0001493152-24-019957 | 10-Q | XBRL Viewer

EQUITY (Tables)

3 Months Ended

Mar. 31, 2024

Accumulated Other Comprehensive Income (Loss) [Line Items]

SCHEDULE OF PROCEEDS BETWEEN THE INSTRUMENTS


Convertible notes	$	554,246
Derivative liability		-
Warrants		445,754
Total proceeds	$	1,000,000

SCHEDULE OF CONVERTIBLE NOTES

	Principal		Unamortized debt discount and issuance			Net carrying		Fair value
	Amount		costs			amount		Amount		Levelling
Convertible Notes	$	713,114	$	(10,830	)	$	702,284	$	254,238		Level 3

The following is a summary of the Convertible Notes as of December 31, 2023:

	Principal		Unamortized debt discount and issuance			Net carrying		Fair value
	Amount		costs			amount		Amount		Levelling
Convertible Notes	$	860,910	$	(63,549	)	$	797,361	$	536,170		Level 3

SCHEDULE OF STOCK BASED WARRANTS

	Issuance date			March 31, 2024
Stock price	$	1.35		$	.99
Exercise price	$	1.89		$	1.89
Contractual term (years)		5.0			4.4
Volatility		60.0	%		60.0	%
Risk-free rate		4.39	%		4.27	%

Director [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

SCHEDULE OF RESTRICTED STOCK UNITS ACTIVITY

	Restricted Stock Units			Weighted-Average Grant-Date Fair Values
Outstanding as of January 1, 2024		43,478		$	1.38
Granted		—			—
Vested		(10,869	)		(1.38	)
Forfeited or cancelled		—			—
Outstanding as of March 31, 2024		32,609		$	1.38

	Restricted Stock Units		Weighted-Average Grant-Date Fair Values
Outstanding as of January 1, 2023		24,000	$	5.00
Granted		—		—
Vested		—		—
Forfeited or cancelled		—		—
Outstanding as of March 31, 2023		24,000	$	5.00

Employee Stock [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

SCHEDULE OF RESTRICTED STOCK UNITS ACTIVITY

	Restricted Stock Units			Weighted-Average Grant-Date Fair Values
Outstanding as of January 1, 2024		1,165,247		$	5.00
Granted		—			—
Vested		—			—
Forfeited or cancelled		(2,400	)		(5.00	)
Outstanding as of March 31, 2024		1,162,847		$	5.00

	Restricted Stock Units			Weighted-Average Grant-Date Fair Values
Outstanding as of January 1, 2023		1,197,552		$	5.00
Granted		—			—
Vested		—			—
Forfeited or cancelled		(2,218	)		(5.00	)
Outstanding as of March 31, 2023		1,195,334		$	5.00

Warrant One [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

SCHEDULE OF STOCK BASED WARRANTS

	Issuance date			March 31, 2024
Stock price	$	1.35		$	.99
Exercise price	$	1.50		$	1.50
Contractual term (years)		5.0			4.4
Volatility		40.0	%		60.0	%
Risk-free rate		5.49	%		4.27	%

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

SCHEDULE OF PREPAID EXPENSES - RELATED PARTY (Details) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Defined Benefit Plan Disclosure [Line Items]
Other prepaids	$ 56,921	$ 70,967
Related Party [Member]
Defined Benefit Plan Disclosure [Line Items]
Prepaid royalties	7,483,120	6,086,406
Prepaid licenses	7,500,000	7,500,000
Other prepaids	197,184	242,060
Prepaid expenses - related party, ending balance	15,180,304	13,828,466
Less: short-term portion	(4,337,556)	(6,044,404)
Total prepaid expenses - related party, long-term	$ 10,842,748	$ 7,784,062

ACCOUNTS RECEIVABLE (PAYABLE) – RELATED PARTY (Tables)

3 Months Ended

Mar. 31, 2024

Accounts Receivable Payable Related Party

SCHEDULE OF ACCOUNTS RECEIVABLE (PAYABLE) - RELATED PARTY

	2024			2023
Accounts receivable – related party	$	12,000,592		$	13,500,592
Less: accounts payable – related party – SDE		(3,414,787	)		(10,946,478	)
Net accounts receivable, related party - SDE		8,585,805			2,554,114
Less: accounts receivable – related party, net of current portion		6,000,592			7,500,592
Net accounts receivable (payable), related party, current - SDE	$	2,585,213		$	(4,946,478	)

SCHEDULE OF ACCOUNTS RECEIVABLE (PAYABLE) - RELATED PARTY (Details) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Related Party [Member]
Defined Benefit Plan Disclosure [Line Items]
Accounts receivable – related party	$ 12,000,592	$ 13,500,592
Less: accounts payable – related party – SDE	(16,951,062)	(23,094,436)
Less: accounts receivable – related party, net of current portion	6,000,592	7,500,592
Related Party SDE Inc [Member]
Defined Benefit Plan Disclosure [Line Items]
Less: accounts payable – related party – SDE	(3,414,787)	(10,946,478)
Net accounts receivable, related party - SDE	8,585,805	2,554,114
Net accounts receivable (payable), related party, current - SDE	$ 2,585,213	$ (4,946,478)

REVENUE FROM CONTRACTS WITH CUSTOMERS (Tables)

3 Months Ended

Mar. 31, 2024

Revenue from Contract with Customer [Abstract]

SCHEDULE OF DISAGGREGATION OF REVENUE

	2024		2023
Over time	$	2,535,834	$	1,936,375
Point in time		11,579,895		11,522,113
Total revenue from contracts with customers:	$	14,115,729	$	13,458,488

Geography

The Company attributes net revenue to geographic regions based on customer location. Net revenue by geographic region for the three months ended March 31, 2024 and 2023 were as follows:

	2024		2023
United States	$	11,898,607	$	11,777,874
International		2,217,122		1,680,614
Total revenue from contracts with customers:	$	14,115,729	$	13,458,488

Platform

Net revenue by platform for the three months ended March 31, 2024 and 2023 were as follows:

	2024		2023
Console	$	6,002,817	$	5,773,590
PC		5,104,723		5,012,180
Mobile		962,941		1,718,032
Other		2,045,248		954,686
Total revenue from contracts with customers:	$	14,115,729	$	13,458,488

Distribution channel

Our products are delivered through digital online services (digital download, online platforms, and cloud streaming), mobile, and retail distribution and other. Net revenue by distribution channel for the three months ended March 31, 2024 and 2023 was as follows:

	2024		2023
Digital	$	11,107,540	$	10,785,770
Mobile		962,941		1,718,032
Physical retail and other		2,045,248		954,686
Total revenue from contracts with customers:	$	14,115,729	$	13,458,488

SCHEDULE OF DEFERRED REVENUE

	2024			2023
Deferred revenue, beginning balance in advance of revenue recognition billing	$	34,316,706		$	9,551,446
Revenue recognized		(2,535,834	)		(453,223	)
Revenue deferred		7,259,296			302,094
Deferred revenue, ending balance		39,040,168			9,400,317
Less: current portion		(21,937,421	)		(4,517,573	)
Deferred revenue, long term	$	17,102,747		$	4,882,744

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Mar. 31, 2024
Insider Trading Arrangements [Line Items]
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

PRESENTATION AND NATURE OF OPERATIONS

3 Months Ended

Mar. 31, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

PRESENTATION AND NATURE OF OPERATIONS

NOTE 1 – PRESENTATION AND NATURE OF OPERATIONS

Snail, Inc. was incorporated under the laws of Delaware in January 2022. The terms “Snail, Inc,” “Snail Games,” “our” and the “Company” are used to refer collectively to Snail, Inc. and its subsidiaries. The Company’s fiscal year end is December 31. The Company was formed for the purpose of completing an initial public offering (“IPO”) and related transactions to carry on the business of Snail Games USA Inc. and its subsidiaries. Snail Games USA Inc. was founded in 2009 as a wholly owned subsidiary of Suzhou Snail Digital Technology Co., Ltd. (“Suzhou Snail”) located in Suzhou, China and is the operating entity that continues post IPO. Snail Games USA Inc. is devoted to researching, developing, marketing, publishing, and distributing games, content and support that can be played on a variety of platforms including game consoles, PCs, mobile phones and tablets.

Basis of Presentation and Consolidation

The accompanying condensed consolidated financial statements have been prepared in accordance with the rules and regulations of the SEC and generally accepted accounting principles as promulgated in the United States of America (“U.S. GAAP”) for interim reporting. Accordingly, certain notes or other information that are normally required by U.S. GAAP have been condensed or omitted if they substantially duplicate disclosures contained in our annual audited consolidated financial statements. Additionally, the year-end condensed consolidated balance sheet data was derived from audited consolidated financial statements but does not include all disclosures required by U.S. GAAP. Accordingly, the unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2023 included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on April 1, 2024. The condensed consolidated results of operations for any interim period are not necessarily indicative of the results to be expected for the full year or for any other future annual or interim period.

In the opinion of management, all adjustments considered necessary for the fair presentation of the Company’s financial position and its results of operations in accordance with U.S. GAAP (consisting of normal recurring adjustments) have been included in the accompanying unaudited condensed consolidated financial statements.

Snail Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

During the year ended December 31, 2023, certain comparative amounts were reclassified due to immaterial errors identified by the Company in its presentation of certain server hosting costs. During the three months ended June 30, 2023, the Company began reporting all of its server hosting costs as costs of revenue whereas they were previously reported within both cost of revenues and general and administrative expenses. The Company has assessed the materiality of these errors on its prior annual and interim financial statements, assessing materiality both quantitatively and qualitatively, in accordance with the SEC’s Staff Accounting Bulletin (“SAB”) No. 99 and SAB No. 108 and concluded that the errors were not material to those consolidated financial statements. However, to correctly present cost of revenues, gross profit and general and administrative expenses, the reclassifications have been made throughout this report and accompanying note disclosures. The effects on the related captions in the unaudited condensed consolidated statements of operations and comprehensive income (loss) for all previously reported periods were as follows:

	For the three months ended March 31, 2023
	As reported		Adjustment			As adjusted
Cost of revenues	$	9,816,397	$	1,044,540		$	10,860,937
Gross profit		3,642,091		(1,044,540	)		2,597,551
General and administrative		5,570,291		(1,044,540	)		4,525,751

The condensed consolidated financial statements include the accounts of Snail, Inc. and the following subsidiaries:

	Equity %
Subsidiary Name	Owned
Snail Games USA Inc.		100	%
Snail Innovation Institute		70	%
Frostkeep Studios, Inc.		100	%
Eminence Corp		100	%
Wandering Wizard, LLC		100	%
Donkey Crew, LLC		99	%
Interactive Films, LLC		100	%
Project AWK Productions, LLC		100	%
BTBX.IO, LLC		70	%

All intercompany accounts, transactions, and profits have been eliminated upon consolidation.

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires the Company to make estimates and assumptions that affect the amounts reported in our consolidated financial statements and the accompanying notes. Such estimates include revenue recognition, see Note 2 – Revenue Recognition, provisions for credit losses, deferred income tax assets and associated valuation allowances, deferred revenue, stock-based compensation and fair value of warrants. These estimates generally involve complex issues and require management to make judgments, involve analysis of historical and future trends that can require extended periods of time to resolve, and are subject to change from period to period. In all cases, actual results could differ materially from estimates.

Segment Reporting

The Company has one operating and reportable segment. Our operations involve similar products and customers worldwide. Revenue earned is primarily derived from the sale of software titles, which are developed internally or licensed from related parties. Financial information about our segment and geographic regions is included in Note 3 – Revenue from Contracts with Customers.

Liquidity

In October 2023, the Company released ARK: Survival Ascended, increasing the cash flows provided by our operating activities. During the three months ended March 31, 2024 the Company’s operating activities provided $6.8 million in cash flows. During the three months ended March 31, 2024 the Company repaid $3.0 million of the revolving loan balance, the $0.8 million balance of its 2022 Short Term Note, $0.3 million of accrued interest and principal on its convertible notes balance, the balance of the $1.5 million short term note and is in the process of negotiating a new term loan. The Company paid an additional $0.5 million of accrued interest and principal on its convertible notes in April 2024.

The Company has debts coming due of $3.0 million on its revolving loan in December 2024 and $0.7 million due in May 2024 for its convertible notes. Currently, management expects that the Company will not be in compliance with its quarterly debt covenants for the three months ending June 30, 2024. Management is working with the lender to resolve the expected non-compliance with the debt covenants. The Company’s ability to comply with the covenants, or receive waivers for the covenants, can lead to the acceleration of payments due under the debt facilities with the lender, which include the $3.0 million revolving loan and $2.8 million promissory note, cause the lender to cease making advances under the revolving agreement, or allow the lender take possession of collateral. Due to the failure of complying with the debt covenant the Company has classified its long term debt as current.

Snail Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

From time to time, the Company could be required, or may otherwise attempt, to seek additional sources of capital, including, but not limited to, equity and/or debt financings. The need for additional capital depends on many factors, including, among other things, whether the Company can successfully renegotiate the terms of its debt arrangements, the rate at which the Company’s business grows, demands for working capital, revenue generated from existing downloadable content (“DLCs”) and game titles, launches of new DLCs and new game titles, and any acquisitions that the Company may pursue.

Our current unrestricted cash position of approximately $16.1 million, and our expected revenue receipts will allow the Company to continue operations beyond the next 12 months and service its current debts.

SCHEDULE OF STOCK BASED WARRANTS (Details) - $ / shares	1 Months Ended
SCHEDULE OF STOCK BASED WARRANTS (Details) - $ / shares	Mar. 31, 2024	Aug. 31, 2023
Warrant [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stock price	$ 0.99	$ 1.35
Exercise price	$ 1.89	$ 1.89
Contractual term (years)	4 years 4 months 24 days	5 years
Volatility	60.00%	60.00%
Risk-free rate	4.27%	4.39%
Warrant One [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stock price	$ 0.99	$ 1.35
Exercise price	$ 1.50	$ 1.50
Contractual term (years)	4 years 4 months 24 days	5 years
Volatility	60.00%	40.00%
Risk-free rate	4.27%	5.49%

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

SCHEDULE OF LONG TERM DEBT (Details) (Parenthetical) - USD ($)					1 Months Ended		3 Months Ended
	Aug. 24, 2023	Jun. 21, 2023	Jan. 26, 2022	Jun. 17, 2021	Jul. 31, 2023	Nov. 30, 2022	Mar. 31, 2024	Dec. 31, 2023
Debt Instrument [Line Items]
Debt Instrument, Interest Rate, Stated Percentage							8.25%
Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Line of Credit Facility, Expiration Date		Dec. 31, 2024
Minimum Requirement of Debt Service Coverage Ratio as Covenant							1.5 to 1
Revolving Credit Facility [Member] \| Prime Rate [Member]
Debt Instrument [Line Items]
Debt instrument basis spread on variable rate less		0.25%
Revolving Credit Facility [Member] \| Minimum [Member]
Debt Instrument [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity		$ 9,000,000
Revolving Credit Facility [Member] \| Maximum [Member]
Debt Instrument [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity		$ 6,000,000
2021 Promissory Note [Member]
Debt Instrument [Line Items]
Minimum Requirement of Debt Service Coverage Ratio as Covenant				1.5 to 1
Debt Instrument, Interest Rate, Stated Percentage, Period				10 years
Debt Instrument, Maturity Date				Jun. 30, 2031
2021 Promissory Note [Member] \| For the First Five Years [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate, Stated Percentage				3.50%
Debt Instrument, Interest Rate, Stated Percentage, Period				5 years
Debt Instrument, Description of Variable Rate Basis				6 to 10. The loan is secured by the Company’s building, with a carrying value of $
Short-Term Debt [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate, Stated Percentage								8.25%
Minimum Requirement of Debt Service Coverage Ratio as Covenant			1.5 to 1
Payments for Loans			$ 10,000,000
Debt Instrument, Maturity Date			Jan. 26, 2023			Jan. 26, 2024
Debt Instrument, Basis Spread on Variable Rate			3.75%
Debt Instrument, Default Interest Rate			5.00%
Repaid balance							$ 833,333
Short-Term Debt [Member] \| Wall Street Journal Prime Rate [Member]
Debt Instrument [Line Items]
Debt Instrument, Basis Spread on Variable Rate			0.50%
Convertible Notes Payable [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate, Stated Percentage	7.50%
Convertible note discount rate	7.40%
Convertible Notes Payable	$ 1,080,000
Debt Instrument, Maturity Date Range, Start	Feb. 24, 2024
Debt Instrument, Maturity Date Range, End	May 24, 2024
Debt Instrument, Interest Rate, Increase (Decrease)	16.00%
Debt Instrument, Unamortized Discount, Current	$ 678,254
Debt Instrument, Interest Rate, Effective Percentage	103.40%
Notes Payable, Other Payables [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate, Stated Percentage					8.00%
Repaid balance							$ 1,500,000
Debt instrument term					7 years
Short-term debt, refinanced, amount					$ 3,000,000.0
Debt instrument frequency of fee					The funds are repaid based on 20% of the gross monthly ARK: Survival Ascended revenues
Default interest rate percentage					12.00%

SCHEDULE OF RESTRICTED STOCK UNITS ACTIVITY (Details) - $ / shares	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Director [Member] \| Restricted Stock Units (RSUs) [Member]
Outstanding, beginning balance	43,478	24,000
Outstanding, beginning balance per share	$ 1.38	$ 5.00
Outstanding, granted
Outstanding, granted per share
Outstanding, vested	(10,869)
Outstanding, vested per share	$ (1.38)
Outstanding, forfeited or cancelled
Outstanding, forfeited or cancelled per share
Outstanding, ending balance	32,609	24,000
Outstanding, ending balance per share	$ 1.38	$ 5.00
Outstanding, granted per share
Outstanding, vested per share	$ 1.38
Employees [Member] \| Performance Shares [Member]
Outstanding, beginning balance	1,165,247	1,197,552
Outstanding, beginning balance per share	$ 5.00	$ 5.00
Outstanding, granted
Outstanding, granted per share
Outstanding, vested
Outstanding, vested per share
Outstanding, forfeited or cancelled	(2,400)	(2,218)
Outstanding, forfeited or cancelled per share	$ (5.00)	$ (5.00)
Outstanding, ending balance	1,162,847	1,195,334
Outstanding, ending balance per share	$ 5.00	$ 5.00
Outstanding, granted per share
Outstanding, vested per share

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

3 Months Ended

Mar. 31, 2024

Accounting Policies [Abstract]

Revenue Recognition

Revenue Recognition

The Company’s revenue is generated from the publishing of software games sold digitally and through physical discs (e.g., packaged goods), the publishing of separate downloadable content that are new feature releases to existing digital full-game downloads that are sold digitally, and in-app purchases of virtual goods used by players of its free-to-play mobile games. When control of the promised products and services is transferred to the end users, the Company recognizes revenue in the amount that reflects the consideration it expects to receive in exchange for these products and services. Revenue from delivery of products is recognized at a point in time when the end consumers purchase the games, and the control of the license is transferred to them.

The virtual goods that the Company sells to players of our free-to-play mobile-games, include virtual currency or in-game purchases of additional game play functionality. For virtual goods, the satisfaction of our performance obligation is dependent on the nature of the virtual good purchased and as a result, the Company categorizes its virtual goods as follows:

	●	Consumable: consumable virtual items represent items that can be consumed by a specific player action. Consumable virtual items do not result in a direct benefit that the player keeps or provide the player any continuing benefit following consumption, and they often enable a player to perform an in-game action immediately. For the sale of consumable virtual items, the Company recognizes revenue as the items are consumed (i.e., over time).

	●	Durable: durable virtual items represent items that are accessible to the player over an extended period of time. The Company recognizes revenue from the sale of durable virtual items ratably over the estimated service period for the applicable game (i.e., over time), which represents our best estimate of the average life of the durable virtual item.

For the ARK: Survival Ascended DLC’s that have not yet launched and been reported in deferred revenue in the condensed consolidated balance sheets, the Company has used the adjusted market assessment approach per ASC 606-10-32-34 to assign a value for the Company’s remaining performance obligation. The Company uses the following reasonably available information in developing the standalone selling prices of the performance obligations:

	●	Reasonably available data points, including third party or industry pricing, and contractually stated prices.

	●	Market conditions such as market demand, competition, market constraints, awareness of the product and market trends.

	●	Entity-specific factors including pricing strategies and objectives, market share and pricing practices for bundled arrangements.

The Company recognizes revenue using the following five steps as provided by Accounting Standards Codification (“ASC”) Topic 606 Revenue from Contracts with Customers: 1) identify the contract(s) with the customer; 2) identify the performance obligations in each contract; 3) determine the transaction price; 4) allocate the transaction price to the performance obligations; and 5) recognize revenue when, or as, the entity satisfies a performance obligation. The Company’s terms and conditions vary by customers and typically provide payment terms of net 30 to 75 days.

Principal vs. Agent Consideration

Principal vs. Agent Consideration

The Company offers certain software products via third-party digital storefronts, such as Microsoft’s Xbox Live, Sony’s PlayStation Network, Valve’s Steam, Epic Games Store, My Nintendo Store, Apple’s App Store, the Google Play Store, and retail distributors. For sales of our software products via third-party digital storefronts and retail distributor, the Company determines whether or not it is acting as the principal in the sale to the end user, which the Company considers in determining if revenue should be reported based on the gross transaction price to the end user or based on the transaction price net of fees retained by the third-party digital storefront. An entity is the principal if it controls a good or service before it is transferred to the customer. Key indicators that the Company uses in evaluating these sales transactions include, but are not limited to, the following:

	●	The underlying contract terms and conditions between the various parties to the transaction;

	●	Which party is primarily responsible for fulfilling the promise to provide the specified good or service; and

	●	Which party has discretion in establishing the price for the specified good or service.

Snail Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

Based on our evaluation of the above indicators, for sales arrangements via Microsoft’s Xbox Live, Sony’s PlayStation Network, Valve’s Steam, Epic Games Store, My Nintendo Store, and our retail distributor, the digital platforms and distributors have discretion in establishing the price for the specified good or service and the Company has determined it is the agent in the sales transaction to the end user and therefore the Company reports revenue on a net basis based on the consideration received from the digital storefront. For sales arrangements via Apple’s App Store and the Google Play Store, the Company has discretion in establishing the price for the specified good or service and it has determined that the Company is the principal to the end user and thus reports revenue on a gross basis and mobile platform fees charged by these digital storefronts are expensed as incurred and reported within cost of revenues.

Contract Balance

Contract Balance

The Company records deferred revenue when cash payments are received or due in advance of its performance, even if amounts are refundable.

Deferred revenue is comprised of the transaction price allocable to the Company’s performance obligation on technical support and the sale of virtual goods available for in-app purchase, and payments received from customers prior to launching the games on the platforms. The Company recognizes revenues from the sale of virtual goods ratably over their estimated service period. The Company’s estimated service period for players of our current software games is generally 30 to 100 days from the date of purchase.

The Company has a long-term title license agreement with a platform. The agreement was initially made between the parties in November 2018 and valid through December 31, 2021. The agreement was subsequently amended in June 2020 to extend the ARK 1 availability on the platform perpetually, effective January 1, 2022 and to put ARK II on the platform for three years upon release. The Company recognized $2.5 million in revenue related to ARK 1’s perpetual license during the year ended December 31, 2022 and deferred $2.3 million related to ARK II that is included in the long-term portion of deferred revenue and will be recognized upon the release of ARK II on the platform.

In July 2023, the Company entered into a distribution agreement with its retail distribution partner for the distribution of ARK: Survival Ascended and ARK II. The initial term is two years and will renew each subsequent year unless it is cancelled. Upon executing the distribution agreement, the Company received $1.8 million as prepaid royalties. During the three months ended March 31, 2024, the Company recognized $0.3 million of the revenue. As of March 31, 2024, the Company reported $0.4 million related to ARK: Survival Ascended as current deferred revenue and $1.1 million related to ARK II as long-term deferred revenue until the disc releases occur.

Estimated Service Period

Estimated Service Period

For certain performance obligations satisfied over time, the Company has determined that the estimated service period is the time period in which an average user plays our software games (“user life”) which most faithfully depicts the timing of satisfying our performance obligation. The Company considers a variety of data points when determining and subsequently reassessing the estimated service period for players of our software games. Primarily, the Company reviews the weighted average number of days between players’ first and last day playing online or the subscription trend. The Company also considers publicly available online trends.

The Company believes this provides a reasonable depiction of the transfer of our game related services to our players, as it is the best representation of the period during which our players play our software games. Determining the estimated service period is subjective and requires significant management judgment and estimates. Future usage patterns may differ from historical usage patterns, and therefore the estimated service period may change in the future. The estimated service periods for players of our current software games are generally between 30 and 100 days depending on the software games.

Shipping, Handling and Value Added Taxes (“VAT”)

Shipping, Handling and Value Added Taxes (“VAT”)

The distributor, as the principal, is responsible for the shipping of the game discs to retail stores and incurring the shipping and VAT costs. The Company is paid the net sales amount after deducting shipping costs, VAT and other related expenses by the distributor.

Snail Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

Cost of Revenues

Cost of Revenues

Cost of revenues include software license royalty fees, merchant fees, server and database center costs, game localization costs, game licenses, engine fees and amortization costs. Cost of revenues for the three months ended March 31, 2024 and 2023 were comprised of the following:

SCHEDULE OF COST OF REVENUES

	2024		2023
Software license royalties – related parties	$	3,274,020	$	2,863,011
Software license royalties		162,748		352,439
License and amortization – related parties		6,000,000		5,195,651
License and amortization		201		201
Merchant fees		221,449		459,471
Engine fees		961,442		424,227
Internet, server and data center		1,400,006		1,540,692
Costs related to advertising revenue		21,832		25,245
Total:	$	12,041,698	$	10,860,937

General and Administrative Costs

General and Administrative Costs

General and administrative costs include rent, salaries, stock-based compensation, legal and professional expenses, administrative internet and server, contractor costs, insurance expense, licenses and permits, other taxes and travel expenses. These costs are expensed as they are incurred. For the three months ended March 31, 2024 and 2023, general and administrative expenses totaled $2,282,040 and $4,525,751, respectively. Stock-based compensation of ($862,634) and $152,595 was incurred during the three months ended March 31, 2024 and 2023, respectively.

Advertising and Marketing Costs

Advertising and Marketing Costs

The Company expenses advertising and marketing costs as incurred. For the three months ended March 31, 2024 and 2023, advertising and marketing expenses totaled $141,030 and $104,549, respectively.

Research and Development

Research and Development

Research and development costs are expensed as incurred. Research and development costs include travel, payroll, and other general expenses specific to research and development activities. Research and development costs for the three months ended March 31, 2024 and 2023 were $1,776,522 and $1,373,797, respectively. Stock-based compensation of ($64,241) was incurred during the three months ended March 31, 2024; no stock-based compensation was incurred during the three months ended March 31, 2023.

Non-controlling Interests

Non-controlling Interests

Non-controlling interests on the condensed consolidated balance sheets and condensed consolidated statements of operations and comprehensive income (loss) include the equity allocated to non-controlling interest holders. As of March 31, 2024 and December 31, 2023, there were non-controlling interests with the following subsidiaries:

Subsidiary Name	Equity % Owned			Non-Controlling %
Snail Innovative Institute		70	%		30	%
BTBX.IO, LLC		70	%		30	%
Donkey Crew, LLC		99	%		1	%

Snail Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

Cash and Cash Equivalents and Restricted Cash and Cash Equivalents

Cash and Cash Equivalents and Restricted Cash and Cash Equivalents

Cash is available for use in current operations or other activities such as capital expenditures and business combinations. Restricted cash and cash equivalents are time deposits, that are currently provided as a standby letter of credit to landlords. The Company’s policy for determining whether an item is treated as cash, or a cash equivalent, is based on its original maturity, liquidity, and risk profile. Investments with maturities of three months or less, are highly liquid and have insignificant risk are considered to be cash equivalents.

Restricted Escrow Deposits

Restricted Escrow Deposits

Our restricted deposits held in escrow are to provide a source of funding for certain indemnification obligations of Snail, Inc. to our underwriters in connection with our IPO. The deposit and related interest earnings were restricted for one year from the IPO date and were released from restrictions in November 2023.

Accounts Receivable

Accounts Receivable

The Company generally records a receivable related to revenue when it has an unconditional right to invoice and receive payment. Accounts receivable are carried at original invoice amount less an allowance made for credit losses. The Company uses a combination of quantitative and qualitative risk factors to estimate the allowance, including an analysis of the customers’ creditworthiness, historical experience, age of current accounts receivable balances, changes in financial condition or payment terms of our customers, and reasonable forecasts of the collectability of the accounts receivable. The Company evaluates the allowance for credit losses on a periodic basis and adjusts it as necessary based on the risk factors mentioned above. Any increase in the provision for credit losses is recorded as a charge to general and administrative expense in the current period. Any amounts deemed uncollectible are written off against the allowance for credit losses. Management judgment is required to estimate our allowance for credit losses in any accounting period. The amount and timing of our credit losses and cash collection could change significantly because of a change in any of the risk factors mentioned above. There were no credit losses recognized during the three months ended March 31, 2024 and 2023.

Fair Value Measurements

Fair Value Measurements

The Company follows Financial Accounting Standards Board (“FASB”) ASC Topic 820, Fair Value Measurements. ASC 820 defines fair value, establishes a framework for measuring fair value under generally accepted accounting principles and enhances disclosures about fair value measurements. Fair value is defined under ASC 820 as the exchange price that would be received for an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants.

ASC 820 establishes a hierarchy of valuation inputs based on the extent to which the inputs are observable in the marketplace. Observable inputs reflect market data obtained from sources independent of the reporting entity and unobservable inputs reflect the entity’s own assumptions about how market participants would value an asset or liability based on the best information available. Valuation techniques used to measure fair value under ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs. The standard describes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value.

The following describes the hierarchy of inputs used to measure fair value and the primary valuation methodologies used by the Company for financial instruments measured at fair value.

The three levels of inputs are as follows:

	●	Level 1: Quoted prices in active markets for identical assets or liabilities that the Company has an ability to access as of the measurement date.

	●	Level 2: Inputs that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the same term of the assets or liabilities.

	●	Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

Snail Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Our financial instruments include cash and cash equivalents, restricted cash and cash equivalents, short-term financial instruments, short-term loans, accounts receivable and accounts payable. The carrying values of these financial instruments approximate their fair value due to their short maturities or economic substance. The carrying amount of our revolving loan and notes payable approximates fair value because the interest rates on these instruments approximate the interest rate on debt with similar terms available to us for a similar duration. The fair value of the Company’s promissory note which has a fixed rate for 5 years, then a floating rate that approximates the Wall Street Journal Prime Rate plus 0.50%. The Company considers the carrying amount of the loan to approximate fair value as the discounted cost in comparison to market rates would not be materially different than the cost to acquire a loan with similar terms. The fair value of the Company’s convertible notes is disclosed in Note 16, and the Company’s warrant liability and derivative instruments are valued at fair value each reporting period, using level 3 inputs and the Monte-Carlo pricing model. The most significant of the inputs are the stock price, exercise price, contractual term, volatility, and the risk-free rate. The Company does not have any other assets or liabilities measured at fair value on a recurring or non-recurring basis as of March 31, 2024 and December 31, 2023.

Amortizable Intangibles and Other Long-lived Assets

Amortizable Intangibles and Other Long-lived Assets

The Company’s long-lived assets and other assets consisting of property, plant and equipment and purchased intangible assets, are reviewed for impairment in accordance with the guidance of FASB Topic ASC 360, Property, Plant, and Equipment. Intangible assets subject to amortization are carried at cost less accumulated amortization and amortized over the estimated useful life in proportion to the economic benefits received. The Company evaluates the recoverability of definite-lived intangible assets and other long-lived assets in accordance with ASC Subtopic 360-10, which generally requires the assessment of these assets for recoverability when events or circumstances indicate a potential impairment exists. The Company considers certain events and circumstances in determining whether the carrying value of identifiable intangible assets and other long-lived assets, other than indefinite lived intangible assets, may not be recoverable including, but not limited to: significant changes in performance relative to expected operating results; significant changes in the use of the assets; significant negative industry or economic trends; and changes in the Company’s business strategy. If the Company determines that the carrying value may not be recoverable, the Company estimates the undiscounted cash flows to be generated from the use and ultimate disposition of the asset group to determine whether an impairment exists. If an impairment is indicated based on a comparison of the asset groups’ carrying values and the undiscounted cash flows, the impairment loss is measured as the amount by which the carrying amount of the asset group 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. There can be no assurance, however, that market conditions will not change or demand for the Company’s products under development will continue. Either of these could result in future impairment of long-lived assets. Actual useful lives and cash flows could be different from those estimated by management which could have a material effect on our consolidated reporting results and financial positions.

Income Taxes

Income Taxes

Income taxes are provided for the tax effects of transactions reported in the condensed consolidated financial statements and consisted of taxes currently due and deferred taxes. Deferred taxes are recognized for the differences between the basis of assets and liabilities for financial statement and income tax purposes.

The Company follows FASB Topic ASC 740, Income Taxes, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements or tax returns.

Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates, applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

FASB ASC 740-10-25 provides criteria for the recognition, measurement, presentation, and disclosure of uncertain tax positions. The Company must recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the consolidated financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate resolution. The Company recognizes liabilities for uncertain tax positions pursuant to FASB ASC 740-10-25. Such amounts are included in the long-term accrued expenses on the accompanying condensed consolidated balance sheets in the amount of $254,731 as of March 31, 2024 and December 31, 2023. The Company accrues and recognizes interest and penalties related to unrecognized tax benefits in operating expenses.

Snail Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

Concentration of Credit Risk and Significant Customers

Concentration of Credit Risk and Significant Customers

The Company maintains cash balances at several major financial institutions. While the Company attempts to limit credit exposure with any single institution, balances often exceed insurable amounts. As of March 31, 2024 and December 31, 2023, the Company had deposits of $15,410,350 and $14,716,652, respectively, that were not insured by the Federal Deposit Insurance Corporation and are included in the cash and cash equivalents, and restricted cash and cash equivalents, in the accompanying condensed consolidated balance sheets.

The Company extends credit to various digital resellers and partners. Collection of trade receivables may be affected by changes in economic or other industry conditions and may, accordingly, impact our overall credit risk. The Company does not require collateral or other security to support financial instruments subject to credit risk. The Company performs ongoing credit evaluations of customers and maintains reserves for potentially uncollectible accounts. The Company had three customers as of March 31, 2024, and four customers as of December 31, 2023, who accounted for approximately 72% and 95% of consolidated gross receivables, respectively. Among the three customers as of March 31, 2024, and four customers as of December 31, 2023, each customer accounted for 34%, 21%, and 17% as of March 31, 2024, and 43%, 20%, 16% and 16% as of December 31, 2023 of the consolidated gross receivables outstanding. During the three months ended March 31, 2024 and 2023, approximately 62% and 70%, respectively, of net revenue was derived from these customers. The Company had four customers in the three months ended March 31, 2024, and three customers in the three months ended March 31, 2023, that accounted for 37%, 15%, 13% and 11%, and 36%, 18% and 10% of the Company’s net revenue, respectively. The loss of these customers or declines in the forecasts of their accounts receivable collectability would have a significant impact on the Company’s financial performance.

As of March 31, 2024 and December 31, 2023, the Company had one vendor who accounted for approximately 73% and one vendor who accounted for approximately 69% of consolidated gross payables, respectively. The loss of these vendors could have a significant impact on the Company’s financial performance and regulatory compliance.

The Company had one vendor, SDE, a related party, that accounted for 66% and 58% of the Company’s combined cost of revenues and operating expenses during the three months ended March 31, 2024 and 2023, respectively. Amounts payable to SDE are included in accounts payable - related parties in the consolidated balance sheets as of March 31, 2024 and December 31, 2023. The loss of SDE as a vendor would significantly and adversely affect the Company’s core business.

Recently Issued Accounting Pronouncements

Recently Issued Accounting Pronouncements

In August 2020, the FASB issued ASU 2020-06, Contracts in Entity’s Own Equity (Subtopic 815-40) – Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, to simplify the application of GAAP for certain financial instruments with characteristics of liabilities and equity. The FASB decided to eliminate certain accounting models to simplify the accounting for convertible instruments, reduce complexity for preparers and practitioners, and improve the decision usefulness and relevance of the information provided to financial statement users. The FASB also amended the guidance for derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusion and amended the related earnings per share guidance. The Company has adopted this standard on January 1, 2024 and it did not have a material impact on the Company’s financial statements.

In October 2023, the FASB issued ASU 2023-06, Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative, to clarify or improve disclosure and presentation requirements of a variety of topics. Certain of the amendments represent clarifications to or technical corrections of the current requirements. Many of the amendments allow users to more easily compare entities subject to the SEC’s existing disclosures with those entities that were not previously subject to the SEC’s requirements. ASU 2023-06 is effective for companies subject to the SEC’s disclosure requirements. The effective date for each amendment will be the date on which the SEC’s removal of that related disclosure from Regulation S-X or Regulation S-K becomes effected. For all other entities the amendments will be effective two years. The Company expects the implementation of this standard to require modification of certain disclosures and we do not expect the standard to have a material impact on the Company’s financial statements.

In November 2023, the FASB issued ASU 2023-07, Improvements to Reportable Segment Disclosure (Topic 280), to improve financial reporting by requiring disclosure of incremental segment information on an annual and interim basis for all public entities. The update does not change how a public entity identifies its operating segments, aggregates those operating segments, or applied the quantitative thresholds to determine its reportable segments. The amendments in this update are effective for fiscal years beginning after December 15, 2023, and interim periods beginning after December 15, 2024. The Company is evaluating the impact of adopting the new standard.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, to improve the transparency of income tax disclosures requiring consistent categories and greater disaggregation of information in the rate reconciliation and income taxes paid disaggregated by jurisdiction. The amendments in the update requires that public business entities, on an annual basis, disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. The amendments in this update are effective for annual periods beginning after December 15, 2024. The Company is evaluating the impact of adopting the new standard.

Snail Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

Employee Savings Plans

Employee Savings Plans

The Company maintains a 401(k) for its United States based employees. The plan is offered to all eligible employees to make voluntary contributions. Employer contributions to the plan are reported under general and administrative costs in the amounts of $24,274 and $26,619 for the three months ended March 31, 2024 and 2023, respectively.

Stock-Based Compensation

Stock-Based Compensation

The Company recognizes compensation cost for stock-based awards to employees based on the awards’ estimated grant-date fair value using a straight-line approach over the service period for which such awards are expected to vest. The Company accounts for forfeitures as they occur. The Company did not issue any restricted stock units (“Restricted Stock Units” or “restricted stock units”) during the three months ended March 31, 2024, and 2023. The fair value of Restricted Stock Units is determined based on the quoted market price of our common stock on the date of grant.

The Company’s 2022 Omnibus Incentive Plan (the “2022 Plan”) became effective upon the consummation of the IPO. The 2022 Omnibus Incentive allows us to grant options to purchase our common stock and to grant stock options, stock appreciation rights, restricted stock, restricted stock units and performance awards and other cash-based awards and other stock-based awards to our employees, officers, and directors, up to a maximum of 5,718,000 shares. Stock options may be granted to employees and officers and non-qualified options may be granted to employees, officers, and directors, at not less than the fair market value on the date of grant. The number of shares of common stock available for issuance under the 2022 Plan will be increased annually on the first day of each fiscal year during the term of the 2022 Plan, beginning with the 2023 fiscal year, by an amount equal to the lesser of (a) 5,718,000 shares, (b) 1% of the shares of the Company’s Class B common stock outstanding (on a fully diluted basis) on the final day of the immediately preceding calendar year or (c) such smaller number of shares as determined by the Company’s board of directors. As of March 31, 2024, and December 31, 2023, there were 4,487,675 shares reserved for issuance under the 2022 Plan.

Restricted Stock Units

Restricted Stock Units

The Company granted restricted stock units under our 2022 Omnibus Incentive Plan to employees and directors. Restricted stock units are unfunded, unsecured rights to receive common stock upon the satisfaction of certain vesting criteria. Upon vesting, a number of shares of common stock equivalent to the number of restricted stock units is typically issued net of required tax withholding requirements, if any. Restricted stock units are subject to forfeiture and transfer restrictions. For the three months ended March 31, 2024 and 2023, stock-based compensations expenses amounted to ($926,875) and $152,595, respectively.

Warrants

Warrants

In connection with the IPO, offering costs related to legal, accounting, and underwriting costs were net with the proceeds and recorded as a reduction in additional paid in capital, in the stockholders’ equity section of the consolidated balance sheets. The Company also issued Underwriters Warrants (as defined below) for services provided during the IPO to purchase 120,000 shares of Class A common stock. The Underwriters Warrants are accounted for as equity instruments and are included in the stockholders’ equity section of the condensed consolidated balance sheets. The fair value of the Underwriters Warrants has been estimated using the Black-Scholes option pricing model.

On August 24, 2023, the Company issued warrants in connection with its convertible debt for the purchase of 714,285 shares (the “Convertible Note Warrants”). The Convertible Note Warrants are accounted for as a liability and are included in the accrued expenses and other liabilities in the condensed consolidated balance sheets. The Convertible Note Warrants may require partial cash settlement in the future, include various adjustment provisions, meet the definition of a derivative and are classified as a liability, as such the warrants are measured at fair value in accordance with ASC 815 – “Derivatives and Hedging”. The fair value of the Convertible Note Warrants has been estimated using the Monte-Carlo pricing model. For more information regarding convertible notes and related warrants see Note 16 - Equity.

On August 24, 2023, the Company issued a warrant to an investor (the “Equity Line Warrant”) for the purchase of 367,647 shares of Class A common stock in consideration of the investor’s commitment to purchase Class A common stock. The fair value of the Equity Line Warrant is recorded as a warrant liability and is included in the accrued expenses and other liabilities in the Company’s condensed consolidated balance sheets. The Equity Line Warrants may require partial cash settlement in the future, include various adjustment provisions, meet the definition of a derivative and are classified as a liability, as such the warrants are measured at fair value in accordance with ASC 815 – “Derivatives and Hedging”. The fair value of the Equity Line Warrants has been estimated using the Monte-Carlo pricing model using level 3 inputs. The most significant of the inputs used are the underlying stock price, the exercise price, the contractual term, volatility and the risk-free rate. For more information regarding equity line and related warrants see Note 16 – Equity.

Share Repurchase Program

Share Repurchase Program

On November 10, 2022, the Company’s board of directors authorized a share repurchase program under which the Company may repurchase up to $5 million of outstanding shares of Class A common stock of the Company, subject to ongoing compliance with the Nasdaq listing rules. The program does not have a fixed expiration date. Repurchased shares are accounted for at cost and reported as a reduction of equity in the condensed consolidated balance sheets under treasury stock. No treasury stock was sold during the three months ended March 31, 2024 and 2023. As of March 31, 2024 and 2023, 1,350,275 shares of Class A common stock were repurchased pursuant to the Share Repurchase Program for an aggregate purchase price of approximately $3.7 million. The average price paid per share was $2.72 and approximately $1.3 million aggregate amount of shares of Class A common stock remain available for repurchase under the Share Repurchase Program.

Snail Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

Loss Per Share

Loss Per Share

Loss per share (“EPS”) is calculated by dividing the net loss that is applicable to the common stockholders for the period by the weighted average number of shares of common stock during that period. The diluted EPS for the period is calculated by dividing the net loss applicable to common stockholders for the period by the weighted average number of shares of common stock and common stock equivalents outstanding during the period. The Company’s common stock equivalents are measured using the treasury stock method and represent unvested restricted stock units and warrants. The Company issues two classes of common stock with differing voting rights, and as such, reports EPS using the dual class method. For more information see Note 15 –Loss Per Share.

Dividend Restrictions

Dividend Restrictions

Our ability to pay cash dividends is currently restricted by the terms of our credit facilities.

CASH AND CASH EQUIVALENTS, AND RESTRICTED CASH AND CASH EQUIVALENTS (Details Narrative) - USD ($)	Mar. 31, 2024	Dec. 31, 2023	Jun. 21, 2023
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items]
Restricted cash and cash equivalents, noncurrent	$ 1,117,310	$ 1,116,196
Restricted cash and cash equivalents			$ 5,273,391
Debt [Member]
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items]
Restricted cash and cash equivalents, noncurrent	$ 1,117,310	$ 1,116,196

SUMMARY OF COMPONENTS OF CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AND CASH EQUIVALENTS (Details) - USD ($)	Mar. 31, 2024	Dec. 31, 2023	Mar. 31, 2023	Dec. 31, 2022
Cash And Cash Equivalents And Restricted Cash And Cash Equivalents
Cash and cash equivalents	$ 16,068,729	$ 15,198,123	$ 4,108,251
Restricted cash and cash equivalents	1,117,310		6,380,657
Cash and cash equivalents, and restricted cash and cash equivalents	$ 17,186,039	$ 16,314,319	$ 10,488,908	$ 19,238,185

REVOLVING LOAN, SHORT TERM NOTES AND LONG - TERM DEBT (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Short-Term Debt [Line Items]
Amortization of loan origination expenses	$ 294,683	$ 8,911
Revolver Loan [Member]
Short-Term Debt [Line Items]
Interest expense	$ 395,964	$ 294,245
Weighted average interest rate	8.00%		8.10%

SCHEDULE OF SUPPLEMENTAL INFORMATION RELATED TO OPERATING LEASES (Details) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Operating Lease Right-of-use Assets
Cash paid for amounts included in the measurement of lease liabilities	$ 400,662	$ 385,254
Weighted average remaining lease term	1 year 8 months 12 days	2 years 8 months 12 days
Weighted average discount rate	5.00%	5.00%

ACCOUNTS RECEIVABLE (PAYABLE) – RELATED PARTY

3 Months Ended

Mar. 31, 2024

Accounts Receivable Payable Related Party

ACCOUNTS RECEIVABLE (PAYABLE) – RELATED PARTY

NOTE 5 – ACCOUNTS RECEIVABLE (PAYABLE) – RELATED PARTY

Accounts receivable — related party represents receivables in the ordinary course of business attributable to certain mobile game revenues that, for administrative reasons, were collected by a related party and that the related party has not yet remitted back to the Company. Accounts receivable — related party is non-interest bearing and due on demand. The related party, SDE Inc. (“SDE”), is 100% owned and controlled by the wife of the Founder, Co-Chief Executive Officer, Chief Strategy Officer and Chairman of the Company. In January 2024, the Company entered into an offset agreement with SDE. The Company has the right to offset payables due to the related party for royalties, internet, server, and datacenter costs (“IDC”) and marketing costs as they are determinable, mutual, and the right is enforceable by law. The Company will offset $0.5 million per month, or $6.0 million annually, beginning in January 2024, until the receivable has been collected or offset in full. To reflect the timing of the offset agreement, a portion of the SDE receivable is presented as a long-term asset. During the three months ended March 31, 2024, the Company made cash payments to SDE in the amount of $16.8 million and anticipates continuing to make cash payment to SDE in future years. As of March 31, 2024 and December 31, 2023, the outstanding balance of net accounts receivable from related party was as follows:

	2024			2023
Accounts receivable – related party	$	12,000,592		$	13,500,592
Less: accounts payable – related party – SDE		(3,414,787	)		(10,946,478	)
Net accounts receivable, related party - SDE		8,585,805			2,554,114
Less: accounts receivable – related party, net of current portion		6,000,592			7,500,592
Net accounts receivable (payable), related party, current - SDE	$	2,585,213		$	(4,946,478	)

Snail Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

SCHEDULE OF COST OF REVENUES (Details) - USD ($)	3 Months Ended
SCHEDULE OF COST OF REVENUES (Details) - USD ($)	Mar. 31, 2024	Mar. 31, 2023
Accounting Policies [Abstract]
Software license royalties – related parties	$ 3,274,020	$ 2,863,011
Software license royalties	162,748	352,439
License and amortization – related parties	6,000,000	5,195,651
License and amortization	201	201
Merchant fees	221,449	459,471
Engine fees	961,442	424,227
Internet, server and data center	1,400,006	1,540,692
Costs related to advertising revenue	21,832	25,245
Total:	$ 12,041,698	$ 10,860,937

EQUITY (Details Narrative)				1 Months Ended	3 Months Ended		12 Months Ended
EQUITY (Details Narrative)	Oct. 10, 2023 shares	Aug. 24, 2023 USD ($) $ / shares shares	Nov. 09, 2022 $ / shares shares	Aug. 31, 2023 USD ($) $ / shares shares	Mar. 31, 2024 USD ($) Integer $ / shares shares	Mar. 31, 2023 USD ($) shares	Dec. 31, 2023 USD ($) $ / shares shares
Class of Stock [Line Items]
Number of classes of common stock \| Integer					2
Proceeds from issuance of common stock				$ 1,000,000
Interest rate, stated percentage					8.25%
Proceeds from convertible debt				554,246
Debt instrument annual principal payment					$ 312,075
Conversion of convertible securities value					$ 60,000
Number of share repurchased \| shares					1,350,275		1,350,275
Payments for repurchase of equity						$ 257,093
Deferred income tax benefit related to stock-based compensation expense					194,644	32,045
Research And Development [Member]
Class of Stock [Line Items]
Stock based compensation					(64,241)	0
Restricted Stock Units (RSUs) [Member]
Class of Stock [Line Items]
Stock based compensation					(862,634)	$ 152,595
Unrecognized compensation cost					$ 1,200,000
Unrecognized compensation cost recognized period					2 years 3 months 18 days
Restricted Stock Units (RSUs) [Member] \| Director [Member]
Class of Stock [Line Items]
Vesting period					1 year
Performance Shares [Member] \| Employees [Member]
Class of Stock [Line Items]
Vesting period					5 years
Convertible Debt [Member]
Class of Stock [Line Items]
Convertible debt principal amount				$ 1,080,000	$ 713,114		$ 860,910
Convertible shares \| shares				714,285
Original issue discount percentage				7.40%
Interest rate, stated percentage				7.50%
Interest rate in case of default				16.00%
Convertible debt maturity date				May 24, 2024
Debt instrument, description				The Convertible Notes may be prepaid by the Company upon giving the Investors a fifteen-trading day notice by paying an amount equal to the then outstanding balance. If the Company enters into a qualifying financing it may be required by the Investors to repay part or all of the Convertible Notes at a 112.5% premium (limited to 10% of the proceeds of the qualified financing, if such financing results in gross proceeds to the Company at least $5,000,000). In event of default or change of control, the Investors may require the Company to prepay the Convertible Notes at a 120% premium.
Proceeds from convertible debt				$ 5,000,000
Proceeds from debt				525,754
Debt discount				$ 152,500
Effective interest rate percentage					103.40%
Interest expense					$ 252,820
Contractual interest expense					18,347
Accretion expense					181,754
Amortization of debt discount					52,719
Warrant [Member]
Class of Stock [Line Items]
Common stock, shares authorized \| shares				714,285
Common stock, par value \| $ / shares				$ 1.89
Fair value of warrant liability					485,382		480,281
Other income					5,101
Common Stock [Member] \| Equity Line Purchase Agreement [Member]
Class of Stock [Line Items]
Beneficial ownership		9.99%
Warrant One [Member]
Class of Stock [Line Items]
Common stock, par value \| $ / shares		$ 1.50
Fair value of warrant liability					94,147		$ 103,767
Other income					$ 9,620
Number of shares issued \| shares		367,647
Equity Line Purchase Agreement [Member] \| Common Stock [Member]
Class of Stock [Line Items]
Common stock issued		$ 5,000,000
Number of shares transferred \| shares	15,093,768
Warrant to purchase \| shares		367,647
Warrant to purchase deferred offering costs		$ 105,411
Common Class A [Member]
Class of Stock [Line Items]
Number of votes per share \| Integer					1
Number of Class A share issuable upon conversion \| Integer					1
Number of warrants issued to purchase common stock \| shares					9,357,749		9,275,420
Convertible shares \| shares		367,647			120,000
Conversion of convertible securities value					$ 60,000
Conversion of convertible securities shares \| shares					71,460
Common stock, shares authorized \| shares					500,000,000		500,000,000
Common stock, par value \| $ / shares					$ 0.0001		$ 0.0001
Number of share repurchased \| shares					1,350,275	152,626
Aggregate purchase price					$ 3,700,000	$ 300,000
Average price paid per share \| $ / shares					$ 2.72
Aggregate purchase price					$ 1,300,000
Payments for repurchase of equity						$ 1,680,000
Common Class A [Member] \| Convertible Debt [Member]
Class of Stock [Line Items]
Proceeds from issuance of common stock				$ 1,000,000
Common Class A [Member] \| Common Stock [Member]
Class of Stock [Line Items]
Conversion of convertible securities value					$ 7
Conversion of convertible securities shares \| shares					71,460
Common Class A [Member] \| IPO [Member] \| Warrant [Member]
Class of Stock [Line Items]
Percent of issue price at IPO price			125.00%
Issue price per share \| $ / shares			$ 6.25
Warrants term			3 years
Common Class A [Member] \| Underwriting Agreement [Member]
Class of Stock [Line Items]
Percentage of warrants issued			400.00%
Number of warrants issued to purchase common stock \| shares			120,000
Weighted average expected volatility			53.00%
Discount rate			4.49%
Remaining term			3 years
Common Class B [Member]
Class of Stock [Line Items]
Number of votes per share \| Integer					10
Number of warrants issued to purchase common stock \| shares					28,748,580		28,748,580
Common stock, shares authorized \| shares					100,000,000		100,000,000
Common stock, par value \| $ / shares					$ 0.0001		$ 0.0001
Common Class B [Member] \| Common Stock [Member]
Class of Stock [Line Items]
Conversion of convertible securities value

PROPERTY, PLANT AND EQUIPMENT, NET (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Property, Plant and Equipment [Abstract]
Depreciation, Depletion and Amortization	$ 82,338	$ 115,060

LOAN AND INTEREST RECEIVABLE — RELATED PARTY (Details Narrative) - USD ($)	1 Months Ended		3 Months Ended
	Feb. 28, 2022	Feb. 28, 2021	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Subsidiary of Suzhou Snail [Member]
Defined Benefit Plan Disclosure [Line Items]
Loan to related party		$ 200,000
Percentage of loan interest	2.00%
Suzhou Snail [Member]
Defined Benefit Plan Disclosure [Line Items]
Amount of loan and interest receivable offset	$ 103,890
Suzhou Snail [Member] \| Snail Digital Technology Co. Ltd. [Member]
Defined Benefit Plan Disclosure [Line Items]
Loan amount and interest assumed	$ 203,890
Related Party [Member]
Defined Benefit Plan Disclosure [Line Items]
Loan and interest receivable - related party			$ 104,252		$ 103,753
Interest income earned			$ 499	$ 493

ACCOUNTS PAYABLE — RELATED PARTIES (Details Narrative) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Defined Benefit Plan Disclosure [Line Items]
Research and development expense	$ 1,776,522	$ 1,373,797
Development Agreement [Member]
Defined Benefit Plan Disclosure [Line Items]
Installments	253,000
Suzhou Snail [Member]
Defined Benefit Plan Disclosure [Line Items]
Accounts payable to parent	16,951,062		$ 18,147,958
SDE Inc [Member]
Defined Benefit Plan Disclosure [Line Items]
Accounts payable to parent			4,946,478
Snail Digital Technology Co. Ltd. [Member]
Defined Benefit Plan Disclosure [Line Items]
License costs to related party	47,105		$ 72,524
Research and development expense	759,000	0
Royalty payments	$ 1,575,000	$ 450,000

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)		3 Months Ended		12 Months Ended
	Aug. 24, 2023	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022	Jul. 31, 2023	Nov. 10, 2022
Product Information [Line Items]
Revenue recognized		$ 2,535,834	$ 453,223
Deferred revenue, long-term portion		17,102,747	4,882,744	$ 15,064,078
Deferred revenue, current		21,937,421	4,517,573	19,252,628
General and administrative expense		2,282,040	4,525,751
Advertising and marketing expenses		141,030	104,549
Research and development expense		1,776,522	1,373,797
Liabilities for uncertain tax positions		254,731		254,731
Deposits not insured by FDIC		15,410,350		$ 14,716,652
Employer contributions toplan		24,274	26,619
Convertible debt shares	714,285
Restricted Stock Units (RSUs) [Member]
Product Information [Line Items]
Stock-based compensation		(862,634)	152,595
Stock-based compensation		$ (926,875)	$ 152,595
Common Class A [Member]
Product Information [Line Items]
Warrants issued to purchase common stock	367,647	120,000
Shares remain available for repurchase, amount		$ 1,300,000
Omnibus Incentive Plan (2022 Plan) [Member]
Product Information [Line Items]
Number of shares authorized for issuance				5,718,000
Number of shares available for issuance				5,718,000
Omnibus Incentive Plan (2022 Plan) [Member] \| Common Class B [Member]
Product Information [Line Items]
Annual increase in shares reserve for issuance (as a percent)				1.00%
Share Repurchase Program [Member]
Product Information [Line Items]
Number of treasury stock sold		0	0
Share Repurchase Program [Member] \| Common Class A [Member]
Product Information [Line Items]
Shares authorized for repurchase							$ 5,000,000
Number of shares repurchased		1,350,275	1,350,275
Aggregate purchase price of shares repurchased		$ 3,700,000
Average price paid per share for repurchase of shares		$ 2.72
Shares remain available for repurchase, amount		$ 1,300,000
Accounts Receivable [Member] \| Customer Concentration Risk [Member] \| Three Customers [Member]
Product Information [Line Items]
Concentration percentage		72.00%
Accounts Receivable [Member] \| Customer Concentration Risk [Member] \| Four Customers [Member]
Product Information [Line Items]
Concentration percentage				95.00%
Accounts Receivable [Member] \| Customer Concentration Risk [Member] \| Customer One [Member]
Product Information [Line Items]
Concentration percentage		34.00%		43.00%
Accounts Receivable [Member] \| Customer Concentration Risk [Member] \| Customer Two [Member]
Product Information [Line Items]
Concentration percentage		21.00%		20.00%
Accounts Receivable [Member] \| Customer Concentration Risk [Member] \| Customer Three [Member]
Product Information [Line Items]
Concentration percentage		17.00%		16.00%
Accounts Receivable [Member] \| Customer Concentration Risk [Member] \| Customer Four [Member]
Product Information [Line Items]
Concentration percentage				16.00%
Revenue Benchmark [Member] \| Customer Concentration Risk [Member] \| Three Customers [Member]
Product Information [Line Items]
Concentration percentage			70.00%
Revenue Benchmark [Member] \| Customer Concentration Risk [Member] \| Four Customers [Member]
Product Information [Line Items]
Concentration percentage		62.00%
Revenue Benchmark [Member] \| Customer Concentration Risk [Member] \| Customer One [Member]
Product Information [Line Items]
Concentration percentage		37.00%	36.00%
Revenue Benchmark [Member] \| Customer Concentration Risk [Member] \| Customer Two [Member]
Product Information [Line Items]
Concentration percentage		15.00%	18.00%
Revenue Benchmark [Member] \| Customer Concentration Risk [Member] \| Customer Three [Member]
Product Information [Line Items]
Concentration percentage		13.00%	10.00%
Revenue Benchmark [Member] \| Customer Concentration Risk [Member] \| Customer Four [Member]
Product Information [Line Items]
Concentration percentage		11.00%
Accounts Payable [Member] \| Supplier Concentration Risk [Member] \| One Vendor [Member]
Product Information [Line Items]
Concentration percentage		73.00%		69.00%
Cost of Revenues and Operating Expenses [Member] \| Supplier Concentration Risk [Member] \| SDE Inc [Member]
Product Information [Line Items]
Concentration percentage		66.00%	58.00%
Promissory Note [Member]
Product Information [Line Items]
Fixed interest rate duration		5 years
Floating prime rate		0.50%
General and Administrative Expense [Member]
Product Information [Line Items]
Stock-based compensation		$ (862,634)	$ 152,595
Research and Development Expense [Member]
Product Information [Line Items]
Stock-based compensation		(64,241)	$ 0
Distribution Agreement [Member]
Product Information [Line Items]
Revenue recognized		300,000
ARK 1's Perpetual License [Member] \| Long-term Title License Agreement [Member]
Product Information [Line Items]
Revenue recognized					$ 2,500,000
ARK II [Member] \| Long-term Title License Agreement [Member]
Product Information [Line Items]
Deferred revenue, long-term portion					$ 2,300,000
ARK II [Member] \| Distribution Agreement [Member]
Product Information [Line Items]
Deferred revenue, long-term portion		1,100,000
ARK Survival Ascended [Member]
Product Information [Line Items]
Prepaid royalties		1,400,000		$ 5,500,000
ARK Survival Ascended [Member] \| Distribution Agreement [Member]
Product Information [Line Items]
Prepaid royalties						$ 1,800,000
Deferred revenue, current		$ 400,000
Minimum [Member]
Product Information [Line Items]
Typical customer terms		30 days
Minimum [Member] \| Omnibus Incentive Plan (2022 Plan) [Member]
Product Information [Line Items]
Number of shares available for issuance		4,487,675
Maximum [Member]
Product Information [Line Items]
Typical customer terms		75 days
Maximum [Member] \| Omnibus Incentive Plan (2022 Plan) [Member]
Product Information [Line Items]
Number of shares available for issuance				4,487,675

PREPAID EXPENSES - RELATED PARTY (Tables)

3 Months Ended

Mar. 31, 2024

Prepaid Expenses - Related Party

SCHEDULE OF PREPAID EXPENSES - RELATED PARTY

	2024			2023
Prepaid royalties	$	7,483,120		$	6,086,406
Prepaid licenses		7,500,000			7,500,000
Other prepaids		197,184			242,060
Prepaid expenses - related party, ending balance		15,180,304			13,828,466
Less: short-term portion		(4,337,556	)		(6,044,404	)
Total prepaid expenses - related party, long-term	$	10,842,748		$	7,784,062

PREPAID EXPENSES - RELATED PARTY

3 Months Ended

Mar. 31, 2024

Prepaid Expenses - Related Party

PREPAID EXPENSES - RELATED PARTY

NOTE 6 – PREPAID EXPENSES - RELATED PARTY

On March 10, 2023, the Company amended its exclusive software license agreement with SDE relating to the ARK franchise. For DLC’s, the Company plans to release during the term of the agreement, the Company has the option to pay the $5.0 million DLC payment in whole or in part, when paid in advance; or in full, upon the DLC release. No payment for any DLC under this agreement will exceed $5.0 million.

During the three months ended March 31, 2024, the Company made $1.4 million in prepaid royalty payments related to ARK: Survival Ascended DLC’s which have not yet been released. During the year ended December 31, 2023, the Company prepaid $2.5 million for exclusive license rights for an ARK: Survival Ascended DLC to SDE and $5.5 million in prepaid royalties related to ARK: Survival Ascended DLC’s which have not yet been released. Prepaid expenses — related party consisted of the following as of March 31, 2024 and December 31, 2023:

	2024			2023
Prepaid royalties	$	7,483,120		$	6,086,406
Prepaid licenses		7,500,000			7,500,000
Other prepaids		197,184			242,060
Prepaid expenses - related party, ending balance		15,180,304			13,828,466
Less: short-term portion		(4,337,556	)		(6,044,404	)
Total prepaid expenses - related party, long-term	$	10,842,748		$	7,784,062

The amount classified as short-term, as of March 31, 2024, includes prepaid royalties for ARK: Survival Ascended DLC’s which have not yet been released and various operational software licenses obtained through SDE.

Condensed Consolidated Statements of Cash Flows - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Cash flows from operating activities:
Net loss	$ (1,780,458)	$ (2,972,597)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Amortization - loan origination fees and debt discounts	47,729	8,911
Accretion – convertible notes	181,754
Depreciation and amortization - property and equipment	82,338	115,060
Stock-based compensation expense	(926,875)	152,595
Interest income from restricted escrow deposit		(9,874)
Deferred taxes, net	(555,781)
Changes in assets and liabilities:
Accounts receivable	17,759,629	(230,885)
Accounts receivable - related party	(1,085,213)	47,744
Prepaid expenses - related party	(1,351,838)	(2,500,000)
Prepaid expenses and other current assets	(1,779,508)	(632,240)
Prepaid taxes	70,407
Accounts payable	(1,938,654)	(1,248,355)
Accounts payable - related parties	(6,143,374)	(377,476)
Accrued expenses and other liabilities	(461,311)	443,528
Interest receivable - related party	(499)	(493)
Lease liabilities	(64,821)	(49,411)
Deferred revenue	4,723,462	(151,130)
Net cash provided by (used in) operating activities	6,777,187	(6,708,770)
Cash flows from financing activities:
Repayments on promissory note	(20,484)	(26,503)
Repayments on notes payable	(2,333,333)	(1,666,667)
Repayments on convertible notes	(269,550)
Repayments on revolving loan	(3,000,000)
Purchase of treasury stock		(257,093)
Payments of capitalized offering costs		(92,318)
Payments of offering costs in accounts payable	(262,914)
Net cash used in financing activities	(5,886,281)	(2,042,581)
Effect of foreign currency translation on cash and cash equivalents	(19,186)	2,074
Net increase (decrease) in cash and cash equivalents, and restricted cash and cash equivalents	871,720	(8,749,277)
Cash and cash equivalents, and restricted cash and cash equivalents - beginning of the period	16,314,319	19,238,185
Cash and cash equivalents, and restricted cash and cash equivalents – end of the period	17,186,039	10,488,908
Cash paid during the period for:
Interest	171,101	285,672
Income taxes	1,871	182,387
Noncash finance activity during the period for:
Debt converted to equity	(60,000)
License Rights, Related Parties [Member]
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Amortization - intangible assets		695,652
Other Intangible Assets [Member]
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Amortization - intangible assets	$ 200	$ 201

SCHEDULE OF ACCOUNTS PAYABLE- RELATED PARTIES (Details) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Suzhou [Member]
Defined Benefit Plan Disclosure [Line Items]
Accounts payable	$ 54,565,974	$ 55,762,870
Less: accounts receivable	(37,614,912)	(37,614,912)
SDE Inc [Member]
Defined Benefit Plan Disclosure [Line Items]
Accounts payable		4,946,478
Related Party [Member]
Defined Benefit Plan Disclosure [Line Items]
Accounts payable	16,951,062	23,094,436
Less: accounts receivable	(12,000,592)	(13,500,592)
Total accounts payable – related parties	$ 16,951,062	$ 23,094,436

PREPAID EXPENSES AND OTHER CURRENT ASSETS

3 Months Ended

Mar. 31, 2024

Prepaid Expenses And Other Current Assets

PREPAID EXPENSES AND OTHER CURRENT ASSETS

NOTE 7 – PREPAID EXPENSES AND OTHER CURRENT ASSETS

Prepaid expenses and other current assets consisted of the following as of March 31, 2024 and December 31, 2023:

	2024		2023
Other receivables	$	1,814,274	$	-
Deferred offering costs		105,411		105,411
Other prepaids		56,921		70,967
Other current assets		442,595		463,315
Total prepaid expenses and other current assets	$	2,419,201	$	639,693

Snail Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

SCHEDULE OF FUTURE MINIMUM PAYMENTS OF LONG TERM DEBT (Details)	Mar. 31, 2024 USD ($)
Debt Disclosure [Abstract]
Remainder of 2024	$ 3,819,340
2025	86,013
2026	89,115
2027	92,329
2028	95,414
Thereafter	2,359,677
Long term debt	$ 6,541,888

- Definition

Amount, after deduction of unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation.

+ References + Details

ACCOUNTS PAYABLE — RELATED PARTIES (Tables)

3 Months Ended

Mar. 31, 2024

Accounts Payable Related Parties

SCHEDULE OF ACCOUNTS PAYABLE- RELATED PARTIES

	2024			2023
Accounts payable - Suzhou	$	54,565,974		$	55,762,870
Less: accounts receivable - Suzhou		(37,614,912	)		(37,614,912	)
Less: accounts receivable		(37,614,912	)		(37,614,912	)
Accounts payable - SDE		-			4,946,478
Accounts payable		-			4,946,478
Total accounts payable – related parties	$	16,951,062		$	23,094,436

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3 Months Ended

Mar. 31, 2024

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Revenue Recognition

	●	Consumable: consumable virtual items represent items that can be consumed by a specific player action. Consumable virtual items do not result in a direct benefit that the player keeps or provide the player any continuing benefit following consumption, and they often enable a player to perform an in-game action immediately. For the sale of consumable virtual items, the Company recognizes revenue as the items are consumed (i.e., over time).

	●	Durable: durable virtual items represent items that are accessible to the player over an extended period of time. The Company recognizes revenue from the sale of durable virtual items ratably over the estimated service period for the applicable game (i.e., over time), which represents our best estimate of the average life of the durable virtual item.

	●	Reasonably available data points, including third party or industry pricing, and contractually stated prices.

	●	Market conditions such as market demand, competition, market constraints, awareness of the product and market trends.

	●	Entity-specific factors including pricing strategies and objectives, market share and pricing practices for bundled arrangements.

Principal vs. Agent Consideration

	●	The underlying contract terms and conditions between the various parties to the transaction;

	●	Which party is primarily responsible for fulfilling the promise to provide the specified good or service; and

	●	Which party has discretion in establishing the price for the specified good or service.

Snail Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

Contract Balance

The Company records deferred revenue when cash payments are received or due in advance of its performance, even if amounts are refundable.

Estimated Service Period

Shipping, Handling and Value Added Taxes (“VAT”)

Snail Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

Cost of Revenues

SCHEDULE OF COST OF REVENUES

	2024		2023
Software license royalties – related parties	$	3,274,020	$	2,863,011
Software license royalties		162,748		352,439
License and amortization – related parties		6,000,000		5,195,651
License and amortization		201		201
Merchant fees		221,449		459,471
Engine fees		961,442		424,227
Internet, server and data center		1,400,006		1,540,692
Costs related to advertising revenue		21,832		25,245
Total:	$	12,041,698	$	10,860,937

General and Administrative Costs

Advertising and Marketing Costs

The Company expenses advertising and marketing costs as incurred. For the three months ended March 31, 2024 and 2023, advertising and marketing expenses totaled $141,030 and $104,549, respectively.

Research and Development

Non-controlling Interests

Subsidiary Name	Equity % Owned			Non-Controlling %
Snail Innovative Institute		70	%		30	%
BTBX.IO, LLC		70	%		30	%
Donkey Crew, LLC		99	%		1	%

Snail Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

Cash and Cash Equivalents and Restricted Cash and Cash Equivalents

Restricted Escrow Deposits

Accounts Receivable

Fair Value Measurements

The following describes the hierarchy of inputs used to measure fair value and the primary valuation methodologies used by the Company for financial instruments measured at fair value.

The three levels of inputs are as follows:

	●	Level 1: Quoted prices in active markets for identical assets or liabilities that the Company has an ability to access as of the measurement date.

	●	Level 2: Inputs that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the same term of the assets or liabilities.

	●	Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

Snail Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

Amortizable Intangibles and Other Long-lived Assets

Income Taxes

Snail Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

Concentration of Credit Risk and Significant Customers

Recently Issued Accounting Pronouncements

Snail Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

Employee Savings Plans

Stock-Based Compensation

Restricted Stock Units

Warrants

Share Repurchase Program

Snail Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

Loss Per Share

Dividend Restrictions

Our ability to pay cash dividends is currently restricted by the terms of our credit facilities.

SCHEDULE OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (Details) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Cost of revenues		$ 10,860,937
Gross profit	$ 2,074,031	2,597,551
General and administrative	$ 2,282,040	4,525,751
Previously Reported [Member]
Cost of revenues		9,816,397
Gross profit		3,642,091
General and administrative		5,570,291
Revision of Prior Period, Adjustment [Member]
Cost of revenues		1,044,540
Gross profit		(1,044,540)
General and administrative		$ (1,044,540)

- Definition

The aggregate cost of goods produced and sold and services rendered during the reporting period.

+ References

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+ Details

- Definition

Aggregate revenue less cost of goods and services sold or operating expenses directly attributable to the revenue generation activity.

+ References

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+ Details

SCHEDULE OF DISAGGREGATION OF REVENUE (Details) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Disaggregation of Revenue [Line Items]
Total revenue from contracts with customers:	$ 14,115,729	$ 13,458,488
Sales Channel Directly to Consumer Digital Online Service [Member]
Disaggregation of Revenue [Line Items]
Total revenue from contracts with customers:	11,107,540	10,785,770
Sales Channel Directly to Consumer Mobile Sale [Member]
Disaggregation of Revenue [Line Items]
Total revenue from contracts with customers:	962,941	1,718,032
Sales Channel, Through Intermediary [Member]
Disaggregation of Revenue [Line Items]
Total revenue from contracts with customers:	2,045,248	954,686
Console [Member]
Disaggregation of Revenue [Line Items]
Total revenue from contracts with customers:	6,002,817	5,773,590
PC [Member]
Disaggregation of Revenue [Line Items]
Total revenue from contracts with customers:	5,104,723	5,012,180
Mobile [Member]
Disaggregation of Revenue [Line Items]
Total revenue from contracts with customers:	962,941	1,718,032
Manufactured Product, Other [Member]
Disaggregation of Revenue [Line Items]
Total revenue from contracts with customers:	2,045,248	954,686
UNITED STATES
Disaggregation of Revenue [Line Items]
Total revenue from contracts with customers:	11,898,607	11,777,874
Non-US [Member]
Disaggregation of Revenue [Line Items]
Total revenue from contracts with customers:	2,217,122	1,680,614
Transferred over Time [Member]
Disaggregation of Revenue [Line Items]
Total revenue from contracts with customers:	2,535,834	1,936,375
Transferred at Point in Time [Member]
Disaggregation of Revenue [Line Items]
Total revenue from contracts with customers:	$ 11,579,895	$ 11,522,113

SUBSEQUENT EVENTS

3 Months Ended

Mar. 31, 2024

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE 17 – SUBSEQUENT EVENTS

	●	In April 2024, the Company paid $0.5 million of accrued interest and principal of its convertible notes balance.
	●	The Company has appointed Hai Shi and Xuedong Tian as the Company’s Co-Chief Executive Officers, effective April 15, 2024. The terms of Mr. Tian’s employment include an annual salary of $300,000, title and responsibilities of Co-Chief Executive Officer and an annual performance bonus as determined by the sole discretion of the Board of Directors and the Compensation Committee of the Board.
	●	Mr. Tian was the Founder and President of Weitian Group LLC from May 2012 to October 2020, one of the Company’s investor relations vendors. During the three months ended March 31, 2024, the Company incurred expenses of $18,720 to Weitian Group LLC for investor relations services. As of March 31, 2024, the Company had $10,032 in accounts payable to Weitian Group LLC for expenses incurred during the period.

COMMITMENTS AND CONTINGENCIES

3 Months Ended

Mar. 31, 2024

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

NOTE 14 – COMMITMENTS AND CONTINGENCIES

Litigation

The Company is subject to claims and contingencies related to lawsuits and other matters arising out of the normal course of business. In addition, the Company may receive notifications alleging infringement of patent or other intellectual property rights. The Company has elected to expense legal costs associated with legal contingencies as incurred.

Snail Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

On December 1, 2021, the Company and Studio Wildcard sent a notice of claimed infringement (the “DCMA Takedown Notice”) to Valve Corporation, which operates the Steam platform, pursuant to the Digital Millennium Copyright Act (“DCMA”). The DCMA Takedown Notice concerned a videogame titled Myth of Empires, which was developed by Suzhou Angela Online Game Technology Co., Ltd. (“Angela Game”) and published by Imperium Interactive Entertainment Limited (“Imperium”).

On December 9, 2021, Angela Game and Imperium sued the Company and Studio Wildcard in the United States District Court for the Central District of California (the “District Court”) in response to the DCMA Takedown Notice. The lawsuit sought a declaratory judgment on non-liability for copyright infringement and non-liability for trade secret misappropriation, as well as unspecified damages for alleged misrepresentations in the DCMA Takedown Notice. Angela Game and Imperium also filed an application for a temporary restraining order asking the court to order us and Studio Wildcard to rescind the DCMA Takedown Notice so that Steam could reinstate Myth of Empires for download. On December 20, 2021, the Company and Studio Wildcard filed an answer to the complaint, which included counterclaims against Angela Game and Imperium and a third-party complaint against Tencent seeking unspecified damages resulting from the alleged copyright infringement and misappropriation of trade secrets in connection with the ARK: Survival Evolved source code.

On September 8, 2023, the Company entered into a settlement agreement with Angela Game. The settlement agreement includes an upfront payment from Angela Game to the Company plus ongoing payments. The upfront payment of $1.2 million was recorded as deferred revenue as of December 31, 2023, and recognized upon the satisfaction of performance obligations during the three months ended March 31, 2024.

On March 14, 2023, Bel Air Soto, LLC (“Plaintiff”) filed suit in the Superior Court of California, County of Los Angeles, against Snail Games USA Inc. and INDIEV, an affiliate company that is owned by Mr. Hai Shi, the Company’s Founder, Co-Chief Executive Officer, Chief Strategy Officer, and Chairman, for breach of contract and related claims arising out of a commercial lease for premises located in Los Angeles County. Plaintiff alleges that the defendants exercised an option to extend the lease and was harmed when defendants instead terminated the lease and vacated the premises. The complaint seeks damages in excess of $3 million. Snail Games USA Inc. disputes the allegations and the amount of damages. The Company has responded to the complaint with an answer and cross-complaint. The cross-complaint seeks return for the $130,000 security deposit. The landlord has answered and denied the allegations of the cross-complaint. The Company intends to vigorously defend against the claims asserted. Trial is presently scheduled to commence in December 2024.

On April 21, 2023, Snail Games USA Inc. entered into an indemnity and reimbursement agreement with INDIEV, dated as of April 1, 2023, pursuant to which INDIEV agrees to assume all obligations and liabilities pursuant to the lease and indemnify and reimburse Snail Games USA Inc. for any amounts, damages, expenses, costs or other liability incurred by Snail Games USA Inc. arising under or pursuant to the lease or relating to the premises.

In October 2023, INDIEV has filed for bankruptcy and the Company does not expect to recover its costs from INDIEV. Accordingly, it is uncertain whether INDIEV would be able to indemnify the Company due to its bankruptcy. At this time, the Company is unable to quantify the magnitude of the potential loss should the plaintiffs’ lawsuit succeed and accordingly no accrual for loss has been recorded in the accompanying financial statements.

Snail Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

PROPERTY, PLANT AND EQUIPMENT, NET (Tables)

3 Months Ended

Mar. 31, 2024

Property, Plant and Equipment [Abstract]

SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT, NET

Property, plant and equipment, net consisted of the following as of March 31, 2024 and December 31, 2023:

	2024			2023
Building	$	1,874,049		$	1,874,049
Land		2,700,000			2,700,000
Building improvements		1,010,218			1,010,218
Leasehold improvements		1,537,775			1,537,775
Autos and trucks		178,695			178,695
Computer and equipment		1,809,214			1,809,214
Furniture and fixtures		411,801			411,801
Property, plant and equipment, gross		9,521,752			9,521,752
Accumulated depreciation		(4,922,024	)		(4,839,686	)
Property, plant and equipment, net	$	4,599,728		$	4,682,066

CASH AND CASH EQUIVALENTS, AND RESTRICTED CASH AND CASH EQUIVALENTS

3 Months Ended

Mar. 31, 2024

Cash And Cash Equivalents And Restricted Cash And Cash Equivalents

CASH AND CASH EQUIVALENTS, AND RESTRICTED CASH AND CASH EQUIVALENTS

NOTE 4 – CASH AND CASH EQUIVALENTS, AND RESTRICTED CASH AND CASH EQUIVALENTS

Cash equivalents are valued using quoted market prices or other readily available market information. The Company has restricted cash and cash equivalents of $1,117,310 and $1,116,196 as of March 31, 2024 and December 31, 2023, respectively. The amounts of restricted cash and cash equivalents held as of March 31, 2024, are to secure the standby letter of credit with landlords and the amounts of restricted cash and cash equivalents as of March 31, 2023, were held as security for the debt with a financial institution (see Note 11 — Revolving Loan, Short Term Note, and Long-Term Debt) and to secure standby letters of credit with landlords. On June 21, 2023, the Company amended its revolving loan and $5,273,391 of restricted cash and cash equivalents was released. The following table summarizes the components of the Company’s cash and cash equivalents, and restricted cash and cash equivalents as of March 31, 2024 and 2023:

	2024		2023
Cash and cash equivalents	$	16,068,729	$	4,108,251
Restricted cash and cash equivalents		1,117,310		6,380,657
Cash and cash equivalents, and restricted cash and cash equivalents	$	17,186,039	$	10,488,908

SCHEDULE OF PROCEEDS BETWEEN THE INSTRUMENTS (Details)	1 Months Ended
SCHEDULE OF PROCEEDS BETWEEN THE INSTRUMENTS (Details)	Aug. 31, 2023 USD ($)
Equity [Abstract]
Convertible notes	$ 554,246
Derivative liability
Warrants	445,754
Total proceeds	$ 1,000,000

SCHEDULE OF EQUITY INTEREST AND NON CONTROLLING INTEREST IN SUBSIDIARIES (Details)	Mar. 31, 2024	Dec. 31, 2023
Snail Innovation Institute [Member]
Equity interest owned by the company	70.00%	70.00%
Non controlling interest held in a subsidiary	30.00%	30.00%
BTBX.IO, LLC [Member]
Equity interest owned by the company	70.00%	70.00%
Non controlling interest held in a subsidiary	30.00%	30.00%
Donkey Crew, LLC [Member]
Equity interest owned by the company	99.00%	99.00%
Non controlling interest held in a subsidiary	1.00%	1.00%

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Defined Benefit Plan Disclosure [Line Items]
Revenues, net	$ 14,115,729	$ 13,458,488
Cost of revenues	12,041,698	10,860,937
Gross profit	2,074,031	2,597,551
Operating expenses:
General and administrative	2,282,040	4,525,751
Research and development	1,776,522	1,373,797
Advertising and marketing	141,030	104,549
Depreciation and amortization	82,338	115,060
Total operating expenses	4,281,930	6,119,157
Loss from operations	(2,207,899)	(3,521,606)
Other income (expense):
Interest expense	(395,964)	(294,583)
Other income	227,066	8,175
Foreign currency transaction income (loss)	18,128	(2,367)
Total other income (expense), net	(50,509)	(256,809)
Loss before benefit from income taxes	(2,258,408)	(3,778,415)
Benefit from income taxes	(477,950)	(805,818)
Net loss	(1,780,458)	(2,972,597)
Net loss attributable to non-controlling interests	(1,129)	(1,219)
Net loss attributable to Snail, Inc.	(1,779,329)	(2,971,378)
Comprehensive loss statement:
Net loss	(1,780,458)	(2,972,597)
Other comprehensive income (loss) related to foreign currency translation adjustments, net of tax	(19,297)	2,320
Total comprehensive loss	$ (1,799,755)	$ (2,970,277)
Loss per share attributable to Class A and B common stockholders:
Basic	$ (0.05)	$ (0.08)
Diluted	$ (0.05)	$ (0.08)
Common Class A [Member]
Net loss attributable to common stockholders:
Basic	$ (385,722)	$ (642,340)
Diluted	$ (385,722)	$ (642,340)
Weighted-average shares used to compute income per share attributable to common stockholders:
Basic	7,957,031	7,928,742
Diluted	7,957,031	7,928,742
Common Class B [Member]
Net loss attributable to common stockholders:
Basic	$ (1,393,607)	$ (2,329,038)
Diluted	$ (1,393,607)	$ (2,329,038)
Weighted-average shares used to compute income per share attributable to common stockholders:
Basic	28,748,580	28,748,580
Diluted	28,748,580	28,748,580
Nonrelated Party [Member]
Other income (expense):
Interest income	$ 99,762	$ 31,473
Related Party [Member]
Other income (expense):
Interest income	$ 499	$ 493

COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)	Mar. 14, 2023	Dec. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
Deferred revenue		$ 1,200,000
Damages value	$ 3,000,000
Security deposit	$ 130,000

SCHEDULE OF LONG TERM DEBT (Details) - USD ($)			1 Months Ended	3 Months Ended
SCHEDULE OF LONG TERM DEBT (Details) - USD ($)	Jan. 26, 2022	Jun. 17, 2021	Nov. 30, 2022	Mar. 31, 2024	Dec. 31, 2023	Aug. 24, 2023	Jul. 31, 2023	Mar. 31, 2023
Short-Term Debt [Line Items]
Total debt				$ 6,541,888	$ 12,225,256
Interest rate				8.25%
Less: discount on convertible notes				$ 48,166	282,639
Less: current portion of promissory note				2,791,438	2,811,923
Less: revolving loan				3,000,000	6,000,000			$ 3,000,000.0
Less: notes payable					2,333,333
Less: convertible notes, net of discount				702,284	797,361
Total long-term debt
Revolving Credit Facility [Member]
Short-Term Debt [Line Items]
Total debt				$ 3,000,000	6,000,000
Minimum Requirement of Debt Service Coverage Ratio as Covenant				1.5 to 1
2021 Promissory Note [Member]
Short-Term Debt [Line Items]
Total debt				$ 2,791,438	2,811,923
Secured Debt		$ 4,200,000
Debt instrument, maturity date		Jun. 30, 2031
Minimum Requirement of Debt Service Coverage Ratio as Covenant		1.5 to 1
Short-Term Debt [Member]
Short-Term Debt [Line Items]
Total debt					$ 833,333
Debt instrument, maturity date	Jan. 26, 2023		Jan. 26, 2024
Minimum Requirement of Debt Service Coverage Ratio as Covenant	1.5 to 1
Interest rate					8.25%
Less: notes payable				800,000
Convertible Notes Payable [Member]
Short-Term Debt [Line Items]
Total debt				750,450	$ 1,080,000
Interest rate						7.50%
Notes Payable, Other Payables [Member]
Short-Term Debt [Line Items]
Total debt					$ 1,500,000
Interest rate							8.00%

EQUITY

3 Months Ended

Mar. 31, 2024

Equity [Abstract]

EQUITY

NOTE 16 – EQUITY

The Company has authorized two classes of common stock, Class A and Class B. The rights of the holders of both Class A and Class B common stock will be identical, except with respect to voting, conversion and transfer restrictions applicable to the Class B common stock. Each share of Class A common stock will be entitled to one vote. Each share of Class B common stock will be entitled to ten votes and will be convertible into one share of Class A common stock automatically upon transfer, subject to certain exceptions. Holders of Class A common stock and Class B common stock will vote together as a single class on all matters unless otherwise required by law.

In connection with the Underwriting Agreement, on November 9, 2022, the Company also issued to the Underwriters warrants to purchase such number of shares of the Company’s Class A common stock in an amount equal to four percent of the total number of shares of Class A common stock sold in the IPO, or 120,000 shares of Class A common stock (the “Underwriters Warrants”). The Underwriters Warrants may be exercised at a price per share equal to 125% of the IPO price, or $6.25 per share. The Underwriters Warrants are exercisable, in whole or in part, commencing on November 9, 2022, and expiring on the three-year anniversary thereof. The Underwriters Warrants have not been exercised as of the filing of this Quarterly Report.

Snail Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

The Underwriters Warrants and Over-Allotment Option are legally detachable and separately exercisable from each other and from the Firm Shares; therefore, they meet the definition of freestanding and are not considered embedded in the Firm Shares.

The Underwriters Warrants are considered indexed to the Company’s own stock. Additionally, the Company concludes that the Underwriters Warrants meet all requirements for equity classification. Because the Underwriters Warrants are issued to the Underwriters for their services and can be exercised immediately (subject to certain transfer conditions) they will be measured at their fair value on their date of issuance and recorded within stockholders’ equity. As long as the Underwriters Warrants remain classified as equity, they shall not be revalued. The fair value of the Underwriters Warrants was determined using the Black-Scholes model. The key assumptions used in the valuation were an average expected volatility of 53%, discount rate of 4.49% and remaining term of 3 years.

The Company allocates all the issuance costs to the firm shares as a reduction of proceeds.

Convertible Debt

In August 2023, pursuant to a securities purchase agreement (the “SPA”), the Company issued to two accredited investors (the convertible debt “Investors”) convertible notes with an aggregate principal amount of $1,080,000 (the “Convertible Notes”) and warrants to purchase up to an aggregate of 714,285 shares of the Company’s Class A common stock for gross proceeds of $1,000,000 (the “Convertible Notes Financing”).

In connection with the Convertible Notes Financing, the Company also entered into a registration rights agreement with the Investors. So long as the Company complies with certain conditions set forth in the SPA and the registration rights agreement, the Company will sell and the Investors will purchase, an additional $1,080,000 of aggregate principal amount of notes and warrants in the second tranche of the Convertible Note Financing. The second tranche closing has not yet taken place.

The Convertible Notes carry an original issue discount of approximately 7.4%, bear interest at a rate of 7.5% per annum (16% per annum in case of an event of default), are repayable in equal consecutive monthly installments that began in February 2024 and mature on May 24, 2024 (the “Maturity Date”).

The Convertible Notes may be prepaid by the Company upon giving the Investors a fifteen-trading day notice by paying an amount equal to the then outstanding balance. If the Company enters into a qualifying financing it may be required by the Investors to repay part or all of the Convertible Notes at a 112.5% premium (limited to 10% of the proceeds of the qualified financing, if such financing results in gross proceeds to the Company at least $5,000,000). In event of default or change of control, the Investors may require the Company to prepay the Convertible Notes at a 120% premium.

Subject to certain ownership limitations, starting three months after their issuance, the Convertible Notes can be converted at the option of the holder at any time into shares of the Company’s Class A common, at a conversion price equal to 90% (85% in case of an event of default) of the average of the three the lowest daily volume weighted average price (“VWAP”) of the Class A common stock during the ten (10) trading days period prior the receipt of the notice of conversion. The conversion price may be adjusted if the Company issues a qualifying security at a lower price than the then conversion price.

If, upon receipt of conversion notice, the Company cannot issue shares of Class A common stock for any reason, then it is required to issue as many shares of Class A common stock as it is able to issue and, with respect to the unconverted principle portion, the Noteholder may elect for the Company to pay for each shares of Class A common stock that could not be issued at a price equal to the higher of the then conversion price or the VWAP as of the date of the conversion notice.

The Company determined that the Convertible Notes included features that required bifurcation from the debt host and met the criteria to be accounted for as a derivative liability that is accounted for at fair value. On the date of issuance, the compound derivative had an estimated fair value that was not significant due to the remoteness of the events that would trigger the redemption features. The derivative liability uses level 3 inputs, is to be measured at fair value each reporting date with change in fair value being reported in other income. The change in fair value during the three months ended March 31, 2024, was not significant and as such, was not recorded.

On the date of issuance, the Company allocated the proceeds between the instruments issued using fair value for the derivative liability with the residual amounts allocated to the convertible notes and warrants using relative fair value as follows:


Convertible notes	$	554,246
Derivative liability		-
Warrants		445,754
Total proceeds	$	1,000,000

Snail Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

The difference of $525,754 between the allocated proceeds to the Convertible Notes and the aggregate principal amount will be accreted during the life of the notes. Additionally, $152,500 of transaction costs incurred by the Company were recorded as debt discount.

The following is a summary of the Convertible Notes as of March 31, 2024:

SCHEDULE OF CONVERTIBLE NOTES

	Principal		Unamortized debt discount and issuance			Net carrying		Fair value
	Amount		costs			amount		Amount		Levelling
Convertible Notes	$	713,114	$	(10,830	)	$	702,284	$	254,238		Level 3

The following is a summary of the Convertible Notes as of December 31, 2023:

	Principal		Unamortized debt discount and issuance			Net carrying		Fair value
	Amount		costs			amount		Amount		Levelling
Convertible Notes	$	860,910	$	(63,549	)	$	797,361	$	536,170		Level 3

The debt discount is being amortized to interest expense over the maturity period using the effective interest method at a rate of 103.4%. The effective interest rate is based on the principal balance discounted by stated interest, debt issuance costs and fair value allocated to the related warrants. For the three months ended March 31, 2024, the Company recognized $252,820 of interest expense related to the Convertible Notes, comprising of $18,347 of contractual interest expense, $181,754 in accretion and $52,719 of amortization of debt discount and issuance costs.

During the three months ended March 31, 2024 the Company repaid $312,075 of principal and accrued interest and the investors converted $60,000 of principal into 71,460 shares of Class A common stock.

Convertible Note Warrants

The convertible note warrants allow the Investors to purchase an aggregate of 714,285 shares of the Company’s Class A common stock at an exercise price of $1.89. The warrants can be exercised, subject to certain ownership limitations, in whole or in part during the exercise period commencing on November 24, 2023 and ending on the date that is five years thereafter.

The exercise price and the number of shares of the warrants are subject to adjustment for standard anti-dilution provisions and also for subsequent issuance at a price lower than the then exercise price and adjustments to the strike price of other equity-linked instruments to a lower price than the then exercise price.

Due to their adjustment provisions, the warrants are classified as a liability on the condensed consolidated balance sheet. The fair value of the warrants at issuance has been estimated using a Monte-Carlo model and the following significant inputs:

SCHEDULE OF STOCK BASED WARRANTS

	Issuance date			March 31, 2024
Stock price	$	1.35		$	.99
Exercise price	$	1.89		$	1.89
Contractual term (years)		5.0			4.4
Volatility		60.0	%		60.0	%
Risk-free rate		4.39	%		4.27	%

The warrant liability, which uses level 3 inputs, is to be measured at fair value each reporting period with the change in fair value being recognized in other income (expense). The measured fair value may be uncertain due to the use of unobservable inputs. At March 31, 2024 and December 31, 2023, the fair value of the warrant liability was $485,382 and $480,281, respectively, and was included in the accrued expenses and other liabilities in the Company’s condensed consolidated balance sheets. The changes in fair value during the three months ended March 31, 2024, amounted to a charge of $5,101 included in other income in our condensed consolidated statements of operations and comprehensive income (loss) and in changes in accrued expenses and other liabilities in our condensed consolidated statements of cash flows.

Snail Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

Equity Line Purchase Agreement

On August 24, 2023, the Company entered into a common stock purchase agreement (the “Equity Line Purchase Agreement”) and a registration rights agreement (the “Registration Rights Agreement”) with an investor, pursuant to which the investor has committed to purchase up to $5,000,000 in shares of the Company’s Class A common stock, subject to certain limitations and conditions set forth in the Equity Line Purchase Agreement. The Company shall not issue or sell any shares of common stock under the Equity Line Purchase Agreement which, when aggregated with all other shares of common stock beneficially owned by the investor, would result in beneficial ownership of more than 9.99% of the Company’s outstanding shares of common stock.

Under the terms of the Equity Line Purchase Agreement, the Company has the right, but not the obligation, to sell to the investor, shares of Class A common stock over the period commencing on the execution date of the Equity Line Purchase Agreement and ending on the earlier of (i) December 31, 2025, or (ii) the date on which the investor shall have purchased Securities pursuant to the Equity Line Purchase Agreement for an aggregate purchase price of the $5,000,000, provided that a registration statement covering the resale of shares of Class A common stock that have been and may be issued under the Equity Line Purchase Agreement is declared effective by the SEC.

The registration statement covering the offer and sale of up 15,093,768 shares of Class A common stock was effective on October 10, 2023. The purchase price will be calculated as 92% of the volume weighted average prices of the Company’s common stock during normal trading hours for five business days prior to the closing date with respect of a purchase notice.

Concurrently with the signing of the Equity Line Purchase Agreement, the Company issued the equity line warrant to purchase 367,647 shares of its Class A common stock to the investor as a commitment fee. The total fair value, at the date of issuance, of the equity line warrant of approximately $105,411 was recorded as a liability and deferred offering cost and is included in other assets on our condensed consolidated balance sheets.

Equity Line Warrants

In connection with the equity line of credit the Company issued to the Investors warrants to purchase an aggregate 367,647 shares of the Company’s Class A common stock for an exercise price of $1.50. The warrants can be exercised, subject to certain ownership limitations, in whole or in part during the exercise period commencing on August 24, 2023 and ending on the date that is five years thereafter.

The exercise price and the number of shares of the warrants are subject to adjustment for standard anti-dilution provisions, for subsequent common share issuance at a price lower than the then exercise price of the warrants and adjustments to the strike price of other equity-linked instruments to a lower price than the then exercise price of the warrants.

Due to their adjustment provision, the warrants are classified as a liability on the consolidated balance sheet. The fair value of the warrants at issuance has been estimated using a Monte-Carlo model and the following significant inputs:

SCHEDULE OF STOCK BASED WARRANTS

	Issuance date			March 31, 2024
Stock price	$	1.35		$	.99
Exercise price	$	1.50		$	1.50
Contractual term (years)		5.0			4.4
Volatility		40.0	%		60.0	%
Risk-free rate		5.49	%		4.27	%

The warrant liability, which uses level 3 inputs, is to be measured at fair value at each reporting period and with the change in fair value being recognized in earnings. The measured fair value may be uncertain due to the use of unobservable inputs. At March 31, 2024 and December 31, 2023, the fair value of the warrant liability was $94,147 and $103,767, respectively, and included in the accrued expenses and other liabilities in the Company’s condensed consolidated balance sheets. The changes in fair value during the three months ended March 31, 2024 amounted to an income of $9,620 and is included in other income in our condensed consolidated statements of operations and comprehensive income (loss) and in changes in accrued expenses and other liabilities in our condensed consolidated statements of cash flows.

Restricted Stock Units (“RSUs”)

RSUs granted to directors vest based on the directors’ continued employment with us through each applicable vest date, which is generally over one year. If the vesting conditions are not met, unvested RSUs will be forfeited. The following table summarizes our RSU units activity with directors for the three months ended March 31, 2024 and 2023.

	Restricted Stock Units			Weighted-Average Grant-Date Fair Values
Outstanding as of January 1, 2024		43,478		$	1.38
Granted		—			—
Vested		(10,869	)		(1.38	)
Forfeited or cancelled		—			—
Outstanding as of March 31, 2024		32,609		$	1.38

	Restricted Stock Units		Weighted-Average Grant-Date Fair Values
Outstanding as of January 1, 2023		24,000	$	5.00
Granted		—		—
Vested		—		—
Forfeited or cancelled		—		—
Outstanding as of March 31, 2023		24,000	$	5.00

The grant date fair value of RSUs granted to directors is based on the quoted market price of our common stock on the date of grant.

Snail Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

Our RSUs granted to employees vest upon the achievement of pre-determined performance-based milestones as well as service conditions (“PSUs”). The pre-determined performance-based milestones are based on specified percentages of the PSUs that would vest at each of the first five anniversaries of the IPO date if the Company’s average annual growth rate (“AAGR”) is calculated to be at a target percentage or above during the period between the Company’s IPO Date and the annual revenue for each of the anniversary year. If these performance-based milestones are not met but service conditions are met, the PSUs will not vest, in which case any compensation expense the Company has recognized to date will be reversed. Generally, the total aggregate measurement period of our PSUs is 5 years, with awards cliff-vesting after each annual measurement period during the total aggregate measurement period.

Each quarter, the Company updates our assessment of the probability that the performance milestones will be achieved. The Company amortizes the fair values of PSUs over the requisite service period. Each performance-based milestone is weighted evenly and the number of shares that vest based on each performance-based milestone is independent from the other.

The following table summarizes our PSU activity with employees, presented with the maximum number of shares that could potentially vest, for the three months ended March 31, 2024 and 2023.

	Restricted Stock Units			Weighted-Average Grant-Date Fair Values
Outstanding as of January 1, 2024		1,165,247		$	5.00
Granted		—			—
Vested		—			—
Forfeited or cancelled		(2,400	)		(5.00	)
Outstanding as of March 31, 2024		1,162,847		$	5.00

	Restricted Stock Units			Weighted-Average Grant-Date Fair Values
Outstanding as of January 1, 2023		1,197,552		$	5.00
Granted		—			—
Vested		—			—
Forfeited or cancelled		(2,218	)		(5.00	)
Outstanding as of March 31, 2023		1,195,334		$	5.00

The grant date fair value of PSUs granted to employees is based on the quoted market price of our common stock on the date of grant.

Repurchase Activity

All share repurchases settled in the three months ended March 31, 2023 were open market transactions. As of March 31, 2024, 1,350,275 shares of Class A common stock were repurchased pursuant to the Share Repurchase Program for an aggregate purchase price of approximately $3.7 million. The average price paid per share was $2.72 and approximately $1.3 million aggregate amount of shares of Class A common stock remain available for repurchase under the Share Repurchase Program.

There were no share repurchases made during the three months ended March 31, 2024. During the three months ended March 31, 2023, 152,626 shares of Class A common stock were repurchased pursuant to the Share Repurchase Program for an aggregate purchase price of approximately $0.3 million. The average price paid per share during the three months ended March 31, 2023 was $1.68.

Stock-Based Compensation Expense

During the three months ended March 31, 2024, the Company determined that it is probable that the Company will not meet the performance-based milestones required by the RSU’s granted to employees. Accordingly, the Company has reversed the previously recognized compensation expense related to RSU’s. Stock-based compensation expense resulting from RSUs and PSUs of ($862,634) and $152,595 are recorded under general and administrative expenses included in our condensed consolidated statements of operations and comprehensive income (loss) for the three months ended March 31, 2024 and 2023, respectively. Stock-based compensation expense resulting from PSUs of ($64,241) and $0 are recorded under research and development expenses included in our condensed consolidated statements of operations and comprehensive income (loss) for the three months ended March 31, 2024 and 2023, respectively.

During the three months ended March 31, 2024 the Company recognized approximately $194,644 of deferred income tax expense related to our stock-based compensation expense. During the three months ended March 31, 2023, the Company recognized approximately $32,045 of deferred income tax benefit related to our stock-based compensation expense.

As of March 31, 2024, our total unrecognized compensation cost related to RSUs and PSUs was approximately $1.2 million and is expected to be recognized over a weighted-average service period of 2.3 years.

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-14

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 505
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478448/946-505-50-6

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480237/815-40-50-6

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
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-Paragraph 1
-Subparagraph (SX 210.3-04)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480008/505-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(e)(1))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/505/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-14

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (c)
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-URI https://asc.fasb.org/1943274/2147481112/505-10-50-14

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
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-Paragraph 16
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-16

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Name Accounting Standards Codification
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-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-18

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-18

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-18

+ Details

OPERATING LEASE RIGHT-OF-USE ASSETS

3 Months Ended

Mar. 31, 2024

Operating Lease Right-of-use Assets

OPERATING LEASE RIGHT-OF-USE ASSETS

NOTE 13 – OPERATING LEASE RIGHT-OF-USE ASSETS

The Company’s right-of-use assets represent arrangements related primarily to office facilities used in the ordinary business operations of the Company and its subsidiaries. In April 2018, a commercial bank issued an irrevocable standby letter of credit on behalf of the Company to the landlord for $1,075,000 to lease office space. The standby letter of credit was valid for a one-year term and was amended in January 2021 to extend to January 31, 2026. As of March 31, 2024 and December 31, 2023, the Company’s net operating lease right-of-use assets amounted to $2,138,285 and $2,440,690, respectively. The Company had variable lease payments of approximately $27,332 and $24,510 during the three months ended March 31, 2024 and 2023, respectively, which consisted primarily of common area maintenance charges and administrative fees.

Operating lease costs included in the general and administrative expenses in our condensed consolidated statements of operations and comprehensive loss for the three months ended March 31, 2024 and 2023, are as follows:

SCHEDULE OF OPERATING LEASE COSTS

		2024				2023
Operating lease costs		$	396,515			$	397,562

Supplemental information related to operating leases for lease liabilities as of March 31, 2024 and March 31, 2023, is as follows:

	2024			2023
Cash paid for amounts included in the measurement of lease liabilities	$	400,662		$	385,254
Weighted average remaining lease term		1.7 years			2.7 years
Weighted average discount rate		5.00	%		5.00	%

Future undiscounted lease payments for operating leases and a reconciliation of these payments to our operating lease liabilities as of March 31, 2024 are as follows:

Years ending December 31,	Future lease payments		Imputed Interest Amount		Lease Liabilities
Remainder of 2024	$	1,210,182	$	72,374	$	1,137,808
2025		1,453,784		28,290		1,425,494
Thereafter		—		—		—
Total future lease payments	$	2,663,966	$	100,664	$	2,563,302

PRESENTATION AND NATURE OF OPERATIONS (Details Narrative)	1 Months Ended	3 Months Ended
	Apr. 30, 2024 USD ($)	Mar. 31, 2024 USD ($) Integer	Mar. 31, 2023 USD ($)	Dec. 31, 2024 USD ($)	May 31, 2024 USD ($)	Dec. 31, 2023 USD ($)
Short-Term Debt [Line Items]
Number of operating segments \| Integer		1
Operating activities, net cash provided		$ 6,777,187	$ (6,708,770)
Revolving loan payable		3,000,000.0
Short term note loan						$ 2,333,333
Accrued interest and principal		300,000
Revolving loan		3,000,000	$ 3,000,000.0			$ 6,000,000
Promissory note		2,800,000
Unrestricted cash		16,100,000
Subsequent Event [Member]
Short-Term Debt [Line Items]
Revolving loan payable				$ 3,000,000.0
Accrued interest	$ 500,000
Convertible debt					$ 700,000
Short-Term Debt [Member]
Short-Term Debt [Line Items]
Short term note loan		800,000
New Term Loan [Member]
Short-Term Debt [Line Items]
Short term note loan		$ 1,500,000

OPERATING LEASE RIGHT-OF-USE ASSETS (Tables)

3 Months Ended

Mar. 31, 2024

Operating Lease Right-of-use Assets

SCHEDULE OF OPERATING LEASE COSTS

		2024				2023
Operating lease costs		$	396,515			$	397,562

SCHEDULE OF SUPPLEMENTAL INFORMATION RELATED TO OPERATING LEASES

Supplemental information related to operating leases for lease liabilities as of March 31, 2024 and March 31, 2023, is as follows:

	2024			2023
Cash paid for amounts included in the measurement of lease liabilities	$	400,662		$	385,254
Weighted average remaining lease term		1.7 years			2.7 years
Weighted average discount rate		5.00	%		5.00	%

SCHEDULE OF FUTURE UNDISCOUNTED LEASE PAYMENTS FOR OPERATING LEASES AND RECONCILIATION OF THESE PAYMENTS TO OUR OPERATING LEASE LIABILITIES

Future undiscounted lease payments for operating leases and a reconciliation of these payments to our operating lease liabilities as of March 31, 2024 are as follows:

Years ending December 31,	Future lease payments		Imputed Interest Amount		Lease Liabilities
Remainder of 2024	$	1,210,182	$	72,374	$	1,137,808
2025		1,453,784		28,290		1,425,494
Thereafter		—		—		—
Total future lease payments	$	2,663,966	$	100,664	$	2,563,302

REVENUE FROM CONTRACTS WITH CUSTOMERS

3 Months Ended

Mar. 31, 2024

Revenue from Contract with Customer [Abstract]

REVENUE FROM CONTRACTS WITH CUSTOMERS

NOTE 3 – REVENUE FROM CONTRACTS WITH CUSTOMERS

Disaggregation of revenue

Timing of recognition

The Company recognizes revenue at a point in time for performance obligations that are met at the time of sale or over a period based on the estimated service period of the product, additional performance obligations, or timing of releases. Net revenue by timing of recognition during the three months ended March 31, 2024 and 2023 were as follows:

SCHEDULE OF DISAGGREGATION OF REVENUE

	2024		2023
Over time	$	2,535,834	$	1,936,375
Point in time		11,579,895		11,522,113
Total revenue from contracts with customers:	$	14,115,729	$	13,458,488

Geography

The Company attributes net revenue to geographic regions based on customer location. Net revenue by geographic region for the three months ended March 31, 2024 and 2023 were as follows:

	2024		2023
United States	$	11,898,607	$	11,777,874
International		2,217,122		1,680,614
Total revenue from contracts with customers:	$	14,115,729	$	13,458,488

Platform

Net revenue by platform for the three months ended March 31, 2024 and 2023 were as follows:

	2024		2023
Console	$	6,002,817	$	5,773,590
PC		5,104,723		5,012,180
Mobile		962,941		1,718,032
Other		2,045,248		954,686
Total revenue from contracts with customers:	$	14,115,729	$	13,458,488

Distribution channel

	2024		2023
Digital	$	11,107,540	$	10,785,770
Mobile		962,941		1,718,032
Physical retail and other		2,045,248		954,686
Total revenue from contracts with customers:	$	14,115,729	$	13,458,488

Other Revenues

As discussed in Note 14, the Company recognized the $1.2 million payment related to the Angela Games settlement upon satisfaction of performance obligations included in the contract. This amount is included in other revenues.

Snail Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

Deferred Revenue

The Company records deferred revenue when payments are due or received in advance of the fulfillment of our associated performance obligations; reductions to deferred revenue balance were primarily due to the recognition of revenue upon fulfillment of its performance obligations, which were in the ordinary course of business. As of March 31, 2024, the balance of deferred revenue was $39.0 million, of which $37.5 million is due to non-refundable payments. The Company is expecting to recognize $17.1 million of the non-refundable payments in the next 12 months through the platform releases of certain DLCs, $0.6 million upon the launch of Myth of Empires in China, $13.4 million of non-refundable payments in the next 12 to 24 months through the release of DLC’s and additional ARK titles. The remaining $3.8 million of current non-refundable deferred revenues and $2.6 million of long term non-refundable deferred revenue will be recognized as revenue primarily on a straight-line basis over the next 60 months, based on our estimates of technical support obligations, the usage of consumable virtual goods and estimated period of time an end user will play the game. The Company’s refundable deferred revenue consists of the advance payments received in accordance with the agreement the Company has made with its retail distributor. The Company expects to recognize $0.4 million in the next 12 months and the remainder of $1.1 million in fiscal year 2025. Activities in the Company’s deferred revenue as of March 31, 2024 and 2023 were as follows:

SCHEDULE OF DEFERRED REVENUE

	2024			2023
Deferred revenue, beginning balance in advance of revenue recognition billing	$	34,316,706		$	9,551,446
Revenue recognized		(2,535,834	)		(453,223	)
Revenue deferred		7,259,296			302,094
Deferred revenue, ending balance		39,040,168			9,400,317
Less: current portion		(21,937,421	)		(4,517,573	)
Deferred revenue, long term	$	17,102,747		$	4,882,744

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-9

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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-Name Accounting Standards Codification
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-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-10

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147479806/606-10-50-12

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
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+ Details

CASH AND CASH EQUIVALENTS, AND RESTRICTED CASH AND CASH EQUIVALENTS (Tables)

3 Months Ended

Mar. 31, 2024

Cash And Cash Equivalents And Restricted Cash And Cash Equivalents

SUMMARY OF COMPONENTS OF CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AND CASH EQUIVALENTS

	2024		2023
Cash and cash equivalents	$	16,068,729	$	4,108,251
Restricted cash and cash equivalents		1,117,310		6,380,657
Cash and cash equivalents, and restricted cash and cash equivalents	$	17,186,039	$	10,488,908

REVOLVING LOAN, SHORT TERM NOTES AND LONG - TERM DEBT

3 Months Ended

Mar. 31, 2024

Debt Disclosure [Abstract]

REVOLVING LOAN, SHORT TERM NOTES AND LONG - TERM DEBT

NOTE 11 – REVOLVING LOAN, SHORT TERM NOTES AND LONG - TERM DEBT

SCHEDULE OF LONG TERM DEBT

	March 31, 2024		December 31, 2023
2021 Revolving Loan - On June 21, 2023, the Company amended its revolving loan agreement (“amended revolver”) and decreased the maximum balance from $9,000,000 to $6,000,000. The amended revolver matures on December 31, 2024 and has an annual interest rate equal to the prime rate less 0.25%. At March 31, 2024, the interest rate on this loan was 8.25%. Debt covenants of this loan require the Company to maintain a minimum debt service coverage ratio of at least 1.5 to 1. The Company was not in compliance with the debt service coverage ratio for the trailing twelve month period ended March 31, 2024 and received a waiver for the debt service coverage ratio requirement for the period ended March 31, 2024.	$	3,000,000	$	6,000,000
2021 Promissory Note – On June 17, 2021, the Company amended its loan agreement to reduce the principal amount with financial institution for 10 years, annual interest rate of 3.5% for the first 5 years, and then floating at Wall Street Journal rate from years 6 to 10. The loan is secured by the Company’s building, with a carrying value of $4.2 million, and matures on June 30, 2031. The note is subject to a prepayment penalty. Debt covenants of this loan require the Company to maintain a minimum debt service coverage ratio of at least 1.5 to 1. The Company was not in compliance with the debt service coverage ratio for the trailing twelve month period ended March 31, 2024 and received a waiver for the debt service coverage ratio requirement for the period ended March 31, 2024.		2,791,438		2,811,923
2022 Short Term Note - On January 26, 2022, the Company amended its revolving loan and long-term debt agreements to obtain an additional note with a principal balance of $10,000,000 which was originally set to mature on January 26, 2023. Interest was equal to the higher of 3.75% or the Wall Street Journal Prime Rate plus 0.50%. The loan was secured by the Company’s assets. In the event of a default, all outstanding amounts under the note would bear interest at a default rate equal to 5% over the note rate. Debt covenants of this loan required the Company to maintain a minimum debt service coverage ratio of at least 1.5 to 1 and would be measured quarterly. In November 2022, the maturity was extended to January 26, 2024 and at December 31, 2023, the interest rate on this loan was 8.25%. The Company repaid the balance of $833,333 during the three month period ended March 31, 2024.		-		833,333
2023 Convertible Notes – On August 24, 2023, the Company issued convertible notes at a 7.4% discount and a principal balance of $1,080,000. The notes have an interest rate of 7.5%, will be paid in consecutive monthly installments beginning February 24, 2024 and will mature on May 24, 2024. In the event of a default the interest rate will be increased to the lower of 16% per annum or the highest amount permitted by applicable law. The Company has the option to prepay the notes at any time and the note holders have the option to convert the notes, in whole or in part, at any time. The Company recognized a discount of $678,254 on the notes to account for the stated discount, the fair value of the warrants issued in connection with the notes and the costs of issuance. The discount is amortized using the effective interest rate of 103.4%.		750,450		1,080,000
2023 Note Payable – In July 2023, the Company entered into a cooperation agreement with its internet, server and datacenter vendor. The Company agreed to make the vendor the official server host of Ark: Survival Evolved and future iterations and sequels of the game for a period of 7 years. In return the vendor has agreed to provide the Company with funds in cash of up to $3.0 million without discount and free of charges and costs to the Company. The funds are repaid based on 20% of the gross monthly ARK: Survival Ascended revenues. The Company has imputed interest at 8.0% on draws made. If in default, the interest rate is levied on the outstanding balances at a rate of 12.0% per annum. The Company repaid the balance of $1.5 million during the three month period ended March 31, 2024.		-		1,500,000
Total debt		6,541,888		12,225,256
Less: discount on convertible notes		48,166		282,639
Less: current portion of promissory note		2,791,438		2,811,923
Less: revolving loan		3,000,000		6,000,000
Less: notes payable		-		2,333,333
Less: convertible notes, net of discount		702,284		797,361
Total long-term debt	$	-	$	-

Total interest expense for the above debt and revolver loan amounted to $395,964 and $294,245 for the three months ended March 31, 2024 and 2023, respectively. Accretion of the convertible notes and amortization of loan origination expenses and loan discounts of $294,683 and $8,911 are included as part of interest expense for the three months ended March 31, 2024 and 2023, respectively. The Company has a weighted average interest rate of 8.0% and 8.1% on its short-term obligations as of March 31, 2024 and December 31, 2023, respectively. The Company is in compliance with, or received waivers for, its debt covenant requirement of maintaining a 1.5 to 1 ratio of trailing twelve month EBITDA to the previous twelve months principal and interest payments on all debt maintained with the lender, as of March 31, 2024 and December 31, 2023.

Snail Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

The following table provides future minimum payments of its long-term debt as of March 31, 2024:

Years ending December 31,	Amount
Remainder of 2024	$	3,819,340
2025		86,013
2026		89,115
2027		92,329
2028		95,414
Thereafter		2,359,677
Long term debt	$	6,541,888

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481544/470-10-50-6

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481544/470-10-50-6

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
-Paragraph 1
-Subparagraph (a)(3)
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Condensed Consolidated Balance Sheets - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Current Assets:
Cash and cash equivalents	$ 16,068,729	$ 15,198,123
Prepaid expenses - related party	4,337,556	6,044,404
Prepaid expenses and other current assets	2,419,201	639,693
Prepaid taxes	9,459,348	9,529,755
Total current assets	42,349,478	56,650,536
Restricted cash and cash equivalents	1,117,310	1,116,196
Prepaid expenses - related party, net of current portion	10,842,748	7,784,062
Property, plant and equipment, net	4,599,728	4,682,066
Intangible assets, net - other	271,517	271,717
Deferred income taxes	10,803,281	10,247,500
Other noncurrent assets	169,047	164,170
Operating lease right-of-use assets, net	2,138,285	2,440,690
Total assets	78,291,986	90,857,529
Current Liabilities:
Accrued expenses and other liabilities	2,425,882	2,887,193
Interest payable - related parties	527,770	527,770
Revolving loan	3,000,000	6,000,000
Notes payable		2,333,333
Convertible notes, net of discount	702,284	797,361
Current portion of long-term promissory note	2,791,438	2,811,923
Current portion of deferred revenue	21,937,421	19,252,628
Current portion of operating lease liabilities	1,540,086	1,505,034
Total current liabilities	59,777,303	71,312,607
Accrued expenses	254,731	254,731
Deferred revenue, net of current portion	17,102,747	15,064,078
Operating lease liabilities, net of current portion	1,023,216	1,425,494
Total liabilities	78,157,997	88,056,910
Commitments and contingencies
Stockholders’ Equity:
Additional paid-in capital	25,304,692	26,171,575
Accumulated other comprehensive loss	(273,680)	(254,383)
Accumulated deficit	(15,728,654)	(13,949,325)
Treasury stock at cost (1,350,275 shares as of March 31, 2024 and December 31, 2023)	(3,671,806)	(3,671,806)
Total Snail, Inc. equity	5,634,362	8,299,863
Noncontrolling interests	(5,500,373)	(5,499,244)
Total stockholders’ equity (deficit)	133,989	2,800,619
Total liabilities, noncontrolling interests and stockholders’ equity	78,291,986	90,857,529
Common Class A [Member]
Stockholders’ Equity:
Common stock, value	935	927
Common Class B [Member]
Stockholders’ Equity:
Common stock, value	2,875	2,875
Nonrelated Party [Member]
Current Assets:
Accounts receivable	7,375,179	25,134,808
Current Liabilities:
Accounts payable	9,901,360	12,102,929
Related Party [Member]
Current Assets:
Accounts receivable	2,585,213
Loan and interest receivable - related party	104,252	103,753
Accounts receivable – related party, net of current portion	6,000,592	7,500,592
Current Liabilities:
Accounts payable	$ 16,951,062	$ 23,094,436

INCOME TAXES

3 Months Ended

Mar. 31, 2024

Income Tax Disclosure [Abstract]

INCOME TAXES

NOTE 12 – INCOME TAXES

The Company recognized an income tax benefit of $477,950 and $805,818 for the three months ended March 31, 2024 and 2023, respectively. The Company’s effective tax rates were 21% and 21%, for the three months ended March 31, 2024 and 2023, respectively. As of March 31, 2023 the Company’s effective tax rate did not differ from the federal statutory rate of 21%.

The Company has assessed all available positive and negative evidence of whether sufficient future taxable income will be generated to realize the deferred tax assets, including the results of recent operations and projections of future taxable income. After evaluating the positive and negative evidence, management believes it is more likely than not that the Company will realize the benefits of these deductible differences. In the event that negative evidence outweighs positive evidence in future periods, the Company may need to record additional valuation allowance, which could have a material impact on our financial position. The Company continues to maintain a valuation allowance against certain deferred tax assets that are not more likely than not to be realized.

Snail Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

- Definition

The entire disclosure for income tax.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12

Reference 2: http://www.xbrl.org/2003/role/exampleRef
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-Topic 740
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+ Details

SCHEDULE OF FUTURE UNDISCOUNTED LEASE PAYMENTS FOR OPERATING LEASES AND RECONCILIATION OF THESE PAYMENTS TO OUR OPERATING LEASE LIABILITIES (Details)	Mar. 31, 2024 USD ($)
Operating Lease Right-of-use Assets
2024, Future lease payments.	$ 1,210,182
2024, Imputed Interest	72,374
2024, Lease Liabilities	1,137,808
2025, Future lease payments.	1,453,784
2025, Imputed Interest	28,290
2025, Lease Liabilities	1,425,494
Thereafter, Future lease payments
Thereafter, Imputed Interest
Thereafter, Lease Liabilities
Total future lease payments	2,663,966
Total Imputed Interest	100,664
Total Lease Liabilities	$ 2,563,302

Condensed Consolidated Statements of Equity - USD ($)	Total	Common Class A [Member]	Common Stock [Member] Common Class A [Member]	Common Stock [Member] Common Class B [Member]	Additional Paid-in Capital [Member]	AOCI Attributable to Parent [Member]	Retained Earnings [Member]	Treasury Stock, Common [Member]	Parent [Member]	Noncontrolling Interest [Member]
Balance at Dec. 31, 2022	$ 9,364,684		$ 925	$ 2,875	$ 23,436,942	$ (307,200)	$ (4,863,250)	$ (3,414,713)	$ 14,855,579	$ (5,490,895)
Balance, shares at Dec. 31, 2022			9,251,420	28,748,580				(1,197,649)
Stock based compensation related to restricted stock units	152,595				152,595				152,595
Repurchase of common stock	(257,093)							$ (257,093)	(257,093)
Repurchase of common stock, shares								(152,626)
Foreign currency translation	2,320					2,320			2,320
Net loss	(2,972,597)						(2,971,378)		(2,971,378)	(1,219)
Balance at Mar. 31, 2023	6,289,909		$ 925	$ 2,875	23,589,537	(304,880)	(7,834,628)	$ (3,671,806)	11,782,023	(5,492,114)
Balance, shares at Mar. 31, 2023			9,251,420	28,748,580				(1,350,275)
Balance at Dec. 31, 2023	2,800,619		$ 927	$ 2,875	26,171,575	(254,383)	(13,949,325)	$ (3,671,806)	8,299,863	(5,499,244)
Balance, shares at Dec. 31, 2023			9,275,420	28,748,580				(1,350,275)
Conversion of notes payable	60,000	$ 60,000	$ 7		59,993				60,000
Conversion of notes payable, shares		71,460	71,460
Stock based compensation related to restricted stock units	(926,875)				(926,875)				(926,875)
Common stock issued for service			$ 1		(1)
Common stock issued for service, shares			10,869
Foreign currency translation	(19,297)					(19,297)			(19,297)
Net loss	(1,780,458)						(1,779,329)		(1,779,329)	(1,129)
Balance at Mar. 31, 2024	$ 133,989		$ 935	$ 2,875	$ 25,304,692	$ (273,680)	$ (15,728,654)	$ (3,671,806)	$ 5,634,362	$ (5,500,373)
Balance, shares at Mar. 31, 2024			9,357,749	28,748,580				(1,350,275)

Cover - shares	3 Months Ended
Cover - shares	Mar. 31, 2024	May 13, 2024
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Mar. 31, 2024
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2024
Current Fiscal Year End Date	--12-31
Entity File Number	001-41556
Entity Registrant Name	SNAIL, INC.
Entity Central Index Key	0001886894
Entity Tax Identification Number	88-4146991
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	12049 Jefferson Blvd
Entity Address, City or Town	Culver City
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	90230
City Area Code	(310)
Local Phone Number	988-0643
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Trading Symbol	SNAL
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Shell Company	false
Common Class A [Member]
Entity Common Stock, Shares Outstanding		8,007,474
Common Class B [Member]
Entity Common Stock, Shares Outstanding		28,748,580

SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT, NET (Details) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 9,521,752	$ 9,521,752
Accumulated depreciation	(4,922,024)	(4,839,686)
Property, plant and equipment, net	4,599,728	4,682,066
Building [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	1,874,049	1,874,049
Land [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	2,700,000	2,700,000
Building Improvements [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	1,010,218	1,010,218
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	1,537,775	1,537,775
Trucks [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	178,695	178,695
Computer Equipment [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	1,809,214	1,809,214
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 411,801	$ 411,801

REVENUE FROM CONTRACTS WITH CUSTOMERS (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2024	Dec. 31, 2023	Mar. 31, 2023	Dec. 31, 2022
Disaggregation of Revenue [Line Items]
Deferred Revenue, Revenue Recognized	$ 1,200,000
Contract with Customer, Liability	39,040,168	$ 34,316,706	$ 9,400,317	$ 9,551,446
Revenue remaining performance obligation amount nonrefundable	$ 37,500,000
Expected timing of satisfaction period	60 months
Current portion of deferred revenue	$ 21,937,421	$ 19,252,628	$ 4,517,573
Deferred revenue current to be recognized	3,800,000
Deferred revenue noncurrent to be recognized	2,600,000
Next 12 Months [Member]
Disaggregation of Revenue [Line Items]
Deferred revenue to be recognized	400,000
2025 [Member]
Disaggregation of Revenue [Line Items]
Deferred revenue to be recognized	1,100,000
DLC [Member]
Disaggregation of Revenue [Line Items]
Deferred revenue to be recognized	$ 17,100,000
Expected timing of satisfaction period	12 months
Current portion of deferred revenue	$ 600,000
DLC and ARK IP [Member]
Disaggregation of Revenue [Line Items]
Deferred revenue to be recognized	$ 13,400,000
DLC and ARK IP [Member] \| Minimum [Member]
Disaggregation of Revenue [Line Items]
Expected timing of satisfaction period	12 months
DLC and ARK IP [Member] \| Maximum [Member]
Disaggregation of Revenue [Line Items]
Expected timing of satisfaction period	24 months

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

3 Months Ended

Mar. 31, 2024

Accounting Policies [Abstract]

SCHEDULE OF COST OF REVENUES

	2024		2023
Software license royalties – related parties	$	3,274,020	$	2,863,011
Software license royalties		162,748		352,439
License and amortization – related parties		6,000,000		5,195,651
License and amortization		201		201
Merchant fees		221,449		459,471
Engine fees		961,442		424,227
Internet, server and data center		1,400,006		1,540,692
Costs related to advertising revenue		21,832		25,245
Total:	$	12,041,698	$	10,860,937

SCHEDULE OF EQUITY INTEREST AND NON CONTROLLING INTEREST IN SUBSIDIARIES

Subsidiary Name	Equity % Owned			Non-Controlling %
Snail Innovative Institute		70	%		30	%
BTBX.IO, LLC		70	%		30	%
Donkey Crew, LLC		99	%		1	%

ACCOUNTS RECEIVABLE (PAYABLE) – RELATED PARTY (Details Narrative) $ in Millions	3 Months Ended
	Mar. 31, 2024 USD ($)
Immediate Family Member of Management or Principal Owner [Member]
Defined Benefit Plan Disclosure [Line Items]
Related party transaction ownership percentage	100.00%
SDE Inc [Member]
Defined Benefit Plan Disclosure [Line Items]
Offset amount per month	$ 0.5
Offset amount per annum	6.0
Payments for cash	$ 16.8

SCHEDULE OF DEFERRED REVENUE (Details) - USD ($)	3 Months Ended
SCHEDULE OF DEFERRED REVENUE (Details) - USD ($)	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Revenue from Contract with Customer [Abstract]
Deferred revenue, beginning balance in advance of revenue recognition billing	$ 34,316,706	$ 9,551,446
Revenue recognized	(2,535,834)	(453,223)
Revenue deferred	7,259,296	302,094
Deferred revenue, ending balance	39,040,168	9,400,317
Less short term portion	(21,937,421)	(4,517,573)	$ (19,252,628)
Deferred revenue, long term	$ 17,102,747	$ 4,882,744	$ 15,064,078

LOAN AND INTEREST RECEIVABLE — RELATED PARTY

3 Months Ended

Mar. 31, 2024

Loan And Interest Receivable Related Party

LOAN AND INTEREST RECEIVABLE — RELATED PARTY

NOTE 10 – LOAN AND INTEREST RECEIVABLE — RELATED PARTY

In February 2021, the Company loaned $200,000 to a wholly owned subsidiary of Suzhou Snail. The loan bears 2.0% per annum interest, interest and principal are due in February 2022. In February 2022, Suzhou Snail signed an agreement with this subsidiary and assumed the loan and related interest for a total of $203,890. Subsequently, $103,890 was offset against the loan and interest payable owed to Suzhou Snail on a separate note. The total amount of loan and interest receivable — related party was $104,252 and $103,753, as of March 31, 2024 and December 31, 2023, respectively. The Company earned $499 and $493 in interest on the related party loans receivable during the three months ended March 31, 2024 and 2023, respectively.

Snail Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

LOSS PER SHARE

3 Months Ended

Mar. 31, 2024

Earnings Per Share [Abstract]

LOSS PER SHARE

NOTE 15 –LOSS PER SHARE

The Company uses the two class method to compute its basic loss per share (“Basic EPS”) and diluted loss per share (“Diluted EPS”). The following table summarizes the computations of basic EPS and diluted EPS. The allocation of earnings between Class A and Class B shares is based on their respective economic rights to the undistributed earnings of the Company. Basic EPS is computed as net loss divided by the weighted-average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur using the treasury stock and if-converted methods. The restricted stock units, underwriters warrants and warrants issued in connection with the convertible debt and equity line of credit were excluded from the treasury stock method computation of diluted shares as their inclusion would have had an antidilutive effect for the three months ended March 31, 2024 and 2023. The convertible notes were excluded from the if-converted method computation of diluted shares as their inclusion would have had an antidilutive effect for the three months ended March 31, 2024. There were no such exclusions made in the 2023 calculation. The following table provides a reconciliation of the weighted average number of shares used in the calculation of Basic and Diluted EPS.

SCHEDULE OF EARNINGS PER SHARE

	2024			2023
	For the three months ended March 31,
	2024			2023
Basic Loss Per Share:
Net loss attributable to Class A common stockholders	$	(385,722	)	$	(642,340	)
Net loss attributable to Class B common stockholders		(1,393,607	)		(2,329,038	)
Net (loss) income attributable to common stockholders		(1,393,607	)		(2,329,038	)
Total net loss attributable to Snail Inc and Snail Games USA Inc.	$	(1,779,329	)	$	(2,971,378	)
Class A weighted average shares outstanding – basic		7,957,031			7,928,742
Class B weighted average shares outstanding – basic		28,748,580			28,748,580
Weighted average shares outstanding - basic		28,748,580			28,748,580
Class A and B basic loss per share	$	(0.05	)	$	(0.08	)

Diluted Loss Per Share:
Net loss attributable to Class A common stockholders	$	(385,722	)	$	(642,340	)
Net loss attributable to Class B common stockholders	$	(1,393,607	)	$	(2,329,038	)
Net (loss) attributable to common stockholders	$	(1,393,607	)	$	(2,329,038	)
Class A weighted average shares outstanding - basic		7,957,031			7,928,742
Dilutive effects of common stock equivalents		-			-
Class A weighted average shares outstanding - diluted		7,957,031			7,928,742
Class B weighted average shares outstanding - basic		28,748,580			28,748,580
Weighted average shares outstanding - basic		28,748,580			28,748,580
Dilutive effects of common stock equivalents		-			-
Class B weighted average shares outstanding - diluted		28,748,580			28,748,580
Weighted average shares outstanding - diluted		28,748,580			28,748,580
Diluted loss per Class A and B share	$	(0.05	)	$	(0.08	)

PREPAID EXPENSES AND OTHER CURRENT ASSETS (Tables)

3 Months Ended

Mar. 31, 2024

Prepaid Expenses And Other Current Assets

SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS

Prepaid expenses and other current assets consisted of the following as of March 31, 2024 and December 31, 2023:

	2024		2023
Other receivables	$	1,814,274	$	-
Deferred offering costs		105,411		105,411
Other prepaids		56,921		70,967
Other current assets		442,595		463,315
Total prepaid expenses and other current assets	$	2,419,201	$	639,693

SCHEDULE OF CONVERTIBLE NOTES (Details) - Convertible Debt [Member] - USD ($)	Mar. 31, 2024	Dec. 31, 2023	Aug. 31, 2023
Debt Instrument [Line Items]
Principal Amount	$ 713,114	$ 860,910	$ 1,080,000
Unamortized debt discount and issuance costs	(10,830)	(63,549)
Net carrying amount	702,284	797,361
Fair value amount	$ 254,238	$ 536,170

- Definition

Fair value portion of debt instrument payable, including, but not limited to, notes payable and loans payable.

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Amount of unamortized debt discount (premium) and debt issuance costs.

+ References + Details

SCHEDULE OF EARNINGS PER SHARE (Details) - USD ($)	3 Months Ended
SCHEDULE OF EARNINGS PER SHARE (Details) - USD ($)	Mar. 31, 2024	Mar. 31, 2023
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Total net loss attributable to Snail Inc and Snail Games USA Inc.	$ (1,779,329)	$ (2,971,378)
Class A and B basic loss per share	$ (0.05)	$ (0.08)
Diluted loss per Class A and B share	$ (0.05)	$ (0.08)
Common Class A [Member]
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Net (loss) income attributable to common stockholders	$ (385,722)	$ (642,340)
Weighted average shares outstanding - basic	7,957,031	7,928,742
Net (loss) attributable to common stockholders	$ (385,722)	$ (642,340)
Dilutive effects of common stock equivalents
Weighted average shares outstanding - diluted	7,957,031	7,928,742
Common Class B [Member]
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Net (loss) income attributable to common stockholders	$ (1,393,607)	$ (2,329,038)
Weighted average shares outstanding - basic	28,748,580	28,748,580
Net (loss) attributable to common stockholders	$ (1,393,607)	$ (2,329,038)
Dilutive effects of common stock equivalents
Weighted average shares outstanding - diluted	28,748,580	28,748,580

PREPAID EXPENSES - RELATED PARTY (Details Narrative) - USD ($) $ in Millions	Mar. 10, 2023	Mar. 31, 2024	Dec. 31, 2023
Amount prepaid in advance	$ 5.0
Maximum amount payable	$ 5.0
ARK Survival Ascended [Member]
Prepaid royalties		$ 1.4	$ 5.5
ARK I [Member]
Prepaid expenses license rights			$ 2.5

PRESENTATION AND NATURE OF OPERATIONS (Tables)

3 Months Ended

Mar. 31, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

SCHEDULE OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

	For the three months ended March 31, 2023
	As reported		Adjustment			As adjusted
Cost of revenues	$	9,816,397	$	1,044,540		$	10,860,937
Gross profit		3,642,091		(1,044,540	)		2,597,551
General and administrative		5,570,291		(1,044,540	)		4,525,751

SCHEDULE OF SUBSIDIARIES INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENTS

The condensed consolidated financial statements include the accounts of Snail, Inc. and the following subsidiaries:

	Equity %
Subsidiary Name	Owned
Snail Games USA Inc.		100	%
Snail Innovation Institute		70	%
Frostkeep Studios, Inc.		100	%
Eminence Corp		100	%
Wandering Wizard, LLC		100	%
Donkey Crew, LLC		99	%
Interactive Films, LLC		100	%
Project AWK Productions, LLC		100	%
BTBX.IO, LLC		70	%

SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS (Details) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Prepaid Expenses And Other Current Assets
Other receivables	$ 1,814,274
Deferred offering costs	105,411	105,411
Other prepaids	56,921	70,967
Other current assets	442,595	463,315
Total prepaid expenses and other current assets	$ 2,419,201	$ 639,693

SCHEDULE OF OPERATING LEASE COSTS (Details) - USD ($)	3 Months Ended
SCHEDULE OF OPERATING LEASE COSTS (Details) - USD ($)	Mar. 31, 2024	Mar. 31, 2023
Operating Lease Right-of-use Assets
Operating lease costs	$ 396,515	$ 397,562

INCOME TAXES (Details Narrative) - USD ($)	3 Months Ended
INCOME TAXES (Details Narrative) - USD ($)	Mar. 31, 2024	Mar. 31, 2023
Income Tax Disclosure [Abstract]
Income tax expense (benefit)	$ 477,950	$ 805,818
Effective tax rate	21.00%	21.00%
Federal statutory income tax rate		21.00%

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

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+ Details

ACCOUNTS PAYABLE — RELATED PARTIES

3 Months Ended

Mar. 31, 2024

Accounts Payable Related Parties

ACCOUNTS PAYABLE — RELATED PARTIES

NOTE 9 – ACCOUNTS PAYABLE — RELATED PARTIES

Accounts payable due to related parties represents payables in the ordinary course of business primarily for purchases of game distribution licenses, research and development costs and also the royalties due to Suzhou Snail and SDE. As of March 31, 2024 and December 31, 2023, the Company had $16,951,062 and $18,147,958, respectively, as accounts payable due to Suzhou Snail; and $4,946,478, as net accounts payable due to SDE as of December 31, 2023, see Note 5 — Accounts Receivable (Payable) — Related Party. During the three months ended March 31, 2024 and 2023, the Company incurred $47,105 and $72,524, respectively as license costs due to Suzhou Snail and included in cost of revenues. In March 2024, the Company entered into a development agreement with Suzhou Snail, to outsource the completion of an internal project, Hermes. Under the terms of the agreement, Suzhou Snail will outsource the labor needed to complete the development of an internal project and provide technical support for a period of twelve months. In consideration, the Company will pay Suzhou Snail twelve equal monthly payments of $253,000. During the three months ended March 31, 2024 the Company incurred $759,000 of research and development costs passed through Suzhou Snail, there were no such costs passed through Suzhou Snail during the three months ended March 31, 2023. During the three months ended March 31, 2024 and 2023, respectively, there were $1,575,000 and $450,000 in payments to Suzhou Snail for royalties and research and development costs. Accounts payable – related parties consisted of the following as of March 31, 2024 and December 31, 2023:

	2024			2023
Accounts payable - Suzhou	$	54,565,974		$	55,762,870
Less: accounts receivable - Suzhou		(37,614,912	)		(37,614,912	)
Less: accounts receivable		(37,614,912	)		(37,614,912	)
Accounts payable - SDE		-			4,946,478
Accounts payable		-			4,946,478
Total accounts payable – related parties	$	16,951,062		$	23,094,436

REVOLVING LOAN, SHORT TERM NOTES AND LONG - TERM DEBT (Tables)

3 Months Ended

Mar. 31, 2024

Debt Disclosure [Abstract]

SCHEDULE OF LONG TERM DEBT

	March 31, 2024		December 31, 2023
2021 Revolving Loan - On June 21, 2023, the Company amended its revolving loan agreement (“amended revolver”) and decreased the maximum balance from $9,000,000 to $6,000,000. The amended revolver matures on December 31, 2024 and has an annual interest rate equal to the prime rate less 0.25%. At March 31, 2024, the interest rate on this loan was 8.25%. Debt covenants of this loan require the Company to maintain a minimum debt service coverage ratio of at least 1.5 to 1. The Company was not in compliance with the debt service coverage ratio for the trailing twelve month period ended March 31, 2024 and received a waiver for the debt service coverage ratio requirement for the period ended March 31, 2024.	$	3,000,000	$	6,000,000
2021 Promissory Note – On June 17, 2021, the Company amended its loan agreement to reduce the principal amount with financial institution for 10 years, annual interest rate of 3.5% for the first 5 years, and then floating at Wall Street Journal rate from years 6 to 10. The loan is secured by the Company’s building, with a carrying value of $4.2 million, and matures on June 30, 2031. The note is subject to a prepayment penalty. Debt covenants of this loan require the Company to maintain a minimum debt service coverage ratio of at least 1.5 to 1. The Company was not in compliance with the debt service coverage ratio for the trailing twelve month period ended March 31, 2024 and received a waiver for the debt service coverage ratio requirement for the period ended March 31, 2024.		2,791,438		2,811,923
2022 Short Term Note - On January 26, 2022, the Company amended its revolving loan and long-term debt agreements to obtain an additional note with a principal balance of $10,000,000 which was originally set to mature on January 26, 2023. Interest was equal to the higher of 3.75% or the Wall Street Journal Prime Rate plus 0.50%. The loan was secured by the Company’s assets. In the event of a default, all outstanding amounts under the note would bear interest at a default rate equal to 5% over the note rate. Debt covenants of this loan required the Company to maintain a minimum debt service coverage ratio of at least 1.5 to 1 and would be measured quarterly. In November 2022, the maturity was extended to January 26, 2024 and at December 31, 2023, the interest rate on this loan was 8.25%. The Company repaid the balance of $833,333 during the three month period ended March 31, 2024.		-		833,333
2023 Convertible Notes – On August 24, 2023, the Company issued convertible notes at a 7.4% discount and a principal balance of $1,080,000. The notes have an interest rate of 7.5%, will be paid in consecutive monthly installments beginning February 24, 2024 and will mature on May 24, 2024. In the event of a default the interest rate will be increased to the lower of 16% per annum or the highest amount permitted by applicable law. The Company has the option to prepay the notes at any time and the note holders have the option to convert the notes, in whole or in part, at any time. The Company recognized a discount of $678,254 on the notes to account for the stated discount, the fair value of the warrants issued in connection with the notes and the costs of issuance. The discount is amortized using the effective interest rate of 103.4%.		750,450		1,080,000
2023 Note Payable – In July 2023, the Company entered into a cooperation agreement with its internet, server and datacenter vendor. The Company agreed to make the vendor the official server host of Ark: Survival Evolved and future iterations and sequels of the game for a period of 7 years. In return the vendor has agreed to provide the Company with funds in cash of up to $3.0 million without discount and free of charges and costs to the Company. The funds are repaid based on 20% of the gross monthly ARK: Survival Ascended revenues. The Company has imputed interest at 8.0% on draws made. If in default, the interest rate is levied on the outstanding balances at a rate of 12.0% per annum. The Company repaid the balance of $1.5 million during the three month period ended March 31, 2024.		-		1,500,000
Total debt		6,541,888		12,225,256
Less: discount on convertible notes		48,166		282,639
Less: current portion of promissory note		2,791,438		2,811,923
Less: revolving loan		3,000,000		6,000,000
Less: notes payable		-		2,333,333
Less: convertible notes, net of discount		702,284		797,361
Total long-term debt	$	-	$	-

SCHEDULE OF FUTURE MINIMUM PAYMENTS OF LONG TERM DEBT

The following table provides future minimum payments of its long-term debt as of March 31, 2024:

Years ending December 31,	Amount
Remainder of 2024	$	3,819,340
2025		86,013
2026		89,115
2027		92,329
2028		95,414
Thereafter		2,359,677
Long term debt	$	6,541,888

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

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+ Details

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Accounts receivable, allowance for credit loss, current	$ 523,500	$ 523,500
Treasury stock, shares	1,350,275	1,350,275
Common Class A [Member]
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	500,000,000	500,000,000
Common stock, shares issued	9,357,749	9,275,420
Common stock, shares outstanding	8,007,474	7,925,145
Treasury stock, shares	1,350,275
Common Class B [Member]
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	28,748,580	28,748,580
Common stock, shares outstanding	28,748,580	28,748,580

Pay vs Performance Disclosure - USD ($)	3 Months Ended
Pay vs Performance Disclosure - USD ($)	Mar. 31, 2024	Mar. 31, 2023
Pay vs Performance Disclosure [Table]
Net Income (Loss)	$ (1,779,329)	$ (2,971,378)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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+ Details

PROPERTY, PLANT AND EQUIPMENT, NET

3 Months Ended

Mar. 31, 2024

Property, Plant and Equipment [Abstract]

PROPERTY, PLANT AND EQUIPMENT, NET

NOTE 8 – PROPERTY, PLANT AND EQUIPMENT, NET

Property, plant and equipment, net consisted of the following as of March 31, 2024 and December 31, 2023:

	2024			2023
Building	$	1,874,049		$	1,874,049
Land		2,700,000			2,700,000
Building improvements		1,010,218			1,010,218
Leasehold improvements		1,537,775			1,537,775
Autos and trucks		178,695			178,695
Computer and equipment		1,809,214			1,809,214
Furniture and fixtures		411,801			411,801
Property, plant and equipment, gross		9,521,752			9,521,752
Accumulated depreciation		(4,922,024	)		(4,839,686	)
Property, plant and equipment, net	$	4,599,728		$	4,682,066

Depreciation and amortization expense was $82,338 and $115,060 for the three months ended March 31, 2024 and 2023, respectively. The Company did not have any disposals in the three months ended March 31, 2024 or 2023.

Snail Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

SUBSEQUENT EVENTS (Details Narrative) - USD ($)		1 Months Ended	3 Months Ended
SUBSEQUENT EVENTS (Details Narrative) - USD ($)	Apr. 15, 2024	Apr. 30, 2024	Mar. 31, 2024
Weitian Group LLC [Member]
Subsequent Event [Line Items]
Expenses incurred			$ 18,720
Accounts payable			$ 10,032
Weitian Group LLC [Member] \| Subsequent Event [Member]
Subsequent Event [Line Items]
Accrued interest and principal paid		$ 500,000
Chief Executive Officer [Member] \| Subsequent Event [Member]
Subsequent Event [Line Items]
Annual base salary	$ 300,000

OPERATING LEASE RIGHT-OF-USE ASSETS (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Apr. 30, 2018
Short-Term Debt [Line Items]
Operating lease right-of-use assets	$ 2,138,285		$ 2,440,690
Lease Terminated And Expired [Member]
Short-Term Debt [Line Items]
Variable lease payments	27,332	$ 24,510
Standby Letters of Credit [Member]
Short-Term Debt [Line Items]
Maximum borrowing capacity				$ 1,075,000
Operating lease right-of-use assets	$ 2,138,285		$ 2,440,690

LOSS PER SHARE (Tables)

3 Months Ended

Mar. 31, 2024

Earnings Per Share [Abstract]

SCHEDULE OF EARNINGS PER SHARE

	2024			2023
	For the three months ended March 31,
	2024			2023
Basic Loss Per Share:
Net loss attributable to Class A common stockholders	$	(385,722	)	$	(642,340	)
Net loss attributable to Class B common stockholders		(1,393,607	)		(2,329,038	)
Net (loss) income attributable to common stockholders		(1,393,607	)		(2,329,038	)
Total net loss attributable to Snail Inc and Snail Games USA Inc.	$	(1,779,329	)	$	(2,971,378	)
Class A weighted average shares outstanding – basic		7,957,031			7,928,742
Class B weighted average shares outstanding – basic		28,748,580			28,748,580
Weighted average shares outstanding - basic		28,748,580			28,748,580
Class A and B basic loss per share	$	(0.05	)	$	(0.08	)

Diluted Loss Per Share:
Net loss attributable to Class A common stockholders	$	(385,722	)	$	(642,340	)
Net loss attributable to Class B common stockholders	$	(1,393,607	)	$	(2,329,038	)
Net (loss) attributable to common stockholders	$	(1,393,607	)	$	(2,329,038	)
Class A weighted average shares outstanding - basic		7,957,031			7,928,742
Dilutive effects of common stock equivalents		-			-
Class A weighted average shares outstanding - diluted		7,957,031			7,928,742
Class B weighted average shares outstanding - basic		28,748,580			28,748,580
Weighted average shares outstanding - basic		28,748,580			28,748,580
Dilutive effects of common stock equivalents		-			-
Class B weighted average shares outstanding - diluted		28,748,580			28,748,580
Weighted average shares outstanding - diluted		28,748,580			28,748,580
Diluted loss per Class A and B share	$	(0.05	)	$	(0.08	)

SCHEDULE OF SUBSIDIARIES INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENTS (Details)	Mar. 31, 2024	Dec. 31, 2023
Snail Innovation Institute [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Equity interest owned by the company	70.00%	70.00%
Donkey Crew, LLC [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Equity interest owned by the company	99.00%	99.00%
BTBX.IO, LLC [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Equity interest owned by the company	70.00%	70.00%
Subsidiaries [Member] \| Snail Games USA Inc [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Equity interest owned by the company	100.00%
Subsidiaries [Member] \| Snail Innovation Institute [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Equity interest owned by the company	70.00%
Subsidiaries [Member] \| Frostkeep Studios Inc [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Equity interest owned by the company	100.00%
Subsidiaries [Member] \| Eminence Corp [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Equity interest owned by the company	100.00%
Subsidiaries [Member] \| Wandering Wizard LLC [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Equity interest owned by the company	100.00%
Subsidiaries [Member] \| Donkey Crew, LLC [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Equity interest owned by the company	99.00%
Subsidiaries [Member] \| Interactive Films LLC [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Equity interest owned by the company	100.00%
Subsidiaries [Member] \| Project AWK Productions LLC [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Equity interest owned by the company	100.00%
Subsidiaries [Member] \| BTBX.IO, LLC [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Equity interest owned by the company	70.00%