | Dec. 19, 2026 |
Principal | |
Fair Value Measurements | |
Debt instrument, measurement input | 6,805,000 |
Discount rate | |
Fair Value Measurements | |
Debt instrument, measurement input | 0.2000 |
Note term | |
Fair Value Measurements | |
Debt instrument, measurement input | Y | 2.97 |
Stock Price | |
Fair Value Measurements | |
Debt instrument, measurement input | $ / shares | 3.35 |
Risk rate | |
Fair Value Measurements | |
Debt instrument, measurement input | 0.0392 |
Volatility | |
Fair Value Measurements | |
Debt instrument, measurement input | 0.3249 |
Fair Value Measurements - Fai_2
Fair Value Measurements - Fair Value Assumption - Warrants (Details) - Warrants | Dec. 31, 2023 Y $ / shares |
Fair Value Measurements | |
Maturity date | Dec. 19, 2028 |
Exercise Price | |
Fair Value Measurements | |
Warrants, measurement input | 11.50 |
Stock Price | |
Fair Value Measurements | |
Warrants, measurement input | 3.35 |
Warrant term | |
Fair Value Measurements | |
Warrants, measurement input | Y | 4.97 |
Risk rate | |
Fair Value Measurements | |
Warrants, measurement input | 0.0375 |
Volatility | |
Fair Value Measurements | |
Warrants, measurement input | 0.3329 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Events - Earnout Waiver Agreement | 1 Months Ended |
Mar. 31, 2024 shares | |
Subsequent Events | |
Number of shares under lock up | 2,146,067 |
Number of shares released from lock up | 2,146,067 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Pay vs Performance Disclosure | ||
Net Income (Loss) | $ (22,268) | $ (13,290) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |