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FAIR VALUE MEASUREMENT (Tables)
 9 Months Ended
Sep. 30, 2023
Fair Value Disclosures [Abstract]  
Schedule of Fair Value Measured on Recurring Basis
The following table sets forth the Company’s financial assets and liabilities that were measured at fair value, on a recurring basis:
September 30, 2023
Level 1Level 2Level 3Total
Assets
Foreign currency exchange derivatives(1)
$— $104 $— $104 
  Total assets$— $104 $— $104 
Liabilities
Warrant liability - private placement warrants(2)
$— $— $177 $177 
Orinter earn-out consideration(3)
— — 3,990 3,990 
Consolid earn-out consideration(4)
— — 1,120 1,120 
Interep earn-out consideration(5)
— — 1,780 1,780 
Skypass earn-out consideration(6)
— — 232 232 
Total liabilities$— $— $7,299 $7,299 
December 31, 2022
Level 1 Level 2 Level 3 Total
Liabilities
Warrant liability - private placement warrants(2)
$— $— $1,293 $1,293 
______________________________
(1)
The Company uses foreign currency forwards contracts with maturities of up to 4 months to hedge a portion of anticipated exposures. The foreign currency exchange derivatives are recognized on the condensed consolidated balance sheet at fair value within prepaid expenses and other current assets.
(2)
On February 1, 2021, with the closing of its initial public offering, ITHAX consummated the sale of 675,000 private placement units, including the exercise by the underwriters of their over-allotment option. As of September 30, 2023, the Company had 232,500 private placement warrants outstanding.
(3)
The Orinter earn-out consideration represents arrangements to pay the former owners of Orinter, which was acquired by the Company in 2023. The undiscounted maximum payment under the arrangement is $10,000 in aggregate at the end of fiscal years 2023 through 2025. As of September 30, 2023, no payments have been made. Earn-out consideration is included in earn-out liability, net, current portion and earn-out liability, net, excluding current portion on the Company’s condensed consolidated balance sheets.
(4)
The Consolid earn-out consideration represents arrangements to pay the former owners of Consolid, which was acquired by the Company in 2023. The Company may be required to make earn-out payments up to an aggregate of $1,000 and 400,000 shares of common stock contingent on Consolid meeting certain adjusted EBITDA targets. As of September 30, 2023, no payments have been made. Earn-out consideration is included in earn-out liability, net, current portion and earn-out liability, net, excluding current portion on the Company’s condensed consolidated balance sheets.
(5)
The Interep earn-out consideration represents arrangements to pay the former owners and key executives of Interep, which was acquired by the Company in 2023. The Company may be required to make earn-out payments of up to $3,000 contingent upon Interep reaching specified EBITDA targets by the end of fiscal year 2025. As of September 30, 2023, no payments have been made. Earn-out consideration is included in earn-out liability, net, current portion and earn-out liability, net, excluding current portion on the Company’s condensed consolidated balance sheets.
(6)
The Skypass earn-out consideration represents arrangements to pay the former owners of Skypass, which was acquired by the Company in 2023. The Company may be required to make earn-out payments of up to an aggregate of 1,800,000 shares of common stock contingent on Skypass meeting certain adjusted EBITDA targets. In the event the EBITDA target is exceeded, the Company is required to pay 2.5% on any excess of the EBITDA target, settled in shares. The number of shares payable will be calculated based on the market value of the Company’s Class A Common Stock at settlement date. As of September 30, 2023, no payments have been made. Earn-out consideration is included in earn-out liability, net, current portion and earn-out liability, net, excluding current portion on the Company’s condensed consolidated balance sheets.
Schedule of Changes in the Fair Value of Warrant Liabilities
The following tables summarizes the fair value adjustments for liabilities measured using significant unobservable inputs (Level 3):
Earn-out consideration
Three Months Ended
September 30,		Nine Months Ended
September 30,
2023202220232022
Balance, beginning of period$8,330 $2 $— $597 
Additions of earn-out consideration with the acquisition of Orinter— — 3,060 — 
Additions of earn-out consideration with the acquisition of Interep— — 1,700 — 
Additions of earn-out consideration with the acquisition of Consolid— — 1,820 — 
Additions of earn-out consideration with the acquisition of Skypass434 — 434 — 
Change in the estimated fair value of earn-out consideration(1,642)19 108 (576)
Balance, end of the period$7,122 $21 $7,122 $21 
Private placement warrant liability
Three Months Ended
September 30,		Nine Months Ended
September 30,
2023202220232022
Balance, beginning of period$921 $— $1,293 $— 
Warrants recognized upon closing of reverse recapitalization— 1,721 — 1,721 
Transfer of Private Warrants to Public Warrants— (536)— (536)
Change in the estimated fair value of warrants(744)(683)(1,116)(683)
Balance, end of the period$177 $502 $177 $502 
Schedule of significant inputs to the Monte Carlo Simulation for the fair value The valuation model utilized the following assumptions for the valuation of the earn-out liabilities as of September 30, 2023:
OrinterInterepConsolidSkypass
Cost of equity29.0%33.0%29.0%26.0%
EBITDA volatility61.0%61.0%80.0%57.0%
Equity volatility78.0%78.0%98.0%75.0%
Required metric risk premium22.5%26.0%23.5%20.0%
Risk-neutral adjustment factor
 0.70 - 0.97
0.67 - 0.97
0.85 - 0.98
0.65 - 0.94
The following table provides quantitative information regarding assumptions used in the Black-Scholes option-pricing model to determine the fair value of the private placement warrants as of September 30, 2023 and December 31, 2022:
September 30, 2023December 31, 2022
Stock price$3.57$10.88
Term (in years)3.84.6
Expected volatility63.0%60.0%
Risk-free rate4.8%4.1%
Dividend yield—%—%