Cover
Cover - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 31, 2023 | Jun. 30, 2022 | |
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, 2022 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2022 | ||
Current Fiscal Year End Date | --12-31 | ||
Securities Act 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 | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 258.2 | ||
Auditor Firm ID | 185 | ||
Auditor Name | KPMG LLP | ||
Auditor Location | Miami, 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 | 71,877,559 | ||
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 $11.50 | ||
Trading Symbol | ASTSW | ||
Security Exchange Name | NASDAQ | ||
Common Class B [Member] | |||
Entity Addresses [Line Items] | |||
Entity Common Stock, Shares Outstanding | 50,041,757 | ||
Common Class C [Member] | |||
Entity Addresses [Line Items] | |||
Entity Common Stock, Shares Outstanding | 78,163,078 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 238,588 | $ 321,787 |
Restricted cash | 668 | 2,750 |
Accounts receivable | 0 | 2,173 |
Inventories | 0 | 1,412 |
Prepaid expenses | 4,100 | 2,831 |
Other current assets | 24,954 | 4,850 |
Total current assets | 268,310 | 335,803 |
Property and equipment: | ||
Other | 92,077 | 67,615 |
Property and equipment, net | 53,912 | 28,327 |
Total property and equipment, net | 145,989 | 95,942 |
Other non-current assets: | ||
Operating lease right-of-use assets, net | 7,671 | 7,991 |
Goodwill | 0 | 3,641 |
Other non-current assets | 16,402 | 559 |
Total other non-current assets | 24,073 | 12,191 |
TOTAL ASSETS | 438,372 | 443,936 |
Current liabilities: | ||
Accounts payable | 13,929 | 6,638 |
Accrued expenses and other current liabilities | 13,145 | 7,469 |
Deferred revenue | 0 | 6,636 |
Current operating lease liabilities | 722 | 634 |
Total current liabilities | 27,796 | 21,377 |
Warrant liabilities | 38,946 | 58,062 |
Non-current operating lease liabilities | 7,046 | 7,525 |
Long-term debt | 4,758 | 5,000 |
Total liabilities | 78,546 | 91,964 |
Commitments and contingencies (Note 13) | ||
Stockholders' Equity: | ||
Additional paid-in capital | 235,384 | 171,155 |
Accumulated other comprehensive income (loss) | 229 | (433) |
Accumulated deficit | (102,101) | (70,461) |
Noncontrolling interest | 226,294 | 251,693 |
Total stockholders' equity | 359,826 | 351,972 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 438,372 | 443,936 |
Common Class A [Member] | ||
Stockholders' Equity: | ||
Common Stock Value | 7 | 5 |
Common Class B [Member] | ||
Stockholders' Equity: | ||
Common Stock Value | 5 | 5 |
Common Class C [Member] | ||
Stockholders' Equity: | ||
Common Stock Value | $ 8 | $ 8 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Common Class A [Member] | ||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 800,000,000 | 800,000,000 |
Common Stock, Shares, Issued | 71,819,926 | 51,730,904 |
Common Stock, Shares, Outstanding | 71,819,926 | 51,730,904 |
Common Class B [Member] | ||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 200,000,000 | 200,000,000 |
Common Stock, Shares, Issued | 50,041,757 | 51,636,922 |
Common Stock, Shares, Outstanding | 50,041,757 | 51,636,922 |
Common Class C [Member] | ||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 125,000,000 | 125,000,000 |
Common Stock, Shares, Issued | 78,163,078 | 78,163,078 |
Common Stock, Shares, Outstanding | 78,163,078 | 78,163,078 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (loss) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||
Net loss before allocation to noncontrolling interest | $ (103,113) | $ (73,261) |
Other comprehensive loss | ||
Foreign currency translation adjustments | (295) | (666) |
Total other comprehensive loss | (295) | (666) |
Total comprehensive loss before allocation to noncontrolling interest | (103,408) | (73,927) |
Comprehensive loss attributable to noncontrolling interest | (71,704) | (43,109) |
Comprehensive loss attributable to common stockholders | $ (31,704) | $ (30,818) |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | ||
Revenues | $ 13,825 | $ 12,405 | |
Cost of sales (exclusive of items shown separately below) | 6,714 | 7,563 | |
Gross profit | 7,111 | 4,842 | |
Operating expenses: | |||
Engineering services | 54,212 | 29,599 | |
General and administrative costs | 48,332 | 35,636 | |
Research and development costs | 45,620 | 23,440 | |
Depreciation and amortization | 4,711 | 2,913 | |
Total operating expenses | 152,875 | 91,588 | |
Other income: | |||
Gain on remeasurement of warrant liabilities | 19,114 | 15,766 | |
Other income (expense), net | 24,154 | (1,950) | |
Total other income, net | 43,268 | 13,816 | |
Loss before income tax expense | (102,496) | (72,930) | |
Income tax expense | 617 | 331 | |
Net loss before allocation to noncontrolling interest | (103,113) | (73,261) | |
Net loss attributable to noncontrolling interest | (71,473) | (42,708) | |
Net loss attributable to common stockholders | $ (31,640) | $ (30,553) | |
Common Class A [Member] | |||
Net loss per share attributable to holders of Class A Common Stock | |||
Basic | [1] | $ (0.58) | $ (0.37) |
Diluted | [1] | $ (0.58) | $ (0.37) |
Weighted average number of Class A Common Stock outstanding | |||
Weighted-average number of Class A Common Stock outstanding - basic | [1] | 54,437,073 | 51,729,785 |
Weighted-average number of Class A Common Stock outstanding - diluted | [1] | 54,437,073 | 51,729,785 |
[1] Net loss per share information for the year ended December 31, 2021 did not include the loss prior to the date of Business Combination. Refer to Note 18: Net Loss Per Share for further 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 Income (Loss) | Accumulated Deficit [Member] | Noncontrolling Interest [Member] |
Beginning balance, value at Dec. 31, 2020 | $ 79,987 | $ 117,573 | $ (168) | $ (39,908) | $ 2,490 | ||||
Beginning 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 exercise | 18 | 139 | (121) | ||||||
Warrants exercise, Shares | 1,200 | ||||||||
Adjustment to noncontrolling interest due to changes in ownership | 63 | (63) | |||||||
Foreign currency translation adjustments | (666) | (265) | (401) | ||||||
Net loss | (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 | ||||||
Stock-based compensation | 9,346 | 8,190 | 1,156 | ||||||
Issuance of common stock, net of issuance costs | 102,769 | $ 2 | 53,503 | 49,264 | |||||
Issuance of common stock, net of issuance costs, Shares | 18,134,386 | ||||||||
Issuance of incentive units under employee stock plan | 73 | (228) | 301 | ||||||
Vesting of restricted stock units | (417) | 19 | (436) | ||||||
Vesting of restricted stock, Shares | 358,271 | ||||||||
Warrant exercise | 16 | 109 | (93) | ||||||
Warrants exercise, Shares | 1,200 | ||||||||
Redemption of Class B common stock | 2,636 | (2,636) | |||||||
Redemption of Class B common stock, Shares | 1,595,165 | (1,595,165) | |||||||
Deconsolidation of subsidiary | 525 | 726 | (1,251) | ||||||
Foreign currency translation adjustments | (295) | (64) | (231) | ||||||
Net loss | (103,113) | (31,640) | (71,473) | ||||||
Ending balance, value at Dec. 31, 2022 | $ 359,826 | $ 7 | $ 5 | $ 8 | $ 235,384 | $ 229 | $ (102,101) | $ 226,294 | |
Ending balance, shares at Dec. 31, 2022 | 71,819,926 | 50,041,757 | 78,163,078 |
Consolidated Statements of St_2
Consolidated Statements of Stockholders' Equity (Parenthetical) $ in Millions | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
Statement of Stockholders' Equity [Abstract] | |
Transaction costs | $ 45.7 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities: | ||
Net loss before allocation to noncontrolling interest | $ (103,113) | $ (73,261) |
Adjustments to reconcile net loss before noncontrolling interest to cash used in operating activities: | ||
Gain on sale of interest in NanoAvionika UAB | (24,542) | 0 |
Depreciation and amortization | 4,711 | 2,913 |
Gain on remeasurement of warrant liabilities | (19,114) | (15,766) |
Loss on sale of Property and equipment | 305 | 0 |
Non-cash lease expense | 720 | 574 |
Stock-based compensation | 9,391 | 3,736 |
Issuance of common stock for commitment shares | 332 | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (1,993) | (220) |
Prepaid expenses and other current assets | (24,588) | (4,216) |
Inventory | (2,461) | 1,039 |
Accounts payable and accrued expenses | 18,438 | 2,091 |
Operating lease liabilities | (680) | (398) |
Deferred revenue | 2,395 | 3,572 |
Other assets and liabilities | (16,265) | (159) |
Net cash used in operating activities | (156,464) | (80,095) |
Cash flows from investing activities: | ||
Purchase of property and equipment | (30,317) | (15,080) |
BlueWalker 3 Satellite - construction in process | (26,967) | (39,712) |
Proceeds from sale of Nano, net of cash deconsolidated and transaction costs | 25,932 | 0 |
Net cash used in investing activities | (31,352) | (54,792) |
Cash flows from financing activities: | ||
Proceeds from issuance of common stock | 102,023 | 0 |
Proceeds from Business Combination | 0 | 456,420 |
Direct costs incurred for the Business Combination | 0 | (39,542) |
Issuance of incentive equity units under employee stock plan | 73 | 0 |
Proceeds from warrant exercises | 14 | 14 |
Proceeds from debt | 230 | 49 |
Net cash provided by financing activities | 102,340 | 416,941 |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | 195 | (294) |
Net (decrease) increase in cash, cash equivalents and restricted cash | (85,281) | 281,760 |
Cash, cash equivalents and restricted cash, beginning of period | 324,537 | 42,777 |
Cash, cash equivalents and restricted cash, end of period | 239,256 | 324,537 |
Non-cash transactions: | ||
Purchases of construction in process in accounts payable and accrued expenses | 4,670 | 3,265 |
Purchases of property and equipment in accounts payable and accrued expense | 256 | 1,429 |
Right-of-use assets obtained in exchange for operating lease liabilities | 1,129 | 1,557 |
Purchases of property and equipment using proceeds from long-term debt | 0 | 5,000 |
Interest | 224 | 13 |
Income taxes, net | $ 684 | $ 186 |
Organization and Nature of Oper
Organization and Nature of Operations | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | 1. Organization and Nature of Operations AST SpaceMobile, Inc., collectively with its subsidiaries (”SpaceMobile” or the “Company”) is currently designing and developing the constellation of BlueBird (“BB”) satellites in advance of launching its planned space-based Cellular Broadband network distributed through a constellation of Low Earth Orbit (“LEO”) satellites. Once deployed and operational, the BB satellites are designed to provide connectivity directly to standard, unmodified, off-the-shelf mobile phones or 2G/3G/4G LTE/5G devices at broadband speeds (the “SpaceMobile Service”). At that point, the Company intends to offer the SpaceMobile Service to cellular subscribers and others through wholesale commercial agreements with cellular service providers. The Company operates from multiple locations that include its corporate headquarters and 185,000 square feet satellite assembly, integrating and testing (“AIT”) facilities in Texas, and AIT and engineering and development centers elsewhere in the United States, India, Scotland, Spain and Israel. The Company launched its BlueWalker 3 (“BW3”) test satellite on September 10, 2022. On November 14, 2022, the Company announced the completion of the deployment of the communication array of the BW3 test satellite in orbit. The Company is continuing initial testing in efforts to achieve Cellular Broadband communications between the BW3 test satellite and a standard/unmodified cellular phone. 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 equity holders 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. Refer to Note 3: Business Combination for further information. 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 Class A common stock and Public 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 of AST LLC are being prepared on a consolidated basis with SpaceMobile. On September 6, 2022, the Company completed the sale of its 51 % interest in its former subsidiary NanoAvionika UAB (“Nano”) which was located in Lithuania. The accompanying audited consolidated financial statements include the results of operations and cash flows of Nano for the period from January 1, 2022 through September 6, 2022. Subsequent to September 6, 2022, the results and financial position of Nano were deconsolidated from the Company's audited consolidated financial statements. 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 non-binding 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, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation The accompanying audited 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 audited 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. 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 audited 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, geopolitical conflicts, and recent higher inflation and interest rates. 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 income (loss) wi thin 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 audited 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 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 As of December 31, 2022, restricted cash of $ 0.7 million represents deposits against the bank guaranty issued to the landlord for lease of a property. As of December 31, 2021, restricted cash of $ 2.8 million represented deposits with a bank to exclusively use for capital improvements at the Company’s facilities in Texas, United States. Accounts Receivable Accounts receivable include amounts billed and currently due from customers in connection with revenue generated by our former subsidiary, Nano. Accounts receivable are recorded when the right to consideration becomes unconditional. Following the deconsolidation of the results and financial position of Nano from the Company's audited consolidated financial statements on September 6, 2022, the Company did not generate any additional revenue and did not record any accounts receivable. 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 and restricted cash as of December 31, 2022 are subject to minimal credit risk. The Company’s former subsidiary, Nano, accounted for all of the Company’s revenue for the years ended December 31, 2022 and 2021, and derived its revenue from customers located in various countries. Four customers accounted for approximately 40 % of the Company’s revenue for the year ended December 31, 2022. Three customers accounted for approximately 42 % of the Company’s revenue for the year ended December 31, 2021 and 53 % of the Company’s trade receivables as of December 31, 2021. Prior to the sale of Nano, the Company managed credit risk and monitored its exposure to credit losses by reviewing the counterparties’ credit at least quarterly, and maintained allowances for credit losses and anticipated losses, if necessary. The Company’s methodology to measure the provision for credit losses considered 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 year ended December 31, 2021 due to the financial stability and creditworthiness of the Company's limited number of customers. Inventories Following the deconsolidation of the results and financial position of Nano from the Company's audited consolidated financial statements on September 6, 2022, the Company did not have any inventories as of December 31, 2022. Prior to the sale of Nano, inventories were stated at the lower of cost or net realizable value. Cost was determined by the first-in first-out ("FIFO") method. The cost of work-in-progress and finished goods was comprised of raw materials and satellite components, direct labor, and other direct engineering costs. The Company’s policy was 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 evaluated 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 were 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 year ended December 31, 2021. BlueWalker 3 Capitalization The Company accounts for research and development costs related to the BlueWalker 3 test satellite based on guidance in ASC 730 - Research and Development (“ASC 730”). The Company determined there is an alternative future use for the BW3 test satellite as defined in this guidance. As such, certain costs related to the assembly of the BW3 test satellite are capitalized and reported as construction-in-progress (“CIP”) on the audited Consolidated Balance Sheets. The Company capitalizes only those expenditures and ancillary costs that are directly attributable to assembly and testing and necessarily incurred to place the BW3 test satellite into its intended location and use. To date, capitalized expenditures include the costs for satellite parts, launch cost, and other non-recurring costs directly associated with the BW3 test satellite development. The other non-recurring costs primarily include third-party engineers who are hired solely for the design, assembly, and testing of the BW3 test satellite 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 audited Consolidated Balance Sheets, as th ese employees are not directly associated with the development of BW3 test satellite. The Company expects the BW3 test satellite to be ready for its intended use once the Company has established the technical feasibility of satellite broadband connectivity to unmodified cellular devices, at which point it will start depreciating the BW3 test satellite over its estimated useful life of two years. 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, including the BB satellites, consists of cost of materials and direct labor, and any other costs directly attributable to bringing the asset to a working condition and desired location for the intended use. During their construction, items of property and equipment are classified as CIP. The materials to be used in construction of BB satellites are classified as CIP. When the asset is available for use, it is transferred from CIP to the appropriate category of property and equipment and depreciation of the asset 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 audited 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 Buildings 30 years Computers, software, and equipment 2 to 5 years Leasehold improvements Shorter of estimated useful life or lease term Satellite antennas 5 years Lab, assembly, and integration equipment 5 to 10 years Others (1) 5 to 7 years (1) Includes vehicles, furniture and fixtures, and a phased array test facility. Goodwill and Long Lived Assets The Company's goodwill balance was eliminated following the deconsolidation of the results and financial position of Nano from the Company's audited consolidated financial statements on September 6, 2022. Prior to the deconsolidation, the Company evaluated goodwill for impairment annually, or more frequently if events or changes in circumstances indicated that the goodwill may be impaired. Goodwill was tested at the reporting unit level, which is considered an operating segment or one level below an operating segment. The Company has one reporting unit: AST LLC. 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 year ended December 31, 2021. Long-lived assets, except for goodwill, consist of property and equipment and operating lease right-of-use assets. Long-lived assets 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, 2022 and 2021. 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. Issued or modified warrants that meet all of the criteria for equity classification are recorded as a component of additional paid-in capital at the time of issuance. Issued or modified warrants that do not meet all the criteria for equity classification are recorded as a liability 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 audited 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 ap proximated fair value because of the short maturities of these instruments. For the Company’s outstanding debt, the carrying amount was higher than the estimated fair value as the contractual interest rate on the debt is lower than the current market interest rate. Revenue Recognition To date, the Company has not generated any revenues from its SpaceMobile Service. The Company's former subsidiary, Nano, generated revenue from the development and manufacture of satellite technology, and ancillary sales and services globally. Nano also sold individual satellite parts, subsystems, and software to be configured to customers’ satellites, and entered into “rideshare” type agreements whereby Nano provided hosted payload services using customers’ payloads integrated with Nano-owned satellite buses for scheduled launches. Accordingly, all revenue presented herein exclusively relates to Nano’s sales of goods and services. Following the completion of the sale of Nano on September 6, 2022, the Company does not expect to generate revenue in future periods until the initiation of its planned SpaceMobile Service. Revenue generated from Nano's sales of goods and services was recognized 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 recognized revenue for services provided over time as the Company’s performance does not result in an asset with an alternative use and the Company was entitled to be compensated for performance completed to date. The Company recognized revenue for services provided over time based on an output method, under which the total value of revenue was recognized based on each contract’s deliverable(s) as they were completed and when value was transferred to a customer. Certain of the Company’s performance obligations did not meet the criteria for over time recognition such as satellite hardware and subsystems. In these scenarios, the Company recognized revenue upon transfer of control of the performance obligation to the customer. The Company deferred revenue in the event all the performance obligations were not satisfied for which compensation was received. Revenue associated with unsatisfied performance obligations are contract liabilities, are recorded within other current liabilities in the audited Consolidated Balance Sheets, and are recognized once performance obligations are satisfied. Costs to obtain the Company’s contracts were capitalized and amortized in accordance with the pattern of transfer of the underlying goods or services, and typically included commissions paid to external parties or distributors. Sales commissions were considered incremental costs in obtaining a new contract and thus were capitalized. Costs to fulfill the Company’s contracts, such as the Company's overhead costs and third-party costs to manufacture, did not meet the specified capitalization criteria (i.e., did not generate or enhance resources of the Company) and as such were expensed as incurred. Costs to obtain and fulfill the Company’s contracts were immaterial as of December 31, 2022 and 2021 . Cost of Sales Cost of sales includes the purchase price of various products used and services performed to execute Nano’s sales contracts. Cost of sales also includes operational costs to fulfil Nano customer orders, including costs for Nano employees and overhead. Following the completion of the sale of Nano on September 6, 2022, the Company does not expect to generate revenue and incur associated cost of sales in future periods until the launch of its SpaceMobile Service. 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 audited 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. Th ere were no uncertain tax positions and no amounts accrued for interest and penalties as of December 31, 2022 and 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 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 TRA Holders 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 TRA Holders of AST LLC are the obligations of the Company, and not that of AST LLC. As of December 31, 2022 , 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 owned 51% of and controlled 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”) up to September 6, 2022. On September 6, 2022, the noncontrolling interest was eliminated in connection with the sale of the Company's interest in Nano. As of December 31, 2021, the noncontrolling interest in Nano was approximately 49.0%. 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 net income (loss) per share. Basic net income (loss) 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 net income (loss) 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 net loss per share calculation in periods where the Company reports a net loss as such dilutive securities have an anti-dilutive effect on net loss per share. Recently Adopted Accounting Pronouncements 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 adopted ASU 2021-04 on January 1, 2022. The adoption did not have a material impact on its audited 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 is 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 transactions. The Company adopted ASU 2021-10 on January 1, 2022. The adoption did not have a material 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. |
Business Combination
Business Combination | 12 Months Ended |
Dec. 31, 2022 | |
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 audited 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 had a controlling ownership interest in its former subsidiary, Nano, until September 6, 2022, 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 audited 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 audited consolidated financial statements. As a result of the Up-C structure, the noncontrolling interest is held by the Existing Equityholders who retained 71% of the economic ownership percentage of AST LLC. The noncontrolling interest is classified as permanent equity within the audited 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. As of December 31, 2022, the noncontrolling interest percentage in AST LLC was approximately 64.2 % . 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, 2022, 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, 2022 | |
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, 2022 and December 31, 2021 were as follows (in thousands): December 31, 2022 Level 1 Level 2 Level 3 Assets: Cash equivalents $ 230,651 $ - $ - Total assets measured at fair value $ 230,651 $ - $ - Liabilities: Public warrant liability $ 22,864 $ - $ - Private placement warrant liability - 16,082 - Total liabilities measured at fair value $ 22,864 $ 16,082 $ - 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 $ - As of December 31, 2022 and December 31, 2021, respectively, the Company had $ 239.3 million and $ 324.5 million of cash and cash equivalents and restricted cash, of which $ 230.7 million and $ 314.7 million , respectively, 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 12: Warrant Liabilities. As of December 31, 2022 and 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 Placement Warrants are valued using a Black-Scholes-Merton Model. As of December 31, 2022 and December 31, 2021, the Private Placement Warrants are classified as Level 2 as the transfer of Private Placement 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 Placement Warrant is equivalent to that of each Public Warrant. The Company’s Black-Scholes-Merton model to value Private Placement 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 Public Warrants, which as of December 31, 2022 and 2021 was 109.6 % and 75.6 % , respectively. |
Other Assets
Other Assets | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure Text Block Supplement [Abstract] | |
Other Assets | 5. Other Assets Other current assets consisted of the following at December 31, 2022 and December 31, 2021 (in thousands): December 31, 2022 December 31, 2021 Advances to suppliers $ 22,947 $ 3,073 VAT receivable 1,673 1,580 Others 334 197 Total other current assets $ 24,954 $ 4,850 Other non-current assets consisted of the following at December 31, 2022 and December 31, 2021 (in thousands): December 31, 2022 December 31, 2021 Launch deposits $ 14,750 $ - Others 1,652 559 Total other non-current assets $ 16,402 $ 559 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | 6. Property and Equipment Property and equipment, net consisted of the following at December 31, 2022 and December 31, 2021 (in thousands): As of December 31, 2022 2021 Land $ 1,350 $ 1,350 Buildings 10,268 - Computers, software, and equipment 3,153 2,810 Leasehold improvements 8,197 6,416 Satellite antennas 5,142 2,996 Lab, assembly, and integration equipment 13,657 10,301 Others (1) 1,707 1,345 Property and equipment, gross $ 43,474 $ 25,218 Accumulated depreciation ( 6,979 ) ( 3,592 ) Construction in progress BB satellite materials 10,721 - Other (2) 6,696 6,701 Property and equipment, net $ 53,912 $ 28,327 BlueWalker 3 satellite - construction in progress $ 92,077 $ 67,615 Total property and equipment, net $ 145,989 $ 95,942 (1) Includes vehicles, furniture and fixtures, and a phased array test facility. (2) Includes costs incurred for acquiring and constructing assembly and testing facilities, assembly and test equipment and ground infrastructure equipment not yet placed in service. Depreciation expense for the years ended December 31, 2022 and 2021 was approximately $ 4.6 million and $ 2.7 million , respectively. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Leases | 7. Leases The Company and its subsidiaries are lessees under various operating leases for certain office space, manufacturing facilities and equipment. 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 and have similar terms in which they may terminate the lease prior to the end date but must provide advanced notice. The Company recognizes right-of-use assets and lease liabilities associated with lease agreements with an initial term of 12 months or greater, while lease agreements with an initial term of 12 months or less are not recorded in the Company's audited Consolidated Balance Sheets. When reasonably certain that renewal options will be exercised, the Company includes lease payments associated with such options, including those that are exercisable at its discretion, in the measurement of its operating leases assets and liabilities. Midland Lease 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 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 table below sets forth information regarding the Company’s lease agreements with an initial term of greater than 12 months (dollars in thousands): Year ended December 31, 2022 2021 Operating lease right-of-use assets, net $ 7,671 $ 7,991 Operating lease liabilities $ 7,768 $ 8,159 Weighted-average remaining lease term (in years) 9.3 9.7 Weighted-average discount rate (1) 13.1 % 13.4 % (1) As the Company’s leases do not provide an implicit rate, the Company derives its incremental borrowing rate from information available at commencement date in determining the present value of future lease payments. To estimate incremental borrowing rates, the Company considers various factors, including the lowest grade of debt available in the marketplace for the same term as the associated lease(s). The Company generally recognizes lease costs associated with its operating leases on a straight-line basis over the lease term. The table below sets forth information regarding the Company's lease costs, which are included as general and administrative expenses in the Company's audited Consolidated Statements of Operations for the periods presented (in thousands): Year ended December 31, 2022 2021 Short-term operating lease expense $ 1,191 $ 440 Operating lease expense 939 563 Total lease expense $ 2,130 $ 1,003 As of December 31, 2022, the maturities of the Company’s operating lease liabilities were as follows (in thousands): 2023 $ 1,632 2024 1,543 2025 1,546 2026 1,563 2027 1,348 Thereafter 6,011 Total lease payments 13,643 Less effects of discounting ( 5,875 ) Present value of lease liabilities $ 7,768 The above operating lease payments exclude $ 9.9 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, 2022. Included in the Company's audited Consolidated Statements of Cash Flows under operating activities for the years ended December 31, 2022 and 2021 was $ 0.8 million and $ 0.5 million, respectively, of cash paid for amounts included in the measurement of lease liabilities. |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | 8. Goodwill The change in the carrying amount of goodwill for the years ended December 31, 2022 and 2021 is summarized as follows (in thousands): December 31, 2022 December 31, 2021 Balance at beginning of the period $ 3,641 $ 3,912 Translation adjustments ( 470 ) ( 271 ) Deconsolidation of Nano ( 3,171 ) - Balance at end of the period $ - $ 3,641 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | 9. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following at December 31, 2022 and 2021 (in thousands): As of December 31, 2022 2021 Salaries, wages and benefits $ 2,357 $ 2,983 Research and development 3,855 1,496 Other construction in progress 1,796 1,260 Deferred other income 2,499 - Others 2,638 1,730 Total accrued expenses and other current liabilities $ 13,145 $ 7,469 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Debt | 10. Debt Long-term debt Long-term debt consists of the following (in thousands): December 31, 2022 December 31, 2021 Term Loan $ 5,000 $ 5,000 Less: current portion ( 242 ) - Total long-term debt $ 4,758 $ 5,000 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. In connection with the purchase, AST & Science Texas, LLC entered into an agreement with Lone Star State Bank of West Texas (the “Credit Agreement”) to issue a term promissory note (the “Term Loan”) for $ 5.0 million with a maturity date of December 8, 2028 that is secured by the property. Borrowings under the Term Loan bear interest at a fixed rate equal to 4.20 % per annum until December 2026, and from December 2026 until December 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 in January 2022. Thereafter, outstanding principal and accrued interest will be due and payable in monthly installments of $ 40,000 , commencing in January 2023 and continuing until November 2028, with the final remaining balance of unpaid principal and interest due and payable in December 2028. As of December 31, 2022 and December 31, 2021, accrued interest payable in connection with this Term Loan was immaterial. As of December 31, 2021, the carrying amount of the Term Loan approximated its fair value as the contractual interest rate for the Term Loan was representative of the then market interest rate. As of December 31, 2022, the estimated fair value of the Term Loan is $ 4.3 million due to current higher market interest rates as compared to the contractual interest rate for the Term Loan. The fair value of the Term Loan is classified as Level 2 in the fair value hierarchy as the fair value is determined based on the market participants’ view of the yield on a similar loan. Annual future principal payments due on the Term Loan as of December 31, 2022 are as follows (in thousands): Fiscal Years Ending Amount 2023 $ 242 2024 252 2025 263 2026 274 2027 286 Thereafter 3,683 Total principal $ 5,000 Nano Business Credit Agreement On December 8, 2021, the Company’s former 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. Borrowings under the agreement bore interest at a rate per annum equal to the EURIBOR plus 3.00 %. Upon closing of the Nano Share Sale on September 6, 2022, the full outstanding balance under the Business Credit Agreement was repaid by the acquiror in accordance with the sale and purchase agreement. Refer to Note 16 fo r further information on the sale of Nano. |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from Contract with Customer [Text Block] | 11. Revenue Disaggregation of Revenue The Company’s former subsidiary, Nano, recognized revenue related to sales of manufactured small satellites and their components, as well as launch-related services. This was the Company’s only source of revenue during the period up and until the sale of Nano on September 6, 2022. Nano’s results of operations were included through September 6, 2022, at which point Nano was deconsolidated (refer to Note 16: Nano Sale for further information). Revenue recognized over time versus revenue recognized upon transfer during the years ended December 31, 2022 and 2021 was as follows (in thousands): Year ended December 31, 2022 2021 Revenue from performance obligations recognized over time $ 12,491 $ 8,400 Revenue from performance obligations recognized at point-in-time transfer 1,334 4,005 Total $ 13,825 $ 12,405 Contract Balances Contract assets relate to the Company's conditional right to consideration for its completed performance under the contract. As of December 31, 2022 and 2021, the Company had no material contract assets. Contract 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, 2022 Beginning Balance $ 6,636 Revenue recognized that was included in the contract liability at the beginning of the year ( 2,426 ) Increase, excluding amounts recognized as revenue during the period 3,899 Deconsolidation of Nano ( 8,109 ) Ending Balance $ - |
Warrant Liabilities
Warrant Liabilities | 12 Months Ended |
Dec. 31, 2022 | |
Warrant Liabilities | |
Warrant Liabilities | 12. 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 Public Warrant exercise price. If the foregoing conditions are satisfied and the Company issues a notice of redemption of the warrants, each Public 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, 2022, 1,200 Public Warrants were exercised at a price of $ 11.50 per share, resulting in cash proceeds of approximatel y $ 13,800 and the issuance of 1,200 shares of Class A common stock. In addition, 50,000 Private Placement Warrants were converted to Public Warrants. At December 31, 2022, there were 11,547,600 Public Warrants and 6,050,000 Private Placement Warrants outstanding. As of December 31, 2021, there were 11,498,800 Public Warrants and 6,100,000 Private Placement Warrants outstanding. As of December 31, 2022 and December 31, 2021, the Company recorded warrant liabilities of $ 38.9 million and $ 58.1 million in the audited Consolidated Balance Sheets, respectively. For the years ended December 31, 2022 and 2021, the Company recognized a gain of $ 19.1 million and $ 15.8 million , respectively, on the change in the fair value of the warrant liabilities in the audited Consolidated Statements of Operations. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 13. Commitments and Contingencies Purchase Commitments As of December 31, 2022, the Company had purchase commitments of approximately $ 49.5 million , primarily related to R&D programs, capital improvements and procurement of BB satellite components. 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, 2022 and 2021. Delaware Section 205 Petition On April 1, 2021, the stockholders of New Providence Acquisition Corp. (“NPA”), the predecessor to the Company, voted in favor of approving the proposal to amend and restate the Company’s certificate of incorporation (the “Charter Proposal”). A recent ruling by the Delaware Court of Chancery introduced uncertainty as to whether Section 242(b)(2) of the Delaware General Corporation Law (the “DGCL”) would have required the Charter Proposal to be approved by separate votes of the majority of the then-outstanding shares of Class A common stock and Class B common stock. The Company had been proceeding with the understanding that the Charter Proposal and the amended and restated certificate of incorporation are valid. In light of this ruling, however, and to resolve potential uncertainty with respect to the Company’s capital structure, on February 16, 2023, the Company filed a petition in the Delaware Court of Chancery pursuant to Section 205 of the DGCL seeking (i) the validation of the April 1, 2021 stockholder vote approving the proposal to amend and restate the Company’s certificate of incorporation, as amended to give effect to the Charter Proposal (including its filing and effectiveness, in each case as of April 6, 2021) (the “New Charter”) and (ii) the validation and declaration of effectiveness of (a) the Company’s certificate of incorporation, as amended to give effect to the Charter Proposal (including its filing and effectiveness, in each case as of April 6, 2021) (the “New Charter”) and (b) the securities issued or to be issued in reliance on the approval of the Charter Proposal and/or the validity of the New Charter, as of the respective dates of issuance to resolve any uncertainty with respect to those matters (captioned, In re AST SpaceMobile, Inc., C.A. No. 2023-0202-LWW (Del. Ch.) ). On March 14, 2023, the Court of Chancery approved the Company’s request for relief and entered an order under Section 205 of DGCL (1) declaring the Company’s New Charter, including the filing and effectiveness thereof, as validated and effective retroactive to the date of its filing with the Office of the Secretary of State of the State of Delaware on April 6, 2021, and all amendments effected thereby and (2) ordering that the Company’s securities (and the issuance of the securities) described in the petition and other securities issued in reliance of the validity of the New Charter are validated and declared effective, each as of the original issuance date. |
Stockholders_ Equity
Stockholders’ Equity | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Stockholders’ Equity | 14. Stockholders’ Equity The audited 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, 2022, there were 71,819,926 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, 2022, there were 50,041,757 s hares 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. 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. Avellan), a corresponding number of shares of Class B common stock held by such Existing Equityholders will be cancelled. Class C Common Stock At December 31, 2022, there were 78,163,078 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. 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 any AST LLC Common Units held by Mr. Avellan, a corresponding number of shares of Class C common stock held by Mr. Avellan will be cancelled. Correspondingly, the Super-Voting Rights associated with such shares of Class C common stock will be terminated. Preferred Stock At December 31, 2022 , 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 AST LLC owned 51.0 % of and controlled Nano up and until the sale of Nano on September 6, 2022. As a result, the Company consolidated the financial results of Nano and reported noncontrolling interests representing the equity interests held by equity-holders other than the Company in the December 31, 2021 audited Consolidated Balance Sheet. As of December 31, 2021, the noncontrolling interest in Nano was approximately 49.0 %. In connection with the sale of Nano on September 6, 2022, the noncontrolling interest in Nano was deconsolidated. Ref er to Note 16 for further information. There were no changes to the noncontrolling interest percentage in Nano during the years ended December 31, 2021 and during 2022 up to the date of sale of Nano on September 6, 2022. 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 audited 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, 2022 and 2021, there was a change in the noncontrolling interest percentage primarily as a result of the issuance of shares under the Common Stock Purchase Agreement with B. Riley Principal Capital, LLC, the Equity Distribution Agreement with Evercore Group L.L.C. and B. Riley Securities, Inc and the Common Stock Offering noted below. As of December 31, 2022, the noncontrolling interest percentage in AST LLC was approximately 64.2 % . Changes in the Company’s ownership interest in AST LLC while retaining control of AST LLC are accounted for as equity transactions. Each issuance of the Company's Class A Common Stock is accompanied by a corresponding issuance of AST LLC Common Units to the Company, which results in changes in ownership and reduction in noncontrolling interest. At December 31, 2022, there were 11,547,600 Public Warrants and 6,050,000 Private Placement Warrants outstanding (see Note 12: Warrant Liabilities 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 15: Stock-Based Compensation for further details), that are exercisable for AST 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. Common Stock Purchase Agreement On May 6, 2022, the Company entered into a Common Stock Purchase Agreement and a Registration Rights Agreement (collectively referred to as the “Common Stock Purchase Agreement”) with B. Riley Principal Capital, LLC (“B. Riley”). Pursuant to the Common Stock Purchase Agreement, the Company has the right, in its sole discretion, to sell to B. Riley up to $ 75.0 million of shares of the Company’s Class A common stock at 97 % of the volume weighted average price (“VWAP”) of the Class A common stock calculated in accordance with the Common Stock Purchase Agreement, over a period of 24 months subject to certain limitations and conditions contained in the Common Stock Purchase Agreement. Sales and timing of any sales of Class A common stock are solely at the election of the Company, and the Company is under no obligation to sell any securities to B. Riley under the Common Stock Purchase Agreement. As consideration for B. Riley’s commitment to purchase shares of the Company’s Class A common stock, the Company has issued 43,938 shares of its Class A common stock as commitment shares and will issue up to an aggregate of 43,938 shares of its Class A common stock if certain conditions are met. Other than the issuance of commitment shares of the Class A common stock to B. Riley, the Company issued 1,756,993 s hares of its Class A common stock as of December 31, 2022, aggregating to net proceeds of $ 13.4 million under the Common Stock Purchase Agreement. Proceeds from the sale of the Company’s Class A common stock under the Common Stock Purchase Agreement were and are expected to continue to be used for general corporate purposes. During the year ended December 31, 2022, the Company incurred an aggregate cost of $ 1.4 million in connection with the Common Stock Purchase Agreement which is included in other income (expense), net in the audited Consolidated Statement of Operations. These costs include the transaction costs incurred in connection with execution of the Common Stock Purchase Agreement, fair value of commitment shares issued to B. Riley, and commissions paid to B. Riley for sale of shares of Class A common stock. Equity Distribution Agreement On September 8, 2022, the Company entered into an Equity Distribution Agreement (the “Sales Agreement” or “At The Market Equity Program”) with Evercore Group L.L.C. and B. Riley Securities, Inc. (collectively, the “agents”) to sell shares of the Company’s Class A common stock having an aggregate sale price of up to $ 150.0 million through an “at the market offering” program under which the agents act as sales agents. The sales of the shares made under the Sales Agreement may be made by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415 promulgated under the Securities Act of 1933, as amended. The agents sell the Company’s Class A common stock based upon the Company’s instructions (including any price, time or size limits or other customary parameters or conditions the Company may impose). Under the Sales Agreement, the agents are entitled to total compensation at a commission rate of up to 3.0 % of the gross sales price per share sold. Under the Sales Agreement, the Company issued 2,697,091 shares of its Class A common stock as of December 31, 2022, aggregating to proceeds of $ 20.0 million , net of commissions paid to the agents and transaction costs. During the year ended December 31, 2022, the Company paid commission of $ 0.6 million to the agents with respect to such sales and incurred initial transaction costs of $ 1.1 million . Proceeds from the sale of the Company’s Class A common stock under the Sales Agreement were and are expected to continue to be used for general corporate purposes. Common Stock Offering On December 2, 2022, the Company issued 13,636,364 shares of Class A Common Stock in a public offering and received proceeds of $ 68.6 million , net of underwriting commissions of $ 5.3 million and transaction costs of $ 1.1 million . The Company provided a 30-day option to the underwriting agent to purchase up to an additional 2,045,454 shares to cover over-allotments, if any. The over-allotment option was not exercised. Pr oceeds from the sale of the Company’s Class A common stock under the Common Stock Offering were and are expe cted to be used for general corporate purposes. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | 15. 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 audited Consolidated Statements of Operations and Balance Sheets (in thousands): Year ended December 31, 2022 2021 Engineering services $ 5,026 $ 2,036 General and administrative costs 4,365 1,700 BlueWalker 3 satellite - construction in progress (1) ( 45 ) 38 Total $ 9,346 $ 3,774 (1) For the year ended December 31, 2022 stock-based compensation was reversed as a result of forfeiture of options previously provided to a 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, except that in lieu of ordinary shares, holders of options under the AST LLC Incentive Plan have the right to exercise for AST LLC common units, which may then be converted into shares of the Company’s Class A common stock. 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, 2022, 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, 2022, there were 10,767,799 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, 2022: Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (years) Aggregate Intrinsic Value Outstanding at December 31, 2021 12,359,322 $ 0.83 7.67 $ 87,882,197 Granted - - Exercised ( 667,553 ) 0.10 Cancelled or forfeited ( 923,970 ) 1.37 Outstanding at December 31, 2022 10,767,799 $ 0.83 5.87 $ 42,994,264 Options exercisable as of December 31, 2022 8,122,559 $ 0.51 5.44 $ 35,027,302 Vested and expected to vest at December 31, 2022 9,388,382 $ 0.87 5.67 $ 37,040,735 The following table summarizes the Company’s unvested option activity for the year ended December 31, 2022: Number of Shares Weighted-Average Grant Date Fair Value Unvested at December 31, 2021 5,188,990 $ 0.64 Granted - - Vested ( 1,798,816 ) 0.46 Forfeited ( 744,934 ) 0.51 Unvested at December 31, 2022 2,645,240 $ 0.80 The weighted-average grant-date fair value per share of stock options granted during the year ended December 31, 2021 was $ 4.15 . The total intrinsic value of options exercised during the year ended December 31, 2022 was $ 3.1 million . As of December 31, 2022, total unrecognized compensation expense related to the unvested stock options was $ 1.7 million, which is expected to be recognized over a weighted average period of 1.87 years. 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. There were no stock options granted during the year ended December 31, 2022 under the AST LLC Incentive Plan. 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, 2022, there were 3,697,649 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, 2022: Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (years) Aggregate Intrinsic Value Outstanding at December 31, 2021 1,889,115 $ 10.35 9.70 $ ( 4,549,597 ) Granted 2,073,150 9.20 Exercised - - Cancelled or forfeited ( 264,616 ) 10.27 Outstanding at December 31, 2022 3,697,649 $ 9.71 9.07 ( 18,077,872 ) Options exercisable as of December 31, 2022 738,053 $ 10.23 8.15 ( 3,993,150 ) Vested and expected to vest at December 31, 2022 3,614,449 $ 9.66 9.06 ( 17,478,832 ) The following table summarizes the Company’s unvested option activity for the year ended December 31, 2022: Number of Shares Weighted-Average Grant Date Fair Value Unvested at December 31, 2021 1,803,344 $ 4.41 Granted 2,073,150 4.16 Vested ( 666,424 ) 4.28 Forfeited ( 250,474 ) 4.42 Unvested at December 31, 2022 2,959,596 $ 4.26 The weighted-average grant-date fair value per share of stock options granted during the years ended December 31, 2022 and 2021 was $ 4.16 and $ 4.40 , respectively. As of December 31, 2022, total unrecognized compensation expense related to the unvested stock options was $ 11.2 million, which is expected to be recognized over a weighted average period of 3.17 years. 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 years ended December 31, 2022 and 2021, presented on a weighted average basis: Year ended December 31, 2022 Year ended December 31, 2021 Exercise price $ 9.20 $ 10.35 Fair market value $ 4.16 $ 4.40 Expected dividend yield 0.0 % 0.0 % Expected term (in years) 6.1 6.1 Expected volatility 42.13 % 42.38 % Weighted-average risk-free rate 3.24 % 1.11 % Restricted Stock Units As of December 31, 2022, there were 3,246,220 restricted 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, 2022: Number of Shares Weighted-Average Grant Date Fair Value Unvested at December 31, 2021 1,686,031 $ 10.14 Granted 2,047,139 9.25 Vested ( 411,450 ) 9.77 Forfeited ( 75,500 ) 9.27 Unvested at December 31, 2022 3,246,220 $ 9.65 As of December 31, 2022, total unrecognized compensation expense related to the unvested restricted stock units was $ 15.1 million, which is expected to be recognized over a weighted average period of 2.96 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, 2022, the Company had not issued any awards under the ESPP. |
Nano Sale
Nano Sale | 12 Months Ended |
Dec. 31, 2022 | |
Noncontrolling Interest [Abstract] | |
Nano Sale | 16. Nano Sale On July 2, 2022, AST LLC entered into a share sale and purchase agreement (the “Share Sale and Purchase Agreement”) for sale of its 51 % interest in its former subsidiary, Nano (the “Share Sale”) to Kongsberg Defence & Aerospace AS, a private limited liability company incorporated under the laws of Norway. The Share Sale and Purchase Agreement provided for a purchase price of € 65.0 million in total enterprise value for the purchase of Nano. On September 6, 2022, AST LLC completed the Share Sale and received proceeds, net of transaction costs and working capital adjustm ents, of $ 26.6 million. In connection with closing of the Share Sale, AST LLC also entered into a cooperation agreement with Nano relating to ongoing commercial arrangements in the normal course of business. After completion of the Share Sale, Nano is no longer a related party of the Company. The carrying amount of assets of $ 17.6 million, liabilities of $ 15.1 million, and noncontrolling interests of $ 1.3 million attributable to Nano were deconsolidated on the date of sale and there are no remaining carrying amounts on the Company’s audited Consolidated Balance Sheets as of December 31, 2022 . Upon completion of the Share Sale, the Company recognized a net gain of $ 24.5 million, including the reclassification of accumulated translation adjustments of ($ 0.7 ) million attributable to Nano, which is included in other income (expense), net in the audited Consolidated Statement of Operations. Income from operations from Nano is presented in the Company's audited Consolidated Statement of Operations through the date of the Share Sale. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 17. Income Taxes 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 audited consolidated financial statements. The Company has operations in Scotland, Spain, Israel and Lithuania (through September 6, 2022) with tax filings in each foreign jurisdiction. Income Tax Expense The components of loss before income taxes were as follows (in thousands): Year ended December 31, 2022 2021 United States $ ( 98,774 ) $ ( 70,396 ) Foreign ( 3,722 ) ( 2,534 ) Total $ ( 102,496 ) $ ( 72,930 ) The income tax expense (benefit) was as follows (in thousands): Year ended December 31, 2022 2021 Current: Federal $ - $ - State - - Foreign 617 331 Total current 617 331 Deferred: Federal - - State - - Foreign - - Total deferred - - Total income tax provision $ 617 $ 331 The differences between the effective income tax rate and the statutory U.S. federal income tax rate are as follows: Year ended December 31, 2022 2021 Statutory U.S. federal income tax rate 21 % 21 % Income (loss) attributable to noncontrolling interest ( 16 )% ( 19 )% Changes in fair value of warrant liabilities 4 % 5 % Change in valuation allowance ( 10 )% ( 99 )% Business Combination 0 % 89 % R&D credit 2 % 0 % Other ( 2 )% 3 % Effective income tax rate ( 1 )% 0 % 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 (in thousands): As of December 31, 2022 2021 Deferred tax assets: Net operating loss carryforwards $ 11,788 $ 8,212 Basis difference in the equity of AST LLC 79,396 62,717 Other 3,680 1,495 Total deferred tax assets 94,864 72,425 Valuation allowance ( 94,864 ) ( 72,425 ) Net deferred tax assets $ - $ - At December 31, 2022 the Company had unused federal net operating loss carryforwards (gross) for federal income tax purposes of approxim ately $ 44.4 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 $ 3.1 million, $ 0.7 million of which expire in 2041 . The remaining $ 2.4 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 $ 9.5 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, 2022 and 2021 the Company's valuation allowance was $ 94.9 million and $ 72.4 million, respectively. The change from December 31, 2021 to December 31, 2022 was primarily driven by the basis difference in the equity of AS T LLC. Unrecognized Tax Benefits. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2022. 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. As of December 31, 2022 , there have been no TRA liabilities recorded. |
Net Loss per Share
Net Loss per Share | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | 18. Net Loss per Share Basic and diluted net loss per share attributable to the holders of Class A Common Stock is computed by dividing net loss attributable to common stockholders by the weighted-average number of shares of Class A Common Stock outstanding during the period. 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 loss 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 audited consolidated financial statements. Therefore, the basic and diluted net loss per share for the year ended December 31, 2021 represent 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 net loss per share of Class A Common Stock (in thousands, except share data): Year Ended December 31, 2022 2021 Numerator Net loss before allocation to noncontrolling interest $ ( 103,113 ) $ ( 73,261 ) Net loss attributable to AST LLC pre Business Combination - ( 11,580 ) Net loss attributable to the noncontrolling interest post Business Combination ( 71,473 ) ( 42,708 ) Net loss attributable to common stockholders - basic and diluted $ ( 31,640 ) $ ( 18,973 ) Denominator Weighted-average shares of Class A Common Stock outstanding - basic and diluted 54,437,073 51,729,785 Net loss per share attributable to holders of Class A Common Stock - basic and diluted $ ( 0.58 ) $ ( 0.37 ) At December 31, 2022, the Company excluded from the calculation of diluted net loss per share 50,041,757 shares of Class B Common Stock, 78,163,078 shares of Class C Common Stock, 11,547,600 Public Warrants, 6,050,000 Private Placement Warrants, and 1,457,000 unvested performance-based restricted stock units as their effect would have been to reduce the net loss per share. Therefore, the weighted-average number of shares of Class A Common Stock outstanding used to calculate both basic and diluted net loss per share of Class A Common Stock is the same. 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 loss per share of Class B and Class C Common Stock under the two-class method has not been presented. |
Related Parties
Related Parties | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | 19. Related Parties 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 € 1.5 million, whereby Nano had the ability to draw up to € 0.8 million at a time subject to certain conditions. The loan bore 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 were due and payable upon the issuance and/or sale of equity securities of Nano, and each calendar quarter if Nano’s consolidated cash exceeded € 4.0 million, with the final remaining balance of unpaid principal and interest due on December 1, 2023. The Nano Financing Agreement was accounted for as an intercompany transaction in the Company’s audited consolidated financial statements. Upon closing of the Nano Share Sale on September 6, 2022, the full outstanding balance of $ 0.5 million was repaid and the Nano Financing Agreement was terminated. InMotion Holdings LLC Prior to the Nano Share Sale, InMotion Holdings, LLC, a Delaware limited liability company (“InMotion”) wholly-owned by the Company’s Chief Executive Officer and Chairman of the Board, Mr. Avellan, owned 13 % interest on a fully-diluted basis of Nano. Pursuant to the terms of the Share Sale and Purchase Agreement, InMotion received approximately € 8.0 million on account of the option it held to acquire shares of Nano. The Company does not have any ownership interest in InMotion and did not receive any of these proceeds. Pursuant to the terms of a service agreement between Nano Lithuania and InMotion dated March 1, 2018 (the “InMotion Services Agreement”), InMotion agreed to provide consulting services including but not limited to marketing, sale support and general management support to Nano. The Services Agreement was terminated upon completion of the Nano Share Sale and no payments were made under the InMotion Services Agreement. Support 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 Company's Board of Directors, is the Chief Executive Officer, whereby Finser provided the Company certain consulting and administrative support services. The Company incurred less than $ 0.1 million an d $ 0.3 milli on in consulting services for the years ended December 31, 2022 and 2021, respectively. These costs were included within the general and administrative costs on the audited Consolidated Statements of Operations. The agreement terminated on June 30, 2022. 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 AST LLC 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 the obligations under the Vodafone Commercial Agreements with certain exceptions; (ii) to allocate sufficient funds in the capital budget to facilitate compliance with the obligations under the Vodafone Commercial Agreements; and (iii) not to alter the business plan in a manner that is materially detrimental to AST LLC’s ability to satisfy the 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. On March 22, 2022, AST LLC and American Tower entered into a non-binding term sheet reflecting the terms and conditions for the deployment of AST LLC gateway satellite technology equipment on property owned and operated by American Tower. Under the agreement, American Tower will provide AST LLC leased space and managed services at its current and future tower sites and data centers under the global master lease agreement to be entered into by the parties. 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 our deployed gateway facility in such market. In Carrier Neutral Markets where the Company 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 the Company 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 multiple input multiple output (“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 our successors. Furthermore, AST LLC will make $ 5.0 million (or such lesser amount as mutually agreed upon the parties) in capital investments towards the design, assembly, 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. Rakuten has the right to designate two individuals to the Company’s Board of Directors. Currently, Rakuten’s designees are Hiroshi Mikitani, Founder, Chairman and Chief Executive Officer, Rakuten, Inc., and Tareq Amin, Chief Executive Officer, Rakuten Mobile. The Rakuten Agreement includes key performance indicators (“KPIs”) associated with the number of satellites launched, timing and coverage of the SpaceMobile Service in Japan in a phased manner that AST LLC must meet. If the applicable KPIs are not met for the last two phases noted in the Rakuten Agreement by June 2023, or if AST LLC becomes subject to any bankruptcy proceeding or becomes insolvent, AST LLC shall pay to Rakuten an amount of $ 10.0 million. Payment of the amount can be made in the form of a promissory note with 8.0 % interest per annum payable in 12 quarterly installments over a three year term, which can be prepaid at AST LLC’s election. The term of the Raku ten Agreement shall remain in effect until AST LLC fulfills obligations under the Rakuten Agreement. No payments have been made to date between AST LLC and Rakuten under the Rakuten Agreement. As of December 31, 2022 and as of the date of this filing, AST LLC does not expect to meet the applicable KPIs stated in the Rakuten Agreement by June 2023. AST LLC and Rakuten are in discussions in light of the Company’s current business plan, planned deployment, and commercialization strategy. However, there can be no assurance that Rakuten will agree to amend or waive the $ 10.0 million payment that would be due for not meeting the KPIs. Accordingly, it is reasonably possible that the Company may incur an estimated liability of $ 10.0 million in June 2023. Agreement with former Chief Financial Officer and Director On May 16, 2022, the Company entered into a consulting agreement by and between the Company, AST LLC, and Thomas Severson, the former Chief Financial Officer, Chief Operating Officer and Director of the Company (the “Consulting Agreement”) to assist with the transition of his duties. Under the Consulting Agreement, Mr. Severson agreed to provide consulting services through April 6, 2023, and the Company agreed to reimburse any of Mr. Severson’s reasonable out-of-pocket expenses. Mr. Severson also agreed to certain transfer restrictions relating to the Company’s securities. Mr. Severson subsequently indicated to the Company that he was no longer able to provide consulting services and as of July 22, 2022, pursuant to the terms of the Consulting Agreement, Mr. Severson ceased performing consulting services for the Company. Further, on May 16, 2022, the Company extended a non-recourse loan in the amount of $ 1.0 million at an interest rate of 8.00 % per annum to Mr. Severson. The loan was paid in full by Mr. Severson during December 2022. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | 20. Subsequent Events On February 3, 2023, AST LLC entered into a Launch Services Agreement (the “2023 Launch Agreement”) with Space Exploration Technologies Corp. (“SpaceX”) relating to the launch of the first five Block 1 BB satellites. The 2023 Launch Agreement superseded both the March 3, 2022 Multi-Launch Agreement and the March 3, 2022 BlueBird 1 Launch Services Agreement between the parties. The exact timing of the launch, which is expected to carry five Block 1 BB satellites, is contingent on a number of factors, including satisfactory and timely completion of construction and testing of the five Block 1 BB satellites and other factors, many of which are beyond the Company's control. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying audited 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 audited 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. 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 audited 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, geopolitical conflicts, and recent higher inflation and interest rates. |
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 income (loss) wi thin 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 audited 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 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 As of December 31, 2022, restricted cash of $ 0.7 million represents deposits against the bank guaranty issued to the landlord for lease of a property. As of December 31, 2021, restricted cash of $ 2.8 million represented deposits with a bank to exclusively use for capital improvements at the Company’s facilities in Texas, United States. |
Accounts Receivable | Accounts Receivable Accounts receivable include amounts billed and currently due from customers in connection with revenue generated by our former subsidiary, Nano. Accounts receivable are recorded when the right to consideration becomes unconditional. Following the deconsolidation of the results and financial position of Nano from the Company's audited consolidated financial statements on September 6, 2022, the Company did not generate any additional revenue and did not record any accounts receivable. |
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 and restricted cash as of December 31, 2022 are subject to minimal credit risk. The Company’s former subsidiary, Nano, accounted for all of the Company’s revenue for the years ended December 31, 2022 and 2021, and derived its revenue from customers located in various countries. Four customers accounted for approximately 40 % of the Company’s revenue for the year ended December 31, 2022. Three customers accounted for approximately 42 % of the Company’s revenue for the year ended December 31, 2021 and 53 % of the Company’s trade receivables as of December 31, 2021. Prior to the sale of Nano, the Company managed credit risk and monitored its exposure to credit losses by reviewing the counterparties’ credit at least quarterly, and maintained allowances for credit losses and anticipated losses, if necessary. The Company’s methodology to measure the provision for credit losses considered 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 year ended December 31, 2021 due to the financial stability and creditworthiness of the Company's limited number of customers. |
Inventories | Inventories Following the deconsolidation of the results and financial position of Nano from the Company's audited consolidated financial statements on September 6, 2022, the Company did not have any inventories as of December 31, 2022. Prior to the sale of Nano, inventories were stated at the lower of cost or net realizable value. Cost was determined by the first-in first-out ("FIFO") method. The cost of work-in-progress and finished goods was comprised of raw materials and satellite components, direct labor, and other direct engineering costs. The Company’s policy was 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 evaluated 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 were 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 year ended December 31, 2021. |
BlueWalker 3 Capitalization | BlueWalker 3 Capitalization The Company accounts for research and development costs related to the BlueWalker 3 test satellite based on guidance in ASC 730 - Research and Development (“ASC 730”). The Company determined there is an alternative future use for the BW3 test satellite as defined in this guidance. As such, certain costs related to the assembly of the BW3 test satellite are capitalized and reported as construction-in-progress (“CIP”) on the audited Consolidated Balance Sheets. The Company capitalizes only those expenditures and ancillary costs that are directly attributable to assembly and testing and necessarily incurred to place the BW3 test satellite into its intended location and use. To date, capitalized expenditures include the costs for satellite parts, launch cost, and other non-recurring costs directly associated with the BW3 test satellite development. The other non-recurring costs primarily include third-party engineers who are hired solely for the design, assembly, and testing of the BW3 test satellite 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 audited Consolidated Balance Sheets, as th ese employees are not directly associated with the development of BW3 test satellite. The Company expects the BW3 test satellite to be ready for its intended use once the Company has established the technical feasibility of satellite broadband connectivity to unmodified cellular devices, at which point it will start depreciating the BW3 test satellite over its estimated useful life of two years. |
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, including the BB satellites, consists of cost of materials and direct labor, and any other costs directly attributable to bringing the asset to a working condition and desired location for the intended use. During their construction, items of property and equipment are classified as CIP. The materials to be used in construction of BB satellites are classified as CIP. When the asset is available for use, it is transferred from CIP to the appropriate category of property and equipment and depreciation of the asset 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 audited 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 Buildings 30 years Computers, software, and equipment 2 to 5 years Leasehold improvements Shorter of estimated useful life or lease term Satellite antennas 5 years Lab, assembly, and integration equipment 5 to 10 years Others (1) 5 to 7 years (1) Includes vehicles, furniture and fixtures, and a phased array test facility. |
Goodwill and Long Lived Assets | Goodwill and Long Lived Assets The Company's goodwill balance was eliminated following the deconsolidation of the results and financial position of Nano from the Company's audited consolidated financial statements on September 6, 2022. Prior to the deconsolidation, the Company evaluated goodwill for impairment annually, or more frequently if events or changes in circumstances indicated that the goodwill may be impaired. Goodwill was tested at the reporting unit level, which is considered an operating segment or one level below an operating segment. The Company has one reporting unit: AST LLC. 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 year ended December 31, 2021. Long-lived assets, except for goodwill, consist of property and equipment and operating lease right-of-use assets. Long-lived assets 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, 2022 and 2021. |
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. Issued or modified warrants that meet all of the criteria for equity classification are recorded as a component of additional paid-in capital at the time of issuance. Issued or modified warrants that do not meet all the criteria for equity classification are recorded as a liability 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 audited 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 ap proximated fair value because of the short maturities of these instruments. For the Company’s outstanding debt, the carrying amount was higher than the estimated fair value as the contractual interest rate on the debt is lower than the current market interest rate. |
Revenue Recognition | Revenue Recognition To date, the Company has not generated any revenues from its SpaceMobile Service. The Company's former subsidiary, Nano, generated revenue from the development and manufacture of satellite technology, and ancillary sales and services globally. Nano also sold individual satellite parts, subsystems, and software to be configured to customers’ satellites, and entered into “rideshare” type agreements whereby Nano provided hosted payload services using customers’ payloads integrated with Nano-owned satellite buses for scheduled launches. Accordingly, all revenue presented herein exclusively relates to Nano’s sales of goods and services. Following the completion of the sale of Nano on September 6, 2022, the Company does not expect to generate revenue in future periods until the initiation of its planned SpaceMobile Service. Revenue generated from Nano's sales of goods and services was recognized 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 recognized revenue for services provided over time as the Company’s performance does not result in an asset with an alternative use and the Company was entitled to be compensated for performance completed to date. The Company recognized revenue for services provided over time based on an output method, under which the total value of revenue was recognized based on each contract’s deliverable(s) as they were completed and when value was transferred to a customer. Certain of the Company’s performance obligations did not meet the criteria for over time recognition such as satellite hardware and subsystems. In these scenarios, the Company recognized revenue upon transfer of control of the performance obligation to the customer. The Company deferred revenue in the event all the performance obligations were not satisfied for which compensation was received. Revenue associated with unsatisfied performance obligations are contract liabilities, are recorded within other current liabilities in the audited Consolidated Balance Sheets, and are recognized once performance obligations are satisfied. Costs to obtain the Company’s contracts were capitalized and amortized in accordance with the pattern of transfer of the underlying goods or services, and typically included commissions paid to external parties or distributors. Sales commissions were considered incremental costs in obtaining a new contract and thus were capitalized. Costs to fulfill the Company’s contracts, such as the Company's overhead costs and third-party costs to manufacture, did not meet the specified capitalization criteria (i.e., did not generate or enhance resources of the Company) and as such were expensed as incurred. Costs to obtain and fulfill the Company’s contracts were immaterial as of December 31, 2022 and 2021 . |
Cost of Sales | Cost of Sales Cost of sales includes the purchase price of various products used and services performed to execute Nano’s sales contracts. Cost of sales also includes operational costs to fulfil Nano customer orders, including costs for Nano employees and overhead. Following the completion of the sale of Nano on September 6, 2022, the Company does not expect to generate revenue and incur associated cost of sales in future periods until the launch of its SpaceMobile Service. |
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 audited 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. Th ere were no uncertain tax positions and no amounts accrued for interest and penalties as of December 31, 2022 and 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 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 TRA Holders 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 TRA Holders of AST LLC are the obligations of the Company, and not that of AST LLC. As of December 31, 2022 , 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 owned 51% of and controlled 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”) up to September 6, 2022. On September 6, 2022, the noncontrolling interest was eliminated in connection with the sale of the Company's interest in Nano. As of December 31, 2021, the noncontrolling interest in Nano was approximately 49.0%. 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 net income (loss) per share. Basic net income (loss) 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 net income (loss) 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 net loss per share calculation in periods where the Company reports a net loss as such dilutive securities have an anti-dilutive effect on net loss per share. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements |
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 adopted ASU 2021-04 on January 1, 2022. The adoption did not have a material impact on its audited 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 is 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 transactions. The Company adopted ASU 2021-10 on January 1, 2022. The adoption did not have a material 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, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Estimated Useful Lives | Estimated Useful Life Buildings 30 years Computers, software, and equipment 2 to 5 years Leasehold improvements Shorter of estimated useful life or lease term Satellite antennas 5 years Lab, assembly, and integration equipment 5 to 10 years Others (1) 5 to 7 years (1) Includes vehicles, furniture and fixtures, and a phased array test facility. |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022 and December 31, 2021 were as follows (in thousands): December 31, 2022 Level 1 Level 2 Level 3 Assets: Cash equivalents $ 230,651 $ - $ - Total assets measured at fair value $ 230,651 $ - $ - Liabilities: Public warrant liability $ 22,864 $ - $ - Private placement warrant liability - 16,082 - Total liabilities measured at fair value $ 22,864 $ 16,082 $ - 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 $ - |
Other Assets (Tables)
Other Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Other Assets [Abstract] | |
Schedule of Other Current Assets | Other current assets consisted of the following at December 31, 2022 and December 31, 2021 (in thousands): December 31, 2022 December 31, 2021 Advances to suppliers $ 22,947 $ 3,073 VAT receivable 1,673 1,580 Others 334 197 Total other current assets $ 24,954 $ 4,850 |
Schedule of Other Non-Current Assets | Other non-current assets consisted of the following at December 31, 2022 and December 31, 2021 (in thousands): December 31, 2022 December 31, 2021 Launch deposits $ 14,750 $ - Others 1,652 559 Total other non-current assets $ 16,402 $ 559 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Schedule of Supplemental Balance Sheet Information Related to Leases | The table below sets forth information regarding the Company’s lease agreements with an initial term of greater than 12 months (dollars in thousands): Year ended December 31, 2022 2021 Operating lease right-of-use assets, net $ 7,671 $ 7,991 Operating lease liabilities $ 7,768 $ 8,159 Weighted-average remaining lease term (in years) 9.3 9.7 Weighted-average discount rate (1) 13.1 % 13.4 % (1) As the Company’s leases do not provide an implicit rate, the Company derives its incremental borrowing rate from information available at commencement date in determining the present value of future lease payments. To estimate incremental borrowing rates, the Company considers various factors, including the lowest grade of debt available in the marketplace for the same term as the associated lease(s). |
Schedule of Lease Expense | The table below sets forth information regarding the Company's lease costs, which are included as general and administrative expenses in the Company's audited Consolidated Statements of Operations for the periods presented (in thousands): Year ended December 31, 2022 2021 Short-term operating lease expense $ 1,191 $ 440 Operating lease expense 939 563 Total lease expense $ 2,130 $ 1,003 |
Schedule of Maturities of Operating Lease Liabilities | As of December 31, 2022, the maturities of the Company’s operating lease liabilities were as follows (in thousands): 2023 $ 1,632 2024 1,543 2025 1,546 2026 1,563 2027 1,348 Thereafter 6,011 Total lease payments 13,643 Less effects of discounting ( 5,875 ) Present value of lease liabilities $ 7,768 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment, net consisted of the following at December 31, 2022 and December 31, 2021 (in thousands): As of December 31, 2022 2021 Land $ 1,350 $ 1,350 Buildings 10,268 - Computers, software, and equipment 3,153 2,810 Leasehold improvements 8,197 6,416 Satellite antennas 5,142 2,996 Lab, assembly, and integration equipment 13,657 10,301 Others (1) 1,707 1,345 Property and equipment, gross $ 43,474 $ 25,218 Accumulated depreciation ( 6,979 ) ( 3,592 ) Construction in progress BB satellite materials 10,721 - Other (2) 6,696 6,701 Property and equipment, net $ 53,912 $ 28,327 BlueWalker 3 satellite - construction in progress $ 92,077 $ 67,615 Total property and equipment, net $ 145,989 $ 95,942 (1) Includes vehicles, furniture and fixtures, and a phased array test facility. (2) Includes costs incurred for acquiring and constructing assembly and testing facilities, assembly and test equipment and ground infrastructure equipment not yet placed in service. |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Lease, Cost [Table Text Block] | The table below sets forth information regarding the Company's lease costs, which are included as general and administrative expenses in the Company's audited Consolidated Statements of Operations for the periods presented (in thousands): Year ended December 31, 2022 2021 Short-term operating lease expense $ 1,191 $ 440 Operating lease expense 939 563 Total lease expense $ 2,130 $ 1,003 |
Schedule of Supplemental Balance Sheet Information Related to Leases | The table below sets forth information regarding the Company’s lease agreements with an initial term of greater than 12 months (dollars in thousands): Year ended December 31, 2022 2021 Operating lease right-of-use assets, net $ 7,671 $ 7,991 Operating lease liabilities $ 7,768 $ 8,159 Weighted-average remaining lease term (in years) 9.3 9.7 Weighted-average discount rate (1) 13.1 % 13.4 % (1) As the Company’s leases do not provide an implicit rate, the Company derives its incremental borrowing rate from information available at commencement date in determining the present value of future lease payments. To estimate incremental borrowing rates, the Company considers various factors, including the lowest grade of debt available in the marketplace for the same term as the associated lease(s). |
Lessee, Operating Lease, Liability, Maturity [Table Text Block] | As of December 31, 2022, the maturities of the Company’s operating lease liabilities were as follows (in thousands): 2023 $ 1,632 2024 1,543 2025 1,546 2026 1,563 2027 1,348 Thereafter 6,011 Total lease payments 13,643 Less effects of discounting ( 5,875 ) Present value of lease liabilities $ 7,768 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022 and 2021 is summarized as follows (in thousands): December 31, 2022 December 31, 2021 Balance at beginning of the period $ 3,641 $ 3,912 Translation adjustments ( 470 ) ( 271 ) Deconsolidation of Nano ( 3,171 ) - Balance at end of the period $ - $ 3,641 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022 and 2021 (in thousands): As of December 31, 2022 2021 Salaries, wages and benefits $ 2,357 $ 2,983 Research and development 3,855 1,496 Other construction in progress 1,796 1,260 Deferred other income 2,499 - Others 2,638 1,730 Total accrued expenses and other current liabilities $ 13,145 $ 7,469 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule Of Debt Instruments | Long-term debt consists of the following (in thousands): December 31, 2022 December 31, 2021 Term Loan $ 5,000 $ 5,000 Less: current portion ( 242 ) - Total long-term debt $ 4,758 $ 5,000 |
Schedule of Annual Future Principal Payments | Annual future principal payments due on the Term Loan as of December 31, 2022 are as follows (in thousands): Fiscal Years Ending Amount 2023 $ 242 2024 252 2025 263 2026 274 2027 286 Thereafter 3,683 Total principal $ 5,000 |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue | Year ended December 31, 2022 2021 Revenue from performance obligations recognized over time $ 12,491 $ 8,400 Revenue from performance obligations recognized at point-in-time transfer 1,334 4,005 Total $ 13,825 $ 12,405 |
Change in Contract Liabilities | The following table reflects the change in contract liabilities for the periods indicated (in thousands): Year ended December 31, 2022 Beginning Balance $ 6,636 Revenue recognized that was included in the contract liability at the beginning of the year ( 2,426 ) Increase, excluding amounts recognized as revenue during the period 3,899 Deconsolidation of Nano ( 8,109 ) Ending Balance $ - |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Schedule of Share-Based Compensation Expense | The Company recorded stock-based compensation expense in the following categories of its audited Consolidated Statements of Operations and Balance Sheets (in thousands): Year ended December 31, 2022 2021 Engineering services $ 5,026 $ 2,036 General and administrative costs 4,365 1,700 BlueWalker 3 satellite - construction in progress (1) ( 45 ) 38 Total $ 9,346 $ 3,774 (1) For the year ended December 31, 2022 stock-based compensation was reversed as a result of forfeiture of options previously provided to a |
Schedule of Stock Options Act | The following table summarizes the Company’s option activity for the year ended December 31, 2022: Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (years) Aggregate Intrinsic Value Outstanding at December 31, 2021 12,359,322 $ 0.83 7.67 $ 87,882,197 Granted - - Exercised ( 667,553 ) 0.10 Cancelled or forfeited ( 923,970 ) 1.37 Outstanding at December 31, 2022 10,767,799 $ 0.83 5.87 $ 42,994,264 Options exercisable as of December 31, 2022 8,122,559 $ 0.51 5.44 $ 35,027,302 Vested and expected to vest at December 31, 2022 9,388,382 $ 0.87 5.67 $ 37,040,735 |
Schedule of Unvested Option Activity | The following table summarizes the Company’s unvested option activity for the year ended December 31, 2022: Number of Shares Weighted-Average Grant Date Fair Value Unvested at December 31, 2021 5,188,990 $ 0.64 Granted - - Vested ( 1,798,816 ) 0.46 Forfeited ( 744,934 ) 0.51 Unvested at December 31, 2022 2,645,240 $ 0.80 |
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. There were no stock options granted during the year ended December 31, 2022 under the AST LLC Incentive Plan. 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, 2022: Number of Shares Weighted-Average Grant Date Fair Value Unvested at December 31, 2021 1,686,031 $ 10.14 Granted 2,047,139 9.25 Vested ( 411,450 ) 9.77 Forfeited ( 75,500 ) 9.27 Unvested at December 31, 2022 3,246,220 $ 9.65 |
Employee Stock 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, 2022: Number of Shares Weighted-Average Grant Date Fair Value Unvested at December 31, 2021 1,803,344 $ 4.41 Granted 2,073,150 4.16 Vested ( 666,424 ) 4.28 Forfeited ( 250,474 ) 4.42 Unvested at December 31, 2022 2,959,596 $ 4.26 |
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 years ended December 31, 2022 and 2021, presented on a weighted average basis: Year ended December 31, 2022 Year ended December 31, 2021 Exercise price $ 9.20 $ 10.35 Fair market value $ 4.16 $ 4.40 Expected dividend yield 0.0 % 0.0 % Expected term (in years) 6.1 6.1 Expected volatility 42.13 % 42.38 % Weighted-average risk-free rate 3.24 % 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, 2022: Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (years) Aggregate Intrinsic Value Outstanding at December 31, 2021 1,889,115 $ 10.35 9.70 $ ( 4,549,597 ) Granted 2,073,150 9.20 Exercised - - Cancelled or forfeited ( 264,616 ) 10.27 Outstanding at December 31, 2022 3,697,649 $ 9.71 9.07 ( 18,077,872 ) Options exercisable as of December 31, 2022 738,053 $ 10.23 8.15 ( 3,993,150 ) Vested and expected to vest at December 31, 2022 3,614,449 $ 9.66 9.06 ( 17,478,832 ) |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Loss Before Income Taxes | The components of loss before income taxes were as follows (in thousands): Year ended December 31, 2022 2021 United States $ ( 98,774 ) $ ( 70,396 ) Foreign ( 3,722 ) ( 2,534 ) Total $ ( 102,496 ) $ ( 72,930 ) |
Schedule of Income Tax Expense (Benefit) | The income tax expense (benefit) was as follows (in thousands): Year ended December 31, 2022 2021 Current: Federal $ - $ - State - - Foreign 617 331 Total current 617 331 Deferred: Federal - - State - - Foreign - - Total deferred - - Total income tax provision $ 617 $ 331 |
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, 2022 2021 Statutory U.S. federal income tax rate 21 % 21 % Income (loss) attributable to noncontrolling interest ( 16 )% ( 19 )% Changes in fair value of warrant liabilities 4 % 5 % Change in valuation allowance ( 10 )% ( 99 )% Business Combination 0 % 89 % R&D credit 2 % 0 % Other ( 2 )% 3 % Effective income tax rate ( 1 )% 0 % |
Schedule Of Deferred Tax Assets and Liabilities | Significant components of deferred tax assets and liabilities are as follows (in thousands): As of December 31, 2022 2021 Deferred tax assets: Net operating loss carryforwards $ 11,788 $ 8,212 Basis difference in the equity of AST LLC 79,396 62,717 Other 3,680 1,495 Total deferred tax assets 94,864 72,425 Valuation allowance ( 94,864 ) ( 72,425 ) Net deferred tax assets $ - $ - |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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 net loss per share of Class A Common Stock (in thousands, except share data): Year Ended December 31, 2022 2021 Numerator Net loss before allocation to noncontrolling interest $ ( 103,113 ) $ ( 73,261 ) Net loss attributable to AST LLC pre Business Combination - ( 11,580 ) Net loss attributable to the noncontrolling interest post Business Combination ( 71,473 ) ( 42,708 ) Net loss attributable to common stockholders - basic and diluted $ ( 31,640 ) $ ( 18,973 ) Denominator Weighted-average shares of Class A Common Stock outstanding - basic and diluted 54,437,073 51,729,785 Net loss per share attributable to holders of Class A Common Stock - basic and diluted $ ( 0.58 ) $ ( 0.37 ) |
Organization and Nature of Op_2
Organization and Nature of Operations (Details Narrative) | 12 Months Ended | |
Dec. 31, 2022 | Sep. 06, 2022 | |
Noncontrolling Interest [Line Items] | ||
Nature of operations description | The Company operates from multiple locations that include its corporate headquarters and 185,000 square feet satellite assembly, integrating and testing (“AIT”) facilities in Texas, and AIT and engineering and development centers elsewhere in the United States, India, Scotland, Spain and Israel. | |
NanoAvionika UAB [Member] | ||
Noncontrolling Interest [Line Items] | ||
Percentage of interest in sale of subsidiary | 51% |
Schedule of Estimated Useful Li
Schedule of Estimated Useful Lives (Details) | 12 Months Ended | |
Dec. 31, 2022 | ||
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 | |
Assembly and Integration Equipment [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 5 years | |
Assembly and Integration Equipment [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 10 years | |
Building [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 30 years | |
Others [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 5 years | [1] |
Others [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 7 years | [1] |
[1] Includes vehicles, furniture and fixtures, and a phased array test facility. |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Product Information [Line Items] | ||
Inventory, Net | $ 0 | $ 1,412,000 |
Restricted cash | 700,000 | 2,800 |
Goodwill, Impairment Loss | 0 | |
Long lived assets, impairment loss | $ 0 | 0 |
Income Tax Examination, Likelihood of Unfavorable Settlement | greater than 50% likelihood | |
Unrecognized Tax Benefits | $ 0 | 0 |
Income Tax Examination, Penalties and Interest Accrued | $ 0 | $ 0 |
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Three Customers [Member] | ||
Product Information [Line Items] | ||
Concentration Risk, Percentage | 53% | |
Revenue from Rights Concentration Risk [Member] | Revenue Benchmark [Member] | Four Customers [Member] | ||
Product Information [Line Items] | ||
Concentration Risk, Percentage | 40% | |
Revenue from Rights Concentration Risk [Member] | Revenue Benchmark [Member] | Three Customers [Member] | ||
Product Information [Line Items] | ||
Concentration Risk, Percentage | 42% |
Business Combination (Details N
Business Combination (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Apr. 06, 2021 | Dec. 31, 2022 | |
Business Acquisition [Line Items] | ||
Stock Issued During Period, Value, New Issues | $ 102,769 | |
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% of the economic ownership percentage of AST LLC. | |
AST LLC | ||
Business Acquisition [Line Items] | ||
Acquisition cost transaction expenses | $ 416,900 | |
Business Acquisition, Transaction Costs | $ 45,700 | |
AST LLC | Common Class B [Member] | ||
Business Acquisition [Line Items] | ||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 51,600,000 | |
AST LLC | Common Class C [Member] | ||
Business Acquisition [Line Items] | ||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 78,200,000 | |
AST LLC Acquisition [Member] | ||
Business Acquisition [Line Items] | ||
Noncontrolling Interest, Ownership Percentage by Parent | 64.20% | |
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 | $ 230,000 |
Other Assets - Schedule of Othe
Other Assets - Schedule of Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Disclosure Text Block Supplement [Abstract] | ||
Advances to suppliers | $ 22,947 | $ 3,073 |
VAT receivable | 1,673 | 1,580 |
Other | 334 | 197 |
Total other current assets | $ 24,954 | $ 4,850 |
Other Assets - Schedule of Ot_2
Other Assets - Schedule of Other Non - Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Other Assets, Noncurrent [Abstract] | ||
Launch deposits | $ 14,750 | $ 0 |
Others | 1,652 | 559 |
Total other non-current assets | $ 16,402 | $ 559 |
Fair Value Measurement Schedule
Fair Value Measurement Schedule of Assets Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets measured at fair value | $ 230,651 | $ 314,747 |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 230,651 | 314,747 |
Liabilities fair value disclosure | 22,864 | 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 | 22,864 | 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 | 16,082 | 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 | $ 16,082 | $ 23,911 |
Fair Value Measurement (Details
Fair Value Measurement (Details Narrative) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Cash and cash equivalents | $ 239.3 | $ 324.5 |
Cash equivalents short-term investments | $ 230.7 | $ 314.7 |
Measurement Input, Price Volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 1.096 | 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, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 43,474 | $ 25,218 | |
Accumulated depreciation | (6,979) | (3,592) | |
BB satellite materials | 10,721 | 0 | |
Other | 92,077 | 67,615 | |
Property and equipment, net | 53,912 | 28,327 | |
BlueWalker 3 satellite - construction in progress | 92,077 | 67,615 | |
Total property and equipment, net | 145,989 | 95,942 | |
Land [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 1,350 | 1,350 | |
Buildings [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 10,268 | 0 | |
Computers Software and Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 3,153 | 2,810 | |
Leasehold Improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 8,197 | 6,416 | |
Satellite antennas [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 5,142 | 2,996 | |
Lab, Assembly and Integration Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 13,657 | 10,301 | |
Others [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | [1] | 1,707 | 1,345 |
Other | [2] | $ 6,696 | $ 6,701 |
[1] Includes vehicles, furniture and fixtures, and a phased array test facility. Includes costs incurred for acquiring and constructing assembly and testing facilities, assembly and test equipment and ground infrastructure equipment not yet placed in service. |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | ||
Depreciation | $ 4.6 | $ 2.7 |
Leases - Schedule of Supplement
Leases - Schedule of Supplemental Balance Sheet Information Related to Leases (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | |
Leases [Abstract] | |||
Operating lease right-of-use assets, net | $ 7,671 | $ 7,991 | |
Present value of lease liabilities | $ 7,768 | $ 8,159 | |
Weighted-average remaining lease term (in years) | 9 years 3 months 18 days | 9 years 8 months 12 days | |
Operating Lease, Weighted Average Discount Rate, Percent | [1] | 13.10% | 13.40% |
[1] As the Company’s leases do not provide an implicit rate, the Company derives its incremental borrowing rate from information available at commencement date in determining the present value of future lease payments. To estimate incremental borrowing rates, the Company considers various factors, including the lowest grade of debt available in the marketplace for the same term as the associated lease(s). |
Leases - Schedule of Lease Expe
Leases - Schedule of Lease Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Leases [Abstract] | ||
Short-Term Lease, Cost | $ 1,191 | $ 440 |
Operating Lease, Cost | 939 | 563 |
Total lease expense | $ 2,130 | $ 1,003 |
Leases - Schedule of Maturities
Leases - Schedule of Maturities of Operating Lease Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
2023 | $ 1,632 | |
2024 | 1,543 | |
2025 | 1,546 | |
2026 | 1,563 | |
2027 | 1,348 | |
Thereafter | 6,011 | |
Total lease payments | 13,643 | |
Less effects of discounting | (5,875) | |
Present value of lease liabilities | $ 7,768 | $ 8,159 |
Leases (Details Narrative)
Leases (Details Narrative) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Operating Leased Assets [Line Items] | ||
Operating lease required minimum lease payments | $ 9.9 | |
Operating lease liabilities | $ 0.8 | $ 0.5 |
Goodwill - Summary of Changes i
Goodwill - Summary of Changes in Carrying Amount of Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Balance at beginning of the period | $ 3,641 | $ 3,912 |
Translation adjustments | (470) | (271) |
Deconsolidation of Nano | (3,171) | 0 |
Balance at end of the period | $ 0 | $ 3,641 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Salaries, wages and benefits | $ 2,357 | $ 2,983 |
Research and development | 3,855 | 1,496 |
Other construction in progress | 1,796 | 1,260 |
Deferred other income | 2,499 | 0 |
Others | 2,638 | 1,730 |
Total accrued expenses and other current liabilities | $ 13,145 | $ 7,469 |
Debt (Details Narrative)
Debt (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 08, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | |||
Term loan maturity date | Dec. 08, 2028 | ||
Debt Instrument Interest Rate | 4.20% | ||
Term loan fixed interest rate | 4.20% | ||
Payments to acquire property plant and equipment | $ 30,317 | $ 15,080 | |
Estimated fair value of Term loan | $ 4,300 | ||
AB SEB Bank [Member] | |||
Debt Instrument [Line Items] | |||
Line of credit facility maximum borrowing capacity | $ 400 | ||
Debt Instrument interest rate | 3% | ||
AST LLC [Member] | |||
Debt Instrument [Line Items] | |||
Payments to acquire property plant and equipment | $ 8,000 | ||
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 2026, and from December 2026 until December 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 Debt Instrum
Debt - Schedule Of Debt Instruments (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Disclosure [Abstract] | ||
Term Loan | $ 5,000 | $ 5,000 |
Less: current portion | (242) | 0 |
Total long-term debt | $ 4,758 | $ 5,000 |
Debt - Schedule of Annual Futur
Debt - Schedule of Annual Future Principal Payments (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Debt Disclosure [Abstract] | |
2023 | $ 242 |
2024 | 252 |
2025 | 263 |
2026 | 274 |
2027 | 286 |
Thereafter | 3,683 |
Total principal | $ 5,000 |
Revenue - Schedule of Disaggreg
Revenue - Schedule of Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||
Total | $ 13,825 | $ 12,405 |
Transferred over Time [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total | 12,491 | 8,400 |
Transferred at Point in Time [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total | $ 1,334 | $ 4,005 |
Revenue - Schedule of Change in
Revenue - Schedule of Change in Contract Liabilities (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Revenue from Contract with Customer [Abstract] | |
Beginning Balance | $ 6,636 |
Revenue recognized that was included in the contract liability at the beginning of the year | (2,426) |
Increase, excluding amounts recognized as revenue during the period | 3,899 |
Deconsolidation of Nano | (8,109) |
Ending Balance | $ 0 |
Stockholders_ Equity (Details N
Stockholders’ Equity (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||||||
Dec. 02, 2022 | Sep. 08, 2022 | May 06, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Sep. 06, 2022 | Apr. 06, 2021 | |
Subsidiary or Equity Method Investee [Line Items] | |||||||
Transaction costs | $ 45,700 | ||||||
Preferred Stock, Shares Outstanding | 0 | ||||||
Preferred Stock, Shares Authorized | 100,000,000 | ||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | ||||||
Common Class A [Member] | |||||||
Subsidiary or Equity Method Investee [Line Items] | |||||||
Common stock, shares, outstanding | 71,819,926 | 51,730,904 | |||||
Common stock, shares authorized | 800,000,000 | 800,000,000 | |||||
Common stock, per share | $ 0.0001 | $ 0.0001 | |||||
Class A common stock issued | 71,819,926 | 51,730,904 | |||||
Common stock value | $ 7 | $ 5 | |||||
Common Class B [Member] | |||||||
Subsidiary or Equity Method Investee [Line Items] | |||||||
Common stock, shares, outstanding | 50,041,757 | 51,636,922 | |||||
Common stock, shares authorized | 200,000,000 | 200,000,000 | |||||
Common stock, per share | $ 0.0001 | $ 0.0001 | |||||
Class A common stock issued | 50,041,757 | 51,636,922 | |||||
Common stock value | $ 5 | $ 5 | |||||
Common Class C [Member] | |||||||
Subsidiary or Equity Method Investee [Line Items] | |||||||
Common stock, shares, outstanding | 78,163,078 | 78,163,078 | |||||
Common stock, shares authorized | 125,000,000 | 125,000,000 | |||||
Common stock, per share | $ 0.0001 | $ 0.0001 | |||||
Class A common stock issued | 78,163,078 | 78,163,078 | |||||
Common stock value | $ 8 | $ 8 | |||||
Common Stock Purchase Agreement [Member] | |||||||
Subsidiary or Equity Method Investee [Line Items] | |||||||
Class A common stock issued | 1,756,993 | ||||||
Common stock value | $ 13,400 | ||||||
Common Stock Purchase Agreement [Member] | Common Class A [Member] | |||||||
Subsidiary or Equity Method Investee [Line Items] | |||||||
Sale of Class A common stock | 75,000,000 | ||||||
Percentage of volume weighted average price | 97% | ||||||
Aggregate additional common stock shares issued | 43,938 | ||||||
Aggregate costs | $ 1,400 | ||||||
Class A common stock issued | 43,938 | ||||||
Equity Distribution Agreement [Member] | |||||||
Subsidiary or Equity Method Investee [Line Items] | |||||||
Company paid commission | $ 600 | ||||||
Transaction costs | $ 1,100 | ||||||
Equity Distribution Agreement [Member] | Common Class A [Member] | |||||||
Subsidiary or Equity Method Investee [Line Items] | |||||||
Aggregate sale price | $ 150,000 | ||||||
Percentage of commission on gross sales price | 3% | ||||||
Class A common stock issued | 2,697,091 | ||||||
Common stock value | $ 20,000 | ||||||
Public Warrants [Member] | |||||||
Subsidiary or Equity Method Investee [Line Items] | |||||||
Warrants outstanding | 11,547,600 | ||||||
Exercise price per share | $ 0.01 | ||||||
Public Warrants [Member] | Common Class A [Member] | |||||||
Subsidiary or Equity Method Investee [Line Items] | |||||||
Exercise price per share | $ 11.50 | ||||||
Private Placement Warrants [Member] | |||||||
Subsidiary or Equity Method Investee [Line Items] | |||||||
Warrants outstanding | 6,050,000 | ||||||
Public and Private Placement Warrants [Member] | |||||||
Subsidiary or Equity Method Investee [Line Items] | |||||||
Exercise price per share | $ 11.50 | ||||||
Nano Lithuania and Nano US [Member] | |||||||
Subsidiary or Equity Method Investee [Line Items] | |||||||
Percentage of interest in sale of subsidiary | 51% | ||||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 49% | ||||||
Parent Company [Member] | AST And Science LLC [Member] | |||||||
Subsidiary or Equity Method Investee [Line Items] | |||||||
Percentage of interest in sale of subsidiary | 28.50% | ||||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 64.20% | 71.50% | |||||
Common Stock Offering [Member] | |||||||
Subsidiary or Equity Method Investee [Line Items] | |||||||
Underwriting commissions | $ 5,300 | ||||||
Transaction costs | 1,100 | ||||||
Common stock value | $ 68,600 | ||||||
Common Stock Offering [Member] | Common Class A [Member] | |||||||
Subsidiary or Equity Method Investee [Line Items] | |||||||
Class A common stock issued | 13,636,364 | ||||||
Over-Allotment Option [Member] | Maximum [Member] | |||||||
Subsidiary or Equity Method Investee [Line Items] | |||||||
Purchase of additional shares | 2,045,454 |
Warrant Liabilities (Details Na
Warrant Liabilities (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
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 $18.00 | |
Warrant liabilities | $ 38,946,000 | $ 58,062,000 |
Fair Value Adjustment of Warrants | $ 19,100,000 | 15,800,000 |
Common Class A [Member] | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Warrants exercised, Shares | 1,200 | |
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 | |
Private Warrants [Member] | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Warrants exercised, Shares | 50,000 | |
Public Warrants [Member] | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Warrants and Rights Outstanding | $ 11,547,600 | 11,498,800 |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.01 | |
Warrant expiration date | Apr. 06, 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 | $ 6,050,000 | $ 6,100,000 |
Commitments and Contingencies_2
Commitments and Contingencies (Details Narrative) $ in Millions | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Loss Contingencies [Line Items] | |
Long Term Purchase Commitment Amount | $ 49.5 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Share-Based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total | $ 9,346 | $ 3,774 | |
Engineering services | |||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total | 5,026 | 2,036 | |
General and Administrative Costs [Member] | |||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total | 4,365 | 1,700 | |
Satellite Construction in Progress | |||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total | [1] | $ (45) | $ 38 |
[1] For the year ended December 31, 2022 stock-based compensation was reversed as a result of forfeiture of options previously provided to a |
Stock-Based Compensation - Sc_2
Stock-Based Compensation - Schedule of Stock Options Activities (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Options, Outstanding beginning balance | 12,359,322 | |
Weighted Average Exercise Price, Outstanding beginning balance | $ 0.83 | |
Weighted Average Remaining Contractual Term | 5 years 10 months 13 days | 7 years 8 months 1 day |
Options, Granted | 0 | |
Weighted Average Exercise Price, Granted | $ 0 | |
Options, Exercised | (667,553) | |
Weighted Average Exercise Price, Excercised | $ 0.10 | |
Options, Cancelled or forfeited | (923,970) | |
Weighted Average Exercise Price, Cancelled or forfeited | $ 1.37 | |
Options, Outstanding ending balance | 10,767,799 | 12,359,322 |
Weighted Average Exercise Price, Outstanding ending balance | $ 0.83 | $ 0.83 |
Options, Exercisable | 8,122,559 | |
Weighted Average Exercise Price, Exercisable | $ 0.51 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 5 years 5 months 8 days | |
Options, Vested and expected to vest | 9,388,382 | |
Weighted Average Exercise Price, Vested and expected to vest | $ 0.87 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Exercisable, Weighted Average Remaining Contractual Term | 5 years 8 months 1 day | |
Aggregate Intrinsic Value, Outstanding | $ 42,994,264 | $ 87,882,197 |
Aggregate Intrinsic Value, Options exercisable as of December 31, 2021 | 35,027,302 | |
Aggregate Intrinsic Value, vested and expected to vest at December 31,2022 | $ 37,040,735 | |
Employee Stock Option [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Options, Outstanding beginning balance | 1,889,115 | |
Weighted Average Exercise Price, Outstanding beginning balance | $ 10.35 | |
Weighted Average Remaining Contractual Term | 9 years 25 days | 9 years 8 months 12 days |
Options, Granted | 2,073,150 | |
Weighted Average Exercise Price, Granted | $ 9.20 | |
Options, Exercised | 0 | |
Weighted Average Exercise Price, Excercised | $ 0 | |
Options, Cancelled or forfeited | (264,616) | |
Weighted Average Exercise Price, Cancelled or forfeited | $ 10.27 | |
Options, Outstanding ending balance | 3,697,649 | 1,889,115 |
Weighted Average Exercise Price, Outstanding ending balance | $ 9.71 | $ 10.35 |
Options, Exercisable | 738,053 | |
Weighted Average Exercise Price, Exercisable | $ 10.23 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 8 years 1 month 24 days | |
Options, Vested and expected to vest | 3,614,449 | |
Weighted Average Exercise Price, Vested and expected to vest | $ 9.66 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Exercisable, Weighted Average Remaining Contractual Term | 9 years 21 days | |
Aggregate Intrinsic Value, Outstanding | $ (18,077,872) | $ (4,549,597) |
Aggregate Intrinsic Value, Options exercisable as of December 31, 2021 | 3,993,150 | |
Aggregate Intrinsic Value, vested and expected to vest at December 31,2022 | $ (17,478,832) | |
Two Thousand Twenty Equity Incentive Plan | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Options, Granted | 10,800,000 | |
Two Thousand Twenty Equity Incentive Plan | Employee Stock Option [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Options, Outstanding ending balance | 3,697,649 |
Stock-Based Compensation - Sc_3
Stock-Based Compensation - Schedule of Unvested Option Activity (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of Shares, Unvested beginning Balance | 5,188,990 | |
Weighted-Average Grant Date Fair Value, Unvested beginning Balance | $ 0.64 | |
Number of Shares, Granted | 0 | |
Weighted-Average Grant Date Fair Value, Granted | $ 0 | $ 4.15 |
Number of Shares, Vested | (1,798,816) | |
Weighted-Average Grant Date Fair Value, Vested | $ 0.46 | |
Number of Shares, Forfeited | (744,934) | |
Weighted-Average Grant Date Fair Value, Forfeited | $ 0.51 | |
Number of Shares, Unvested Ending Balance | 2,645,240 | 5,188,990 |
Weighted-Average Grant Date Fair Value, Unvested Ending Balance | $ 0.80 | $ 0.64 |
Restricted Stock Units (RSUs) [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of Shares, Unvested beginning Balance | 1,686,031 | |
Weighted-Average Grant Date Fair Value, Unvested beginning Balance | $ 10.14 | |
Number of Shares, Granted | 2,047,139 | |
Weighted-Average Grant Date Fair Value, Granted | $ 9.25 | |
Number of Shares, Vested | (411,450) | |
Weighted-Average Grant Date Fair Value, Vested | $ 9.77 | |
Number of Shares, Forfeited | (75,500) | |
Weighted-Average Grant Date Fair Value, Forfeited | $ 9.27 | |
Number of Shares, Unvested Ending Balance | 3,246,220 | 1,686,031 |
Weighted-Average Grant Date Fair Value, Unvested Ending Balance | $ 9.65 | $ 10.14 |
Employee Stock Option [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of Shares, Unvested beginning Balance | 1,803,344 | |
Weighted-Average Grant Date Fair Value, Unvested beginning Balance | $ 4.41 | |
Number of Shares, Granted | 2,073,150 | |
Weighted-Average Grant Date Fair Value, Granted | $ 4.16 | $ 4.40 |
Number of Shares, Vested | (666,424) | |
Weighted-Average Grant Date Fair Value, Vested | $ 4.28 | |
Number of Shares, Forfeited | (250,474) | |
Weighted-Average Grant Date Fair Value, Forfeited | $ 4.42 | |
Number of Shares, Unvested Ending Balance | 2,959,596 | 1,803,344 |
Weighted-Average Grant Date Fair Value, Unvested Ending Balance | $ 4.26 | $ 4.41 |
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) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Exercise price | $ 10 | |
Fair market value | $ 4.15 | |
Expected dividend yield | 0% | |
Expected term (in years) | 6 years 3 months 18 days | |
Expected volatility | 42.24% | |
Weighted-average risk-free rate | 0.55% | |
Employee Stock Option [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Exercise price | $ 9.20 | $ 10.35 |
Fair market value | $ 4.16 | $ 4.40 |
Expected dividend yield | 0% | 0% |
Expected term (in years) | 6 years 1 month 6 days | 6 years 1 month 6 days |
Expected volatility | 42.13% | 42.38% |
Weighted-average risk-free rate | 3.24% | 1.11% |
Stock-Based Compensation - Sc_4
Stock-Based Compensation - Schedule of Unvested Restricted Stock Units Activity (Detail) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of Shares, Unvested beginning Balance | 5,188,990 | |
Weighted-Average Grant Date Fair Value, Unvested beginning Balance | $ 0.64 | |
Number of Shares, Granted | 0 | |
Weighted-Average Grant Date Fair Value, Granted | $ 0 | $ 4.15 |
Number of Shares, Vested | (1,798,816) | |
Weighted-Average Grant Date Fair Value, Vested | $ 0.46 | |
Number of Shares, Forfeited | (744,934) | |
Weighted-Average Grant Date Fair Value, Forfeited | $ 0.51 | |
Number of Shares, Unvested Ending Balance | 2,645,240 | 5,188,990 |
Weighted-Average Grant Date Fair Value, Unvested Ending Balance | $ 0.80 | $ 0.64 |
Restricted Stock Units RSU Member | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of Shares, Unvested beginning Balance | 1,686,031 | |
Weighted-Average Grant Date Fair Value, Unvested beginning Balance | $ 10.14 | |
Number of Shares, Granted | 2,047,139 | |
Weighted-Average Grant Date Fair Value, Granted | $ 9.25 | |
Number of Shares, Vested | (411,450) | |
Weighted-Average Grant Date Fair Value, Vested | $ 9.77 | |
Number of Shares, Forfeited | (75,500) | |
Weighted-Average Grant Date Fair Value, Forfeited | $ 9.27 | |
Number of Shares, Unvested Ending Balance | 3,246,220 | 1,686,031 |
Weighted-Average Grant Date Fair Value, Unvested Ending Balance | $ 9.65 | $ 10.14 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details Narrative) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Share-based compensation arrangement by share-based payment award, options, outstanding, number | 10,767,799 | 12,359,322 |
Options, Granted | 0 | |
Weighted-Average Grant Date Fair Value, Granted | $ 0 | $ 4.15 |
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. | |
Total intrinsic value of options exercised | $ 3.1 | |
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 | $ 15.1 | |
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition | 2 years 11 months 15 days | |
Options, Granted | 2,047,139 | |
Weighted-Average Grant Date Fair Value, Granted | $ 9.25 | |
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 | 3,697,649 | 1,889,115 |
Share-Based Payment Arrangement, Nonvested Award, Option, Cost Not yet Recognized, Amount | $ 11.2 | |
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition | 3 years 2 months 1 day | |
Options, Granted | 2,073,150 | |
Weighted-Average Grant Date Fair Value, Granted | $ 4.16 | $ 4.40 |
Two Thousand Nineteen Equity Incentive Plan | ||
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% | |
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 | 10,767,799 | |
Share-Based Payment Arrangement, Nonvested Award, Option, Cost Not yet Recognized, Amount | $ 1.7 | |
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition | 1 year 10 months 13 days | |
Two Thousand Twenty Equity Incentive Plan | ||
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% | |
Options, Granted | 10,800,000 | |
Share-based compensation arrangement by share-based payment award, expiration period | 10 years | |
Two Thousand Twenty Equity Incentive Plan | 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 | 3,246,220 | |
Two Thousand Twenty Equity Incentive Plan | 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 | 3,697,649 | |
Employee Stock Purchase Plan | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Options, Granted | 2,000,000 |
Nano Sale - (Details Narrative)
Nano Sale - (Details Narrative) € in Millions, $ in Millions | 12 Months Ended | |||
Jul. 02, 2022 EUR (€) | Jul. 02, 2022 USD ($) | Dec. 31, 2022 USD ($) | Sep. 06, 2022 USD ($) | |
Noncontrolling Interest [Abstract] | ||||
Percentage of ownership interest in subsidiary sold | 51% | 51% | ||
Purchase price of ownership interest in subsidiary | € | € 65 | |||
Consideration received on sale of ownership interest in subsidiary | $ 26.6 | |||
Carrying value of assets | $ 17.6 | |||
Carrying value of liablities | 15.1 | |||
Noncontrolling interest | $ 1.3 | |||
Net gain recognized | $ 24.5 | |||
Reclassification of accumulated translation adjustments | $ (0.7) |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Loss Before Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
United States | $ (98,774) | $ (70,396) |
Foreign | (3,722) | (2,534) |
Loss before income tax expense | $ (102,496) | $ (72,930) |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Current: | ||
Federal | $ 0 | $ 0 |
State | 0 | 0 |
Foreign | 617 | 331 |
Total current | 617 | 331 |
Deferred: | ||
Federal | 0 | 0 |
State | 0 | 0 |
Foreign | 0 | 0 |
Total deferred | 0 | 0 |
Total Income Tax Provision | $ 617 | $ 331 |
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, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Statutory U.S. federal income tax rate | 21% | 21% |
Income (loss) attributable to noncontrolling interest | (16.00%) | (19.00%) |
Changes in fair value of warrant liabilities | 4% | 5% |
Change in valuation allowance | (10.00%) | (99.00%) |
Business Combination | 0% | 89% |
R&D | 2% | 0% |
Other | (2.00%) | 3% |
Effective income tax rate | (1.00%) | 0% |
Income Taxes - Schedule Of Defe
Income Taxes - Schedule Of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 11,788 | $ 8,212 |
Basis difference in the equity of AST LLC | 79,396 | 62,717 |
Other | 3,680 | 1,495 |
Total deferred tax assets | 94,864 | 72,425 |
Valuation allowance | (94,864) | (72,425) |
Net deferred tax assets | $ 0 | $ 0 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | $ 11,788,000 | $ 8,212,000 |
Net operating loss carryforwards, expiration year | 2041 | |
Valuation allowance | $ 94,864,000 | 72,425,000 |
Unrecognized tax benefits | 0 | $ 0 |
Accrued for interest and penalties | $ 0 | |
Effective income tax rate reconciliation, at federal statutory income tax rate, percent | 21% | 21% |
Federal | ||
Operating Loss Carryforwards [Line Items] | ||
Federal net operating loss carryforwards (gross) | $ 44,400,000 | |
Foreign | ||
Operating Loss Carryforwards [Line Items] | ||
Foreign net operating loss carryforwards (gross) | 9,500,000 | |
State | ||
Operating Loss Carryforwards [Line Items] | ||
State net operating loss carryforwards (gross) | 3,100,000 | |
Amount of operating loss carryforwards subject to expiration | 700,000 | |
Remaining amount of operating loss carryforwards not subject to expiration | $ 2,400,000 |
Net Loss per Share - Schedule o
Net Loss per Share - Schedule of Basic and Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | ||
Numerator | |||
Net loss before allocation to noncontrolling interest | $ (103,113) | $ (73,261) | |
Net loss attributable to AST LLC pre-Business Combination | 0 | (11,580) | |
Net loss attributable to the noncontrolling interest post Business Combination | (71,473) | (42,708) | |
Net loss attributable to common stockholders | (31,640) | (18,973) | |
Net income (loss) attributable to common stockholders - diluted | $ (31,640) | $ (18,973) | |
Common Class A [Member] | |||
Weighted Average Number of Shares Outstanding, Diluted [Abstract] | |||
Weighted-average number of Class A Common Stock outstanding - basic | [1] | 54,437,073 | 51,729,785 |
Weighted-average number of Class A Common Stock outstanding - diluted | [1] | 54,437,073 | 51,729,785 |
Net loss per share attributable to holders of Class A Common Stock - basic | [1] | $ (0.58) | $ (0.37) |
Net loss per share attributable to holders of Class A Common Stock - diluted | [1] | $ (0.58) | $ (0.37) |
[1] Net loss per share information for the year ended December 31, 2021 did not include the loss prior to the date of Business Combination. Refer to Note 18: Net Loss Per Share for further information. |
Net Loss per Share (Details Nar
Net Loss per Share (Details Narrative) | 12 Months Ended |
Dec. 31, 2022 shares | |
Class B Common Stock [Member] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Antidilutive securities excluded from computation of loss per share amount | 50,041,757 |
Class C Common Stock [Member] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Antidilutive securities excluded from computation of loss 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 loss per share amount | 11,547,600 |
Private Warrants Outstanding [Member] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Antidilutive securities excluded from computation of loss per share amount | 6,050,000 |
Performance Shares [Member] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Antidilutive securities excluded from computation of loss per share amount | 1,457,000 |
Related Parties (Details Narrat
Related Parties (Details Narrative) $ in Thousands, € in Millions | 12 Months Ended | |||||||
Jan. 12, 2022 EUR (€) | Feb. 04, 2020 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2022 EUR (€) | Sep. 06, 2022 USD ($) | Jun. 30, 2022 USD ($) | May 16, 2022 USD ($) | |
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | ||||||||
Line Of Credit Facility Interest Rate | 7% | |||||||
Consolidated cash exceeds | € | € 4 | |||||||
Outstanding balance | $ 500 | |||||||
Total long-term debt | $ 4,758 | $ 5,000 | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 4.20% | 4.20% | ||||||
Related Party Costs | $ 100 | $ 300 | ||||||
Annual maintenance fee payable | $ 500 | |||||||
Rakuten Agreement [Member] | ||||||||
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8% | |||||||
Capital investment | $ 5,000 | |||||||
Penalty amount payable | $ 10,000 | $ 10,000 | ||||||
Debt Instrument, term | 3 years | |||||||
Debt Instrument, frequency of periodic payment | 12 quarterly installments | |||||||
Estimated liability recorded | $ 10,000 | |||||||
Share Sale and Purchase Agreement [Member] | ||||||||
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | ||||||||
Consideration due to related party on sale and purchase agreement | € | € 8 | |||||||
In Motion Holdings LLC [Member] | Operating Agreement [Member] | ||||||||
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | ||||||||
Percentage of interest on fully diluted basis | 13% | |||||||
AST And Science LLC [Member] | ||||||||
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | ||||||||
Revolving Loan | € | 1.5 | |||||||
Line of credit facility maximum borrowing capacity | € | € 0.8 | |||||||
Line Of Credit Facility Interest Rate | 4% | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 8% | |||||||
AST And Science LLC [Member] | Nonrecourse [Member] | ||||||||
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | ||||||||
Total long-term debt | $ 1,000 |