Cover
Cover - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2022 | Jun. 30, 2021 | |
Entity Addresses [Line Items] | ||||
Document Type | 10-K | |||
Amendment Flag | false | |||
Document Annual Report | true | |||
Document Transition Report | false | |||
Document Period End Date | Dec. 31, 2021 | |||
Document Fiscal Period Focus | FY | |||
Document Fiscal Year Focus | 2021 | |||
Current Fiscal Year End Date | --12-31 | |||
Entity File Number | 001-39040 | |||
Entity Registrant Name | AST SPACEMOBILE, INC. | |||
Entity Central Index Key | 0001780312 | |||
Entity Tax Identification Number | 84-2027232 | |||
Entity Incorporation, State or Country Code | DE | |||
Entity Address, Address Line One | Midland Intl. Air & Space Port | |||
Entity Address, Address Line Two | 2901 Enterprise Lane | |||
Entity Address, City or Town | Midland | |||
Entity Address, State or Province | TX | |||
Entity Address, Postal Zip Code | 79706 | |||
City Area Code | 432 | |||
Local Phone Number | 276-3966 | |||
Icfr Auditor Attestation Flag | false | |||
Entity Well-known Seasoned Issuer | No | |||
Entity Voluntary Filers | No | |||
Entity Current Reporting Status | Yes | |||
Entity Interactive Data Current | Yes | |||
Entity Filer Category | Non-accelerated Filer | |||
Entity Small Business | true | |||
Entity Emerging Growth Company | true | |||
Elected Not To Use the Extended Transition Period | false | |||
Entity Shell Company | false | |||
Entity Public Float | $ 514.7 | |||
Auditor Firm ID | 185 | 243 | ||
Auditor Name | KPMG LLP | BDO USA, LLP Certified Public Accountants | ||
Auditor Location | Miami, Florida | Fort Lauderdale, Florida | ||
Common Class A [Member] | ||||
Entity Addresses [Line Items] | ||||
Title of 12(b) Security | Class A common stock, par value $0.0001 per share | |||
Trading Symbol | ASTS | |||
Security Exchange Name | NASDAQ | |||
Entity Common Stock, Shares Outstanding | 51,782,154 | |||
Warrants exercisable for one share of Class A common stock at an exercise price of $11.50 | ||||
Entity Addresses [Line Items] | ||||
Title of 12(b) Security | Warrants exercisable for one share of Class A common stock at an exercise price of $11.50 | |||
Trading Symbol | ASTSW | |||
Security Exchange Name | NASDAQ | |||
Common Class B [Member] | ||||
Entity Addresses [Line Items] | ||||
Entity Common Stock, Shares Outstanding | 51,636,922 | |||
Common Class C [Member] | ||||
Entity Addresses [Line Items] | ||||
Entity Common Stock, Shares Outstanding | 78,163,078 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 321,787 | $ 42,777 |
Restricted cash | 2,750 | |
Accounts receivable | 2,173 | 2,081 |
Inventories | 1,412 | 2,591 |
Prepaid expenses | 3,214 | 1,249 |
Other current assets | 4,467 | 2,234 |
Total current assets | 335,803 | 50,932 |
Property and equipment: | ||
BlueWalker 3 satellite - construction in progress | 67,615 | 27,013 |
Property and equipment, net | 28,327 | 10,057 |
Total property and equipment, net | 95,942 | 37,070 |
Other non-current assets: | ||
Operating lease right-of-use assets, net | 7,991 | 7,045 |
Intangible assets, net | 242 | 526 |
Goodwill | 3,641 | 3,912 |
Other non-current assets | 317 | 160 |
Total other non-current assets | 12,191 | 11,643 |
TOTAL ASSETS | 443,936 | 99,645 |
Current liabilities: | ||
Accounts payable | 6,638 | 4,990 |
Accrued expenses and other current liabilities | 7,469 | 4,222 |
Deferred revenue | 6,636 | 3,401 |
Current operating lease liabilities | 634 | 504 |
Total current liabilities | 21,377 | 13,117 |
Warrant liabilities | 58,062 | |
Non-current operating lease liabilities | 7,525 | 6,541 |
Long-term debt | 5,000 | |
Total liabilities | 91,964 | 19,658 |
Stockholders’ Equity | ||
Common equity (pre-combination) | 0 | 117,573 |
Accumulated other comprehensive loss | (433) | (168) |
Accumulated deficit | (70,461) | (39,908) |
Noncontrolling interest | 251,693 | 2,490 |
Total stockholders' equity | 351,972 | 79,987 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 443,936 | $ 99,645 |
Common Class A [Member] | ||
Stockholders’ Equity | ||
Common stock value | 5 | |
Common Class B [Member] | ||
Stockholders’ Equity | ||
Common stock value | 5 | |
Common Class C [Member] | ||
Stockholders’ Equity | ||
Common stock value | 8 | |
Additional paid-in capital | $ 171,155 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) | Dec. 31, 2021$ / sharesshares |
Common Class A [Member] | |
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.0001 |
Common Stock, Shares Authorized | 800,000,000 |
Common Stock, Shares Issued | 51,730,904 |
Common Stock, Shares Outstanding | 51,730,904 |
Common Class B [Member] | |
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.0001 |
Common Stock, Shares Authorized | 200,000,000 |
Common Stock, Shares Issued | 51,636,922 |
Common Stock, Shares Outstanding | 51,636,922 |
Common Class C [Member] | |
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.0001 |
Common Stock, Shares Authorized | 125,000,000 |
Common Stock, Shares Issued | 78,163,078 |
Common Stock, Shares Outstanding | 78,163,078 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||
Net loss before allocation to noncontrolling interest | $ (73,261) | $ (24,405) |
Other comprehensive (loss) income | ||
Foreign currency translation adjustments | (666) | 382 |
Total other comprehensive income (loss) | (666) | 382 |
Total comprehensive income (loss) before allocation to noncontrolling interest | (73,927) | (24,023) |
Comprehensive income (loss) attributable to noncontrolling interest | (43,109) | (123) |
Comprehensive income (loss) attributable to common stockholders | $ (30,818) | $ (23,900) |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | ||
Income Statement [Abstract] | |||
Revenues | $ 12,405 | $ 5,967 | |
Cost of sales (exclusive of items shown separately below) | 7,563 | 3,025 | |
Gross profit | 4,842 | 2,942 | |
Operating expenses: | |||
Engineering services | 29,599 | 13,081 | |
General and administrative costs | 35,636 | 12,320 | |
Research and development costs | 23,440 | 1,011 | |
Depreciation and amortization | 2,913 | 887 | |
Total operating expenses | 91,588 | 27,299 | |
Other income: | |||
Gain on remeasurement of warrant liabilities | 15,766 | 0 | |
Other income (expense), net | (1,950) | 83 | |
Total other income, net | 13,816 | 83 | |
Loss before income tax expense | (72,930) | (24,274) | |
Income tax expense | 331 | 131 | |
Net loss before allocation to noncontrolling interest | (73,261) | (24,405) | |
Net loss attributable to noncontrolling interest | 42,708 | 344 | |
Net loss attributable to common stockholders | $ (30,553) | $ (24,061) | |
Net loss per share of common stock attributable to common stockholders | |||
Basic and diluted net loss per common share | [1] | $ (0.37) | |
Weighted average shares used in computing net income (loss) per share of common stock | |||
Weighted Average Number of Shares Outstanding, Basic and Diluted | [1] | 51,729,785 | |
[1] | Earnings per share information has not been presented for periods prior to the Business Combination , as it resulted in values that would not be meaningful to the readers of these consolidated financial statements. Refer to Note 16 for fu rther information. |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Class A Common Stock [Member] | Class B Common Stock [Member] | Class C Common Stock [Member] | Additional Paid-in Capital [Member] | Common Equity (Pre-Combination) [Member] | Accumulated Other Comprehensive Loss [Member] | Accumulated Deficit [Member] | Noncontrolling Interest [Member] | |
Beginning balance, value at Dec. 31, 2019 | [1] | $ 29,749 | $ 43,312 | $ (329) | $ (15,847) | $ 2,613 | ||||
Beginning balance, shares at Dec. 31, 2019 | 100,905,894 | |||||||||
Stock options exercised | 1 | $ 1 | 0 | 0 | 0 | |||||
Stock options exercised, Shares | 12,181 | |||||||||
Issuance of Series B Convertible Preferred Stock, net of issuance costs of $5,958 | 73,870 | $ 73,870 | 0 | 0 | 0 | |||||
Issuance of Series B Convertible Preferred Stock, net of issuance costs of $5,958, shares | 28,881,924 | |||||||||
Payment of Promissory Note by Common Shareholder | 100 | $ 100 | ||||||||
Stock-based compensation | 290 | 290 | ||||||||
Foreign currency translation adjustments | 382 | 161 | 0 | 221 | ||||||
Net income | (24,405) | 0 | (24,061) | (344) | ||||||
Ending balance, value at Dec. 31, 2020 | 79,987 | $ 117,573 | (168) | (39,908) | 2,490 | |||||
Ending balance, shares at Dec. 31, 2020 | 129,800,000 | |||||||||
Stock-based compensation pre Business Combination | 370 | $ 370 | ||||||||
Recapitalization transaction, net of transaction costs of $45.7 million | 342,120 | $ 5 | $ 5 | $ 8 | $ 168,234 | $ (117,943) | 291,811 | |||
Recapitalization transaction, net of transaction costs of $45.7 million, shares | 51,729,704 | 51,636,922 | 78,163,078 | (129,800,000) | ||||||
Stock-based compensation post Business Combination | 3,404 | 2,719 | 685 | |||||||
Warrant exercised, Amount | 18 | 139 | (121) | |||||||
Adjustment to noncontrolling interest due to changes in ownership | 63 | (63) | ||||||||
Foreign currency translation adjustments | (666) | (265) | (401) | |||||||
Net income | (73,261) | (30,553) | (42,708) | |||||||
Ending balance, value at Dec. 31, 2021 | $ 351,972 | $ 5 | $ 5 | $ 8 | $ 171,155 | $ (433) | $ (70,461) | $ 251,693 | ||
Ending balance, shares at Dec. 31, 2021 | 51,730,904 | 51,636,922 | 78,163,078 | |||||||
Warrants exercised, Shares | 1,200 | |||||||||
[1] | Previously reported amounts have been adjusted for the retroactive application of the recapitalization related to the Business Combination. Refer to Note 3 for further information. |
Consolidated Statements of St_2
Consolidated Statements of Stockholders' Equity (Parenthetical) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Statement of Stockholders' Equity [Abstract] | |
Transaction costs | $ 45,700 |
Debt Issuance Costs, Net | $ 5,958 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | ||
Net loss before allocation to noncontrolling interest | $ (73,261) | $ (24,405) |
Adjustments to reconcile net loss before noncontrolling interest to cash used in operating activities: | ||
Depreciation | 2,689 | 670 |
Amortization of intangible assets | 224 | 217 |
Gain (loss) on remeasurement of warrant liabilities | (15,766) | 0 |
Non-cash lease expense | 574 | 219 |
Stock-based compensation | 3,736 | 283 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (220) | (1,568) |
Prepaid expenses and other current assets | (4,216) | (1,485) |
Inventory | 1,039 | (2,236) |
Accounts payable and accrued expenses | (2,091) | (3,476) |
Operating lease liabilities | (398) | (219) |
Deferred revenue | 3,572 | 2,235 |
Other assets and liabilities | 159 | (6) |
Net cash used in operating activities | (80,095) | (22,807) |
Cash flows from investing activities: | ||
Purchase of property and equipment | (15,080) | (8,123) |
Purchase of intangible asset | 0 | (23) |
BlueWalker 3 Satellite - construction in process | (39,712) | (22,258) |
Net cash used in investing activities | (54,792) | (30,404) |
Cash flows from financing activities: | ||
Proceeds from Business Combination | 456,420 | 0 |
Direct and incremental costs incurred for the Business Combination | (39,542) | (775) |
Proceeds from warrant exercises | 14 | 0 |
Repayment for founder bridge loan | 0 | (1,750) |
Proceeds from issuance of Series B Preferred Stock | 0 | 79,833 |
Issuance costs from issuance of Series B Preferred Stock | 0 | (7,745) |
Proceeds from promissory note with common shareholder | 0 | 100 |
Proceeds from debt | 49 | 0 |
Net cash provided by financing activities | 416,941 | 69,663 |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (294) | (173) |
Net increase in cash, cash equivalents and restricted cash | 281,760 | 16,279 |
Cash, cash equivalents and restricted cash, beginning of period | 42,777 | 26,498 |
Cash, cash equivalents and restricted cash, end of period | 324,537 | 42,777 |
Non-cash transactions: | ||
Purchases of construction in process in accounts payable | 3,265 | 2,615 |
Purchases of property and equipment in accounts payable | 1,429 | 794 |
Right-of-use assets obtained in exchange for operating lease liabilities as of January 1, 2020 upon adoption of ASC 842 | 0 | 6,472 |
Right-of-use assets obtained in exchange for operating lease liabilities | 1,557 | 734 |
Purchases of property and equipment using proceeds from long-term debt | 5,000 | 0 |
Interest | 13 | 25 |
Income taxes | $ 186 | $ 134 |
Organization and Nature of Oper
Organization and Nature of Operations | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Nature of Operations | 1. Organization and Nature of Operations AST SpaceMobile, Inc., collectively with its subsidiaries (“SpaceMobile” or the “Company”), is an innovative satellite designer and manufacturer. The Company is currently in the process of assembling, integrating, and testing its BlueWalker 3 (“BW3”) test satellite. In addition, the Company is in the design, development, and procurement process for the constellation of BlueBird ("BB") satellites in advance of manufacturing and launching the first space-based global cellular broadband network distributed through a constellation of Low Earth Orbit Satellites. Once deployed and operational, the BB satellites is designed to provide connectivity directly to standard/unmodified cellular phones or any 2G/3G/4G LTE and 5G enabled device (the “SpaceMobile Service”). At that point, the Company intends to offer the SpaceMobile Service to cellular subscribers and others through wholesale commercial roaming agreements with cellular service providers on a global basis. The Company operates from six locations that include its corporate headquarters and 185,000 square foot satellite assembly, integrating and testing facilities in Midland, Texas, and engineering and development centers in Maryland, Spain, the United Kingdom, and Israel. In addition, its 51% owned and controlled subsidiary, NanoAvionika UAB (“Nano”), is located in Lithuania. On April 6, 2021 (the "Closing Date"), the Company completed a business combination (the “Business Combination”) pursuant to that certain equity purchase agreement, dated as of December 15, 2020 (the “Equity Purchase Agreement”), by and among AST & Science, LLC (“AST LLC”), New Providence Acquisition Corp. (“NPA”), the existing equityholders of AST LLC ("Existing Equityholders"), New Providence Acquisition Management LLC (“Sponsor”), and Mr. Abel Avellan, as representative of the Existing Equityholders. Immediately, upon the completion of the Business Combination, NPA was renamed AST SpaceMobile, Inc. and AST LLC became a subsidiary of the Company. The Business Combination is documented in greater detail in Note 3. Following the consummation of the Business Combination (the “Closing”), the combined company is organized in an “Up-C” structure in which the business of AST LLC and its subsidiaries is held by SpaceMobile and continues to operate through the subsidiaries of AST LLC, and in which SpaceMobile’s only direct assets consist of equity interests in AST LLC. The Company’s common stock and warrants are listed on the Nasdaq Capital Market under the symbols “ASTS” and “ASTSW”, respectively. As the managing member of AST LLC, SpaceMobile has full, exclusive and complete discretion to manage and control the business of AST LLC and to take all action it deems necessary, appropriate, advisable, incidental, or convenient to accomplish the purposes of AST LLC and, accordingly, the financial statements are being prepared on a consolidated basis with SpaceMobile. The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and the Company may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in the Company's periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements and related notes have been prepared by the Company in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and the requirements of the Securities and Exchange Commission (“SEC”). The consolidated financial statements include the accounts of the Company and its subsidiaries. Intercompany transactions and balances have been eliminated upon consolidation. Certain comparative amounts have been reclassified to conform to the current period presentation. These reclassifications had no effect on the reported results of operations. The December 31, 2020 balances reported herein are derived from the audited consolidated financial statements of AST LLC. Pursuant to the Business Combination, the transaction between the Company and AST LLC was accounted for as a reverse recapitalization in accordance with U.S. GAAP. Under this method of accounting, NPA was treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of AST LLC issuing stock for the net assets of the Company, accompanied by a recapitalization. The net assets of AST LLC are stated at historical cost and net assets of NPA are stated at fair value, with no goodwill or other intangible assets recorded. The consolidated assets, liabilities and results of operations prior to the Business Combination are those of AST LLC. The shares and corresponding capital amounts prior to the Business Combination have been retroactively restated as shares reflecting the exchange ratio established in the Equity Purchase Agreement. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. The Company bases its estimates and assumptions on historical experience when available and on other market-specific or other relevant assumptions that it believes to be reasonable under the circumstances. Significant estimates and assumptions reflected in these financial statements include, but are not limited to, useful lives assigned to property and equipment, the fair values of warrant liabilities, valuation and potential impairment of goodwill and long-lived assets, and equity-based compensation expense. The Company assesses estimates on an ongoing basis; however, actual results could materially differ from those estimates due to risks and uncertainties, including the continued uncertainty surrounding rapidly changing market and economic conditions due to the COVID-19 pandemic. Foreign Currency Translation and Transaction Gains and Losses The financial statements of the Company’s foreign subsidiaries are translated from local currency into reporting currency, which is U.S. dollars, using the current exchange rate at the balance sheet date for assets and liabilities, and the weighted average exchange rate prevailing during the period for revenues and expenses. The functional currency of the Company’s foreign subsidiaries is the local currency for each entity and, accordingly, translation adjustments for these subsidiaries are included in accumulated other comprehensive loss within stockholders’ equity. Realized and unrealized gains and losses resulting from foreign currency transactions denominated in currencies other than the functional currency are reflected as other income (expense), net in the Consolidated Statements of Operations. Segments Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The Company’s CODM is its Chief Executive Officer. The Company has determined that it operates in one operating segment, as the CODM reviews financial information presented on a combined basis for purposes of making operating decisions, allocating resources, and evaluating financial performance. Cash and Cash Equivalents The Company’s cash consists of cash maintained within standard bank accounts at Federal Deposit Insurance Corporation (“FDIC”) insured financial institutions. The Company’s cash equivalents consist of short-term money market funds. The Company considers all highly liquid investments with a maturity date of 90 days or less at the date of purchase to be cash equivalents. Restricted Cash Restricted cash consists of bank deposits held for t he purposes of funding any capital improvements at the Company's new assembly, integration, and testing facility in Midland, Texas. Refer to Note 5. Accounts Receivable Accounts receivable includes amounts billed and currently due from customers. Accounts receivable are recorded when the right to consideration becomes unconditional. The Company did not reserve an allowance for doubtful accounts as of December 31, 2021 or December 31, 2020 based on management’s evaluation of expected credit losses for outstanding accounts receivable at period end. Concentration of Credit Risk Assets that potentially subject the Company to significant concentration of credit risk consist primarily of cash and cash equivalents and trade receivables. The Company maintains its cash in accounts at financial institutions that the Company believes are of high credit quality. At times, the cash balance may exceed federally insured limits. The Company's foreign subsidiaries may deposit cash at institutions that are not insured by the FDIC. Cash and cash equivalents as of December 31, 2021 are subject to minimal credit risk. The Company’s subsidiary, Nano, which accoun ted for 100 % of the Company’s revenue for the years ended December 31, 2021 and 2020, derives its revenue from customers located in various countries. Three customers accounted for approximately 53 % of the Company’s trade receivables as of December 31, 2021, and two customers accounted for approximately 76 % of the Company’s trade receivables as of December 31, 2020. Three customers accounted for approximately 42 % of the Company’s revenue for the year ended December 31, 2021, and three customers accounted for approximately 50 % of the Company’s revenue for the year ended December 31, 2020. The Company manages credit risk and monitors its exposure to credit losses by reviewing the counterparties’ credit at least quarterly, and maintains allowances for credit losses and anticipated lo sses, if necessary. The Company’s methodology to measure the provision for credit losses considers all relevant information including information about historical collectability, current conditions and reasonable and supportable forecasts of future economic conditions. The Company did not record an allowance for credit losses for the years ended December 31, 2021 and 2020 due to the financial stability and creditworthiness of the Company's limited number of customers. Inventories Inventories are stated at the lower of cost or net realizable value. Cost is determined by the first-in first-out ("FIFO") method. The cost of work-in-progress and finished goods comprises raw materials and satellite components, direct labor, and other direct engineering costs. The Company’s policy is to write-down inventory when conditions exist that suggest inventory may be in excess of anticipated demand or is obsolete based upon assumptions about future demand for the Company’s products and market conditions. The Company regularly evaluates the ability to realize the value of inventory based on a combination of factors including, but not limited to, historical usage rates, forecasted sales or usage, and estimated current or future market values. When recorded, inventory write-downs are intended to reduce the carrying value of inventory to its net realizable value. No reserve for excess and/or obsolete inventory was recognized during the years ended December 31, 2021 and 2020. As of December 31, 2021 , inventories consisted primarily of finished goods. BlueWalker3 Capitalization The Company accounts for research and development costs related to the BlueWalker3 test satellite based on guidance in ASC 730 - Research and Development (“ASC 730”). The Company determined there is an alternative future use for BW3 as defined in this guidance. As such, certain costs related to the construction of the BW3 test satellite are capitalized and reported as construction-in-progress (“CIP”) on the Consolidated Balance Sheets. The Company capitalizes only those expenditures and ancillary costs that are directly attributable to the construction phase and necessarily incurred to place BW3 into its intended location and use. To date, capitalized expenditures include the costs for satellite parts, paid launch cost, and other non-recurring costs directly associated with BW3 developments. The other non-recurring costs primarily include third-party engineers who are hired solely for the design, assembly, and testing of BW3 and are responsible for the value and progression of the project. The costs for internal, recurrent engineers and consultants are expensed as engineering services and not capitalized to the CIP account on the Consolidated Balance Sheets, as these employees are not directly associated with the development of BW3. Property and Equipment The Company records property and equipment at cost. Cost includes expenditures that are directly attributable to the acquisition of the asset. The cost of self-constructed assets includes the cost of materials and direct labor, and any other costs directly attributable to bringing the asset to a working condition for the intended use. During their construction, items of property, plant, and equipment are classified as construction in progress. When the asset is available for use, it is transferred from construction in progress to the appropriate category of property, plant, and equipment and depreciation on the item commences. Repairs and maintenance costs that do not extend the useful life or enhance the productive capacity of an asset are expensed as incurred and recorded as part of general and administrative operating expenses in the accompanying Consolidated Statements of Operations. Upon retirement or disposal of property and equipment, the Company derecognizes the cost and accumulated depreciation balance associated with the asset, with a resulting gain or loss from disposal included in the determination of net income or loss. Depreciation expense is computed using the straight-line method over the estimated useful lives which the Company has assigned to its underlying asset classes, which are as follows: Estimated Useful Life Computers, software, and equipment 2 to 5 years Leasehold improvements Shorter of estimated useful life or lease term Satellite antenna 5 years Test and lab equipment 5 years Phased array test facility 5 years Assembly and integration equipment 5 years Furniture and fixtures 7 years Vehicles 5 years Leases The Company early adopted ASC 842, Leases (“ASC 842”) effective January 1, 2020 using the modified retrospective method which did not require the Company restate prior periods and did not have an impact on retained earnings. The Company elected the “package of 3” practical expedients permitted under ASC 842 which eliminated the requirements to reassess prior conclusions about lease identification, lease classification, and initial direct costs. At the inception or modification of an arrangement, the Company determines whether the arrangement is or contains a lease based on the circumstances present. A contract is or contains a lease if the contract conveys the right to control the use of an identified asset for a period in exchange for consideration. Control over the use of the identified asset means the Company has both (a) the right to obtain substantially all of the economic benefits from the use of the asset and (b) the right to direct the use of the asset. Leases with a term greater than one year are recognized on the Consolidated Balance Sheets as right-of-use assets, lease liabilities, and, if applicable, long-term lease liabilities. Lease liabilities and the corresponding right-of-use assets are recorded based on the present values of future minimum lease payments over the expected lease terms. The Company includes options to extend or terminate the lease in the lease term where it is reasonably certain that it will exercise these options. The interest rate implicit in lease contracts is typically not readily determinable. As such, the Company utilizes the appropriate incremental borrowing rates, which are the rates that would be incurred to borrow on a collateralized basis, over similar terms, amounts equal to the lease payments in a similar economic environment. Right-of-use assets include unpaid lease payments and exclude lease incentives and initial direct costs incurred. For the Company's operating leases, the Company recognizes lease expense for minimum lease payments on a straight-line basis over the lease term. Variable payments that do not depend on a rate or index are not included in the lease liability and are recognized as incurred. The Company’s lease contracts do not include residual value guarantees nor do they include restrictions or other covenants. If significant events, changes in circumstances, or other events indicate that the lease term or other inputs have changed, the Company would reassess lease classification, remeasure the lease liability by using revised inputs as of the reassessment date, and adjust the right-of-use asset. The Company elected to apply a practical expedient which provides that leases with an initial term of 12 months or less and no purchase option that the Company is reasonably certain of exercising will not be included within the lease right-of-use assets and lease liabilities on its Consolidated Balance Sheets. The Company also elected to apply a practical expedient to combine the non-lease components (which include common area maintenance, taxes and insurance) with the related lease component. The Company applies these practical expedients to all asset classes. See Note 6 for further details. Long-Lived Assets Long-lived assets, except for goodwill, consist of property and equipment and definite lived acquired intangible assets, such as developed technology and tradenames. The Company amortizes long-lived assets using the straight-line method over their estimated useful lives. Long-lived assets, except for goodwill, are tested for recoverability whenever events or changes in business circumstances indicate that the carrying amount of the asset may not be fully recoverable. The Company continually evaluates whether events or circumstances have occurred that indicate that the estimated remaining useful life of long-lived assets may warrant revision or if events or circumstances indicate that the carrying value of these assets may be impaired. To compute whether assets have been impaired, the estimated undiscounted future cash flows for the estimated remaining useful life of the assets are compared to the carrying value. To the extent that the future cash flows are less than the carrying value, the assets are written down to the estimated fair value of the asset. There were no impairment charges for long-lived assets recognized for the years ended December 31, 2021 and 2020 . Goodwill The Company evaluates goodwill for impairment annually, or more frequently if events or changes in circumstances indicate that the goodwill may be impaired. Goodwill is tested at the reporting unit level, which is considered an operating segment or one level below an operating segment. The Company has two reporting units: AST LLC and Nano. However, given no goodwill has been allocated to the AST LLC reporting unit, the Company identifies Nano as the sole reporting unit for purposes of goodwill impairment testing. The annual goodwill impairment test is based on either a qualitative or quantitative assessment. The Company has the option to perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If management determines this is the case, the Company is required to perform a quantitative assessment. A quantitative assessment is an analysis of the fair value of the reporting unit compared to its carrying value. A goodwill impairment charge is recorded for the amount by which the carrying amount exceeds the reporting unit’s fair value. The Company perform s the annual goodwill impairment test during the fourth quarter each year. There were no impairment charges for goodwill recognized for th e years ended December 31, 2021 and 2020 . Warrant Liabilities The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480 - Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815 - Derivatives and Hedging (“ASC 815”). Management’s assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, whether they meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period-end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, they are recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, they are recorded at their initial fair value on the date of issuance and subject to remeasurement each balance sheet date with changes in the estimated fair value of the warrants to be recognized as an unrealized gain or loss in the Consolidated Statements of Operations. Fair Value of Financial Instruments The Company measures certain assets and liabilities at fair value, either upon initial recognition or for subsequent accounting or reporting. The fair value of the financial instruments disclosed herein is not necessarily representative of the amount that could be realized or settled, nor does the fair value amount consider the tax consequences of realization or settlement. In assessing the fair value of financial instruments, the Company uses a variety of methods and assumptions, which are based on estimates of market conditions and risks existing at the time. For certain instruments, including cash, accounts receivable, accounts payable, and accrued expenses, it was estimated that the carrying amount approximated fair value because of the short maturities of these instruments. For the Company’s outstanding debt, it was estimated that the carrying amount approximates fair value as the interest rate on the long-term debt approximates a market interest rate. Revenue Recognition The Company recognizes revenue related to sales of manufactured small satellites and their components as well as launch related services. The Company recognizes revenue in accordance with ASC 606 - Revenue from Contracts with Customers ("ASC 606") and as such, revenue is recognized when a customer obtains control of promised goods or services. The Company recognizes revenue for services provided over time as the Company’s performance does not result in an asset with an alternative use and the Company is entitled to be compensated for performance completed to date. The Company recognizes revenue for services provided over time based on an output method, under which the total value of revenue is recognized based on each contract’s deliverable(s) as they are completed and when value is transferred to a customer. Certain of the Company’s performance obligations do not meet the criteria for over time recognition such as satellite hardware and subsystems. In these scenarios, the Company recognizes revenue upon transfer of control of the performance obligation to the customer. The Company defers revenue in the event all the performance obligations have not been satisfied for which compensation has been received. Revenue associated with unsatisfied performance obligations are contract liabilities, are recorded within other current liabilities in the Consolidated Balance Sheets, and are recognized once performance obligations are satisfied. C osts to obtain the Company’s contracts are capitalized and amortized in accordance with the pattern of transfer of the underlying goods or services , and typically include commissions paid to external parties or distributors. Sales commissions are considered incremental costs in obtaining a new contract and thus are appropriately capitalized. Costs to fulfill the Company’s contracts, such as the Company's overhead costs and third-party costs to manufacture, do not meet the specified capitalization criteria (i.e., do not generate or enhance resources of the Company) and as such are expensed as incurred. Costs to obtain and fulfill the Company’s contracts were immaterial as of December 31, 2021 and 2020 . Cost of Sales Cost of sales includes the operational costs incurred to fulfil customer orders at the Company’s subsidiary, Nano, including product costs, labor and related overhead. Engineering Costs Engineering costs are charged to expense as incurred. Engineering costs consist primarily of the costs of internal staff (such as engineers and consultants) associated with the Company's ongoing engineering efforts related to the integration, testing, and development of the Company's satellites, and general expenses related to engineering centers. Research and Development Costs Research and development costs are charged to expense as incurred. Research and development costs consist principally of non-recurring development efforts in which the Company typically engages third-party vendors, including design and development of the electronic componentry, software, and mechanical deployment systems to be used in the BB satellites, materials and supplies, license costs, contract services, and other outside expenses. Costs for certain research and development activities are recognized in line with the completion of specific tasks using information from the Company’s vendors on their actual costs incurred. Payments for these activities are based on the terms of the individual arrangements, which may differ from the pattern of costs incurred, and reflected in the financial statements as prepaid or accrued expenses. Stock-Based Compensation The Company accounts for equity awards, including grants of stock options and restricted stock units, in accordance with ASC 718, Compensation – Stock Compensation (“ASC 718”). ASC 718 requires all equity-based payments to employees, which includes grants of employee equity awards, to be recognized in the Consolidated Statements of Operations based on their grant date fair values. The Company issues stock-based compensation awards to the employees, non-employees, and non-employee directors of its subsidiaries. The Company accounts for stock-based compensation for awards granted to non-employees in a similar fashion to the way it accounts for stock-based compensation awards to employees. The Company estimates the grant date fair value of stock options granted to employees, non-employees, and non-employee members of the Board of Directors using the Black-Scholes option-pricing model. Use of the Black-Scholes model requires the Company to make assumptions with respect to the expected term of stock options, the expected volatility of the common stock consistent with the expected life of the option, risk-free interest rates and expected dividend yields of the common stock. The fair value of restricted stock units granted to employees, non-employees and non-employee members of the Board of Directors is based on the fair value of the Company’s stock on the grant date. For awards that vest based solely on achievement of a service condition, the Company recognizes expense on a straight-line basis over the period during which the award holder provides such services. For awards that vest based on both service and performance conditions, the Company recognizes expense using a graded method for such awards only to the extent it believes achievement of the performance conditions are probable. The Company recognizes forfeitures as they occur and reverses any previously recognized compensation cost associated with forfeited awards. The Company accounts for the compensation associated with equity awards by offsetting expense with additional paid-in capital. The Company’s less than wholly owned subsidiary, AST LLC, issues stock-based compensation awards to its employees, non-employees, and non-employee directors. The exercise of these awards would decrease the Company’s ownership interest in AST LLC. The Company accounts for the compensation associated with these awards similarly to the awards described above; however, the offset to the expense is recorded to noncontrolling interest rather than additional paid-in capital. Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740 - Income Taxes (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. In assessing the realizability of deferred tax assets, management considered whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. ASC 740 prescribes a recognition threshold and a measurement attribute for the recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not (i.e., a likelihood of more than 50%) to be sustained upon examination by taxing authorities. A recognized tax position is then measured at the largest amount of benefit with greater than 50% likelihood of being realized upon ultimate settlement. The Company recognizes accrued interest and penalties related to uncertain tax positions as income tax expense. There were no uncertain tax positions and no amounts accrued for interest and penalties as of December 31, 2021 and 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. Tax Receivable Agreement In conjunction with the Business Combination, the Company entered into a Tax Receivable Agreement (the “TRA”) with AST LLC. Pursuant to the TRA, the Company is required to pay the Existing Equityholders 85% of the amount of savings, if any, in U.S. federal, state, local and foreign income tax that the Company actually realizes as a result of (A) existing tax basis of certain assets of AST LLC and its subsidiaries attributable to AST LLC Common Units acquired by the Company, (B) tax basis adjustments resulting from taxable exchanges of AST LLC Common Units acquired by the Company, (C) tax deductions in respect of portions of certain payments made under the TRA, and (D) certain tax attributes that are acquired directly or indirectly by the Company pursuant to a reorganization transaction. All such payments to the Existing Equityholders of AST LLC are the obligations of the Company, and not that of AST LLC. As of December 31, 2021 , there have been no exchanges of AST LLC units for Class A Common Stock of the Company and, accordingly, no TRA liabilities have been recognized. Noncontrolling Interests The noncontrolling interests primarily represent the equity interest in AST LLC held by holders other than the Company. In addition, AST owns 51% of and controls both NanoAvionika UAB, a private limited liability company organized and existing under the law of the Republic of Lithuania (“Nano Lithuania”), and NanoAvionics US LLC, a Delaware limited liability company (“Nano US”). The noncontrolling interests include the equity interests in Nano Lithuania and Nano US held by holders other than the Company. Income or loss is attributed to the noncontrolling interests based on their contractual distribution rights, and the relative percentages of equity held by the Company and the other equity holders during the period. Net Loss per Share The Company reports both basic and diluted earnings per share. Basic earnings per share is calculated based on the weighted average number of shares of common stock outstanding and excludes the dilutive effect of warrants, stock options, and other types of convertible securities. Diluted earnings per share is calculated based on the weighted average number of shares of common stock outstanding and the dilutive effect of stock options, warrants and other types of convertible securities are included in the calculation. Dilutive securities are excluded from the diluted earnings per share calculation if their effect is anti-dilutive, such as in periods where the Company reports a net loss. Recently Adopted Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity , to reduce complexity in applying U.S. GAAP to certain financial instruments with characteristics of liabilities and equity. The guidance in ASU 2020-06 simplifies the accounting for convertible debt and convertible preferred stock by removing the requirements to separately present certain conversion features in equity. The amendments in ASU 2020-06 are effective for public entities that meet the definition of an SEC filer, excluding smaller reporting companies as defined by the SEC, for fiscal years beginning after December 15, 2021. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. Entities should adopt the guidance as of the beginning of the fiscal year of adoption and cannot adopt the guidance in an interim reporting period. The Company adopted the new standard on January 1, 2021. The new standard did not have a material effect on the consolidated financial statements as of December 31, 2021. In December 2019, the FASB issued ASU 2019-12, Income Taxes (ASU 2019-12), which amended the accounting for income taxes. ASU 2019-12 eliminates certain exceptions to the guidance for income taxes related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences as well as simplifying aspects of the accounting for franchise taxes and enacted changes in tax laws or rates and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill. The Company adopted ASU 2019-12 on January 1, 2021 and it did not have a material impact on its consolidated financial statements. Accounting Standards Recently Issued but Not Yet Adopted In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt-Modifications and Extinguishments (Su |
Business Combination
Business Combination | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Combination | 3. Business Combination On April 6, 2021, the Company completed the Business Combination with AST LLC pursuant to the Equity Purchase Agreement. Pursuant to ASC 805 – Business Combinations (“ASC 805”), for financial accounting and reporting purposes, AST LLC was deemed the accounting acquirer and the Company was treated as the accounting acquiree, and the Business Combination was accounted for as a reverse recapitalization. Accordingly, the Business Combination was treated as the equivalent of AST LLC issuing stock (“AST LLC Common Units”) for the net assets of NPA, accompanied by a recapitalization. Under this method of accounting, the pre-Business Combination consolidated financial statements of the Company are the historical financial statements of AST LLC. The net assets of NPA were stated at fair value, with no goodwill or other intangible assets recorded in accordance with U.S. GAAP and are consolidated with AST LLC’s financial statements on the Closing date. As a result of the Business Combination with the Company, the AST LLC Series A and Series B convertible preferred stock were converted to AST LLC Common Units. The shares and net income (loss) available to holders of the Company’s common stock, prior to the Business Combination, have been retroactively restated as shares reflecting the exchange ratio established in the Equity Purchase Agreement. In connection with the Business Combination, the Company entered into subscription agreements with certain investors (the Private Investment in Public Entity Investors, or "PIPE Investors”), whereby it issued 23,000,000 Class A shares of common stock at $ 10.00 per share (the “Private Placement Shares”) for an aggregate purchase price of $ 230.0 million (the “Private Placement”), which closed simultaneously with the consummation of the Business Combination. On the Closing Date of the Business Combination, the Company completed the acquisition of AST LLC and in return AST LLC and the Existing Equityholders received (i) $ 416.9 million in cash, net of transaction expenses, (ii) 51.6 million shares of Class B Common Stock, and (iii) 78.2 million shares of Class C Common Stock. In connection with the Business Combination, the Company incurred direct and incremental costs of approximately $ 45.7 million related to the equity issuance, consisting primarily of investment banking, legal, accounting and other professional fees, which were recorded as a reduction of additional paid-in capital in the accompanying Consolidated Balance Sheets. The shares of non-economic Class B and Class C Common Stock of the Company entitle each share to one vote and ten votes per share, respectively. The non-economic Class B and Class C shares were issued to the Existing Equityholders to maintain the established voting percentage of the Company, as determined in the Equity Purchase Agreement. As a result of the Business Combination, the Company, organized as a C corporation, owns an equity interest in AST LLC in what is commonly referred to as an “Up-C” structure. AST LLC is treated as a partnership for U.S. federal and state income tax purposes. Also, the Company has a controlling ownership interest in a Lithuanian subsidiary that is subject to foreign income taxes and is also treated as a partnership for U.S. federal and state and local taxes. Accordingly, for U.S. federal and state income tax purposes, all income, losses, and other tax attributes pass through to the members’ income tax returns, and no U.S. federal and state and local provision for income taxes has been recorded for these entities in the consolidated financial statements. Certain foreign wholly-owned entities are taxed as corporations in the jurisdictions in which they operate, and accruals for such taxes are included in the consolidated financial statements. As a result of the Up-C structure, the noncontrolling interest is held by the Existing Equityholders who retained 71.5% of the economic ownership percentage of AST LLC. The noncontrolling interest is classified as permanent equity within the Consolidated Balance Sheets as the Company, acting through the redemption election committee of the Company's Board of Directors (the "Redemption Election Committee”), may only elect to settle a redemption request in cash if the cash delivered in the exchange is limited to the cash proceeds to be received from a new permanent equity offering through issuance of Class A Common Stock. In conjunction with the Business Combination, the Company also entered into the TRA with AST LLC. Pursuant to the TRA, the Company is required to pay the Existing Equityholders 85% of the amount of savings, if any, in U.S. federal, state, local and foreign income tax that the Company actually realizes as a result of (A) existing tax basis of certain assets of AST LLC and its subsidiaries attributable to the AST LLC Common Units, (B) tax basis adjustments resulting from taxable exchanges of AST LLC Common Units acquired by the Company, (C) tax deductions in respect of portions of certain payments made under the TRA, and (D) certain tax attributes that are acquired directly or indirectly by the Company pursuant to a reorganization transaction. All such payments to the Existing Equityholders of AST LLC are the obligations of the Company, and not that of AST LLC. As of December 31, 2021, there have been no exchanges of AST LLC units for Class A Common Stock of the Company and, accordingly, no TRA liabilities have been recognized. The Company recorded a net deferred tax asset for the difference between the book value and tax basis of the Company’s investment in AST LLC at the time of the Business Combination. The Company has assessed the realizability of their deferred tax assets and in that analysis has considered the relevant positive and negative evidence available to determine whether it is more likely than not that some portion or all of the deferred tax assets will be realized. As a result, the Company has recorded a full valuation allowance against its deferred tax asset resulting from the Business Combination. |
Fair Value Measurement
Fair Value Measurement | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | 4. Fair Value Measurement The Company follows the guidance in ASC 820 - Fair Value Measurement (“ASC 820”), for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: • Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. • Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. • Level 3: Unobservable inputs based on the Company's assessment of the assumptions that market participants would use in pricing the asset or liability. The Company’s financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2021 were as follows (in thousands): December 31, 2021 Level 1 Level 2 Level 3 Assets: Cash equivalents $ 314,747 $ - $ - Total assets measured at fair value $ 314,747 $ - $ - Liabilities: Public warrant liability $ 34,151 $ - $ - Private placement warrant liability - 23,911 - Total liabilities measured at fair value $ 34,151 $ 23,911 $ - There were no financial assets or liabilities measured at fair value on a recurring basis as of December 31, 2020 . As of December 31, 2021, the Company had $ 321.8 million of cash and cash equivalents, of whi ch $ 314.7 million is classified as cash equivalents, which consists principally of short-term money market funds with original maturities of 90 days or less. Warrant liabilities are comprised of both publicly issued warrants (“Public Warrants”) and private placement warrants (“Private Placement Warrants”), exercisable for shares of Class A Common Stock of the Company. Warrant liabilities are documented in greater detail at Note 10. As of December 31, 2021, the Public Warrants are classified as Level 1 due to the use of an observable market quote in an active market under the ticker "ASTSW". The Private Warrants are valued using a Black-Scholes-Merton Model. As of December 31, 2021, the Private Warrants are classified as Level 2 as the transfer of Private Warrants to anyone outside of a small group of individuals who are permitted transferees would result in the Private Placement Warrants having substantially the same terms as the Public Warrants. For this reason, the Company determined that the volatility of each Private Warrant is equivalent to that of each Public Warrant. The Company’s Black-Scholes-Merton model to value Private Warrants required the use of the following subjective assumption inputs: • The risk-free interest rate assumption was based on a weighted average of the three- and five-year U.S. Treasury rate, which was commensurate with the contractual term of the Warrants, which expire on the earlier of (i) five years after the completion of the initial business combination and (ii) upon redemption or liquidation. An increase in the risk-free interest rate, in isolation, would result in an increase in the fair value measurement of the warrant liabilities and vice versa. • The expected volatility assumption was based on the implied volatility of the Company’s publicly-traded warrants, which as of December 31, 2021 was 75.6 % . |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Leases | 6. Leases On November 13, 2018, AST LLC entered into both an Economic Development Agreement (the “EDA”) and a sublease agreement with Midland Development Corporation. The premise of the EDA was to create jobs in the Midland, Texas area, as well as to have AST LLC improve the land, office and hangar spaces at the leased facility located at the Midland International Air & Space Port in Midland, Texas. The leased facility included office space (44,988 square feet), hangar A (28,480 square feet), hangar B (11,900 square feet), and land (approximately 238,000 square feet). The term of the lease commenced on November 21, 2018 and extends through November 20, 2033. Pursuant to the agreement, the base rental payments for the first five years will be abated, provided that the Company prepays the rent in each period and achieves an increasing level of financial commitments, measured annually on March 31st of each of the first five years of the lease. The Company can qualify for an additional five years (years six through ten of the term) of abatements which are contingent upon the Company achieving its commitments through the first five years of the lease and maintaining or exceeding those year five commitment levels in years six through year ten of the term. These commitments include 1) the total number of full-time jobs and the related annual payroll costs and 2) cumulative capital investments in personal property and improvements to the existing land/structures. The Company recognizes the lease reimbursements as an offset to rent expense for the related reimbursable month when the contingency is probable of being resolved. The Company’s other operating leasehold obligations include additional office space in Maryland, Spain, Israel, United Kingdom and Lithuania. The Company’s leases have established fixed payment terms which are subject to annual rent increases throughout the term of each lease agreement. The Company’s lease agreements have varying non-cancellable rental periods which include options for the Company to extend portions of its lease terms. Upon adopting ASC 842, management considered that it was not reasonably certain to exercise any extension options present in its lease arrangements that are outstanding as of the adoption date, with the exception of the Texas sublease. In addition, the Company’s leases have similar terms in which they may terminate the lease prior to the end date but must provide advanced notice. The Company is not reasonably certain to exercise the right to terminate their agreements. Incremental Borrowing Rate The Company derives its incremental borrowing rate from information available at the lease commencement date in determining the present value of lease payments. The incremental borrowing rate represents a collateralized rate of interest the Company would have to pay to borrow over a similar term an amount equal to the lease payments in a similar economic environment. The Company’s lease agreements do not provide implicit rates. As the Company did not have any external borrowings at the adoption date with comparable terms to its lease agreements, the Company estimated its incremental borrowing rate based on the lowest grade of debt available in the marketplace for the same term as the associated lease(s). The Company elected to use a 11.9 % discount rate for its main, shorter-term operating leases (generally two ( 2 ) to five ( 5 ) year leases), with the exception of a shorter-term lease in which the Company elected to use an 8.0 % discount rate. For the Texas sublease, which is greater than 10 years, the Company elected to use a 15.0 % discount rate. Operating Leases The components of lease expense were as follows (in thousands): Year ended December 31, 2021 2020 Short-term operating lease expense $ 440 $ 41 Operating lease expense 563 301 Total lease expense $ 1,003 $ 342 Supplemental cash flow information related to leases for the years ended December 31, 2021 and 2020 was as follows (in thousands): Year ended December 31, 2021 2020 Cash paid for amounts included in the measurement of operating lease liabilities $ 506 $ 349 Supplemental balance sheet information related to leases was as follows: Year ended December 31, 2021 2020 Weighted-average remaining lease term - operating leases (years) 9.7 11.3 Weighted-average discount rate - operating leases 13.4 % 14.0 % As of December 31, 2021, the maturities of the Company’s operating lease liabilities were as follows (in thousands): 2022 $ 1,632 2023 1,714 2024 1,600 2025 1,510 2026 1,343 Thereafter 6,993 Total lease payments 14,792 Less effects of discounting ( 6,633 ) Present value of lease liabilities $ 8,159 The above operating lease payments exclude $ 1.6 million of required minimum lease payments for lease agreements executed but not commenced, as the Company has not received control of the leased property as of December 31, 2021. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | 5. Property and Equipment Property and equipment, net consisted of the following at December 31, 2021 and 2020 (in thousands): As of December 31, 2021 2020 Land $ 1,350 $ - Computers, software, and equipment 2,810 1,707 Leasehold improvements 6,416 3,536 Satellite antenna 2,996 1,338 Test and lab equipment 7,765 2,666 Phased array test facility 2,536 704 Assembly and integration equipment 704 616 Furniture and fixtures 574 338 Vehicles 67 67 Property and equipment $ 25,218 $ 10,972 Accumulated depreciation ( 3,592 ) ( 915 ) Other construction in progress 6,701 - Property and equipment, net $ 28,327 $ 10,057 BlueWalker 3 satellite - construction in progress $ 67,615 $ 27,013 Total property and equipment, net $ 95,942 $ 37,070 Depreciation expense for the years ended December 31, 2021 and 2020 was approximatel y $ 2.7 million and $ 0.7 million , respectively. Midland Purchase On December 8, 2021, the Company's subsidiary, AST & Science Texas, LLC, executed an agreement to purchase real property, including offices, industrial warehouse buildings and equipment for a total purchase price of $ 8.0 million. The transaction was accounted for as an asset acquisition under ASC 805 and as such, the purchase price was allocated to the assets acquired based on their relative fair values based on Level 2 inputs as of the acquisition date. Accordingly, $ 1.3 million has been allocated to the land acquired and $ 6.7 million has been recorded to construction in progress until the Company places the property and equipment in service. The Company intends to utilize the acquired assets for the assembly, integration and testing of the BB satellites. In connection with the purchase, the Company issued a term promissory note (the "Term Loan") for $ 5.0 million secured by the property; refer to Note 9 for additional information. Under the terms of the Term Loan, the Company deposited $ 2.8 million to use exclusively for the funding of the capital improvements at the property. The deposit of $ 2.8 million is presented as Restricted Cash in the Consolidated Balance Sheets. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 7. Goodwill and Intangible Assets Goodwill The change in the carrying amount of goodwill for the years ended December 31, 2021 and 2020 is summarized as follows (in thousands): December 31, 2021 December 31, 2020 Balance at beginning of the period $ 3,912 $ 3,593 Translation adjustments ( 271 ) 319 Balance at end of the period $ 3,641 $ 3,912 Intangible Assets Intangible assets are comprised of the following as of December 31, 2021 and 2020 (in thousands): December 31, 2021 Weighted Average Remaining Useful Life (Years) Gross Carrying Value Accumulated Amortization Net Carrying Value Developed technology 1.2 $ 1,081 $ ( 862 ) $ 219 Trademarks and domain name 13.2 23 - 23 Total 2.3 $ 1,104 $ ( 862 ) $ 242 December 31, 2020 Weighted Average Remaining Useful Life (Years) Gross Carrying Value Accumulated Amortization Net Carrying Value Developed technology 2.1 $ 1,161 $ ( 658 ) $ 503 Trademarks and domain name 14.2 23 - 23 Total 2.7 $ 1,184 $ ( 658 ) $ 526 The aggregate amortization expense for the years ended December 31, 2021 and 2020 was approximately $ 0.2 million and $ 0.2 million , respectively. Based on the carrying value of identified intangible assets recorded at December 31, 2021, and assuming no subsequent impairment of the underlying assets, the amortization expense is expected to be as follows (in thousands): Fiscal Year Amortization Expense 2022 $ 189 2023 33 2024 2 2025 2 2026 2 Thereafter 14 Total $ 242 |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | 8. Accrued Expenses Accrued expenses and other current liabilities consisted of the following at December 31, 2021 and 2020 (in thousands): As of December 31, 2021 2020 Accrued payroll liabilities $ 2,983 $ 1,198 Accrued research and development 1,496 300 Accrued construction in progress (BlueWalker 3 satellite) 1,260 1,604 Accrued professional services 606 320 Accrued taxes payable 180 34 Accrued leasehold improvements - 247 Other 944 519 Total accrued expenses and other current liabilities $ 7,469 $ 4,222 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Debt | 9. Debt Midland Financing Agreement On December 8, 2021, in connection with the Midland Purchase (refer to Note 5), the Company's subsidiary, AST & Science Texas, LLC entered into an agreement with Lone Star State Bank of West Texas (the "Credit Agreement") to issue a Term Loan for $ 5.0 million with a maturity date of December 8, 2028 that is secured by the property. AST & Science Texas, LLC granted to the lenders a security interest in the assets acquired under the Midland Purchase described in Note 5. Borrowings under the Term Loan bear interest at a fixed rate equal to 4.20 % per annum until December 7, 2026, and from December 8, 2026 until December 8, 2028 at a fixed rate per annum equal to 4.20 % subject to adjustment if the index rate as defined in the Credit Agreement is greater than 4.20 %. Interest is payable monthly in arrears commencing on January 8, 2022. Thereafter, outstanding principal and accrued interest will be due and payable in monthly installments of $ 40,000 , commencing on January 8, 2023 and continuing until November 8, 2028, with the final remaining balance of unpaid principal and interest due and payable on December 8, 2028. Annual future principal payments due on the Term Loan as of December 31, 2021 are as follows (in thousands): Fiscal Years Ending Amount 2022 $ - 2023 242 2024 252 2025 263 2026 274 Thereafter 3,969 Total principal $ 5,000 Nano Business Credit Agreement On December 8, 2021, the Company's subsidiary, Nano, entered into an agreement with AB SEB Bank (the "Lender") pursuant to which the Lender agreed to provide up to $ 0.4 million (the "Business Credit") to fund certain capital expenditures. Nano may use this facility to fund up to 70 % of certain capital expenditures on an as-invoiced basis through March 2022, at which time outstanding principal and interest will be due and payable in monthly installments commencing on March 31, 2022 and continuing until December 6, 2025 . Borrowings under the agreement bear interest at a rate per annum equal to the EURIBOR plus 3.00 %. As of December 31, 2021 , the outstanding balance was approximately $ 49,000 , which is classified within Accrued expenses and other current liabilities on the Consolidated Balance Sheets. |
Warrant Liabilities
Warrant Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Warrant Liabilities | |
Warrant Liabilities | 10. Warrant Liabilities Warrant liabilities are comprised of both Public Warrants and Private Placement Warrants. Each whole Public Warrant entitles the registered holder to purchase one whole share of Class A Common Stock at a price of $ 11.50 per share. Pursuant to the warrant agreement, a holder of Public Warrants may exercise its warrants only for a whole number of shares of Class A Common Stock. This means that only a whole warrant may be exercised at any given time by a warrant holder. The Public Warrants expire on April 6, 2026 , five years after the Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. The Company may redeem the Public Warrants under the following conditions: • In whole and not in part; • At a price of $ 0.01 per warrant; • Upon not less than 30 days’ prior written notice of redemption (the “30-day redemption period”) to each warrant holder; and • If, and only if, the reported last sale price of the Class A Common Stock equals or exceeds $ 18.00 per share for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders. The redemption criteria discussed above prevent a redemption call unless there is at the time of the call a significant premium to the warrant exercise price. If the foregoing conditions are satisfied and the Company issues a notice of redemption of the warrants, each warrant holder will be entitled to exercise its warrant prior to the scheduled redemption date. However, the price of the Class A Common Stock may fall below the $ 18.00 redemption trigger price (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) as well as the $ 11.50 warrant exercise price after the redemption notice is issued. The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants are exercisable on a cashless basis and are non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. During the year ended December 31, 2021, 1,200 Public Warrants were exercised at a price of $ 11.50 per share, resulting in cash proceeds of approximately $ 13,800 and the issuance of 1,200 shares of Class A Common Stock. At December 31, 2021, there were 11,498,800 Public Warrants and 6,100,000 Private Placement Warrants outstanding. As of December 31, 2021, the Company recorded warrant liabilities of $ 58.1 million in the Consolidated Balance Sheets. For the year ended December 31, 2021, the Company recognized a gain of $ 15.8 million on the change in the fair value of the warrant liabilities in the Consolidated Statements of Operations. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 11. Commitments and Contingencies Purchase Commitments As of December 31, 2021, the Comp any had purchase commitments of approximately $ 27.0 million, primarily related to R&D programs, capital improvements and procurement of BB satellite components of which the Company expects to pay $ 12.9 million during 2022 and $ 14.1 million during 2023. Legal Proceedings The Company is not a party to any material litigation and does not have contingency reserves established for any litigation liabilities as of December 31, 2021 and 2020 . |
Stockholders_ Equity
Stockholders’ Equity | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Stockholders’ Equity | 12. Stockholders’ Equity The Consolidated Statements of Stockholders' Equity reflect the Business Combination as described in Note 3 . Prior to the Business Combination, NPA was a Special Purpose Acquisition Company or a “blank check company”, defined as a development stage company formed for the sole purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. Class A Common Stock At December 31, 2021, there were 51,730,904 million shares of Class A Common Stock issued and outstanding. Holders of Class A Common Stock are entitled to one vote for each share. The Company is authorized to issue 800,000,000 shares of Class A Common Stock with a par value of $ 0.0001 per share. Class B Common Stock At December 31, 2021, there were 51,636,922 shares of Class B Common Stock issued and outstanding. Shares of Class B Common Stock were issued to the Existing Equityholders of AST LLC (other than Mr. Abel Avellan) in connection with the Business Combination and are non-economic, but entitle the holder to one vote per share. The Company is authorized to issue 200,000,000 shares of Class B Common Stock with a par value of $ 0.0001 per share. The Existing Equityholders (other than Mr. Abel Avellan) own economic interests in AST LLC which are redeemable into either shares of Class A Common Stock on a one-for-one basis or cash at the option of the Redemption Election Committee. Upon redemption of the AST LLC Common Units by the Existing Equityholders (other than Mr. Abel Avellan), a corresponding number of shares of Class B Common Stock held by such Existing Equityholders will be cancelled. The Class B Common Stock is subject to a lock-up, during which the shares cannot be transferred until April 6, 2022, the first anniversary of the closing of the Business Combination. Class C Common Stock At December 31, 2021, there were 78,163,078 million shares of Class C Common Stock issued and outstanding. Shares of Class C Common Stock were issued to Mr. Abel Avellan in connection with the Business Combination and are non-economic, but entitle the holder to ten votes per share (the “Super-Voting Rights”). The Company is authorized to issue 125,000,000 shares of Class C Common Stock with a par value of $ 0.0001 per share. Mr. Abel Avellan owns economic interests in AST LLC which are redeemable into either shares of Class A Common Stock on a one-for-one basis or cash at the option of the Redemption Election Committee. Upon redemption of the AST LLC Common Units by Mr. Avel Avellan, a corresponding number of shares of Class C Common Stock held by Mr. Abel Avellan will be cancelled. Correspondingly, the Super-Voting Rights associated with the Class C Common Stock will be terminated. The Class C Common Stock is subject to a one-year lock-up, during which the shares cannot be transferred until April 6, 2022, the first anniversary of the closing of the Business Combination. Preferred Stock At December 31, 2021 , there were no shares of preferred stock issued or outstanding. The Company is authorized to issue 100,000,000 shares of preferred stock with a par value of $ 0.0001 per share with such designation, rights and preferences as may be determined from time to time by the Company’s Board of Directors. Noncontrolling Interest Nano Lithuania and Nano US AST LLC owns 51 % of and controls Nano Lithuania and Nano US. As a result, the Company consolidates the financial results of Nano Lithuania and Nano US and reports noncontrolling interests representing the equity interests held by equity-holders other than the Company in the Consolidated Balance Sheets. As of December 31, 2021 , the noncontrolling interest percentage in Nano Lithuania and Nano US was approximately 49 %. T here were no changes to the noncontrolling interest percentage in Nano Lithuania or Nano US during the years ended December 31, 2021 or December 31, 2020. AST LLC On April 6, 2021, upon the close of the Business Combination, the Company held a 28.5 % ownership interest in AST LLC and became the sole managing member of AST LLC, allowing it to control the operating decisions of AST LLC. As a result of this control, the Company has consolidated the financial position and results of operations of AST LLC. The Company reports noncontrolling interests representing the equity interest in AST LLC held by members other than the Company in the accompanying Consolidated Balance Sheets. On the date of the Business Combination, the noncontrolling interest percentage in AST LLC was approximately 71.5 %. During the year ended December 31, 2021 there was an immaterial change in the noncontrolling interest percentage as a result of the exercise of warrants and the issuance of incentive units at AST LLC. As of December 31, 2021, the noncontrolling interest percentage in AST LLC was approximately 71.5 % . Changes in the Company’s ownership interest in AST LLC while retaining control of AST LLC will be accounted for as equity transactions. Each issuance of the Company's Class A Common Stock will be accompanied by a corresponding issuance of AST LLC Common Units to the Company, which will result in a change in ownership and reduce the amount recorded as noncontrolling interest and increase additional paid-in capital. At December 31, 2021, there were 11,498,800 Public Warrants and 6,100,000 Private Placement Warrants outstanding (see Note 10 for further details), each of which entitles the holder to purchase one whole share of Class A Common Stock at a price of $ 11.50 per share. Each warrant exercise is accompanied by a corresponding issuance of AST LLC Common Units to the Company, which will result in a change in ownership and reduce the amount recorded as noncontrolling interest and increase additional paid-in capital. In addition, the AST LLC Agreement permits the noncontrolling interest holders of AST LLC Common Units to exchange AST LLC Common Units, together with related shares of the Company's Class B or Class C Common Stock, for shares of the Company's Class A Common Stock on a one-for-one basis or, at the election of the Company, for cash (a "Cash Exchange.") A Cash Exchange is limited to the amount of net proceeds from the issuance of Class A Common Stock. Future redemptions or direct exchanges of AST LLC Common Units by the noncontrolling interest holders will result in a change in ownership and reduce the amount recorded as noncontrolling interest and increase additional paid-in capital. Certain members of AST LLC also hold incentive stock options that are subject to service or performance conditions (see Note 14 for further details), that are exercisable for AS T LLC Common Units. The exercise of the options will result in a change in ownership and increase the amount recorded as noncontrolling interest and decrease additional paid-in capital. |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | 13. Revenue Disaggregation of Revenue The Company’s subsidiary, Nano, recognizes revenue related to sales of manufactured small satellites and their components, as well as launch related services. Currently, this is the Company’s only source of revenue. Revenue recognized over time versus revenue recognized upon transfer during the years ended December 31, 2021 and 2020 was as follows (in thousands): Year ended December 31, 2021 2020 Revenue from performance obligations recognized over time $ 8,400 $ 5,037 Revenue from performance obligations recognized at point-in-time transfer 4,005 930 Total $ 12,405 $ 5,967 Contract Balances Contract assets relate to the Company's conditional right to consideration for its completed performance under the contract. As of December 31, 2021 and 2020, the Company had no material contract assets. C ontract liabilities relate to payments received in advance of performance under the contract. Contract lia bilities (i.e., deferred revenue) are recognized as revenue as (or when) the Company performs under the contract. The following table reflects the change in contract liabilities for the periods indicated (in thousands): Year ended December 31, 2021 Beginning Balance $ 3,401 Revenue recognized that was included in the contract liability at the beginning of the year ( 2,498 ) Increase, excluding amounts recognized as revenue during the period 5,733 Ending Balance $ 6,636 As of December 31, 2021, the Company had deferred revenue of $ 6.6 m illion classified in current liabilities related to performance obligations that have not yet been satisfied. The Company expects to recognize the revenue associated with satisfying these performance obligations within the next 12 months. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | 14. Stock-Based Compensation Stock-Based Compensation Expense Stock-based compensation, measured at the grant date based on the fair value of the award, is typically recognized ratably over the requisite services period, using the straight-line method of expense attribution. The Company recorded stock-based compensation expense in the following categories of its Consolidated Statements of Operations and Balance Sheets (in thousands): Year ended December 31, 2021 2020 Engineering services $ 2,036 $ 211 General and administrative costs 1,700 72 BlueWalker 3 satellite - construction in progress 38 7 Total $ 3,774 $ 290 The Company estimates the fair value of the stock option awards to employees, non-employees and non-employee members of the Board of Directors using the Black-Scholes option pricing model, which requires the input of subjective assumptions, including (i) the expected volatility of the Company's stock, (ii) the expected term of the award, (iii) the risk-free interest rate, and (iv) any expected dividends. Due to the lack of company-specific historical and implied volatility data, the Company based the estimate of expected volatility on the estimated and expected volatilities of a representative group of publicly traded companies. For these analyses, the Company selects companies with comparable characteristics including enterprise value, risk profiles, position within the industry, and with historical share price information sufficient to meet the expected life of the stock-based awards. The Company computes the historical volatility data using the daily closing prices for the selected companies’ shares during the equivalent period of the calculated expected term of the stock-based awards. The Company will continue to apply this process until a sufficient amount of historical information regarding the volatility of the Company’s stock price becomes available. For awards that qualify as “plain-vanilla” options, the Company estimates the expected life of the employee stock options using the “simplified” method, whereby, the expected life equals the average of the vesting term and the original contractual term of the option. The expected term of stock options granted to non-employees is equal to the contractual term of the option award. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. Expected dividend yield is based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future. The Company elects to account for forfeitures as they occur rather than apply an estimated forfeiture rate to stock-based compensation expense. The fair value of restricted stock units granted to employees, non-employees, and non-employee members of the Board of Directors is based on the fair value of the Company’s stock on the grant date. The Company elects to account for forfeitures as they occur rather than apply an estimated forfeiture rate to stock-based compensation expense. AST LLC 2019 Equity Incentive Plan Prior to the Business Combination, under the 2019 Equity Incentive Plan (“AST LLC Incentive Plan”), AST LLC was authorized to issue ordinary shares, as well as options exercisable for ordinary shares, as incentives to its employees, non-employees, and non-employee members of its Board of Directors. The issuance of share options and ordinary shares is administered by the Board of Directors using standardized share option and share subscription agreements. Following the Business Combination, no further grants will be made under the AST LLC Incentive Plan. However, the AST LLC Incentive Plan will continue to govern the terms and conditions of the outstanding awards granted under it. There were two types of options granted under the AST LLC Incentive Plan: (1) service-based options and (2) performance-based options. Service-based options typically vest over a five year service period with 20 % of the award vesting on the first anniversary of the employee’s commencement date, and the balance thereafter in 48 equal monthly installments. Certain service-based options also provide for accelerated vesting if there is a change in control or other performance condition as defined by the AST LLC Incentive Plan. Performance-based options typically vest on the earliest date that any of the following occurs: (i) AST LLC effects an initial public offering and becomes a reporting company, (ii) AST LLC experiences a change of control, or (iii) other specified performance conditions. Both service-based and performance-based options typically expire no later than 10 years from the date of grant. In connection with the Closing, AST LLC entered into the Fifth Amended and Restated Limited Liability Operating Agreement (the “A&R Operating Agreement”), which, among other things, restructured the capitalization of AST LLC to reclassify all of the existing AST LLC options into AST LLC incentive equity units (the “AST LLC Incentive Equity Units”). In connection with the reclassification of the AST LLC options into AST LLC Incentive Equity Units, the maximum number of AST LLC Incentive Equity Units which may be issued under the AST LLC Incentive Plan were proportionately adjusted to be equal to (a) the share limit under the AST LLC Incentive Plan as of the effective date of the A&R Operating Agreement, multiplied by (b) 14.50149869 (rounded down to the nearest whole number of AST LLC Incentive Equity Units). Additionally, each unexpired and unexercised outstanding AST LLC option, whether vested or unvested, was proportionately adjusted such that (a) each AST LLC option will be exercisable for that number of AST LLC Incentive Equity Units equal to the product determined by multiplying (x) the number of AST LLC options that were issuable upon exercise immediately prior to the Closing by (y) 14.50149869 (rounded down to the nearest whole number of AST LLC Incentive Equity Units) and (b) the per unit exercise price for the AST LLC Incentive Equity Units issuable upon exercise of such AST LLC option shall be equal to the quotient of (x) the exercise price per AST LLC option immediately prior to the Closing divided by (y) 14.50149869 (rounded down to the nearest millionth). Each AST LLC option continues to be subject to the terms of the AST LLC Incentive Plan and the applicable award agreement evidencing such AST LLC option, and is further subject in all regards to the terms and conditions of the A&R Operating Agreement. Additionally, pursuant to the terms of the A&R Operating Agreement, each AST LLC Incentive Equity Unit is redeemable for one share of Class A Common Stock on the later of the (i) 24-month anniversary of the consummation of the Business Combination and (ii) six-month anniversary from the vesting date. As a result of the Business Combination, there was no incremental compensation cost and the terms of the outstanding awards, including fair value, vesting conditions and classification, were unchanged. As of December 31, 2021, AST LLC was authorized to issue a total of 12,812,959 ordinary shares under a reserve set aside for equity awards. As of December 31, 2021, there were 12,359,322 options outstanding under the AST LLC Incentive Plan. Following the Business Combination on April 6, 2021, no further equity award grants were made under the AST LLC Incentive Plan. The following table summarizes the Company’s option activity for the year ended December 31, 2021: Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (years) Aggregate Intrinsic Value Outstanding at December 31, 2020 11,822,100 $ 0.20 2.04 $ 68,407,495 Granted 806,283 10.00 - Exercised ( 15,227 ) 0.06 - Cancelled or forfeited ( 253,834 ) 0.81 - Outstanding at December 31, 2021 12,359,322 $ 0.83 1.39 $ 87,882,197 Options exercisable as of December 31, 2021 7,168,669 $ 0.39 1.31 $ 54,157,031 Vested and expected to vest at December 31, 2021 12,359,322 $ 0.83 1.39 $ 87,882,197 The following table summarizes the Company’s unvested option activity for the year ended December 31, 2021: Number of Shares Weighted-Average Grant Date Fair Value Unvested at December 31, 2020 6,526,496 $ 0.16 Granted 806,283 4.15 Vested ( 1,929,351 ) 0.52 Forfeited ( 214,438 ) 0.44 Unvested at December 31, 2021 5,188,990 $ 0.64 The weighted-average grant-date fair value per share of stock options granted during the years ended December 31, 2021 and 2020 was $ 4.15 and $ 0.33 , respectively. As of December 31, 2021, total unrecognized compensation expense related to the unvested stock options was $ 2.8 million, which is expected to be recognized over a weighted average period of 1.4 yea rs. The fair value of each stock option is estimated on the date of grant using a Black-Scholes option-pricing model, with the assumptions used for the year ended December 31, 2021, presented on a weighted average basis: Year ended December 31, 2021 Exercise price $ 10.00 Fair market value $ 4.15 Expected dividend yield 0.0 % Expected term (in years) 6.3 Expected volatility 42.24 % Weighted-average risk-free rate 0.55 % SpaceMobile 2020 Incentive Award Plan In connection with the Business Combination, the Company adopted the 2020 Incentive Award Plan (the “2020 Plan”). Awards may be made under the 2020 Plan covering an aggregate number of Class A Common Stock shares equal to 10,800,000 . Any shares distributed pursuant to an award may consist, in whole or in part, of authorized and unissued common stock, treas ury common stock or common stock purchased on the open market. The 2020 Plan provides for the grant of stock options, restricted stock, dividend equivalents, restricted stock units, incentive unit awards, stock appreciation rights, and other stock or cash-based awards. Each incentive unit issued pursuant to an award, if any, shall count as one share for purposes of calculating the aggregate number of shares available for issuance under the 2020 Plan. Two types of equity awards have been granted under the 2020 Plan: (1) service-based options and (2) service-based and performance-based restricted stock units. Service-based options typically vest over a four year service period with 25 % of the award vesting on the first anniversary of the employee’s commencement date, and the balance thereafter in 36 equal monthly installments. Service-based restricted stock units typically vest over a four year service period with 25% of the award vesting on each anniversary of the employee’s vesting commencement date. Performance-based restricted stock units typically vest on the earliest date that any of the following occurs: (i) the Company attains an incremental capital investment, or (ii) other specified performance conditions. Options typically expire no later than 10 years from the date of grant. Stock Options As of December 31, 2021, there w ere 1,889,115 se rvice-based options outstanding under the 2020 Plan. The following table summarizes the Company’s option activity under the 2020 Plan for the year ended December 31, 2021: Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (years) Aggregate Intrinsic Value Outstanding at December 31, 2020 - $ - - $ - Granted 1,901,515 10.35 Exercised - - Cancelled or forfeited ( 12,400 ) 10.00 Outstanding at December 31, 2021 1,889,115 $ 10.35 3.36 $ ( 4,549,597 ) Options exercisable as of December 31, 2021 85,771 $ 10.00 2.75 $ ( 176,680 ) Vested and expected to vest at December 31, 2021 1,889,115 $ 10.35 3.36 $ ( 4,549,597 ) The following table summarizes the Company’s unvested option activity for the year ended December 31, 2021: Number of Shares Weighted-Average Grant Date Fair Value Unvested at December 31, 2020 - $ - Granted 1,901,515 4.40 Vested ( 85,771 ) 4.25 Forfeited ( 12,400 ) 4.16 Unvested at December 31, 2021 1,803,344 $ 4.41 The weighted-average grant-date fair value per share of stock options granted during the year ended December 31, 2021 was $ 4.40 . There were no stock options granted during the year ended December 31, 2020. There were no exercises during the year ended December 31, 2021. As of December 31, 2021, total unrecognized compensation expense related to the unvested stock options was $ 7.2 million, which is expected to be recognized over a weighted average period of 3.4 year s. The fair value of each stock option is estimated on the date of grant using a Black-Scholes option-pricing model, with the assumptions used for the year ended December 31, 2021, presented on a weighted average basis: Year ended December 31, 2021 Exercise price $ 10.35 Fair market value $ 4.40 Expected dividend yield 0.0 % Expected term (in years) 6.1 Expected volatility 42.38 % Weighted-average risk-free rate 1.11 % Restricted Stock Units As of December 31, 2021, there wer e 1,686,031 res tricted stock units outstanding under the 2020 Plan. The following table summarizes the Company’s unvested restricted stock unit activity for the year ended December 31, 2021: Number of Shares Weighted-Average Grant Date Fair Value Unvested at December 31, 2020 - $ - Granted 1,889,051 10.12 Forfeited ( 203,020 ) 10.00 Unvested at December 31, 2021 1,686,031 $ 10.14 As of December 31, 2021, total unrecognized compensation expense related to the unvested restricted stock units was $ 10.6 million, which is expected to be recognized over a weighted average period of 3.4 years. SpaceMobile 2020 Employee Stock Purchase Plan In connection with the Business Combination, the Company adopted the 2020 Employee Stock Purchase Plan (the “ESPP”). The aggregate number of common stock shares that may be issued pursuant to rights granted under the ESPP is 2,000,000 shares. If any right granted under the ESPP shall for any reason terminate without having been exercised, the shares not purchased under such right shall again become available for issuance under the ESPP. As of December 31, 2021, the Company ha d not issued any awards under the ESPP. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 15. Income Taxes As a result of the Business Combination, the Company, organized as a C corporation, owns an equity interest in AST LLC in what is commonly referred to as an “Up-C” structure. For U.S. federal and state income tax purposes, AST LLC has elected to be treated as a partnership and does not pay any income taxes since its income and losses are included in the returns of the members. The portion of the Company’s taxable income or loss attributable to the noncontrolling interests of AST LLC is taxed directly to such members. Consequently, no provision for income taxes has been included in the financial statements related to this portion of taxable income. Certain foreign wholly-owned entities are taxed as corporations in the jurisdictions in which they operate, and accruals for such taxes are included in the consolidated financial statements. The Company has operations in Israel, Spain, Lithuania, and the U.K. with tax filings in each foreign jurisdiction. Income Tax Expense The components of loss before income taxes were as follows: Year ended December 31, 2021 2020 United States $ ( 70,396 ) $ ( 23,077 ) Foreign ( 2,534 ) ( 1,197 ) Total $ ( 72,930 ) $ ( 24,274 ) The income tax expense (benefit) was as follows: Year ended December 31, 2021 2020 Current: Federal $ - $ - State - - Foreign 331 131 Total current 331 131 Deferred: Federal - - State - - Foreign - - Total deferred - - Total income tax provision $ 331 $ 131 The differences between the effective income tax rate and the statutory U.S. federal income tax rate are as follows: Year ended December 31, 2021 2020 Statutory U.S. federal income tax rate 21 % 21 % Income (loss) attributable to noncontrolling interest and non taxable income (loss) - 19 % - 22 % Changes in fair value of warrant liabilities 5 % - Change in valuation allowance - 99 % - Business Combination 89 % - Other 3 % - Effective income tax rate 0 % - 1 % Deferred Tax Assets and Liabilities. Deferred income taxes reflect the net tax effects of tax carryovers and temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the balances for income tax purposes. Significant components of deferred tax assets and liabilities are as follows: As of December 31, 2021 2020 Deferred tax assets: Net operating loss carryforwards $ 8,212 $ 539 Basis difference in the equity of AST LLC 62,717 - Other 1,495 - Total deferred tax assets 72,425 - Valuation allowance ( 72,425 ) ( 539 ) Net deferred tax assets $ - $ - At December 31, 2021 the Company had unused federal net operating loss carryforwards (gross) for federal income tax purposes of approximately $ 32.0 million, which can be carried forward indefinitely and may be used to offset future taxable income. In addition, the Company had unused net operating loss carryforwards (gross) for state income tax purposes of approximately $ 2.5 million, $ 0.7 million of which expire in 2041 . The remaining $ 1.8 million state net operating loss can be carried forward indefinitely. The Company also had unused net operating loss carryforwards (gross) for foreign income tax purposes of approximately $ 6.1 million, which can be carried forward indefinitely. Management assesses the need for a valuation allowance in each tax paying component or jurisdiction based upon the available positive and negative evidence to estimate whether sufficient taxable income will exist to permit realization of the deferred tax assets. On the basis of this evaluation, as of December 31, 2021 and 2020 the Company's valuation allowance was $ 72.4 million and $ 0.5 million, respectively. The change from December 31, 2020 to December 31, 2021 was primarily driven by the impacts of the Business Combination. Unrecognized Tax Benefits. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. Tax Receivable Agreement In connection with the Closing, the Company entered into the Tax Receivable Agreement. Pursuant to the Tax Receivable Agreement, the Company is generally required to pay the TRA Holders 85% of the amount of savings, if any, in U.S. federal, state, local, and foreign taxes that are based on, or measured with respect to, net income or profits, and any interest related thereto that the Company and any applicable consolidated, unitary, or combined Subsidiaries (the “Tax Group”) realize, or are deemed to realize, as a result of certain “Tax Attributes,” which include: • existing tax basis in certain assets of AST LLC and certain of its direct or indirect Subsidiaries, including assets that will eventually be subject to depreciation or amortization, once placed in service, attributable to AST LLC Common Units acquired by the Company from a TRA Holder (including AST LLC Common Units held by a Blocker Corporation acquired by us in a Reorganization Transaction (as defined in the Tax Receivable Agreement)), each as determined at the time of the relevant acquisition; • tax basis adjustments resulting from taxable exchanges of AST LLC Common Units (including any such adjustments resulting from certain payments made by us under the Tax Receivable Agreement) acquired by the Company from a TRA Holder pursuant to the terms of the A&R Operating Agreement; • tax deductions in respect of portions of certain payments made under the Tax Receivable Agreement; and • certain tax attributes of Blocker Corporations holding AST LLC Common Units that are acquired directly or indirectly by the Company pursuant to a Reorganization Transaction. Some circumstances, such as the Company’s election to terminate early the TRA or certain changes of control of the Company or AST LLC (as described in the A&R Operating Agreement), may require the Company to make lump-sum cash payments based on certain assumptions to all the TRA Holders equal to the present value of all forecasted future payments that would have otherwise been made under the Tax Receivable Agreement. Payments under the Tax Receivable Agreement will be the obligations of the Company and not obligations of AST LLC. Any payments made by the Company under the Tax Receivable Agreement will generally reduce the amount of overall cash flow that might have otherwise been available to the Company. The TRA holders did not acquire any Class A Common Stock in an Exchange or Reorganization Transaction, as defined in the Tax Receivable Agreement during the reporting period. As a result, no Tax Receivable Agreement liability has been recorded as of December 31, 2021. |
Net Income (Loss) per Share
Net Income (Loss) per Share | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Share | 16. Net Income (Loss) per Share Basic earnings per share of Class A Common Stock is computed by dividing net income attributable to common stockholders by the weighted-average number of shares of Class A Common Stock outstanding during the period. Diluted earnings per share of Class A Common Stock is computed by dividing net income attributable to common stockholders adjusted for the assumed exchange of all potentially dilutive securities, by the weighted-average number of shares of Class A Common Stock outstanding adjusted to give effect to potentially dilutive elements. Prior to the Business Combination, the membership structure of AST LLC included units which shared in the profits and losses of AST LLC. The Company analyzed the calculation of earnings per unit for periods prior to the Business Combination and determined that it resulted in values that would not be meaningful to the readers of these consolidated financial statements. Therefore, earnings per share information has not been presented for periods prior to the Business Combination on April 6, 2021. The basic and diluted earnings per share for the year ended December 31, 2021 represents only the period of April 6, 2021 to December 31, 2021. The following table sets forth reconciliations of the numerators and denominators used to compute basic and diluted earnings per share of Class A Common Stock (in thousands, except share data): Year ended December 31, 2021 Numerator Net loss before allocation to noncontrolling interest $ ( 73,261 ) Net loss attributable to AST LLC pre Business Combination ( 11,580 ) Net loss attributable to the noncontrolling interest post Business Combination ( 42,708 ) Net loss attributable to common stockholders - basic and diluted $ ( 18,973 ) Denominator Weighted-average shares of Class A Common Stock outstanding - basic and diluted 51,729,785 Earnings per share of Class A Common Stock - basic and diluted $ ( 0.37 ) Shares of the Company’s Class B and Class C Common Stock do not participate in the earnings or losses of the Company and are therefore not participating securities. As such, separate presentation of basic and diluted earnings per share of Class B and Class C Common Stock under the two-class method has not been presented. At December 31, 2021, the Company excluded from the calculation of diluted earnings per share 51,636,922 shares of Class B Common Stock, 78,163,078 shares of Class C Common Stock, 11,498,800 Public Warrants, 6,100,000 Private Warrants, and 485,000 unvested performance-based restricted stock units as their effect would have been anti-dilutive. |
Related Parties
Related Parties | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Parties | 17. Related Parties Founder Bridge Loan On July 11, 2019, the Company entered into a promissory note agreement with the founder and Chief Executive Officer of AST LLC (the “Founder Note”). Under the terms of the original and amended agreement dated September 10, 2019, the principal amount borrowed by the Company was $ 1.75 million bearing interest at 2.37 % per annum. The interest expense related to the Founder Note was less than $ 0.1 million for the year ended December 31, 2020. AST LLC repaid all amounts outstanding relating to the Founder Note on March 3, 2020. CFO Note On December 15, 2017, AST LLC issued 110,000 Existing AST LLC Common Units to its Chief Financial and Operating Officer, Thomas Severson, in exchange for a $ 100,000 promissory note in favor of AST LLC (the “CFO Note”). The CFO Note accrued interest monthly at a rate of 2.0 % and was payable on the earlier of (1) December 15, 2027 and (2) the occurrence of any of the following with respect to AST LLC: (i) a sale, (ii) merger, (iii) other transaction where AST LLC is not the majority, by voting power, of the surviving or resulting company, or (iv) the sale, lease, transfer, exclusive license or other disposition by AST LLC of all or substantially all of its assets. Mr. Severson repaid all principal and interest amounts under the CFO Note in December 2020. InMotion Holdings LLC AST owns 51 % of and controls NanoAvionika UAB, a private limited liability company organized and existing under the law of the Republic of Lithuania (“Nano Lithuania”). Pursuant to that certain Investment Agreement dated November 7, 2017 (the “Investment Agreement”) by and among Nano Lithuania, InMotion Holdings, LLC, a Delaware limited liability company wholly-owned by the Company’s Chief Executive Officer and Chairman of the Board, Mr. Abel Avellan (“InMotion”), and the other parties to the Investment Agreement, InMotion owns one share of Nano Lithuania. Pursuant to the terms of a Service Agreement between Nano Lithuania and InMotion dated March 1, 2018 (the “Services Agreement”), InMotion is to provide consulting services including but not limited to marketing, sale support and general management support to Nano Lithuania. In connection with the Service Agreement, InMotion is entitled to receive an option to acquire 2,919 newly issued shares of Nano Lithuania at EUR 305.64 per share (the “Option”) and a management fee totaling $ 15,000 per month; however, during the term of the Service Agreement, no management fees have been billed to, or collected from, Nano Lithuania, and InMotion intends to enter into an amendment to the Service Agreement to provide that its sole compensation under the Service Agreement will be the Option. In addition, AST LLC owns 51% of and controls NanoAvionics US LLC, a Delaware limited liability company (“Nano US”). Pursuant to that certain Limited Liability Company Operating Agreement dated February 21, 2020 (the “Operating Agreement”) by and among Nano US, InMotion, and the other parties to the Operating Agreement, InMotion owns one share of Nano US and an option to acquire 2,919 newly issued shares of Nano US at an equivalent price per share as the option in Nano Lithuania, representing collectively with such one share, a 13 % interest on a fully-diluted basis. Support Services Agreement and Production Services Agreement On January 20, 2020, the Company entered into the Support Services Agreement with Finser Corporation (“Finser”), which is part of the Cisneros Group of Companies, of which Ms. Adriana Cisneros, a member of the Board of Directors, is the Chief Executive Officer, whereby Finser will provide the Company consulting and administrative support services. The Company incurred less than $ 0.3 million an d $ 0.2 milli on in consulting services for the years ended December 31, 2021 and 2020, respectively, which were included within the general and administrative expenses on the Consolidated Statements of Operations. On January 28, 2021, AST LLC entered into a production services agreement (the “Production Services Agreement”) with Cisneros Media Distribution LLC (“Cisneros Media”), which is part of the Cisneros Group of Companies. Under the terms of the Production Services Agreement, Cisneros Media serves as a producer of a series of 12 videos for AST LLC. For such services, Cisernos Media is entitled to a fee of $ 180,000 , comprised of $ 36,000 , which was payable upon signing of the Production Services Agreement, and installments of $ 12,000 for each video produced by Cisneros Media and acce pted by AST LLC. Either party may terminate the Production Services Agreement. The Company incurred expenses of $ 0.1 million for both years ended December 31, 2021 and 2020, respectively, which were included within general and administrative expenses on the Consolidated Statements of Operations. Vodafone AST LLC and Vodafone have agreed to enter into one or more definitive agreements for a commercial partnership that is anticipated to use the SpaceMobile Service (the “Vodafone Commercial Agreements”). In connection with the commercial agreement, AST LLC, its subsidiaries and affiliates have agreed not to enter into any agreement, term sheet, or letter of intent that grants another party the rights related to the provision of mobile services in the Vodafone markets or Vodafone partner markets prior to the execution of the Vodafone Commercial Agreements. The Vodafone Commercial Agreements are to include mutual exclusivity, conditioned upon Vodafone making the SpaceMobile Service available to all of its customers and certain promotional efforts, within all Vodafone markets for five years commencing on the launch of a commercial service in all of the Vodafone markets; preferential commercial terms in Vodafone partner markets; 50/50 revenue share for the SpaceMobile Service in Vodafone exclusivity markets; and the procurement, building and operating of mobile network ground stations at a mutually agreed cost by Vodafone. No payments have been made to date between us and Vodafone pursuant to the anticipated Vodafone Commercial Agreements. Vodafone has the right to designate one individual to the Board of Directors. Currently, Vodafone’s designee is Luke Ibbetson, Head of Group Research & Development, Vodafone. Also, AST LLC entered into a side letter with Vodafone dated December 15, 2020, under which AST LLC has agreed (i) not to enter into any material corporate strategic relationship or material commercial agreement with a party other than Vodafone and its affiliates that would be reasonably expected to materially frustrate AST LLC's ability to satisfy obligations under the Vodafone Commercial Agreements with certain exceptions, (ii) to allocate sufficient funds in the capital budget to facilitate compliance with obligations under the Vodafone Commercial Agreements; and (iii) not to alter AST LLC's business plan in a manner that is materially detrimental to AST LLC's ability to satisfy obligations under the Vodafone Commercial Agreements. American Tower AST LLC and American Tower have entered into a side letter agreement that was subsequently amended and restated on December 15, 2020 to reflect the transactions and agreements contemplated by the Equity Purchase Agreement between us and NPA (the “Amended and Restated Letter Agreement”). The Amended and Restated Letter Agreement contemplates that AST LLC and American Tower will enter into commercial agreements to use American Tower facilities for the terrestrial gateway facilities in certain markets. The term of the operational agreement with American Tower is for an anticipated five years after the initial launch of commercial mobile services by AST LLC. The usage of any American Tower services in a Vodafone market will be memorialized in a commercial agreement among all three parties. In markets where Vodafone does not operate (“Carrier Neutral Markets”), AST LLC and American Tower may enter into an agreement for American Tower to manage the operation of AST LLC's deployed gateway facility in such market. In Carrier Neutral Markets where AST LLC requires a third party to provide a gateway facility or services, AST LLC agrees to not accept any bid that is inferior to American Tower’s best and final proposal for such gateway facility or services. AST LLC also agrees to use commercially reasonable efforts to utilize American Tower facilities in (i) Vodafone markets where Vodafone decides to not use its facilities, (ii) in Carrier Neutral Markets, and (iii) instances where AST LLC requires a third-party vendor. Additionally, AST LLC will work with American Tower to evaluate and plan gateway facility and radio access network data center deployments with preferred vendor status to offer carrier-neutral hosting facilities in certain equatorial markets. American Tower will serve as the preferred vendor for carrier neutral hosting facilities. AST LLC will pay American Tower a monthly connection fee for use of a carrier neutral hosting facility, which AST LLC expects will be charged back to each applicable MNO. If AST LLC and American Tower agree to construct a new carrier neutral hosting facility or improve an existing one and American Tower elects to fund all such capital expenditures, American Tower will provide AST LLC with a fair-market, long-term lease to such facility. No payments have been made to date between AST LLC and American Tower under the Amended and Restated Letter Agreement. American Tower has the right to designate one individual to the Board of Directors. Currently, American Tower's designee is Ed Knapp, Chief Technology Officer, American Tower. Rakuten On February 4, 2020, AST LLC entered into a commercial agreement with Rakuten, for the development of exclusive network capabilities in Japan compatible with the mobile network of Rakuten and its affiliates, which agreement was amended and restated as of December 15, 2020 (the “Rakuten Agreement”). Under the terms of the Rakuten Agreement, AST LLC agreed to make investments in building network capabilities in Japan that are compatible with the mobile network of Rakuten and its affiliates. Furthermore, AST LLC will collaborate with Rakuten to ensure network capability with Rakuten’s licensed frequencies, including full coverage in Japan with 3GPP Band 3 frequencies with MIMO capability. Upon the launch of such coverage, Rakuten will receive unlimited, exclusive rights and usage capacity in Japan in exchange for a $ 0.5 million annual maintenance fee payable to AST LLC or its successors. Furthermore, AST LLC agreed to make $ 5.0 million (or such lesser amount as mutually agreed upon the parties) in capital investments towards the design, construction, acquisition and implementation of ground communication assets. AST LLC and Rakuten will receive unlimited rights and usage of the ground assets for their respective operations, including, but not limited to, satellite and other telecommunication communications. The Rakuten Agreement includes a commercial roadmap for AST LLC's satellite launches with key performance indicators (“KPIs”) that AST LLC must meet. If the applicable KPIs are not met for the last two phases of the satellite launch program in accordance with such commercial roadmap or if AST LLC becomes subject to any bankruptcy proceeding or becomes insolvent, AST LLC shall be required to pay to Rakuten a penalty amount of $ 10.0 million. The term of the Rakuten Agreement shall remain in effect until AST LLC or its successor fulfills obligations under the Rakuten Agreement. No payments have been made to date between us and Rakuten under the Rakuten Agreement. Rakuten has the right to designate two individuals to its Board of Directors. Currently, Rakuten's designees are Mickey Mikitani, Founder, Chairman and Chief Executive Officer, Rakuten, Inc., and Tareq Amin, Chief Executive Officer, Rakuten Mobile. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Nano Financing Agreement On January 12, 2022, AST LLC entered into a financing agreement (the "Nano Financing Agreement") with Nano, pursuant to which AST LLC made available to Nano a revolving loan for up to EUR 1.5 million, whereby Nano has the ability to draw up to EUR 0.8 million at a time subject to certain conditions. The loan will bear interest at a rate of 4.00 % per annum payable annually on the last day of each calendar year, or 7 % upon an Event of Default as defined in the loan agreement. Principal payments will be due and payable upon the issuance and/or sale of equity securities of Nano, and each calendar quarter if Nano's consolidated cash exceeds EUR 4 million, with the final remaining balance of unpaid principal and interest due on December 1, 2023. As of March 31, 2022, there are no balances outstanding under the Nano Financing Agreement. The Nano Financing Agreement will be accounted for as an intercompany transaction in the Company's consolidated financial statements. SpaceX Multi-Launch Agreement On March 3, 2022, AST LLC entered into an agreement (the "Multi-Launch Agreement") with Space Exploration Technologies Corp. ("SpaceX"). The Multi-Launch Agreement provides a framework for future launches of the Company’s satellites through December 31, 2024, including the launches of the BW3 test satellite and the first BB satellite. Pursuant to the Multi-Launch Agreement, the Company and SpaceX also entered into a Launch Services Agreement (the “BB LSA”) covering the launch of the first BB satellite, and in accordance with the BB LSA, the Company will pay an initial payment for the SpaceX launch services. As part of the Multi-Launch Agreement, the Company and SpaceX agreed on a framework for additional launch service agreements relating to the launch of future BB satellites. The Company will pay an initial reservation fee to secure a SpaceX launch vehicle for a future BB satellite launch. With respect to the Company’s BW3 launch scheduled for Summer 2022, the Company and SpaceX agreed to changes to certain technical launch parameters, and the Company agreed to pay an additional fee to SpaceX to adjust these parameters. In connection with entry into the Multi-Launc h Agreement, the Company paid an aggregate amount of $ 22.8 million for the BW3 technical adjustments, first BB initial payment and launch reservation fee for a future BB launch. The exact timing of the satellite launches is contingent on a number of f actors, including satisfactory and timely completion of construction and testing. The Multi-Launch Agreement permits the Company to delay launches of its satellites upon payment of certain rebooking fees. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements and related notes have been prepared by the Company in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and the requirements of the Securities and Exchange Commission (“SEC”). The consolidated financial statements include the accounts of the Company and its subsidiaries. Intercompany transactions and balances have been eliminated upon consolidation. Certain comparative amounts have been reclassified to conform to the current period presentation. These reclassifications had no effect on the reported results of operations. The December 31, 2020 balances reported herein are derived from the audited consolidated financial statements of AST LLC. Pursuant to the Business Combination, the transaction between the Company and AST LLC was accounted for as a reverse recapitalization in accordance with U.S. GAAP. Under this method of accounting, NPA was treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of AST LLC issuing stock for the net assets of the Company, accompanied by a recapitalization. The net assets of AST LLC are stated at historical cost and net assets of NPA are stated at fair value, with no goodwill or other intangible assets recorded. The consolidated assets, liabilities and results of operations prior to the Business Combination are those of AST LLC. The shares and corresponding capital amounts prior to the Business Combination have been retroactively restated as shares reflecting the exchange ratio established in the Equity Purchase Agreement. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. The Company bases its estimates and assumptions on historical experience when available and on other market-specific or other relevant assumptions that it believes to be reasonable under the circumstances. Significant estimates and assumptions reflected in these financial statements include, but are not limited to, useful lives assigned to property and equipment, the fair values of warrant liabilities, valuation and potential impairment of goodwill and long-lived assets, and equity-based compensation expense. The Company assesses estimates on an ongoing basis; however, actual results could materially differ from those estimates due to risks and uncertainties, including the continued uncertainty surrounding rapidly changing market and economic conditions due to the COVID-19 pandemic. |
Foreign Currency Translation and Transaction Gains and Losses | Foreign Currency Translation and Transaction Gains and Losses The financial statements of the Company’s foreign subsidiaries are translated from local currency into reporting currency, which is U.S. dollars, using the current exchange rate at the balance sheet date for assets and liabilities, and the weighted average exchange rate prevailing during the period for revenues and expenses. The functional currency of the Company’s foreign subsidiaries is the local currency for each entity and, accordingly, translation adjustments for these subsidiaries are included in accumulated other comprehensive loss within stockholders’ equity. Realized and unrealized gains and losses resulting from foreign currency transactions denominated in currencies other than the functional currency are reflected as other income (expense), net in the Consolidated Statements of Operations. |
Segments | Segments Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The Company’s CODM is its Chief Executive Officer. The Company has determined that it operates in one operating segment, as the CODM reviews financial information presented on a combined basis for purposes of making operating decisions, allocating resources, and evaluating financial performance. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company’s cash consists of cash maintained within standard bank accounts at Federal Deposit Insurance Corporation (“FDIC”) insured financial institutions. The Company’s cash equivalents consist of short-term money market funds. The Company considers all highly liquid investments with a maturity date of 90 days or less at the date of purchase to be cash equivalents. |
Restricted Cash | Restricted Cash Restricted cash consists of bank deposits held for t he purposes of funding any capital improvements at the Company's new assembly, integration, and testing facility in Midland, Texas. Refer to Note 5. |
Accounts Receivable | Accounts Receivable Accounts receivable includes amounts billed and currently due from customers. Accounts receivable are recorded when the right to consideration becomes unconditional. The Company did not reserve an allowance for doubtful accounts as of December 31, 2021 or December 31, 2020 based on management’s evaluation of expected credit losses for outstanding accounts receivable at period end. |
Concentration of Credit Risk | Concentration of Credit Risk Assets that potentially subject the Company to significant concentration of credit risk consist primarily of cash and cash equivalents and trade receivables. The Company maintains its cash in accounts at financial institutions that the Company believes are of high credit quality. At times, the cash balance may exceed federally insured limits. The Company's foreign subsidiaries may deposit cash at institutions that are not insured by the FDIC. Cash and cash equivalents as of December 31, 2021 are subject to minimal credit risk. The Company’s subsidiary, Nano, which accoun ted for 100 % of the Company’s revenue for the years ended December 31, 2021 and 2020, derives its revenue from customers located in various countries. Three customers accounted for approximately 53 % of the Company’s trade receivables as of December 31, 2021, and two customers accounted for approximately 76 % of the Company’s trade receivables as of December 31, 2020. Three customers accounted for approximately 42 % of the Company’s revenue for the year ended December 31, 2021, and three customers accounted for approximately 50 % of the Company’s revenue for the year ended December 31, 2020. The Company manages credit risk and monitors its exposure to credit losses by reviewing the counterparties’ credit at least quarterly, and maintains allowances for credit losses and anticipated lo sses, if necessary. The Company’s methodology to measure the provision for credit losses considers all relevant information including information about historical collectability, current conditions and reasonable and supportable forecasts of future economic conditions. The Company did not record an allowance for credit losses for the years ended December 31, 2021 and 2020 due to the financial stability and creditworthiness of the Company's limited number of customers. |
Inventories | Inventories Inventories are stated at the lower of cost or net realizable value. Cost is determined by the first-in first-out ("FIFO") method. The cost of work-in-progress and finished goods comprises raw materials and satellite components, direct labor, and other direct engineering costs. The Company’s policy is to write-down inventory when conditions exist that suggest inventory may be in excess of anticipated demand or is obsolete based upon assumptions about future demand for the Company’s products and market conditions. The Company regularly evaluates the ability to realize the value of inventory based on a combination of factors including, but not limited to, historical usage rates, forecasted sales or usage, and estimated current or future market values. When recorded, inventory write-downs are intended to reduce the carrying value of inventory to its net realizable value. No reserve for excess and/or obsolete inventory was recognized during the years ended December 31, 2021 and 2020. As of December 31, 2021 , inventories consisted primarily of finished goods. |
BlueWalker3 Capitalization | BlueWalker3 Capitalization The Company accounts for research and development costs related to the BlueWalker3 test satellite based on guidance in ASC 730 - Research and Development (“ASC 730”). The Company determined there is an alternative future use for BW3 as defined in this guidance. As such, certain costs related to the construction of the BW3 test satellite are capitalized and reported as construction-in-progress (“CIP”) on the Consolidated Balance Sheets. The Company capitalizes only those expenditures and ancillary costs that are directly attributable to the construction phase and necessarily incurred to place BW3 into its intended location and use. To date, capitalized expenditures include the costs for satellite parts, paid launch cost, and other non-recurring costs directly associated with BW3 developments. The other non-recurring costs primarily include third-party engineers who are hired solely for the design, assembly, and testing of BW3 and are responsible for the value and progression of the project. The costs for internal, recurrent engineers and consultants are expensed as engineering services and not capitalized to the CIP account on the Consolidated Balance Sheets, as these employees are not directly associated with the development of BW3. |
Property and Equipment | Property and Equipment The Company records property and equipment at cost. Cost includes expenditures that are directly attributable to the acquisition of the asset. The cost of self-constructed assets includes the cost of materials and direct labor, and any other costs directly attributable to bringing the asset to a working condition for the intended use. During their construction, items of property, plant, and equipment are classified as construction in progress. When the asset is available for use, it is transferred from construction in progress to the appropriate category of property, plant, and equipment and depreciation on the item commences. Repairs and maintenance costs that do not extend the useful life or enhance the productive capacity of an asset are expensed as incurred and recorded as part of general and administrative operating expenses in the accompanying Consolidated Statements of Operations. Upon retirement or disposal of property and equipment, the Company derecognizes the cost and accumulated depreciation balance associated with the asset, with a resulting gain or loss from disposal included in the determination of net income or loss. Depreciation expense is computed using the straight-line method over the estimated useful lives which the Company has assigned to its underlying asset classes, which are as follows: Estimated Useful Life Computers, software, and equipment 2 to 5 years Leasehold improvements Shorter of estimated useful life or lease term Satellite antenna 5 years Test and lab equipment 5 years Phased array test facility 5 years Assembly and integration equipment 5 years Furniture and fixtures 7 years Vehicles 5 years |
Leases | Leases The Company early adopted ASC 842, Leases (“ASC 842”) effective January 1, 2020 using the modified retrospective method which did not require the Company restate prior periods and did not have an impact on retained earnings. The Company elected the “package of 3” practical expedients permitted under ASC 842 which eliminated the requirements to reassess prior conclusions about lease identification, lease classification, and initial direct costs. At the inception or modification of an arrangement, the Company determines whether the arrangement is or contains a lease based on the circumstances present. A contract is or contains a lease if the contract conveys the right to control the use of an identified asset for a period in exchange for consideration. Control over the use of the identified asset means the Company has both (a) the right to obtain substantially all of the economic benefits from the use of the asset and (b) the right to direct the use of the asset. Leases with a term greater than one year are recognized on the Consolidated Balance Sheets as right-of-use assets, lease liabilities, and, if applicable, long-term lease liabilities. Lease liabilities and the corresponding right-of-use assets are recorded based on the present values of future minimum lease payments over the expected lease terms. The Company includes options to extend or terminate the lease in the lease term where it is reasonably certain that it will exercise these options. The interest rate implicit in lease contracts is typically not readily determinable. As such, the Company utilizes the appropriate incremental borrowing rates, which are the rates that would be incurred to borrow on a collateralized basis, over similar terms, amounts equal to the lease payments in a similar economic environment. Right-of-use assets include unpaid lease payments and exclude lease incentives and initial direct costs incurred. For the Company's operating leases, the Company recognizes lease expense for minimum lease payments on a straight-line basis over the lease term. Variable payments that do not depend on a rate or index are not included in the lease liability and are recognized as incurred. The Company’s lease contracts do not include residual value guarantees nor do they include restrictions or other covenants. If significant events, changes in circumstances, or other events indicate that the lease term or other inputs have changed, the Company would reassess lease classification, remeasure the lease liability by using revised inputs as of the reassessment date, and adjust the right-of-use asset. The Company elected to apply a practical expedient which provides that leases with an initial term of 12 months or less and no purchase option that the Company is reasonably certain of exercising will not be included within the lease right-of-use assets and lease liabilities on its Consolidated Balance Sheets. The Company also elected to apply a practical expedient to combine the non-lease components (which include common area maintenance, taxes and insurance) with the related lease component. The Company applies these practical expedients to all asset classes. See Note 6 for further details. |
Long-Lived Assets | Long-Lived Assets Long-lived assets, except for goodwill, consist of property and equipment and definite lived acquired intangible assets, such as developed technology and tradenames. The Company amortizes long-lived assets using the straight-line method over their estimated useful lives. Long-lived assets, except for goodwill, are tested for recoverability whenever events or changes in business circumstances indicate that the carrying amount of the asset may not be fully recoverable. The Company continually evaluates whether events or circumstances have occurred that indicate that the estimated remaining useful life of long-lived assets may warrant revision or if events or circumstances indicate that the carrying value of these assets may be impaired. To compute whether assets have been impaired, the estimated undiscounted future cash flows for the estimated remaining useful life of the assets are compared to the carrying value. To the extent that the future cash flows are less than the carrying value, the assets are written down to the estimated fair value of the asset. There were no impairment charges for long-lived assets recognized for the years ended December 31, 2021 and 2020 . |
Goodwill | Goodwill The Company evaluates goodwill for impairment annually, or more frequently if events or changes in circumstances indicate that the goodwill may be impaired. Goodwill is tested at the reporting unit level, which is considered an operating segment or one level below an operating segment. The Company has two reporting units: AST LLC and Nano. However, given no goodwill has been allocated to the AST LLC reporting unit, the Company identifies Nano as the sole reporting unit for purposes of goodwill impairment testing. The annual goodwill impairment test is based on either a qualitative or quantitative assessment. The Company has the option to perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If management determines this is the case, the Company is required to perform a quantitative assessment. A quantitative assessment is an analysis of the fair value of the reporting unit compared to its carrying value. A goodwill impairment charge is recorded for the amount by which the carrying amount exceeds the reporting unit’s fair value. The Company perform s the annual goodwill impairment test during the fourth quarter each year. There were no impairment charges for goodwill recognized for th e years ended December 31, 2021 and 2020 |
Warrant Liabilities | Warrant Liabilities The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480 - Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815 - Derivatives and Hedging (“ASC 815”). Management’s assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, whether they meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period-end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, they are recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, they are recorded at their initial fair value on the date of issuance and subject to remeasurement each balance sheet date with changes in the estimated fair value of the warrants to be recognized as an unrealized gain or loss in the Consolidated Statements of Operations. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company measures certain assets and liabilities at fair value, either upon initial recognition or for subsequent accounting or reporting. The fair value of the financial instruments disclosed herein is not necessarily representative of the amount that could be realized or settled, nor does the fair value amount consider the tax consequences of realization or settlement. In assessing the fair value of financial instruments, the Company uses a variety of methods and assumptions, which are based on estimates of market conditions and risks existing at the time. For certain instruments, including cash, accounts receivable, accounts payable, and accrued expenses, it was estimated that the carrying amount approximated fair value because of the short maturities of these instruments. For the Company’s outstanding debt, it was estimated that the carrying amount approximates fair value as the interest rate on the long-term debt approximates a market interest rate. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue related to sales of manufactured small satellites and their components as well as launch related services. The Company recognizes revenue in accordance with ASC 606 - Revenue from Contracts with Customers ("ASC 606") and as such, revenue is recognized when a customer obtains control of promised goods or services. The Company recognizes revenue for services provided over time as the Company’s performance does not result in an asset with an alternative use and the Company is entitled to be compensated for performance completed to date. The Company recognizes revenue for services provided over time based on an output method, under which the total value of revenue is recognized based on each contract’s deliverable(s) as they are completed and when value is transferred to a customer. Certain of the Company’s performance obligations do not meet the criteria for over time recognition such as satellite hardware and subsystems. In these scenarios, the Company recognizes revenue upon transfer of control of the performance obligation to the customer. The Company defers revenue in the event all the performance obligations have not been satisfied for which compensation has been received. Revenue associated with unsatisfied performance obligations are contract liabilities, are recorded within other current liabilities in the Consolidated Balance Sheets, and are recognized once performance obligations are satisfied. C osts to obtain the Company’s contracts are capitalized and amortized in accordance with the pattern of transfer of the underlying goods or services , and typically include commissions paid to external parties or distributors. Sales commissions are considered incremental costs in obtaining a new contract and thus are appropriately capitalized. Costs to fulfill the Company’s contracts, such as the Company's overhead costs and third-party costs to manufacture, do not meet the specified capitalization criteria (i.e., do not generate or enhance resources of the Company) and as such are expensed as incurred. Costs to obtain and fulfill the Company’s contracts were immaterial as of December 31, 2021 and 2020 . |
Cost of Sales | Cost of Sales Cost of sales includes the operational costs incurred to fulfil customer orders at the Company’s subsidiary, Nano, including product costs, labor and related overhead. |
Engineering Costs | Engineering Costs Engineering costs are charged to expense as incurred. Engineering costs consist primarily of the costs of internal staff (such as engineers and consultants) associated with the Company's ongoing engineering efforts related to the integration, testing, and development of the Company's satellites, and general expenses related to engineering centers. |
Research and Development Costs | Research and Development Costs Research and development costs are charged to expense as incurred. Research and development costs consist principally of non-recurring development efforts in which the Company typically engages third-party vendors, including design and development of the electronic componentry, software, and mechanical deployment systems to be used in the BB satellites, materials and supplies, license costs, contract services, and other outside expenses. Costs for certain research and development activities are recognized in line with the completion of specific tasks using information from the Company’s vendors on their actual costs incurred. Payments for these activities are based on the terms of the individual arrangements, which may differ from the pattern of costs incurred, and reflected in the financial statements as prepaid or accrued expenses. |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for equity awards, including grants of stock options and restricted stock units, in accordance with ASC 718, Compensation – Stock Compensation (“ASC 718”). ASC 718 requires all equity-based payments to employees, which includes grants of employee equity awards, to be recognized in the Consolidated Statements of Operations based on their grant date fair values. The Company issues stock-based compensation awards to the employees, non-employees, and non-employee directors of its subsidiaries. The Company accounts for stock-based compensation for awards granted to non-employees in a similar fashion to the way it accounts for stock-based compensation awards to employees. The Company estimates the grant date fair value of stock options granted to employees, non-employees, and non-employee members of the Board of Directors using the Black-Scholes option-pricing model. Use of the Black-Scholes model requires the Company to make assumptions with respect to the expected term of stock options, the expected volatility of the common stock consistent with the expected life of the option, risk-free interest rates and expected dividend yields of the common stock. The fair value of restricted stock units granted to employees, non-employees and non-employee members of the Board of Directors is based on the fair value of the Company’s stock on the grant date. For awards that vest based solely on achievement of a service condition, the Company recognizes expense on a straight-line basis over the period during which the award holder provides such services. For awards that vest based on both service and performance conditions, the Company recognizes expense using a graded method for such awards only to the extent it believes achievement of the performance conditions are probable. The Company recognizes forfeitures as they occur and reverses any previously recognized compensation cost associated with forfeited awards. The Company accounts for the compensation associated with equity awards by offsetting expense with additional paid-in capital. The Company’s less than wholly owned subsidiary, AST LLC, issues stock-based compensation awards to its employees, non-employees, and non-employee directors. The exercise of these awards would decrease the Company’s ownership interest in AST LLC. The Company accounts for the compensation associated with these awards similarly to the awards described above; however, the offset to the expense is recorded to noncontrolling interest rather than additional paid-in capital. |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740 - Income Taxes (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. In assessing the realizability of deferred tax assets, management considered whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. ASC 740 prescribes a recognition threshold and a measurement attribute for the recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not (i.e., a likelihood of more than 50%) to be sustained upon examination by taxing authorities. A recognized tax position is then measured at the largest amount of benefit with greater than 50% likelihood of being realized upon ultimate settlement. The Company recognizes accrued interest and penalties related to uncertain tax positions as income tax expense. There were no uncertain tax positions and no amounts accrued for interest and penalties as of December 31, 2021 and 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. Tax Receivable Agreement In conjunction with the Business Combination, the Company entered into a Tax Receivable Agreement (the “TRA”) with AST LLC. Pursuant to the TRA, the Company is required to pay the Existing Equityholders 85% of the amount of savings, if any, in U.S. federal, state, local and foreign income tax that the Company actually realizes as a result of (A) existing tax basis of certain assets of AST LLC and its subsidiaries attributable to AST LLC Common Units acquired by the Company, (B) tax basis adjustments resulting from taxable exchanges of AST LLC Common Units acquired by the Company, (C) tax deductions in respect of portions of certain payments made under the TRA, and (D) certain tax attributes that are acquired directly or indirectly by the Company pursuant to a reorganization transaction. All such payments to the Existing Equityholders of AST LLC are the obligations of the Company, and not that of AST LLC. As of December 31, 2021 , there have been no exchanges of AST LLC units for Class A Common Stock of the Company and, accordingly, no TRA liabilities have been recognized. |
Noncontrolling Interests | Noncontrolling Interests The noncontrolling interests primarily represent the equity interest in AST LLC held by holders other than the Company. In addition, AST owns 51% of and controls both NanoAvionika UAB, a private limited liability company organized and existing under the law of the Republic of Lithuania (“Nano Lithuania”), and NanoAvionics US LLC, a Delaware limited liability company (“Nano US”). The noncontrolling interests include the equity interests in Nano Lithuania and Nano US held by holders other than the Company. Income or loss is attributed to the noncontrolling interests based on their contractual distribution rights, and the relative percentages of equity held by the Company and the other equity holders during the period. |
Net Loss per Share | Net Loss per Share The Company reports both basic and diluted earnings per share. Basic earnings per share is calculated based on the weighted average number of shares of common stock outstanding and excludes the dilutive effect of warrants, stock options, and other types of convertible securities. Diluted earnings per share is calculated based on the weighted average number of shares of common stock outstanding and the dilutive effect of stock options, warrants and other types of convertible securities are included in the calculation. Dilutive securities are excluded from the diluted earnings per share calculation if their effect is anti-dilutive, such as in periods where the Company reports a net loss. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity , to reduce complexity in applying U.S. GAAP to certain financial instruments with characteristics of liabilities and equity. The guidance in ASU 2020-06 simplifies the accounting for convertible debt and convertible preferred stock by removing the requirements to separately present certain conversion features in equity. The amendments in ASU 2020-06 are effective for public entities that meet the definition of an SEC filer, excluding smaller reporting companies as defined by the SEC, for fiscal years beginning after December 15, 2021. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. Entities should adopt the guidance as of the beginning of the fiscal year of adoption and cannot adopt the guidance in an interim reporting period. The Company adopted the new standard on January 1, 2021. The new standard did not have a material effect on the consolidated financial statements as of December 31, 2021. In December 2019, the FASB issued ASU 2019-12, Income Taxes (ASU 2019-12), which amended the accounting for income taxes. ASU 2019-12 eliminates certain exceptions to the guidance for income taxes related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences as well as simplifying aspects of the accounting for franchise taxes and enacted changes in tax laws or rates and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill. The Company adopted ASU 2019-12 on January 1, 2021 and it did not have a material impact on its consolidated financial statements. |
Accounting Standards Recently Issued but Not Yet Adopted | Accounting Standards Recently Issued but Not Yet Adopted In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt-Modifications and Extinguishments (Subtopic 470-50), Compensation-Stock Compensation (Topic 718), and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options (a consensus of the FASB Emerging Issues Task Force) . The guidance clarifies certain aspects of the current guidance to promote consistency among reporting of an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options (for example, warrants) that remain equity classified after modification or exchange. The amendments in this update are effective for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted for all entities, including adoption in an interim period. The Company is evaluating the potential impact of this adoption on its consolidated financial statements. In November 2021, the FASB issued ASU 2021-10, Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance, to increase the transparency of government assistance including the disclosure of the types of assistance an entity receives, an entity’s method of accounting for government assistance, and the effect of the assistance on an entity’s financial statements. The guidance in this update will be effective for all entities for annual periods beginning after December 15, 2021. Early adoption is permitted for all entities. The amendments are to be applied prospectively to all transactions within the scope of the amendments that are reflected in financial statements at the date of initial application and new transactions that are entered into after the date of initial application or, retrospectively to those transacti ons. The Company does not expect the adoption of ASU 2021-10 to have a significant impact on its disclosures. All other new accounting pronouncements issued, but not yet effective or adopted, have been deemed to be not relevant to the Company and, accordingly, are not expected to have a material impact once adopted. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Estimated Useful Lives | Estimated Useful Life Computers, software, and equipment 2 to 5 years Leasehold improvements Shorter of estimated useful life or lease term Satellite antenna 5 years Test and lab equipment 5 years Phased array test facility 5 years Assembly and integration equipment 5 years Furniture and fixtures 7 years Vehicles 5 years |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets Measured at Fair Value on a Recurring Basis | The Company’s financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2021 were as follows (in thousands): December 31, 2021 Level 1 Level 2 Level 3 Assets: Cash equivalents $ 314,747 $ - $ - Total assets measured at fair value $ 314,747 $ - $ - Liabilities: Public warrant liability $ 34,151 $ - $ - Private placement warrant liability - 23,911 - Total liabilities measured at fair value $ 34,151 $ 23,911 $ - There were no financial assets or liabilities measured at fair value on a recurring basis as of December 31, 2020 . |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Schedule of Lease Expense | The components of lease expense were as follows (in thousands): Year ended December 31, 2021 2020 Short-term operating lease expense $ 440 $ 41 Operating lease expense 563 301 Total lease expense $ 1,003 $ 342 |
Schedule of Supplemental Cash Flow Information Related to Leases | Supplemental cash flow information related to leases for the years ended December 31, 2021 and 2020 was as follows (in thousands): Year ended December 31, 2021 2020 Cash paid for amounts included in the measurement of operating lease liabilities $ 506 $ 349 |
Schedule of Supplemental Balance Sheet Information Related to Leases | Supplemental balance sheet information related to leases was as follows: Year ended December 31, 2021 2020 Weighted-average remaining lease term - operating leases (years) 9.7 11.3 Weighted-average discount rate - operating leases 13.4 % 14.0 % |
Schedule of Maturities of Operating Lease Liabilities | As of December 31, 2021, the maturities of the Company’s operating lease liabilities were as follows (in thousands): 2022 $ 1,632 2023 1,714 2024 1,600 2025 1,510 2026 1,343 Thereafter 6,993 Total lease payments 14,792 Less effects of discounting ( 6,633 ) Present value of lease liabilities $ 8,159 The above operating lease payments exclude $ 1.6 million of required minimum lease payments for lease agreements executed but not commenced, as the Company has not received control of the leased property as of December 31, 2021. |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment, net consisted of the following at December 31, 2021 and 2020 (in thousands): As of December 31, 2021 2020 Land $ 1,350 $ - Computers, software, and equipment 2,810 1,707 Leasehold improvements 6,416 3,536 Satellite antenna 2,996 1,338 Test and lab equipment 7,765 2,666 Phased array test facility 2,536 704 Assembly and integration equipment 704 616 Furniture and fixtures 574 338 Vehicles 67 67 Property and equipment $ 25,218 $ 10,972 Accumulated depreciation ( 3,592 ) ( 915 ) Other construction in progress 6,701 - Property and equipment, net $ 28,327 $ 10,057 BlueWalker 3 satellite - construction in progress $ 67,615 $ 27,013 Total property and equipment, net $ 95,942 $ 37,070 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Lease Expense | The components of lease expense were as follows (in thousands): Year ended December 31, 2021 2020 Short-term operating lease expense $ 440 $ 41 Operating lease expense 563 301 Total lease expense $ 1,003 $ 342 |
Schedule of Supplemental Cash Flow Information Related to Leases | Supplemental cash flow information related to leases for the years ended December 31, 2021 and 2020 was as follows (in thousands): Year ended December 31, 2021 2020 Cash paid for amounts included in the measurement of operating lease liabilities $ 506 $ 349 |
Schedule of Supplemental Balance Sheet Information Related to Leases | Supplemental balance sheet information related to leases was as follows: Year ended December 31, 2021 2020 Weighted-average remaining lease term - operating leases (years) 9.7 11.3 Weighted-average discount rate - operating leases 13.4 % 14.0 % |
Schedule of Maturities of Operating Lease Liabilities | As of December 31, 2021, the maturities of the Company’s operating lease liabilities were as follows (in thousands): 2022 $ 1,632 2023 1,714 2024 1,600 2025 1,510 2026 1,343 Thereafter 6,993 Total lease payments 14,792 Less effects of discounting ( 6,633 ) Present value of lease liabilities $ 8,159 The above operating lease payments exclude $ 1.6 million of required minimum lease payments for lease agreements executed but not commenced, as the Company has not received control of the leased property as of December 31, 2021. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Changes in Carrying Amount of Goodwill | The change in the carrying amount of goodwill for the years ended December 31, 2021 and 2020 is summarized as follows (in thousands): December 31, 2021 December 31, 2020 Balance at beginning of the period $ 3,912 $ 3,593 Translation adjustments ( 271 ) 319 Balance at end of the period $ 3,641 $ 3,912 |
Schedule of Intangible Assets | Intangible assets are comprised of the following as of December 31, 2021 and 2020 (in thousands): December 31, 2021 Weighted Average Remaining Useful Life (Years) Gross Carrying Value Accumulated Amortization Net Carrying Value Developed technology 1.2 $ 1,081 $ ( 862 ) $ 219 Trademarks and domain name 13.2 23 - 23 Total 2.3 $ 1,104 $ ( 862 ) $ 242 December 31, 2020 Weighted Average Remaining Useful Life (Years) Gross Carrying Value Accumulated Amortization Net Carrying Value Developed technology 2.1 $ 1,161 $ ( 658 ) $ 503 Trademarks and domain name 14.2 23 - 23 Total 2.7 $ 1,184 $ ( 658 ) $ 526 |
Schedule of Intangible Assets Future Amortization Expense | Fiscal Year Amortization Expense 2022 $ 189 2023 33 2024 2 2025 2 2026 2 Thereafter 14 Total $ 242 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following at December 31, 2021 and 2020 (in thousands): As of December 31, 2021 2020 Accrued payroll liabilities $ 2,983 $ 1,198 Accrued research and development 1,496 300 Accrued construction in progress (BlueWalker 3 satellite) 1,260 1,604 Accrued professional services 606 320 Accrued taxes payable 180 34 Accrued leasehold improvements - 247 Other 944 519 Total accrued expenses and other current liabilities $ 7,469 $ 4,222 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Annual Future Principal Payments | Annual future principal payments due on the Term Loan as of December 31, 2021 are as follows (in thousands): Fiscal Years Ending Amount 2022 $ - 2023 242 2024 252 2025 263 2026 274 Thereafter 3,969 Total principal $ 5,000 |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue | Year ended December 31, 2021 2020 Revenue from performance obligations recognized over time $ 8,400 $ 5,037 Revenue from performance obligations recognized at point-in-time transfer 4,005 930 Total $ 12,405 $ 5,967 |
Change in Contract Liabilities | The following table reflects the change in contract liabilities for the periods indicated (in thousands): Year ended December 31, 2021 Beginning Balance $ 3,401 Revenue recognized that was included in the contract liability at the beginning of the year ( 2,498 ) Increase, excluding amounts recognized as revenue during the period 5,733 Ending Balance $ 6,636 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of Share-Based Compensation Expense | Year ended December 31, 2021 2020 Engineering services $ 2,036 $ 211 General and administrative costs 1,700 72 BlueWalker 3 satellite - construction in progress 38 7 Total $ 3,774 $ 290 |
Schedule of Stock Options Activities | The following table summarizes the Company’s option activity for the year ended December 31, 2021: Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (years) Aggregate Intrinsic Value Outstanding at December 31, 2020 11,822,100 $ 0.20 2.04 $ 68,407,495 Granted 806,283 10.00 - Exercised ( 15,227 ) 0.06 - Cancelled or forfeited ( 253,834 ) 0.81 - Outstanding at December 31, 2021 12,359,322 $ 0.83 1.39 $ 87,882,197 Options exercisable as of December 31, 2021 7,168,669 $ 0.39 1.31 $ 54,157,031 Vested and expected to vest at December 31, 2021 12,359,322 $ 0.83 1.39 $ 87,882,197 |
Schedule of Unvested Option Activity | The following table summarizes the Company’s unvested option activity for the year ended December 31, 2021: Number of Shares Weighted-Average Grant Date Fair Value Unvested at December 31, 2020 6,526,496 $ 0.16 Granted 806,283 4.15 Vested ( 1,929,351 ) 0.52 Forfeited ( 214,438 ) 0.44 Unvested at December 31, 2021 5,188,990 $ 0.64 |
Schedule of Option Award Estimated Using a Black-Scholes Option-pricing Model Assumptions | The fair value of each stock option is estimated on the date of grant using a Black-Scholes option-pricing model, with the assumptions used for the year ended December 31, 2021, presented on a weighted average basis: Year ended December 31, 2021 Exercise price $ 10.00 Fair market value $ 4.15 Expected dividend yield 0.0 % Expected term (in years) 6.3 Expected volatility 42.24 % Weighted-average risk-free rate 0.55 % |
Schedule of Unvested Restricted Stock Units Activity | The following table summarizes the Company’s unvested restricted stock unit activity for the year ended December 31, 2021: Number of Shares Weighted-Average Grant Date Fair Value Unvested at December 31, 2020 - $ - Granted 1,889,051 10.12 Forfeited ( 203,020 ) 10.00 Unvested at December 31, 2021 1,686,031 $ 10.14 |
Share-based Payment Arrangement, Option [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of Unvested Option Activity | The following table summarizes the Company’s unvested option activity for the year ended December 31, 2021: Number of Shares Weighted-Average Grant Date Fair Value Unvested at December 31, 2020 - $ - Granted 1,901,515 4.40 Vested ( 85,771 ) 4.25 Forfeited ( 12,400 ) 4.16 Unvested at December 31, 2021 1,803,344 $ 4.41 |
Schedule of Option Award Estimated Using a Black-Scholes Option-pricing Model Assumptions | The fair value of each stock option is estimated on the date of grant using a Black-Scholes option-pricing model, with the assumptions used for the year ended December 31, 2021, presented on a weighted average basis: Year ended December 31, 2021 Exercise price $ 10.35 Fair market value $ 4.40 Expected dividend yield 0.0 % Expected term (in years) 6.1 Expected volatility 42.38 % Weighted-average risk-free rate 1.11 % |
Schedule of Stock Options Activities | The following table summarizes the Company’s option activity under the 2020 Plan for the year ended December 31, 2021: Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (years) Aggregate Intrinsic Value Outstanding at December 31, 2020 - $ - - $ - Granted 1,901,515 10.35 Exercised - - Cancelled or forfeited ( 12,400 ) 10.00 Outstanding at December 31, 2021 1,889,115 $ 10.35 3.36 $ ( 4,549,597 ) Options exercisable as of December 31, 2021 85,771 $ 10.00 2.75 $ ( 176,680 ) Vested and expected to vest at December 31, 2021 1,889,115 $ 10.35 3.36 $ ( 4,549,597 ) |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Loss Before Income Taxes | The components of loss before income taxes were as follows: Year ended December 31, 2021 2020 United States $ ( 70,396 ) $ ( 23,077 ) Foreign ( 2,534 ) ( 1,197 ) Total $ ( 72,930 ) $ ( 24,274 ) |
Schedule of Income Tax Expense (Benefit) | The income tax expense (benefit) was as follows: Year ended December 31, 2021 2020 Current: Federal $ - $ - State - - Foreign 331 131 Total current 331 131 Deferred: Federal - - State - - Foreign - - Total deferred - - Total income tax provision $ 331 $ 131 |
Summary of the Differences Between the Effective Income Tax Rate and the Statutory U.S. Federal Income Tax Rate | The differences between the effective income tax rate and the statutory U.S. federal income tax rate are as follows: Year ended December 31, 2021 2020 Statutory U.S. federal income tax rate 21 % 21 % Income (loss) attributable to noncontrolling interest and non taxable income (loss) - 19 % - 22 % Changes in fair value of warrant liabilities 5 % - Change in valuation allowance - 99 % - Business Combination 89 % - Other 3 % - Effective income tax rate 0 % - 1 % |
Schedule Of Deferred Tax Assets and Liabilities | Significant components of deferred tax assets and liabilities are as follows: As of December 31, 2021 2020 Deferred tax assets: Net operating loss carryforwards $ 8,212 $ 539 Basis difference in the equity of AST LLC 62,717 - Other 1,495 - Total deferred tax assets 72,425 - Valuation allowance ( 72,425 ) ( 539 ) Net deferred tax assets $ - $ - |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Earnings Per Share | The following table sets forth reconciliations of the numerators and denominators used to compute basic and diluted earnings per share of Class A Common Stock (in thousands, except share data): Year ended December 31, 2021 Numerator Net loss before allocation to noncontrolling interest $ ( 73,261 ) Net loss attributable to AST LLC pre Business Combination ( 11,580 ) Net loss attributable to the noncontrolling interest post Business Combination ( 42,708 ) Net loss attributable to common stockholders - basic and diluted $ ( 18,973 ) Denominator Weighted-average shares of Class A Common Stock outstanding - basic and diluted 51,729,785 Earnings per share of Class A Common Stock - basic and diluted $ ( 0.37 ) |
Organization and Nature of Op_2
Organization and Nature of Operations (Details Narrative) | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of operations description | The Company operates from six locations that include its corporate headquarters and 185,000 square foot satellite assembly, integrating and testing facilities in Midland, Texas, and engineering and development centers in Maryland, Spain, the United Kingdom, and Israel. In addition, its 51% owned and controlled subsidiary, NanoAvionika UAB (“Nano”), is located in Lithuania. |
Schedule of Estimated Useful Li
Schedule of Estimated Useful Lives (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Computers Software and Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 2 years |
Computers Software and Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
[custom:PropertyPlantAndEquipmentUsefulLifesDescription] | Shorter of estimated useful life or lease term |
Satellite Antenna [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Test and Lab Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Phased Array Test Facility [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Assembly and Integration Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Furniture and Fixtures [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 7 years |
Vehicles [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Product Information [Line Items] | ||
Inventory | $ 1,412,000 | $ 2,591,000 |
Tangible Asset Impairment Charges | 0 | 0 |
Goodwill, Impairment Loss | $ 0 | 0 |
Income tax examination, likelihood | greater than 50% likelihood | |
Unrecognized tax benefits | $ 0 | 0 |
Penalties and interest accrued | $ 0 | $ 0 |
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Customers [Member] | ||
Product Information [Line Items] | ||
Concentration Risk, Percentage | 100.00% | |
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Two Customers [Member] | ||
Product Information [Line Items] | ||
Concentration Risk, Percentage | 76.00% | |
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Three Customers [Member] | ||
Product Information [Line Items] | ||
Concentration Risk, Percentage | 53.00% | |
Revenue from Rights Concentration Risk [Member] | Revenue Benchmark [Member] | Three Customers [Member] | ||
Product Information [Line Items] | ||
Concentration Risk, Percentage | 42.00% | 50.00% |
Business Combination (Details N
Business Combination (Details Narrative) - USD ($) $ / shares in Units, $ in Millions | Apr. 06, 2021 | Dec. 31, 2021 |
Business Acquisition [Line Items] | ||
Common Stock, Voting Rights | The shares of non-economic Class B and Class C Common Stock of the Company entitle each share to one vote and ten votes per share, respectively. | |
Noncontrolling Interest, Description | As a result of the Up-C structure, the noncontrolling interest is held by the Existing Equityholders who retained 71.5% of the economic ownership percentage of AST LLC. | |
AST LLC [Member] | ||
Business Acquisition [Line Items] | ||
Acquisition cost transaction expenses | $ 416.9 | |
Business Acquisition, Transaction Costs | $ 45.7 | |
AST LLC [Member] | Common Class B [Member] | ||
Business Acquisition [Line Items] | ||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 51,600,000 | |
AST LLC [Member] | Common Class C [Member] | ||
Business Acquisition [Line Items] | ||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 78,200,000 | |
Common Stock [Member] | NPA [Member] | Subscription Agreements [Member] | PIPE Investors [Member] | ||
Business Acquisition [Line Items] | ||
Stock Issued During Period, Shares, New Issues | 23,000,000 | |
Shares Issued, Price Per Share | $ 10 | |
Stock Issued During Period, Value, New Issues | $ 230 |
Fair Value Measurement Schedule
Fair Value Measurement Schedule of Assets Measured at Fair Value on a Recurring Basis (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Total assets measured at fair value | $ 314,747 |
Fair Value, Inputs, Level 1 [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Cash equivalents | 314,747 |
Liabilities fair value disclosure | 34,151 |
Fair Value, Inputs, Level 1 [Member] | Public Warrant [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Liabilities fair value disclosure | 34,151 |
Fair Value, Inputs, Level 2 [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Liabilities fair value disclosure | 23,911 |
Fair Value, Inputs, Level 2 [Member] | Private Placement Warrant [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Liabilities fair value disclosure | $ 23,911 |
Fair Value Measurement (Details
Fair Value Measurement (Details Narrative) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
cash and cash equivalents | $ 321,787 | $ 42,777 |
Cash equivalents short-term investments | $ 314,700 | |
Measurement Input, Price Volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 0.756 | |
Private Warrants [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Interet rate assumption description | The risk-free interest rate assumption was based on a weighted average of the three- and five-year U.S. Treasury rate, which was commensurate with the contractual term of the Warrants, which expire on the earlier of (i) five years after the completion of the initial business combination and (ii) upon redemption or liquidation. An increase in the risk-free interest rate, in isolation, would result in an increase in the fair value measurement of the warrant liabilities and vice versa. |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 25,218 | $ 10,972 |
Accumulated depreciation | (3,592) | (915) |
BlueWalker 3 satellite - construction in progress | 67,615 | 27,013 |
Property and equipment, net | 28,327 | 10,057 |
BlueWalker 3 satellite - construction in progress | 67,615 | 27,013 |
Total property and equipment, net | 95,942 | 37,070 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 1,350 | 0 |
Computers Software and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 2,810 | 1,707 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 6,416 | 3,536 |
Satellite Antenna [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 2,996 | 1,338 |
Test and lab equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 7,765 | 2,666 |
Phased Array Test Facility [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 2,536 | 704 |
Assembly and Integration Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 704 | 616 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 574 | 338 |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 67 | 67 |
Construction in Progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
BlueWalker 3 satellite - construction in progress | $ 6,701 |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) $ in Thousands | Dec. 08, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | |||
Depreciation | $ 2,689 | $ 670 | |
Payments to acquire property plant and equipment | 15,080 | $ 8,123 | |
Deposit for capital improvements of property | $ 2,800 | ||
Restricted cash | $ 2,800 | ||
AST LLC [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Payments to acquire property plant and equipment | 8,000 | ||
Land [Member] | AST LLC [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Payments to acquire property plant and equipment | 1,300 | ||
Construction in Progress [Member] | AST LLC [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Payments to acquire property plant and equipment | 6,700 | ||
Term Loan [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Payments to acquire property plant and equipment | $ 5,000 |
Leases (Details Narrative)
Leases (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Operating Leased Assets [Line Items] | |||
Lessee, Operating Lease, Discount Rate | 11.90% | ||
Lessor, Operating Lease, Description | For the Texas sublease, which is greater than 10 years, the Company elected to use a 15.0% discount rate. | ||
ShortTermLeaseDiscountRate | 8 | ||
Weighted-average discount rate - operating leases | 15.00% | 13.40% | 14.00% |
Operating Lease Payments | $ 1,600 | $ 506 | $ 349 |
Maximum [Member] | |||
Operating Leased Assets [Line Items] | |||
Lessor, Operating Lease, Renewal Term | 5 years | ||
Minimum [Member] | |||
Operating Leased Assets [Line Items] | |||
Lessor, Operating Lease, Renewal Term | 2 years |
Leases - Schedule of Lease Expe
Leases - Schedule of Lease Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Leases [Abstract] | ||
Short-term operating lease expense | $ 440 | $ 41 |
Operating lease expense | 563 | 301 |
Total lease expense | $ 1,003 | $ 342 |
Leases - Schedule of Supplement
Leases - Schedule of Supplemental Cash Flow Information Related to Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Leases [Abstract] | |||
Cash paid for amounts included in the measurement of operating lease liabilities | $ 1,600 | $ 506 | $ 349 |
Leases - Schedule of Suppleme_2
Leases - Schedule of Supplemental Balance Sheet Information Related to Leases (Details) | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | |||
Operating Lease, Weighted Average Remaining Lease Term | 9 years 8 months 12 days | 11 years 3 months 18 days | |
Weighted-average discount rate - operating leases | 15.00% | 13.40% | 14.00% |
Leases - Schedule of Maturities
Leases - Schedule of Maturities of Operating Lease Liabilities (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Leases [Abstract] | |
2023 | $ 1,714 |
2024 | 1,600 |
2025 | 1,510 |
2026 | 1,343 |
Thereafter | 6,993 |
Total lease payments | 14,792 |
Less effects of discounting | (6,633) |
Present value of lease liabilities | $ 8,159 |
Commitments and Contingencies_2
Commitments and Contingencies (Details Narrative) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 31, 2022 | Dec. 31, 2020 | |
Loss Contingencies [Line Items] | |||
Long Term Purchase Commitment Amount | $ 27 | ||
Other Commitment Due In Next Twelve Months | 12.9 | ||
Other Commitment Due In Second Year | $ 14.1 | ||
Lessee, Operating Lease, Discount Rate | 11.90% | ||
Lessor, Operating Lease, Description | For the Texas sublease, which is greater than 10 years, the Company elected to use a 15.0% discount rate. | ||
Operating Lease, Weighted Average Discount Rate, Percent | 13.40% | 15.00% | 14.00% |
Minimum [Member] | |||
Loss Contingencies [Line Items] | |||
Lessor, Operating Lease, Renewal Term | 2 years | ||
Maximum [Member] | |||
Loss Contingencies [Line Items] | |||
Lessor, Operating Lease, Renewal Term | 5 years |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Summary of Changes in Carrying Amount of Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Balance at beginning of the period | $ 3,912 | $ 3,593 |
Translation adjustments | (271) | 319 |
Balance at end of the period | $ 3,641 | $ 3,912 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Useful Life (Years) | 2 years 3 months 18 days | 2 years 8 months 12 days |
Gross Carrying Value | $ 1,104 | $ 1,184 |
Accumulated Amortization | 862 | 658 |
Total | $ 242 | $ 526 |
Developed Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Useful Life (Years) | 1 year 2 months 12 days | 2 years 1 month 6 days |
Gross Carrying Value | $ 1,081 | $ 1,161 |
Accumulated Amortization | 862 | 658 |
Total | $ 219 | $ 503 |
Trademarks and Domain Name [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Useful Life (Years) | 13 years 2 months 12 days | 14 years 2 months 12 days |
Gross Carrying Value | $ 23 | $ 23 |
Accumulated Amortization | 0 | 0 |
Total | $ 23 | $ 23 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Schedule of Intangible Assets Future Amortization Expense (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2022 | $ 189 | |
2023 | 33 | |
2024 | 2 | |
2025 | 2 | |
2026 | 2 | |
Thereafter | 14 | |
Total | $ 242 | $ 526 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization of Intangible Assets | $ 224 | $ 217 |
Accrued Expenses - Schedule of
Accrued Expenses - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Accrued Payroll Liabilities | $ 2,983 | $ 1,198 |
Accrued research and development | 1,496 | 300 |
Accrued construction in progress (BlueWalker 3 satellite) | 1,260 | 1,604 |
Accrued professional services | 606 | 320 |
Accrued taxes payable | 180 | 34 |
Accrued leasehold improvements | 0 | 247 |
Other | 944 | 519 |
Total accrued expenses and other current liabilities | $ 7,469 | $ 4,222 |
Debt (Details Narrative)
Debt (Details Narrative) - USD ($) $ in Thousands | Dec. 08, 2021 | Dec. 31, 2021 | Mar. 31, 2022 |
Debt Instrument [Line Items] | |||
Term loan maturity date | Dec. 8, 2028 | ||
Term loan fixed interest rate | 4.20% | ||
Debt Instrument Interest Rate | 4.20% | ||
Debt Instrument Outstanding Amount | $ 5,000 | ||
AB SEB Bank [Member] | |||
Debt Instrument [Line Items] | |||
Line of credit facility maximum borrowing capacity | $ 400 | ||
Capital expenditure percentage | 70.00% | ||
Debt Instrument interest rate | 3.00% | ||
Debt instrument maturity date | Dec. 6, 2025 | ||
Line of credit facility average outstanding amount | $ 49,000 | ||
Term Loan [Member] | |||
Debt Instrument [Line Items] | |||
Line of credit facility maximum borrowing capacity | $ 5,000 | ||
Term loan fixed interest rate | 4.20% | ||
Term loan interest rate terms | Borrowings under the Term Loan bear interest at a fixed rate equal to 4.20% per annum until December 7, 2026, and from December 8, 2026 until December 8, 2028 at a fixed rate per annum equal to 4.20% subject to adjustment if the index rate as defined in the Credit Agreement is greater than 4.20%. | ||
Term loan monthly installments | $ 40,000 |
Debt - Schedule of Annual Futur
Debt - Schedule of Annual Future Principal Payments (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Debt Disclosure [Abstract] | |
2022 | $ 0 |
2023 | 242 |
2024 | 252 |
2025 | 263 |
2026 | 274 |
Thereafter | 3,969 |
Total principal | $ 5,000 |
Revenue - Schedule of Disaggreg
Revenue - Schedule of Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||
Total | $ 12,405 | $ 5,967 |
Transferred over Time [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total | 8,400 | 5,037 |
Transferred at Point in Time [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total | $ 4,005 | $ 930 |
Revenue - Schedule of Change in
Revenue - Schedule of Change in Contract Liabilities (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Revenue from Contract with Customer [Abstract] | |
Beginning Balance | $ 3,401 |
Revenue recognized that was included in the contract liability at the beginning of the year | (2,498) |
Increase, excluding amounts recognized as revenue during the period | 5,733 |
Ending Balance | $ 6,636 |
Revenue (Details Narrative)
Revenue (Details Narrative) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Revenue from Contract with Customer [Abstract] | ||
Contract with Customer, Liability, Current | $ 6,636 | $ 3,401 |
Stockholders_ Equity (Details N
Stockholders’ Equity (Details Narrative) - $ / shares | Dec. 31, 2021 | Apr. 06, 2021 |
Subsidiary or Equity Method Investee [Line Items] | ||
Preferred Stock, Shares Outstanding | 0 | |
Preferred Stock, Shares Authorized | 100,000,000 | |
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | |
Public Warrants [Member] | ||
Subsidiary or Equity Method Investee [Line Items] | ||
Warrants outstanding | 11,498,800 | |
Exercise price per share | $ 0.01 | |
Private Placement Warrants [Member] | ||
Subsidiary or Equity Method Investee [Line Items] | ||
Warrants outstanding | 6,100,000 | |
Common Class A [Member] | ||
Subsidiary or Equity Method Investee [Line Items] | ||
Common Stock, Shares, Outstanding | 51,730,904 | |
Common Stock, Shares Authorized | 800,000,000 | |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | |
Common Class A [Member] | Public Warrants [Member] | ||
Subsidiary or Equity Method Investee [Line Items] | ||
Exercise price per share | 11.50 | |
Common Class A [Member] | Public and Private Placement Warrants [Member] | ||
Subsidiary or Equity Method Investee [Line Items] | ||
Exercise price per share | $ 11.50 | |
Common Class B [Member] | ||
Subsidiary or Equity Method Investee [Line Items] | ||
Common Stock, Shares, Outstanding | 51,636,922 | |
Common Stock, Shares Authorized | 200,000,000 | |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | |
Common Class C [Member] | ||
Subsidiary or Equity Method Investee [Line Items] | ||
Common Stock, Shares, Outstanding | 78,163,078 | |
Common Stock, Shares Authorized | 125,000,000 | |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | |
Nano Lithuania and Nano US [Member] | ||
Subsidiary or Equity Method Investee [Line Items] | ||
Minority interest | 51.00% | |
Equity ownership percentage | 49.00% | |
Parent Company [Member] | AST And Science LLC [Member] | ||
Subsidiary or Equity Method Investee [Line Items] | ||
Minority interest | 28.50% | |
Equity ownership percentage | 71.50% | 71.50% |
Warrant Liabilities (Details Na
Warrant Liabilities (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Proceeds from Issuance of Warrants | $ 13,800 | |
Share-based Compensation Arrangement by Share-based Payment Award, Description | If, and only if, the reported last sale price of the Class A Common Stock equals or exceeds $ | |
Warrant liabilities | $ 58,062 | |
Gain (loss) on remeasurement of warrant liabilities | (15,766) | $ 0 |
Fair Value Adjustment of Warrants | $ 15,800 | |
Common Class A [Member] | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Warrants exercised, Shares | 1,200 | |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | |
Sale of Stock, Price Per Share | 18 | |
Warrant [Member] | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 11.50 | |
Shares, Issued | 1,200 | |
Public Warrants [Member] | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Warrants and Rights Outstanding | $ 11,498,800 | |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.01 | |
Warrant expiration date | Apr. 6, 2026 | |
Warrants and Rights Outstanding, Term | 5 years | |
Public Warrants [Member] | Common Class A [Member] | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 11.50 | |
Private Placement Warrants [Member] | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Warrants and Rights Outstanding | $ 6,100,000 |
Schedule of Share-Based Compens
Schedule of Share-Based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total | $ 3,774 | $ 290 |
Engineering Services [Member] | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total | 2,036 | 211 |
General and Administrative Costs [Member] | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total | 1,700 | 72 |
Satellite Construction in Progress [Member] | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total | $ 38 | $ 7 |
Schedule of Stock Options Activ
Schedule of Stock Options Activities (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Options, Outstanding beginning balance | 11,822,100 | |
Weighted Average Exercise Price, Outstanding beginning balance | $ 0.20 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 1 year 4 months 20 days | 2 years 14 days |
Options, Granted | 806,283 | |
Weighted Average Exercise Price, Granted | $ 10 | |
Options, Exercised | (15,227) | |
Weighted Average Exercise Price, Excercised | $ 0.06 | |
Options, Cancelled or forfeited | (253,834) | |
Weighted Average Exercise Price, Cancelled or forfeited | $ 0.81 | |
Options, Outstanding ending balance | 12,359,322 | 11,822,100 |
Weighted Average Exercise Price, Outstanding ending balance | $ 0.83 | $ 0.20 |
Options, Exercisable | 7,168,669 | |
Weighted Average Exercise Price, Exercisable | $ 0.39 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 1 year 3 months 21 days | |
Options, Vested and expected to vest | 12,359,322 | |
Weighted Average Exercise Price, Vested and expected to vest | $ 0.83 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Weighted Average Remaining Contractual Term | 1 year 4 months 20 days | |
Aggregate Intrinsic Value, Outstanding | $ 87,882,197 | $ 68,407,495 |
Aggregate Intrinsic Value, Options exercisable as of December 31, 2021 | (54,157,031) | |
Aggregate Intrinsic Value, vested and expected to vest at December 31,2021 | $ 87,882,197 | |
Employee Stock Option [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Options, Outstanding beginning balance | 0 | |
Weighted Average Exercise Price, Outstanding beginning balance | $ 0 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 3 years 4 months 9 days | |
Options, Granted | 1,901,515 | |
Weighted Average Exercise Price, Granted | $ 10.35 | |
Options, Exercised | 0 | |
Weighted Average Exercise Price, Excercised | $ 0 | |
Options, Cancelled or forfeited | (12,400) | |
Weighted Average Exercise Price, Cancelled or forfeited | $ 10 | |
Options, Outstanding ending balance | 1,889,115 | 0 |
Weighted Average Exercise Price, Outstanding ending balance | $ 10.35 | $ 0 |
Options, Exercisable | 85,771 | |
Weighted Average Exercise Price, Exercisable | $ 10 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 2 years 9 months | |
Options, Vested and expected to vest | 1,889,115 | |
Weighted Average Exercise Price, Vested and expected to vest | $ 10.35 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Weighted Average Remaining Contractual Term | 3 years 4 months 9 days | |
Aggregate Intrinsic Value, Outstanding | $ (4,549,597) | $ 0 |
Aggregate Intrinsic Value, Options exercisable as of December 31, 2021 | (176,680) | |
Aggregate Intrinsic Value, vested and expected to vest at December 31,2021 | $ (4,549,597) | |
Two Thousand Twenty Equity Incentive Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Options, Granted | 10,800,000 | |
Two Thousand Twenty Equity Incentive Plan [Member] | Employee Stock Option [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Options, Outstanding ending balance | 1,889,115 |
Schedule of Unvested Option Act
Schedule of Unvested Option Activity (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Shares, Unvested beginning Balance | 6,526,496 | |
Weighted-Average Grant Date Fair Value, Unvested beginning Balance | $ 0.16 | |
Number of Shares, Granted | 806,283 | |
Weighted-Average Grant Date Fair Value, Granted | $ 4.15 | $ 0.33 |
Number of Shares, Vested | (1,929,351) | |
Weighted-Average Grant Date Fair Value, Vested | $ 0.52 | |
Number of Shares, Forfeited | (214,438) | |
Weighted-Average Grant Date Fair Value, Forfeited | $ 0.44 | |
Number of Shares, Unvested Ending Balance | 5,188,990 | 6,526,496 |
Weighted-Average Grant Date Fair Value, Unvested Ending Balance | $ 0.64 | $ 0.16 |
Restricted Stock Units (RSUs) [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Shares, Unvested beginning Balance | 0 | |
Weighted-Average Grant Date Fair Value, Unvested beginning Balance | $ 0 | |
Number of Shares, Granted | 1,889,051 | |
Weighted-Average Grant Date Fair Value, Granted | $ 10.12 | |
Number of Shares, Forfeited | (203,020) | |
Weighted-Average Grant Date Fair Value, Forfeited | $ 10 | |
Number of Shares, Unvested Ending Balance | 1,686,031 | 0 |
Weighted-Average Grant Date Fair Value, Unvested Ending Balance | $ 10.14 | $ 0 |
Employee Stock Option [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Shares, Unvested beginning Balance | 0 | |
Weighted-Average Grant Date Fair Value, Unvested beginning Balance | $ 0 | |
Number of Shares, Granted | 1,901,515 | |
Weighted-Average Grant Date Fair Value, Granted | $ 4.40 | $ 0 |
Number of Shares, Vested | (85,771) | |
Weighted-Average Grant Date Fair Value, Vested | $ 4.25 | |
Number of Shares, Forfeited | (12,400) | |
Weighted-Average Grant Date Fair Value, Forfeited | $ 4.16 | |
Number of Shares, Unvested Ending Balance | 1,803,344 | 0 |
Weighted-Average Grant Date Fair Value, Unvested Ending Balance | $ 4.41 | $ 0 |
Two Thousand Twenty Equity Incentive Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Shares, Granted | 10,800,000 |
Stock-Based Compensation - Blac
Stock-Based Compensation - Black-Scholes option-pricing model (Details) - Employee Stock Option [Member] | 12 Months Ended |
Dec. 31, 2021$ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Exercise price | $ 10.35 |
Fair market value | $ 4.40 |
Expected dividend yield | 0.00% |
Expected term (in years) | 6 years 1 month 6 days |
Expected volatility | 42.38% |
Weighted-average risk-free rate | 1.11% |
Schedule of Unvested Restricted
Schedule of Unvested Restricted Stock Units Activity (Detail) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares | 5,188,990 | 6,526,496 |
Share-based Compensation Arrangement by Share-based Payment Award, Option, Nonvested, Weighted Average Exercise Price | $ 0.64 | $ 0.16 |
Number of Shares, Granted | 806,283 | |
Weighted-Average Grant Date Fair Value, Granted | $ 4.15 | $ 0.33 |
Number of Shares, Vested | (1,929,351) | |
Weighted-Average Grant Date Fair Value, Vested | $ 0.52 | |
Number of Shares, Forfeited | (214,438) | |
Weighted-Average Grant Date Fair Value, Forfeited | $ 0.44 | |
Restricted Stock Units RSU Member | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares | 1,686,031 | 0 |
Share-based Compensation Arrangement by Share-based Payment Award, Option, Nonvested, Weighted Average Exercise Price | $ 10.14 | $ 0 |
Number of Shares, Granted | 1,889,051 | |
Weighted-Average Grant Date Fair Value, Granted | $ 10.12 | |
Number of Shares, Forfeited | (203,020) | |
Weighted-Average Grant Date Fair Value, Forfeited | $ 10 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details Narrative) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 12,359,322 | 11,822,100 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 806,283 | |
Weighted-Average Grant Date Fair Value, Granted | $ 4.15 | $ 0.33 |
Share-based Compensation Arrangement by Share-based Payment Award, Terms of Award | Two types of equity awards have been granted under the 2020 Plan: (1) service-based options and (2) service-based and performance-based restricted stock units. Service-based options typically vest over a four year service period with 25% of the award vesting on the first anniversary of the employee’s commencement date, and the balance thereafter in 36 equal monthly installments. Service-based restricted stock units typically vest over a four year service period with 25% of the award vesting on each anniversary of the employee’s vesting commencement date. Performance-based restricted stock units typically vest on the earliest date that any of the following occurs: (i) the Company attains an incremental capital investment, or (ii) other specified performance conditions. Options typically expire no later than 10 years from the date of grant. | |
Restricted Stock Units (RSUs) [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Payment Arrangement, Nonvested Award, Option, Cost Not yet Recognized, Amount | $ 10.6 | |
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition | 3 years 4 months 24 days | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 1,889,051 | |
Weighted-Average Grant Date Fair Value, Granted | $ 10.12 | |
Employee Stock Option [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 1,889,115 | 0 |
Share-based Payment Arrangement, Nonvested Award, Option, Cost Not yet Recognized, Amount | $ 7.2 | |
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition | 3 years 4 months 24 days | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 1,901,515 | |
Weighted-Average Grant Date Fair Value, Granted | $ 4.40 | $ 0 |
Two Thousand Nineteen Equity Incentive Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 5 years | |
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 20.00% | |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 12,812,959 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 12,359,322 | |
Share-based Payment Arrangement, Nonvested Award, Option, Cost Not yet Recognized, Amount | $ 2.8 | |
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition | 1 year 4 months 24 days | |
Two Thousand Twenty Equity Incentive Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 4 years | |
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 25.00% | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 10,800,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | |
Two Thousand Twenty Equity Incentive Plan [Member] | Restricted Stock Units (RSUs) [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 1,686,031 | |
Two Thousand Twenty Equity Incentive Plan [Member] | Employee Stock Option [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 1,889,115 | |
Employee Stock Purchase Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 2,000,000 |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Loss Before Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
United States | $ (70,396) | $ (23,077) |
Foreign | (2,534) | (1,197) |
Total | $ (72,930) | $ (24,274) |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Current: | ||
Federal | $ 0 | $ 0 |
State | 0 | 0 |
Foreign | 331 | 131 |
Total current | 331 | 131 |
Deferred: | ||
Federal | 0 | 0 |
State | 0 | 0 |
Foreign | 0 | 0 |
Total deferred | 0 | 0 |
Total Income tax provision | $ 331 | $ 131 |
Income Taxes - Summary of Diffe
Income Taxes - Summary of Differences Between the Effective Income Tax Rate and the Statutory U.S. Federal Income Tax Rate (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Statutory U.S. federal income tax rate | 21.00% | 21.00% |
Income (loss) attributable to noncontrolling interest and non taxable income (loss) | (19.00%) | (22.00%) |
Changes in fair value of warrant liabilities | 5.00% | 0.00% |
Change in valuation allowance | (99.00%) | 0.00% |
Business Combination | 89.00% | 0.00% |
Other | 3.00% | 0.00% |
Effective income tax rate | 0.00% | (1.00%) |
Income Taxes - Schedule Of Defe
Income Taxes - Schedule Of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 8,212 | $ 539 |
Basis difference in the equity of AST LLC | 62,717 | 0 |
Other | 1,495 | 0 |
Total deferred tax assets | 72,425 | 0 |
Valuation allowance | (72,425) | (539) |
Net deferred tax assets | $ 0 | $ 0 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | $ 8,212,000 | $ 539,000 |
Net operating loss carryforwards, expiration year | 2041 | |
Valuation allowance | $ 72,425,000 | 539,000 |
Unrecognized tax benefits | 0 | $ 0 |
Accrued for interest and penalties | $ 0 | |
Effective income tax rate reconciliation, at federal statutory income tax rate, percent | 21.00% | 21.00% |
Uncertain tax positions | $ 0 | $ 0 |
Federal | ||
Operating Loss Carryforwards [Line Items] | ||
Federal net operating loss carryforwards (gross) | 32,000,000 | |
Foreign | ||
Operating Loss Carryforwards [Line Items] | ||
Foreign net operating loss carryforwards (gross) | 6,100,000 | |
State | ||
Operating Loss Carryforwards [Line Items] | ||
State net operating loss carryforwards (gross) | 2,500,000 | |
Amount of operating loss carryforwards subject to expiration | 700,000 | |
Remaining amount of operating loss carryforwards not subject to expiration | $ 1,800,000 |
Schedule of Basic and Diluted E
Schedule of Basic and Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | ||
Numerator | |||
Net loss before allocation to noncontrolling interest | $ (73,261) | $ (24,405) | |
Net loss attributable to AST LLC pre-Business Combination | 11,580 | ||
Net loss attributable to the noncontrolling interest post Business Combination | (42,708) | (344) | |
Net Income Loss Available To Common Stock holders Basic and Diluted | (18,973) | ||
Net loss attributable to common stockholders | $ (30,553) | $ (24,061) | |
Weighted Average Number of Shares Outstanding, Diluted [Abstract] | |||
Weighted-average shares of Class A Common Stock outstanding - basic and diluted | [1] | 51,729,785 | |
Earnings per share of Class A Common Stock - basic and diluted | [1] | $ (0.37) | |
Common Class A [Member] | |||
Weighted Average Number of Shares Outstanding, Diluted [Abstract] | |||
Weighted-average shares of Class A Common Stock outstanding - basic and diluted | 51,729,785 | ||
Earnings per share of Class A Common Stock - basic and diluted | $ (0.37) | ||
[1] | Earnings per share information has not been presented for periods prior to the Business Combination , as it resulted in values that would not be meaningful to the readers of these consolidated financial statements. Refer to Note 16 for fu rther information. |
Net Income (Loss) per Share (De
Net Income (Loss) per Share (Details Narrative) | 12 Months Ended |
Dec. 31, 2021shares | |
Class B Common Stock [Member] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 51,636,922 |
Class C Common Stock [Member] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 78,163,078 |
Public Warrants Outstanding [Member] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 11,498,800 |
Private Warrants Outstanding [Member] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 6,100,000 |
Performance Shares [Member] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 485,000 |
Related Parties (Details Narrat
Related Parties (Details Narrative) | Jan. 28, 2021USD ($) | Feb. 21, 2020shares | Feb. 04, 2020USD ($) | Mar. 01, 2018USD ($)shares | Dec. 15, 2017USD ($)shares | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Mar. 31, 2022 | Jul. 11, 2019USD ($) | Mar. 01, 2018€ / shares |
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | ||||||||||
Debt Instrument, Face Amount | $ 5,000,000 | |||||||||
Debt interest rate | 4.20% | |||||||||
Related Party Costs | 300,000 | $ 200,000 | ||||||||
Annual maintenance fee payable | $ 500,000 | |||||||||
Product and Service [Member] | ||||||||||
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | ||||||||||
Related Party Transaction, Expenses from Transactions with Related Party | $ 100,000 | 100,000 | ||||||||
Rakuten Agreement [Member] | ||||||||||
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | ||||||||||
Capital investment | 5,000,000 | |||||||||
Penalty amount payable | $ 10,000,000 | |||||||||
In Motion Holdings LLC [Member] | Service Agreement [Member] | ||||||||||
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | ||||||||||
Stock Issued During Period, Shares, Acquisitions | shares | 2,919 | |||||||||
Shares Issued, Price Per Share | € / shares | € 305.64 | |||||||||
Management Fee Expense | $ 15,000,000 | |||||||||
In Motion Holdings LLC [Member] | Operating Agreement [Member] | ||||||||||
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | ||||||||||
Equity Method Investment, Ownership Percentage | 13.00% | |||||||||
Stock Issued During Period, Shares, Acquisitions | shares | 2,919 | |||||||||
Cisernos Media [Member] | Production Services Agreement [Member] | ||||||||||
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | ||||||||||
Payments for Other Fees | $ 180,000,000 | |||||||||
[custom:ServicesFeesComprisedAmount] | 36,000,000 | |||||||||
[custom:InstallmentsAmount] | $ 12,000,000 | |||||||||
Founder Note [Member] | ||||||||||
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | ||||||||||
Debt Instrument, Face Amount | $ 1,750,000 | |||||||||
Debt interest rate | 2.37% | |||||||||
Interest Expense | $ 100 | |||||||||
Chief Financial and Operating Officer [Member] | ||||||||||
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | ||||||||||
Debt interest rate | 2.00% | |||||||||
Stock Issued During Period, Shares, New Issues | shares | 110,000 | |||||||||
Stock Issued During Period, Value, New Issues | $ 100,000,000 | |||||||||
Debt Instrument, Maturity Date | Dec. 15, 2027 | |||||||||
Chief Financial and Operating Officer [Member] | In Motion Holdings LLC [Member] | ||||||||||
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | ||||||||||
Equity Method Investment, Ownership Percentage | 51.00% |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Jan. 12, 2022 | Mar. 03, 2022 | Dec. 31, 2021 |
Subsequent Event [Line Items] | |||
Debt Instrument Outstanding Amount | $ 5,000,000 | ||
AST And Science LLC [Member] | |||
Subsequent Event [Line Items] | |||
Revolving Loan | $ 1,500,000 | ||
Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Consolidated cash exceeds | $ 4,000,000 | ||
Line Of Credit Facility Interest Rate | 7.00% | ||
Subsequent Event [Member] | AST And Science LLC [Member] | |||
Subsequent Event [Line Items] | |||
Line of credit facility maximum borrowing capacity | $ 800,000 | ||
Line Of Credit Facility Interest Rate | 4.00% | ||
Subsequent Event [Member] | SpaceMobile 2020 Incentive Award Plan [Member] | |||
Subsequent Event [Line Items] | |||
Debt Instrument Outstanding Amount | $ 22,800 |