Cover
Cover - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2023 | Apr. 01, 2024 | Mar. 28, 2024 | Jun. 30, 2023 | |
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, 2023 | |||
Document Fiscal Period Focus | FY | |||
Document Fiscal Year Focus | 2023 | |||
Current Fiscal Year End Date | --12-31 | |||
Entity File Number | 001-39040 | |||
Entity Registrant Name | AST SPACEMOBILE, INC. | |||
Entity Central Index Key | 0001780312 | |||
Entity Tax Identification Number | 84-2027232 | |||
Entity Incorporation, State or Country Code | DE | |||
Entity Address, Address Line One | Midland Intl. Air & Space Port | |||
Entity Address, Address Line Two | 2901 Enterprise Lane | |||
Entity Address, City or Town | Midland | |||
Entity Address, State or Province | TX | |||
Entity Address, Postal Zip Code | 79706 | |||
City Area Code | 432 | |||
Local Phone Number | 276-3966 | |||
Icfr Auditor Attestation Flag | false | |||
Entity Well-known Seasoned Issuer | No | |||
Entity Voluntary Filers | No | |||
Entity Current Reporting Status | Yes | |||
Entity Interactive Data Current | Yes | |||
Entity Filer Category | Non-accelerated Filer | |||
Entity Small Business | true | |||
Entity Emerging Growth Company | true | |||
Entity Ex Transition Period | false | |||
Entity Shell Company | false | |||
Entity Public Float | $ 372.6 | |||
Auditor Firm ID | 185 | |||
Auditor Name | KPMG LLP | |||
Auditor Location | Miami, Florida | |||
Document Financial Statement Error Correction [Flag] | false | |||
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 | 138,132,310 | |||
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 $11.50 | |||
Trading Symbol | ASTSW | |||
Security Exchange Name | NASDAQ | |||
Common Class B [Member] | ||||
Entity Addresses [Line Items] | ||||
Entity Common Stock, Shares Outstanding | 39,747,448 | |||
Common Class C [Member] | ||||
Entity Addresses [Line Items] | ||||
Entity Common Stock, Shares Outstanding | 78,163,078 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 85,622 | $ 238,588 |
Restricted cash | 2,475 | 668 |
Prepaid expenses | 4,591 | 4,100 |
Other current assets | 14,194 | 24,954 |
Total current assets | 106,882 | 268,310 |
Non-current assets: | ||
Property and equipment, net | 238,478 | 145,989 |
Operating lease right-of-use assets, net | 13,221 | 7,671 |
Other non-current assets | 2,311 | 16,402 |
TOTAL ASSETS | 360,892 | 438,372 |
Current liabilities: | ||
Accounts payable | 20,575 | 13,929 |
Accrued expenses and other current liabilities | 23,926 | 12,903 |
Current operating lease liabilities | 1,468 | 722 |
Current portion of long-term debt, net | 252 | 242 |
Total current liabilities | 46,221 | 27,796 |
Warrant liabilities | 29,960 | 38,946 |
Non-current operating lease liabilities | 11,900 | 7,046 |
Long-term debt, net | 59,252 | 4,758 |
Total liabilities | 147,333 | 78,546 |
Commitments and contingencies (Note 10) | ||
Stockholders' Equity: | ||
Additional paid-in capital | 288,404 | 235,384 |
Accumulated other comprehensive income | 227 | 229 |
Accumulated deficit | (189,662) | (102,101) |
Noncontrolling interest | 114,568 | 226,294 |
Total stockholders' equity | 213,559 | 359,826 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 360,892 | 438,372 |
Common Class A [Member] | ||
Stockholders' Equity: | ||
Common Stock Value | 9 | 7 |
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, 2023 | Dec. 31, 2022 |
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 | 90,161,309 | 71,819,926 |
Common Stock, Shares, Outstanding | 90,161,309 | 71,819,926 |
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 | 50,041,757 |
Common Stock, Shares, Outstanding | 50,041,757 | 50,041,757 |
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 Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Revenues | $ 0 | $ 13,825 |
Cost of sales (exclusive of items shown separately below) | 0 | 6,714 |
Gross profit | 0 | 7,111 |
Operating expenses: | ||
Engineering services costs | 78,811 | 54,212 |
General and administrative costs | 41,601 | 48,332 |
Research and development costs | 47,486 | 45,620 |
Depreciation and amortization | 54,469 | 4,711 |
Total operating expenses | 222,367 | 152,875 |
Other income (expense): | ||
Gain on remeasurement of warrant liabilities | 8,986 | 19,114 |
Interest income (expense), net | 2,675 | 2,633 |
Other (expense) income, net | (10,290) | 21,521 |
Total other income (expense), net | 1,371 | 43,268 |
Loss before income tax expense | (220,996) | (102,496) |
Income tax expense | (1,681) | (617) |
Net loss before allocation to noncontrolling interest | (222,677) | (103,113) |
Net loss attributable to the noncontrolling interest | (135,116) | (71,473) |
Net loss attributable to common stockholders | $ (87,561) | $ (31,640) |
Common Class A [Member] | ||
Net loss per share attributable to holders of Class A Common Stock | ||
Basic | $ (1.07) | $ (0.58) |
Diluted | $ (1.07) | $ (0.58) |
Weighted average shares of Class A Common Stock outstanding | ||
Weighted-average shares of Class A Common Stock outstanding - basic | 81,824,122 | 54,437,073 |
Weighted-average shares of Class A Common Stock outstanding - diluted | 81,824,122 | 54,437,073 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (loss) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||
Net loss before allocation to noncontrolling interest | $ (222,677) | $ (103,113) |
Other comprehensive loss | ||
Foreign currency translation adjustments | (6) | (295) |
Total other comprehensive loss | (6) | (295) |
Total comprehensive loss before allocation to noncontrolling interest | (222,683) | (103,408) |
Comprehensive loss attributable to noncontrolling interest | (135,120) | (71,704) |
Comprehensive loss attributable to common stockholders | $ (87,563) | $ (31,704) |
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] | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit [Member] | Noncontrolling Interest [Member] |
Beginning balance, value at Dec. 31, 2021 | $ 351,972 | $ 5 | $ 5 | $ 8 | $ 171,155 | $ (433) | $ (70,461) | $ 251,693 |
Beginning 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 equity under employee stock plan | 1,595,165 | (1,595,165) | ||||||
Issuance of equity under employee stock plan | 73 | 2,408 | (2,335) | |||||
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 | |||||||
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 | |||||
Stock-based compensation | 13,289 | 12,631 | 658 | |||||
Issuance of common stock, net of issuance costs | 63,767 | $ 1 | 36,892 | 26,874 | ||||
Issuance of common stock, net of issuance costs, Shares | 14,027,909 | |||||||
Issuance of equity under employee stock plan | 3,639,645 | |||||||
Issuance of equity under employee stock plan | 225 | $ 1 | 3,699 | (3,475) | ||||
Vesting of restricted stock units | (865) | (202) | (663) | |||||
Vesting of restricted stock, Shares | 673,829 | |||||||
Foreign currency translation adjustments | (6) | (2) | (4) | |||||
Net loss | (222,677) | (87,561) | (135,116) | |||||
Ending balance, value at Dec. 31, 2023 | $ 213,559 | $ 9 | $ 5 | $ 8 | $ 288,404 | $ 227 | $ (189,662) | $ 114,568 |
Ending balance, shares at Dec. 31, 2023 | 90,161,309 | 50,041,757 | 78,163,078 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash flows from operating activities: | ||
Net loss before allocation to noncontrolling interest | $ (222,677) | $ (103,113) |
Adjustments to reconcile net loss before noncontrolling interest to cash used in operating activities: | ||
Gain on sale of Nano | 0 | (24,542) |
Depreciation and amortization | 54,469 | 4,711 |
Gain on remeasurement of warrant liabilities | (8,986) | (19,114) |
Loss on disposal/sale of property and equipment | 110 | 305 |
Amortization of debt issuance costs | 1,155 | 0 |
Stock-based compensation | 13,289 | 9,391 |
Issuance of common stock for commitment shares | 0 | 332 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 0 | (1,993) |
Inventory | 0 | (2,461) |
Prepaid expenses and other current assets | 12,082 | (24,588) |
Accounts payable and accrued expenses | (149) | 18,438 |
Operating lease liabilities | 48 | 40 |
Deferred revenue | 0 | 2,395 |
Other assets and liabilities | 1,717 | (16,265) |
Net cash used in operating activities | (148,942) | (156,464) |
Cash flows from investing activities: | ||
Purchase of property and equipment and advance launch payments | 118,807 | 57,284 |
Proceeds from sale of Nano, net of cash deconsolidated and transaction costs | 0 | 25,932 |
Net cash used in investing activities | (118,807) | (31,352) |
Cash flows from financing activities: | ||
Proceeds from debt | 63,500 | 230 |
Repayments of debt | (242) | 0 |
Payment for debt issuance costs | (9,653) | 0 |
Proceeds from issuance of common stock, net of issuance costs | 63,767 | 102,023 |
Issuance of equity under employee stock plan | 225 | 73 |
Employee taxes paid for stock-based compensation awards | (865) | 0 |
Proceeds from warrant exercises | 0 | 14 |
Net cash provided by financing activities | 116,732 | 102,340 |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (142) | 195 |
Net (decrease) increase in cash, cash equivalents and restricted cash | (151,159) | (85,281) |
Cash, cash equivalents and restricted cash, beginning of period | 239,256 | 324,537 |
Cash, cash equivalents and restricted cash, end of period | 88,097 | 239,256 |
Non-cash transactions: | ||
Purchases of property and equipment in accounts payable and accrued expense | 18,409 | 4,926 |
Right-of-use assets obtained in exchange for operating lease liabilities | 6,739 | 1,129 |
Interest | 3,243 | 224 |
Income taxes, net | $ 492 | $ 684 |
Organization and Nature of Oper
Organization and Nature of Operations | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Nature of Operations | 1. Organization and Nature of Operations AST SpaceMobile, Inc., collectively with its subsidiaries (”SpaceMobile” or the “Company”) is 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 off-the-shelf and unmodified 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 is headquartered in Texas where it operates 185,000 square feet satellite assembly, integrating and testing (“AIT”) facilities. The Company’s intellectual property (“IP”) portfolio is diverse, containing numerous and various innovations of the direct-to-cell satellite ecosystem from space to Earth. The Company’s IP portfolio consists of 36 patent families worldwide. As of December 31, 2023, the Company has more than 3,350 patent and patent pending claims worldwide, of which approximately 1,050 have been officially granted or allowed. The Company launched its BlueWalker 3 (“BW3”) test satellite on September 10, 2022, and announced the completion of the deployment of the communication phased array antenna of the BW3 test satellite in orbit on November 14, 2022. On April 25, 2023, the Company announced that it had successfully completed two-way voice calls directly to standard unmodified smartphones using the BW3 test satellite. On June 21, 2023, the Company announced that it had achieved repeated successful 4G download speeds of above 10 megabits per second (“Mbps”) to standard unmodified smartphones using the BW3 test satellite. On September 19, 2023, the Company announced it had achieved repeated successful two-way voice calls directly to standard unmodified smartphones using 5G connectivity and successful download speeds of approximately 14 Mbps utilizing 5 megahertz (“Mhz”) of low band spectrum via the BW3 test satellite. The Company intends to continue testing capabilities of the BW3 test satellite, including further testing with cellular service providers and devices. On April 6, 2021, the Company completed a business combination (the “Business Combination”) with AST & Science, LLC (“AST LLC”). Following the consummation of the Business Combination, the combined company was organized in an “Up-C” structure in which the business is operated by AST LLC and its subsidiaries and in which the Company's only direct assets consist of equity interests in AST LLC. As the managing member of AST LLC, the Company 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. The Company’s Class A Common Stock and Public Warrants are listed on the Nasdaq Capital Market under the symbols “ASTS” and “ASTSW”, respectively. The Company operates from multiple locations that include its corporate headquarters and 185,000 square feet AIT facilities in Texas where the final AIT is performed, and engineering and development centers elsewhere in the United States, India, Scotland, Spain, and Israe l. 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, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements and related notes have been prepared by the Company in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and the requirements of the Securities and Exchange Commission (“SEC”). The consolidated financial statements include the accounts of the Company and its subsidiaries. Intercompany transactions and balances have been eliminated upon consolidation. Certain comparative amounts have been reclassified to conform to the current period presentation. These reclassifications had no effect on the reported results of operations. As the Company is the sole managing member of AST LLC and has full, exclusive and complete discretion to manage and control the business of AST LLC and to take all actions it deems necessary, appropriate, advisable, incidental, or convenient to accomplish the purposes of AST LLC, the financial statements of AST LLC and its subsidiaries have been prepared on a consolidated basis with the Company. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. The Company bases its estimates and assumptions on historical experience when available and on other market-specific or other relevant assumptions that it believes to be reasonable under the circumstances. Significant estimates and assumptions reflected in these financial statements include, but are not limited to, useful lives assigned to property and equipment, the fair values of warrant liabilities, potential impairment of 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 geopolitical conflicts and macroeconomic conditions including changes in 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 (expense) income, net in the consolidated statements of operations. Segments Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The Company’s CODM is its Chief Executive Officer. The Company has determined that it operates in one operating segment, as the CODM reviews financial information presented on a combined basis for purposes of making operating decisions, allocating resources, and evaluating financial performance. Cash and Cash Equivalents The Company’s cash 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. Cash is primarily maintained at Federal Deposit Insurance Corporation (“FDIC”) insured financial institutions. 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. Interest income earned on cash and cash equivalents and restricted cash are reported under interest income (expense), net in the consolidated statement of operations. Cash and cash equivalents and restricted cash as of December 31, 2023 are subject to minimal credit risk. Restricted Cash Restricted cash represents cash held in escrow and deposit accounts. These funds are restricted as to withdrawal or use under the terms of the contractual agreements. Property and Equipment Property and equipment are carried at cost less accumulated depreciation. The cost of self-constructed BB satellite assets consists of direct materials, direct labor, launch costs, and other direct costs attributable to bringing the asset to a working condition and desired location for the intended use. Costs incurred, including direct materials purchased and launch payments made, until the completion of the construction and launch of the BB satellites are reported as satellite materials, satellites under construction, and advance launch payments within construction-in-progress. Once launched in orbit, the costs of the BB satellites are reported as satellites in orbit and depreciation of the satellites commences once the BB satellites are ready for their intended use. The Company capitalizes the costs of the test satellites if there is an alternative future use for the test satellites. The Company capitalizes only those expenditures and ancillary costs that are directly attributable to assembly and testing and necessarily incurred to place the test satellites into their intended location and use. These costs include materials costs, launch cost, and other non-recurring costs directly associated with the development of the test satellites. The other non-recurring costs primarily include third-party vendors who are hired solely for the design, assembly, and testing of the test satellite and are responsible for the value and progression of the project. The costs for internal, recurrent engineering employees and consultants are expensed as engineering services costs and not capitalized to the cost of the test satellites, as these employees are not directly associated with the development of the test satellites. To date, the Company has capitalized one test satellite, BW3, which is reported as part of satellites in orbit within property and equipment. The Company capitalizes the costs of software obtained for internal use in accordance with the guidance for accounting for costs of computer software obtained for internal use. Capitalization of software obtained for internal use commences during the development phase of the project and ends when the asset is ready for its intended use. Software obtained for internal use is generally amortized on a straight-line basis over the estimated useful life and included within property and equipment on the Company’s consolidated balance sheet. Capitalized costs of software obtained for internal use for the year ended December 31, 2023 were $ 7.0 million, all of which was developed by third parties to the Company. No such costs were incurred in 2022. The Company records depreciation in a manner that recognizes the cost of its depreciable assets over their estimated useful lives using the straight-line method. Leasehold improvements are amortized over the shorter of the terms of the underlying leases or the estimated useful lives of the improvements. Repairs and maintenance costs that do not extend the useful life or enhance the productive capacity of an asset are expensed as incurred. 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. The Company depreciates the assets over the estimated useful lives as follows: Estimated Useful Life Buildings 30 years Computers, software, and equipment 2 to 10 years Leasehold improvements Shorter of estimated useful life or lease term Satellite antennas 5 years Satellites in orbit 2 to 7 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. Impairment of Long Lived Assets Long-lived assets 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, 2023 and 2022. 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 consolidated statements of operations. Fair Value Measurements 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. The Company uses the following valuation techniques to measure fair value for its assets and liabilities: • Level 1: Quoted prices in active markets for identical assets and liabilities. • 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, quoted prices for identical assets or liabilities in markets that are not active, inputs other than quoted prices that are observable such as interest rate and yield curves, and market-corroborated inputs. • Level 3: Unobservable inputs based on the Company's assessment of the assumptions that market participants would use in pricing the asset or liability. Revenue Recognition To date, the Company has not generated any revenues from its SpaceMobile Service. The Company's former subsidiary, NanoAvionika UAB (“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 for the year ended December 31, 2022 exclusively related to Nano’s sales of goods and services until the completion of the sale of Nano on September 6, 2022. 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. Revenue for services provided was recognized 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 performance obligations did not meet the criteria for over time recognition such as satellite hardware and subsystems. In these scenarios, revenue was recognized upon transfer of control of the performance obligation to the customer. Revenue was deferred in the event all the performance obligations were not satisfied for which compensation was received. Revenue associated with unsatisfied performance obligations were contract liabilities, which were recorded within accrued expenses and other current liabilities in the consolidated balance sheets. Upon the sale of Nano on September 6, 2022, there were no deferred revenues related to Nano’s sale of goods and services recorded in the Company’s consolidated balance sheet as of December 31, 2022. Costs to obtain Nano’s sales 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 sales contract and thus were capitalized. Costs to fulfill Nano’s sales contracts, such as overhead costs and third-party costs to manufacture, did not meet the specified capitalization criteria (i.e., did not generate or enhance Nano’s resources) and as such were expensed as incurred. Costs to obtain and fulfill Nano’s sales contracts were immaterial. Cost of Sales Cost of sales included 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 until the completion of the sale of Nano on September 6, 2022. Engineering Services Costs Engineering services costs are charged to expense as incu rred. Engineering services costs consist primarily of the cost of employees and consultants involved in the design and development of the BB satellites, managing the network and satellite operations centers, and indirect costs related to the assembly, integration and testing of the BB satellites, license cost, and general expenses related to AIT facilities and engineering development centers. Research and Development Costs Research and development costs are charged to expense as incurred. Research and development costs consist principally of development activities in which the Company typically engages third-party vendors for the design and development of the electronic componentry, software, and mechanical deployment systems and materials and supplies consumed in the development activities. Costs for certain research and development activities are recognized based on the completion of milestones that trigger payments. Stock-Based Compensation The Company accounts for equity awards, including grants of stock options and restricted stock units, in accordance with ASC 718, Compensation – Stock Compensation (“ASC 718”). ASC 718 requires all equity-based payments to employees, which includes grants of employee equity awards, to be recognized in the consolidated statements of operations based on their grant date fair values. The Company issues stock-based compensation awards to the employees, non-employees, and non-employee directors of its subsidiaries. The Company accounts for stock-based compensation for awards granted to non-employees in a similar fashion to the way it accounts for stock-based compensation awards to employees. The Company estimates the grant date fair value of stock options granted to employees, non-employees, and non-employee members of the Board of Directors using the Black-Scholes option-pricing model. Use of the Black-Scholes model requires the Company to make assumptions with respect to the expected term of stock options, the expected volatility of the common stock consistent with the expected life of the option, risk-free interest rates and expected dividend yields of the common stock. The fair value of restricted stock units granted to employees, non-employees and non-employee members of the Board of Directors is based on the fair value of the Company’s stock on the grant date. For awards that vest based solely on achievement of a service condition, the Company recognizes expense on a straight-line basis over the period during which the award holder provides such services. For awards that vest based on both service and performance conditions, the Company recognizes expense using a graded method for such awards only to the extent it believes achievement of the performance conditions are probable. The Company recognizes forfeitures as they occur and reverses any previously recognized compensation cost associated with forfeited awards. The Company accounts for the compensation associated with equity awards by offsetting expense with additional paid-in capital. The Company’s less than wholly owned subsidiary, AST LLC, has issued stock-based compensation awards to its employees, non-employees, and non-employee directors. The exercise of these awards decreases 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, 2023 and 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. Noncontrolling Interests The noncontrolling interests primarily represent the equity interest in AST LLC held by members other than the Company. Changes in the Company’s ownership interest in AST LLC while retaining control of AST LLC are accounted for as equity transactions. Income or loss is attributed to the noncontrolling interests based on their contractual distribution rights, and the relative percentages of equity interest held by the Company and the other members during the period. Net Loss per Share The Company reports both basic and diluted net loss per share. Basic net 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 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 July 2023, the FASB issued ASU 2023-03, Presentation of Financial Statements (Topic 205), Income Statement – Reporting Comprehensive Income (Topic 220), Distinguishing Liabilities from Equity (Topic 480), Equity (Topic 505), and Compensation – Stock Compensation (Topic 718) , which amends or supersedes various SEC paragraphs within the codification to conform to past announcements and guidance issued by the SEC. The amendments in this ASU reflect alignment to Staff Accounting Bulletin No. 120 ("SAB 120") that was issued by the SEC in November 2021. SAB 120 provides guidance to entities issuing share-based awards shortly before announcing material, nonpublic information. The guidance indicates that entities should consider such material nonpublic information to adjust the observable market if the effect of the release of the material nonpublic information is expected to affect the share price and the share-based awards are non-routine in nature. This ASU was effective immediately, and the adoption of this ASU did not have a material impact on the Company’s consolidated financial statements. Future Adoption of Recently Issued Accounting Pronouncements In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280), Improvements to Reportable Segment Disclosures , that requires a public entity to disclose significant segment expenses and other segment items on an annual and interim basis and provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently required annually. It requires a public entity to also disclose the title and position of the Chief Operating Decision Maker. The ASU is effective for the Company on January 1, 2024, and interim periods within fiscal years beginning January 1, 2025. Early adoption is permitted. A public entity should apply the amendments in this ASU retrospectively to all prior periods presented in the financial statements. The Company is currently evaluating the potential impact of adopting this ASU on its consolidated financial statements. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740), Improvements to Income Tax Disclosures . ASU 2023-09 requires a public business entity (PBE) to disclose, on an annual basis, a tabular rate reconciliation using both percentages and currency amounts, broken out into specified categories with certain reconciling items further broken out by nature and jurisdiction to the extent those items exceed a specified threshold. In addition, all entities are required to disclose income taxes paid, net of refunds received disaggregated by federal, state/local, and foreign and by jurisdiction if the amount is at least 5% of total income tax payments, net of refunds received. The ASU is effective for the Company on January 1, 2025. Early adoption is permitted. The Company is currently evaluating the potential impact of adopting this ASU on its consolidated financial statements. 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. |
Fair Value Measurement
Fair Value Measurement | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | 3. Fair Value Measurement The Company’s financial assets and liabilities measured at fair value on a recurring basis were as follows (in thousands): As of December 31, 2023 Level 1 Level 2 Level 3 Assets: Cash equivalents $ 69,661 $ - $ - Total assets measured at fair value $ 69,661 $ - $ - Liabilities: Public warrant liability $ 18,707 $ - $ - Private placement warrant liability - 11,253 - Total liabilities measured at fair value $ 18,707 $ 11,253 $ - As of 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 $ - As of December 31, 2023 and December 31, 2022, respectively, the Company had $ 88.1 million and $ 239.3 million of cash and cash equivalents and restricted cash, of which $ 69.7 million and $ 230.7 million , respectively, is classified as cash equivalents, which consists principally of short-term money market funds with original maturities of 90 days or less. As of December 31, 2023 , restricted cash of $ 2.5 million represents a deposit into an interest reserve escrow account in accordance with the requirements under the Atlas Credit Agreement defined in Note 8: Debt, and a deposit against the bank guaranty issued to the landlord for lease of a property. As of December 31, 2022 , restricted cash of $ 0.7 million represented deposits against the bank guaranty issued to the landlord for lease of a property. For certain instruments, including cash, accounts payable, and accrued expenses, it was estimated that the carrying amount approximated fair value because of the short maturities of these instruments. 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 detail at Note 9: Warrant Liabilities. As of December 31, 2023 and December 31, 2022, 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, 2023 and December 31, 2022, 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 initially 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. As of December 31, 2023, the risk-free rate assumption was based on the two-and three-year U.S. Treasury rates as the estimated time to expiration was 2.26 years (compared to an estimated time to expiration of 3.26 years as of December 31, 2022). 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, 2023 and 2022 was 80.4 % and 109.6 % , respectively. |
Other Assets
Other Assets | 12 Months Ended |
Dec. 31, 2023 | |
Disclosure Text Block Supplement [Abstract] | |
Other Assets | 4. Other Assets Other current assets consisted of the following (in thousands): As of December 31, 2023 2022 Advances to suppliers $ 12,793 $ 22,947 VAT receivable 1,152 1,673 Others 249 334 Total other current assets $ 14,194 $ 24,954 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | 5. Property and Equipment Property and equipment, net consisted of the following (in thousands): As of December 31, 2023 2022 Land $ 1,350 $ 1,350 Buildings 14,555 10,268 Leasehold improvements 9,111 8,197 Satellite in orbit (1) 92,464 - Lab, assembly, and integration equipment 31,957 13,657 Satellite antenna 7,188 5,142 Computer hardware and software 11,112 3,153 Other 1,230 1,707 Construction in progress BlueWalker 3 test satellite (1) - 92,077 Satellite materials, satellites under construction, and advance launch payments (2) 125,428 10,721 Other 5,256 6,696 Total property and equipment, gross $ 299,651 $ 152,968 Accumulated depreciation and amortization $ ( 61,173 ) ( 6,979 ) Total property and equipment, net $ 238,478 $ 145,989 (1) BlueWalker 3 test satellite was determined to be ready for its intended use on April 25, 2023 and was reclassified from Construction in progress to Satellite in orbit as of that date and depreciated over its expected remaining useful life of approximately 16 months. (2) Advance launch payments, which were included in other non-current assets as of December 31, 2022, were reclassified to property and equipment as of June 30, 2023. Depreciation expense for the years ended December 31, 2023 and 2022 was approximately $ 54.5 million and $ 4.6 million , respectively. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Leases | 6. 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 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. Where implicit rates are not included in the lease agreement, the Company determines the incremental borrowing rate at lease commencement date based on various factors, including the lowest grade of debt available in the marketplace for the same term as the associated lease. 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 were abated, as the Company prepaid the rent in each period and achieved an increasing level of financial commitments, measured annually on March 31st of each of the first five years of the lease. 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 recognized the lease reimbursements as an offset to rent expense for the related reimbursable month. In addition, the Company qualified for an additional five years (years six through ten of the term) of abatements which were 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. 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, 2023 2022 Operating lease right-of-use assets, net $ 13,221 $ 7,671 Operating lease liabilities $ 13,368 $ 7,768 Weighted-average lease term (in years) 8.4 9.3 Weighted-average discount rate 13.2 % 13.1 % 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 consolidated statements of operations for the periods presented (in thousands): Year ended December 31, 2023 2022 Short-term operating lease expense $ 2,159 $ 1,191 Operating lease expense 2,046 939 Total lease expense $ 4,205 $ 2,130 As of December 31, 2023, the maturities of the Company’s operating lease liabilities were as follows (in thousands): 2024 $ 3,078 2025 2,909 2026 2,541 2027 2,326 2028 2,269 Thereafter 8,867 Total lease payments 21,990 Less effects of discounting ( 8,622 ) Present value of lease liabilities $ 13,368 Included in the Company's consolidated statements of cash flows under operating activities for the years ended December 31, 2023 and 2022 was $ 2.0 million and $ 0.8 million, respectively, of cash paid for amounts included in the measurement of lease liabilities. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | 7. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following (in thousands): As of December 31, 2023 2022 Salaries, wages and benefits $ 2,338 $ 2,357 Research and development 5,644 3,855 Property and equipment 8,807 1,796 Other professional services 2,429 1,819 Deferred other income 2,246 2,499 Others 2,462 577 Total accrued expenses and other current liabilities $ 23,926 $ 12,903 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Debt | 8. Debt Long-term debt consists of the following (in thousands): As of December 31, 2023 2022 Senior secured credit facility (1) $ 52,023 $ - Capital equipment loan 15,000 - Term loan 4,758 5,000 Total debt 71,781 5,000 Less: current portion of long-term debt ( 252 ) ( 242 ) Less: unamortized debt issuance costs (1) ( 12,277 ) - Long-term debt, net of issuance costs $ 59,252 $ 4,758 (1) Includes estimated exit fee of $ 3.5 million due at maturity. The aggregate future contractual maturities of long-term debt were as follows as of December 31, 2023 (in thousands): Year As of December 31, 2023 2024 $ 252 2025 2,920 2026 55,125 2027 2,466 2028 5,363 Thereafter 5,655 Total principal $ 71,781 As of December 31, 2023 and December 31, 2022, the aggregate fair value of the Company’s debt was $ 68.7 million and $ 4.3 million, respectively. The fair value of the debt has been determined under the discounted cash flow method using significant inputs derived from, or corroborated by, observable market data (Level 2 inputs). Debt discount and issuance costs are comprised of costs incurred in connection with debt issuance and are presented in the consolidated balance sheets as a deduction to the carrying amount of the associated debt and amortized using the effective interest method to interest expense over the term of the debt. During the year ended December 31, 2023 and 2022, the Company recognized $ 4.5 million and $ 0.2 million of interest expense related to the debt noted above, respectively. The interest expense included amortization of debt issuance costs of $ 1.2 million for the year ended December 31, 2023. Interest expense is included in interest income (expense), net in the accompanying consolidated statements of operations. As of December 31, 2023, the Company was in compliance with all debt covenants requirements. Senior secured credit facility On August 14, 2023, AST LLC entered into a senior secured term loan credit agreement with ACP Post Oak Credit II LLC as administrative agent and collateral agent and Atlas Credit Partners, LLC (“Atlas”) as lender, providing for a principal loan commitment of up to $ 100.0 million (the “Atlas Credit Agreement”), of which $ 48.5 million was borrowed upon closing (“Senior secured credit facility loan”). In addition, a two-year collateral protection insurance policy was issued to the lenders and a cash premium based on a single digit percentage of the amount drawn was paid to the insurance provider thereunder (the “Cash Premium”). An additional amount of up to $ 51.5 million may be borrowed only to the extent the Company raises additional capital through equity raises and obtains an additional collateral protection insurance policy such that the Company has insurance coverage equal to at least the amount of borrowings under the facility. The initial borrowing of $ 48.5 million accrues interest at a fixed rate equal to the three-month secured overnight financing rate (“SOFR”) as of the closing date plus 9.625 % per annum equal to 14.75 % (the “Atlas Fixed Rate”) payable on the last business day of each fiscal quarter. The borrowing amounts are payable at maturity on August 14, 2026 and are subject to mandatory prepayments upon the occurrence of certain specified events. Upon closing, the Company received proceeds of $ 37.2 million, net of debt issuance costs of $ 9.5 million and deposit of $ 1.8 million into an interest reserve escrow account. Debt issuance costs of $ 9.5 million consist of agent fees, offering expenses, and two years of cash premium. Debt issuance costs also includes an estimated exit fee of $ 3.5 million equal to $ 2.8 million plus 1.50 % of any undrawn commitments payable upon maturity. Total debt issuance costs are accreted to interest expense over the term of the Atlas Credit Agreement using the effective interest method. The net proceeds were and are expected to continue to be used for general corporate purposes as permitted under the Atlas Credit Agreement. Borrowings are secured by substantially all of the assets of the Company and its subsidiaries other than the assets of certain excluded subsidiaries. The Atlas Credit Agreement contains customary affirmative and negative covenants, requires the Company to maintain certain levels of liquidity, limits the Company’s ability to incur additional indebtedness, make restricted payments (including cash dividends on common stock), and sell or otherwise dispose of its assets, among other restrictions. The Company has the option to prepay all or part of the outstanding principal balance of the Senior secured credit facility loan. Any repayment of principal prior to the eighteenth-month anniversary of closing will be subject to a call premium equal to the present value of all interest payments due through the eighteenth-month anniversary, calculated using a discount rate equal to the applicable treasury rate as of the repayment date plus 50 basis points. The amount borrowed and outstanding shall be mandatorily repaid in the case of certain events as specified in the Atlas Credit Agreement. Specifically, in the event of a Change in Control, Atlas has the right to immediately redeem all outstanding borrowings at a price of 101 % of the outstanding principal amount plus the call premium and accrued and unpaid cash interest. This mandatory prepayment qualifies as an embedded derivative requiring bifurcation. The Company determined the fair value of the mandatory prepayment derivative feature is immaterial. Capital equipment loan On August 14, 2023, AST LLC and certain other subsidiaries of the Company entered into a loan agreement with Lone Star State Bank of West Texas (“Lone Star”) as lender, providing for $ 15.0 million principal term loan commitment secured by certain real property fixtures and equipment in one of the Company’s Texas facilities (the “Lone Star Loan Agreement”) of which the entire term loan amount was borrowed on September 19, 2023. The Lone Star Loan Agreement includes certain customary affirmative and negative covenants. The net proceeds were and are expected to continue to be used for general corporate purposes. Borrowings accrue interest at the Prime Rate plus 0.75 %, subject to a ceiling rate. As of December 31, 2023, the effective interest rate on the borrowings is 9.48 % per annum. Interest payments are due and payable on a monthly basis. Interest payments began in September 2023 and principal payments will begin in April 2025. Principal repayments are thereafter due in 48 equal monthly installments until January 2029, the maturity date of the loan. In connection with the Lone Star Loan Agreement, the Company deposited a cash balance of $ 15.0 million in the Lone Star Bank Money Market Fund. This cash balance will be converted to restricted cash if the Company fails to maintain a consolidated balance of cash and cash equivalents of at least $ 75.0 million. This restricted cash will be used to offset against the term loan obligations if the Company fails to maintain a consolidated balance of cash and cash equivalents of at least $ 50.0 million. Term loan 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 “Term Loan 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 Term Loan 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. |
Warrant Liabilities
Warrant Liabilities | 12 Months Ended |
Dec. 31, 2023 | |
Warrant Liabilities | |
Warrant Liabilities | 9. 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 approximately $ 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. During the year ended December 31, 2023 , no Public Warrants were exercised and no Private Placement Warrants were converted to Public Warrants. At December 31, 2023 and 2022 there were 11,547,600 Public Warrants and 6,050,000 Private Placement Warrants outstanding. As of December 31, 2023 and December 31, 2022, the Company recorded warrant liabilities of $ 30.0 million and $ 38.9 million in the consolidated balance sheets, respectively. For the years ended December 31, 2023 and 2022, the Company recognized a gain of $ 9.0 million and $ 19.1 million , respectively, on the change in the fair value of the warrant liabilities in the consolidated statements of operations. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 10. Commitments and Contingencies Purchase Commitments As of December 31, 2023, the Company had purchase commitments of approximately $ 13.5 million , primarily related to procurement of BB satellite components, R&D programs, and capital improvements. Legal Proceedings The Company is subject to various legal proceedings and claims that have arisen in the ordinary course of business and that have not been fully adjudicated. In the opinion of management, there was not at least a reasonable possibility the Company may have incurred a material loss, or a material loss in excess of any recorded accrual, with respect to loss contingencies. However, the outcome of litigation is inherently uncertain. Therefore, although management considers the likelihood of such an outcome to be remote, if one or more of these legal matters were resolved against the Company in a reporting period for amounts in excess of management’s expectations, the Company’s consolidated financial statements for that reporting period could be materially adversely affected. Delaware Class Action Litigations Following books and records demands pursuant to 8 Del. C. § 220, two stockholders have filed putative class action complaints in the Delaware Court of Chancery against the Company, certain current and former directors of the Company and its predecessor entity and manager, New Providence Acquisition Corp. and New Providence Management LLC, and Abel Avellan, alleging claims of breach of fiduciary duties and aiding and abetting such breaches, relating to the de-SPAC merger. The first of those complaints, Taylor v. Coleman, et al. (C.A. No. 2023-1292), was filed on December 27, 2023, and the second, Drulias v. New Providence Management LLC, et al., was filed on March 29, 2024 (collectively, the “Delaware Stockholder Class Actions”). Both complaints seek equitable relief and unspecified monetary damages. On March 15, 2024, prior to the filing of the Drulias action, Defendants had moved to dismiss the Taylor action. No schedule has been set for either of the Delaware Stockholder Class Actions. |
Stockholders_ Equity
Stockholders’ Equity | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Stockholders’ Equity | 11. Stockholders’ Equity Class A Common Stock At December 31, 2023, there were 90,161,309 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, 2023, there were 50,041,757 s hares of Class B Common Stock issued and outstanding. Shares of Class B Common Stock were issued to then existing equity holders of AST LLC (other than Mr. Abel Avellan, the Company’s Chairman and Chief Executive Officer (“Mr. Avellan”)) at the time of 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 equity holders (other than Mr. Avellan) at the time of the Business Combination 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 Company. Upon redemption of the AST LLC Common Units by the existing equity holders (other than Mr. Avellan), a corresponding number of shares of Class B common stock held by such existing equity holders will be cancelled. Class C Common Stock At December 31, 2023, there were 78,163,078 shares of Class C Common Stock issued and outstanding. Shares of Class C Common Stock were issued to Mr. Avellan in connection with the Business Combination and are non-economic, but entitle the holder to ten votes per share and the Class C Share Voting Amount, the latter of which is a number of votes per share equal to (1) (x) an amount of votes equal to 88.3 % of the total voting power of the outstanding voting stock, minus (y) the total voting power of the outstanding capital stock (other than Class C Common Stock) owned or controlled by Mr. Avellan and his permitted transferees, divided by (2) the number of shares of Class C Common Stock then outstanding (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 Company. 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, 2023 , 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 The noncontrolling interests primarily represent the equity interest in AST LLC held by members other than the Company. Changes in the Company’s ownership interest in AST LLC while retaining control of AST LLC are accounted for as equity transactions. Income or loss is attributed to the noncontrolling interests based on their contractual distribution rights, and the relative percentages of equity interest held by the Company and the other members during the period. As the sole managing member of AST LLC controlling the operating decisions of AST LLC, the Company consolidates the financial position and results of operations of AST LLC and its subsidiaries. The Company reports equity interest in AST LLC held by members other than the Company as noncontrolling interest in the consolidated balance sheets. The noncontrolling interest is classified as permanent equity within the consolidated balance sheets as the Company may only elect to settle a redemption request in cash if the cash delivered in the exchange is limited to the amount of net proceeds from the issuance and sale of a Class A Common Stock from a new permanent equity offering. 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, 2023, there were 11,547,600 Public Warrants and 6,050,000 Private Placement Warrants outstanding (see Note 9: 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 Fifth Amended and Restated Limited Liability Company Operating Agreement of AST LLC permits the noncontrolling interest holders of AST LLC Common Units to exchange AST LLC Common Units, together with related shares of the Class B Common Stock or Class C Common Stock, for shares of the 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 and sale of Class A Common Stock from a new permanent equity offering. 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 options that are subject to service or performance conditions (see Note 12: Stock-Based Compensation for further details), that are exercisable for AST LLC Common Units. The exercise of the options results in a change in ownership and increases the amount recorded as noncontrolling interest and decreases additional paid-in capital. As of December 31, 2023 and December 31, 2022, the noncontrolling interest in AST LLC was approximately 58.7 % and 64.2 %, respectively. The decrease in noncontrolling interest percentage during the year ended December 31, 2023 was a result of the issuance of Class A Common Stock under the Common Stock Offering and Equity Distribution Agreement, redemption of AST LLC Common Units in exchange for Class A Common Stock and the vesting of the Company’s restricted stock units, partially offset by exercise of options to AST LLC Common Units. 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. Under the Common Stock Purchase Agreement, the Company had issued 1,756,993 shares of its Class A Common Stock as of December 31, 2022, resulting in net proceeds of $ 13.4 million. The Company did no t issue any shares of its Class A Common Stock under the Common Stock Purchase Agreement during the year ended December 31, 2023. 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. 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 1,527,909 shares of its Class A common stock during the year ended December 31, 2023, aggregating to proceeds of $ 7.2 million , net of commissions paid to the agents and transaction costs. T he Company had 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. 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 June 30, 2023, the Company issued 12,500,000 shares of Class A Common Stock in a public offering and received proceeds of $ 56.6 million , net of transaction costs of $ 0.3 million . The Company provided a 30-day option to the underwriting agent to purchase up to an additional 1,875,000 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, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | 12. Stock-Based Compensation Stock-Based Compensation Expense Stock-based compensation, measured at the grant date based on the fair value of the award, is typically recognized ratably over the requisite services period, using the straight-line method of expense attribution. The Company recorded stock-based compensation expense in the following categories of its consolidated statements of operations and balance sheets (in thousands): Year ended December 31, 2023 2022 Engineering services $ 8,832 $ 5,026 General and administrative costs 4,457 4,365 BlueWalker 3 satellite - construction in progress (1) - ( 45 ) Total $ 13,289 $ 9,346 (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. Following the Business Combination, no further grants were made or will be made under the AST LLC Incentive Plan. In connection with the Business Combination, the existing AST LLC options were reclassified into options to acquire AST LLC Incentive Equity Units, and there was no incremental compensation cost and the terms of the outstanding awards, including fair value, vesting conditions and classification, were unchanged. Each AST LLC Incentive Equity Unit is convertible into one AST LLC Common Unit and each AST LLC Common 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. The AST LLC Incentive Plan continues 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 Incentive Units, which may then be converted into AST LLC Common Units, which may further be converted into shares of the 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. As of December 31, 2023, 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, 2023, there were 7,770,421 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, 2023: Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (years) Aggregate Intrinsic Value Outstanding at December 31, 2022 10,767,799 $ 0.83 5.87 $ 42,994,264 Granted - - Exercised ( 2,972,581 ) 0.08 Cancelled or forfeited ( 24,797 ) 3.35 Outstanding at December 31, 2023 7,770,421 $ 1.11 5.76 $ 38,262,071 Options exercisable as of December 31, 2023 5,960,866 $ 0.90 5.59 $ 30,552,352 Vested and expected to vest at December 31, 2023 6,391,004 $ 1.24 5.66 $ 30,639,437 The following table summarizes the Company’s unvested option activity for the year ended December 31, 2023: Number of Shares Weighted-Average Grant Date Fair Value Unvested at December 31, 2022 2,645,240 $ 0.80 Granted - - Vested ( 814,415 ) 0.76 Forfeited ( 21,270 ) 2.25 Unvested at December 31, 2023 1,809,555 $ 0.80 The fair value of each stock option is estimated on the date of grant using a Black-Scholes option-pricing model. There were no stock options granted during the years ended December 31, 2023 and 2022. The total intrinsic value of options exercised during the year ended December 31, 2023 was $ 17.7 million . As of December 31, 2023, total unrecognized compensation expense related to the unvested stock options was $ 1.1 million, which is expected to be recognized over a weighted average period of 1.51 years. 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, 2023, there were 3,313,080 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, 2023: Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (years) Aggregate Intrinsic Value Outstanding at December 31, 2022 3,697,649 $ 9.71 9.07 $ ( 18,077,872 ) Granted 288,300 5.28 Exercised - - Cancelled or forfeited ( 672,869 ) 9.26 Outstanding at December 31, 2023 3,313,080 $ 9.27 8.29 ( 10,726,391 ) Options exercisable as of December 31, 2023 1,583,171 $ 9.75 7.70 ( 5,883,276 ) Vested and expected to vest at December 31, 2023 3,313,080 $ 9.27 8.29 ( 10,726,391 ) The following table summarizes the Company’s unvested option activity for the year ended December 31, 2023: Number of Shares Weighted-Average Grant Date Fair Value Unvested at December 31, 2022 2,959,596 $ 4.26 Granted 288,300 2.53 Vested ( 1,052,229 ) 4.22 Forfeited ( 465,758 ) 4.40 Unvested at December 31, 2023 1,729,909 $ 3.96 The weighted-average grant-date fair value per share of stock options granted during the years ended December 31, 2023 and 2022 was $ 2.53 and $ 4.16 , respectively. As of December 31, 2023, total unrecognized compensation expense related to the unvested stock options was $ 6.7 million, which is expected to be recognized over a weighted average period of 2.40 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, 2023 and 2022, presented on a weighted average basis: Year ended December 31, 2023 Year ended December 31, 2022 Exercise price $ 5.28 $ 9.20 Fair market value $ 2.53 $ 4.16 Expected dividend yield 0.0 % 0.0 % Expected term (in years) 6.1 6.1 Expected volatility 43.81 % 42.13 % Weighted-average risk-free rate 3.75 % 3.24 % Restricted Stock Units As of December 31, 2023, there were 2,879,418 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, 2023: Number of Shares Weighted-Average Grant Date Fair Value Unvested at December 31, 2022 3,246,220 $ 9.65 Granted 661,348 4.96 Vested ( 822,275 ) 10.10 Forfeited ( 205,875 ) 8.69 Unvested at December 31, 2023 2,879,418 $ 8.51 As of December 31, 2023, total unrecognized compensation expense related to the unvested restricted stock units was $ 12.9 million, which is expected to be recognized over a weighted average period of 2.31 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, 2023, the Company had not issued any awards under the ESPP. |
Nano
Nano | 12 Months Ended |
Dec. 31, 2023 | |
Noncontrolling Interest [Abstract] | |
Nano | 13. Nano On September 6, 2022, AST LLC completed the sale of its 51 % interest in its former subsidiary, Nano to Kongsberg Defence & Aerospace AS, a private limited liability company incorporated under the laws of Norway (“Kongsberg”) for net proceeds of $ 26.6 million. The carrying amount of assets, liabilities, and noncontrolling interest attributable to Nano were deconsolidated on September 6, 2022 and the Company recognized a net gain of $ 24.5 million in other (expense) income, net in the consolidated statement of operations for the year ended December 31, 2022. The accompanying consolidated financial statements for year ended December 31, 2022 included the results of operations and cash flows of Nano up to the date of sale of Nano. The revenues and cost of sales for the year ended December 31, 2022 were exclusively related to Nano. 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 year ended December 31, 2022 and until the sale of Nano on September 6, 2022. Revenue recognized over time versus revenue recognized upon transfer during the year ended December 31, 2022 was as follows (in thousands): Year ended December 31, 2022 Revenue from performance obligations recognized over time $ 12,491 Revenue from performance obligations recognized at point-in-time transfer 1,334 Total $ 13,825 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 14. 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 consolidated financial statements. The Company has operations in India, Scotland, Spain, Israel and Lithuania (through September 6, 2022) with tax filings in each foreign jurisdiction. Income Tax Expense The components of income (loss) before income taxes were as follows (in thousands): Year ended December 31, 2023 2022 United States $ ( 230,487 ) $ ( 98,774 ) Foreign 9,491 ( 3,722 ) Total $ ( 220,996 ) $ ( 102,496 ) The income tax expense (benefit) was as follows (in thousands): Year ended December 31, 2023 2022 Current: Federal $ - $ - State - - Foreign 2,576 617 Total current 2,576 617 Deferred: Federal - - State - - Foreign ( 895 ) - Total deferred ( 895 ) - Total income tax provision $ 1,681 $ 617 The differences between the effective income tax rate and the statutory U.S. federal income tax rate are as follows: Year ended December 31, 2023 2022 Statutory U.S. federal income tax rate 21 % 21 % Income (loss) attributable to noncontrolling interest and non taxable income (loss) ( 13 %) ( 16 %) Changes in fair value of warrant liabilities 1 % 4 % Change in valuation allowance ( 10 %) ( 10 %) Research and development credit 1 % 2 % Other ( 1 %) ( 2 %) Effective income tax rate ( 1 %) ( 1 %) Deferred Tax Assets and Liabilities. Deferred income taxes reflect the net tax effects of tax carryovers and temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the balances for income tax purposes. Significant components of deferred tax assets and liabilities are as follows (in thousands): As of December 31, 2023 2022 Deferred tax assets: Net operating loss carryforwards $ 21,965 $ 11,788 Basis difference in the equity of AST LLC 95,170 79,396 Research and development credit 6,524 3,172 Other 635 508 Total deferred tax assets 124,294 94,864 Valuation allowance ( 123,399 ) ( 94,864 ) Net deferred tax assets $ 895 $ - As of December 31, 2023 the Company had unused federal net operating loss carryforwards (gross) for federal income tax purposes of approxim ately $ 99.4 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 $ 5.6 million, $ 0.7 million of which expire in 2041 . The remaining $ 4.9 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 $ 3.0 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, 2023 and 2022 the Company's valuation allowance was $ 123.4 million and $ 94.9 million, respectively. The change from December 31, 2022 to December 31, 2023 was primarily driven by the basis difference in the equity of AST LLC and an increase in the net operating loss carryforward in the U.S. jurisdiction. As of December 31, 2023, there is no valuation allowance recorded against the foreign deferred tax assets of $ 0.9 million as it is more likely than not that the foreign deferred tax assets will be fully realized. The foreign deferred tax asset is subject to foreign exchange risk, which could reduce the amount the Company may ultimately realize. Additionally, future changes in tax laws or interpretations of such tax laws may limit the Company’s ability to fully utilize the foreign net operating loss carryforwards. Unrecognized Tax Benefits. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2023. 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 85.0% 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, 2023 , there have been no TRA liabilities recorded. |
Net Loss per Share
Net Loss per Share | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Net Loss per Share | 15. 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. 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, 2023 2022 Numerator Net loss before allocation to noncontrolling interest $ ( 222,677 ) $ ( 103,113 ) Net loss attributable to the noncontrolling interest ( 135,116 ) ( 71,473 ) Net loss attributable to common stockholders - basic and diluted $ ( 87,561 ) $ ( 31,640 ) Denominator Weighted-average shares of Class A Common Stock outstanding - basic and diluted 81,824,122 54,437,073 Net loss per share attributable to holders of Class A Common Stock - basic and diluted $ ( 1.07 ) $ ( 0.58 ) At December 31, 2023, 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 1,208,125 un vested 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, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | 16. Related Parties 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 Company’s Board of Directors. Currently, Vodafone’s designee is Luke Ibbetson, Head of Group Research & Development, Vodafone. 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. On January 16, 2024, the Company entered into a Convertible Security Investment Agreement (the “Investment Agreement”) with Vodafone. Pursuant to the Investment Agreement, Vodafone agreed to purchase the Company’s subordinated convertible notes for an aggregate principal amount of $ 25.0 million (such notes, the “Notes” and such investments, the “Investments”). I n connection with the Investments, Vodafone Group Services Limited (“Vodafone Group Services”) have entered into letter agreements with AST LLC and the Company (the “Letter Agreements”). The letter agreement between Vodafone Group Services and AST LLC provides, among other things, for an initial revenue commitment of $ 25.0 million to AST LLC to be paid by Vodafone Group Services over a two and a half year period to be defined in a future definitive agreement for AST LLC to provide connectivity services. Also, Vodafone submitted a purchase order for network equipment from AST LLC to support planned commercial service. American Tower AST LLC and American Tower have entered into a side letter agreement which was subsequently amended and restated on December 15, 2020. The side letter 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 Mobile Network Operator (“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 Company’s 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. The term of the Rakuten Agreement shall remain in effect until AST LLC fulfills obligations under the Rakuten Agreement. Rakuten has the right to designate two individuals to the Company’s Board of Directors. Currently, Rakuten has designated Hiroshi Mikitani, Founder, Chairman and Chief Executive Officer, Rakuten, Inc. as a director and has the right to designate another individual. 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 was obligated to meet by June 2023. In connection with AST LLC’s inability to meet the applicable KPIs stated in the Rakuten Agreement by the deadline, the Company recognized an expense of $ 10.0 million recorded in Other (expense) income, net in the first quarter of 2023 and paid the amount in the third quarter of 2023. Invesat and Antares Technologies On March 4, 2024, the Company and Invesat LLC (“Invesat”), 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, completed a series of transactions (including a Blocker Merger Transaction as defined in the A&R Operating Agreement, the “Transactions”) resulting in the acquisition by Antares of 10,445,200 shares of the Company’s Class A Common Stock. As part of the Transactions, 9,932,541 shares of the Company’s Class B Common Stock and 200,000 shares of the Company’s Class A Common Stock previously held by Invesat were cancelled. As part of the Transactions, AST SpaceMobile Holdings II, LLC, a newly formed wholly owned subsidiary of the Company, merged with and into Invesat, with Invesat surviving such merger (the “First Merger”) and, immediately following the First Merger, Invesat merged with and into AST SpaceMobile Holdings, LLC, a newly formed wholly owned subsidiary of us (“AST Holdings”), with AST Holdings surviving such merger (the “Second Merger”). After giving effect to the Transactions, the separate limited liability company existence of Invesat ceased. In connection with the Transactions, the Company has agreed to use commercially reasonable efforts to take steps necessary to allow for the amendment and/or assignment of each of the Stockholders’ Agreement and the Registration Rights Agreement, within forty-five (45) days after the closings of the Transactions, to add an affiliate of Invesat, Antares, and remove Invesat as a party thereto to allow Antares to benefit from all of the rights previously held by Invesat thereunder. In the event that the Registration Rights Agreement and the Stockholders’ Agreement are not amended and/or assigned with such forty-five (45)-day period, the Company has agreed to enter into a separate letter agreement with Antares which provides Antares with substantially the same rights as those held by Invesat LLC under each of the Registration Rights Agreement and the Stockholders’ Agreement. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | Subsequent Events Convertible Security Investment Agreement On January 16, 2024, the Company entered into a Convertible Security Investment Agreement (the “Investment Agreement”) with AT&T, Google and Vodafone (the “Investors”). Pursuant to the Investment Agreement, the Investors have agreed to purchase the Company’s subordinated convertible notes for an aggregate principal amount of $ 110.0 million (such notes, the “Notes” and such investments, the “Investments”). The Notes bear interest at a rate of 5.50 % per year, payable semi-annually in arrears on June 30 and December 30 of each year, beginning on June 30, 2024. The Company has the option to pay interest on the Notes in cash or in kind. If the Company elects to pay interest on the Notes in kind, the principal amount of the Notes will be increased by the amount of the interest payment, and interest will accrue on such increased principal amount in subsequent interest periods. The Notes have a ten-year term unless earlier converted. The holders of the Notes (the “Holders”) may convert the Notes (subject to certain exceptions) at an initial conversion rate of 173.9130 shares of Class A Common Stock per $ 1,000 principal amount of Notes (equivalent to an initial conversion price of $ 5.75 per share of Class A Common Stock). The Holders may convert their Notes at their option at any time on or after January 16, 2025 . The Holders will also have the right to convert the Notes prior to January 16, 2025 in the event that the Company undergoes a fundamental change (defined to include change of control, certain mergers of the Company with another company, the sale of all or substantially all of the assets of the Company, and liquidation). The conversion rate is also subject to customary anti-dilution adjustments if certain events occur. On or after January 16, 2025, the Company may require the Holders to convert the Notes (subject to certain exceptions), at an initial conversion rate of 173.9130 shares of Class A Common Stock per $ 1,000 principal amount of Notes (equivalent to an initial conversion price of $ 5.75 per share of Class A Common Stock) at its option, if the VWAP of the Class A Common Stock has been at least 130 % of the conversion price then in effect for 30 consecutive trading days, on the immediately succeeding trading day after the last trading day of such 30 day period. The Notes may be accelerated upon the occurrence of certain events of default and fundamental change. In the case of an event of default with respect to the Notes arising from specified events of bankruptcy or insolvency of the Company, 100 % of the principal of, and accrued and unpaid interest on, the Notes will automatically become due and payable. If any other event of default with respect to the Notes occurs or is continuing (which include customary events of default, including the failure to pay principal or interest when due and the failure to comply with other covenants contained in the Investment Agreement), the Holders of at least 60 % in aggregate principal amount of the then outstanding Subordinated Obligations (as defined in the Investment Agreement to include the obligations under the Notes) may declare the principal amount of the Notes to be immediately due and payable. In the case of fundamental change as defined in the Investment Agreement prior to the conversion or maturity of the Notes, the Company is required to repay the Notes immediately prior to the consummation of such fundamental change in an amount equal to the aggregate principal amount of such Notes, plus any accrued and unpaid interest thereon. Letter Agreements On January 16, 2024, in connection with the Investments, each of AT&T Services, Inc. (“AT&T Services”), Google and Vodafone Group Services have entered into letter agreements with AST LLC and the Company (the “Letter Agreements”). AT&T Letter Agreement The letter agreement between AT&T Services, the Company and AST LLC provides, among other things, that AT&T Services will make a non-refundable $ 20.0 million commercial payment for prepaid service revenue, creditable against future service revenue of AST LLC, due after the launch and successful initial operation of the first five commercial satellites. AT&T Services also submitted a purchase order under a separate agreement for purchase of network equipment from AST LLC to support planned commercial service. Under the letter agreement, the Company is required to use reasonable best efforts to cause the Stockholders’ Agreement of the Company, dated April 6, 2021 to be amended such that AT&T Services shall have the right to nominate, and the parties to such Stockholders’ Agreement agree to vote for and cause the appointment of, any representative of AT&T Services that it determines in its sole discretion to (i) serve as a non-voting observer to the Company’s board of directors or (ii) serve as a director to the Company’s board of directors. Google Letter Agreement AST LLC has entered into a letter agreement with Google whereby the parties will negotiate and execute a definitive agreement to provide, among other things, certain services to each other and have agreed to collaborate on product development, testing and implementation plans for SpaceMobile network connectivity on Android devices. Vodafone Letter Agreement The letter agreement between Vodafone Group Services and AST LLC provides, among other things, for an initial revenue commitment of $ 25.0 million to AST LLC to be paid by Vodafone Group Services over a two and a half year period to be defined in a future def initive agreement for AST LLC to provide connectivity services. Vodafone also submitted a purchase order for purchase of network equipment from AST LLC to support planned commercial service. January 2024 Common Stock Offering On January 23, 2024, the Company issued 32,258,064 shares of Class A Common Stock in a public offering and received proceeds of $ 93.6 million, net of underwriting commissions of $ 6.0 million and transaction costs of $ 0.4 million. The Company provided a 30-day option to the underwriting agent to purchase up to an additional 4,838,709 shares of Class A Common Stock (the “Option Shares”) from the Company on the same terms and conditions. On January 25, 2024, the Option Shares were exercised in full. The offering of the Option Shares closed on January 29, 2024 for proceeds of $ 14.1 million, net of underwriting commissions of $ 0.9 million. Pr oceeds from the sale of the Company’s Class A common stock under the January 2024 Common Stock Offering were and are expe cted to be used for general corporate purposes. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements and related notes have been prepared by the Company in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and the requirements of the Securities and Exchange Commission (“SEC”). The consolidated financial statements include the accounts of the Company and its subsidiaries. Intercompany transactions and balances have been eliminated upon consolidation. Certain comparative amounts have been reclassified to conform to the current period presentation. These reclassifications had no effect on the reported results of operations. As the Company is the sole managing member of AST LLC and has full, exclusive and complete discretion to manage and control the business of AST LLC and to take all actions it deems necessary, appropriate, advisable, incidental, or convenient to accomplish the purposes of AST LLC, the financial statements of AST LLC and its subsidiaries have been prepared on a consolidated basis with the Company. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. The Company bases its estimates and assumptions on historical experience when available and on other market-specific or other relevant assumptions that it believes to be reasonable under the circumstances. Significant estimates and assumptions reflected in these financial statements include, but are not limited to, useful lives assigned to property and equipment, the fair values of warrant liabilities, potential impairment of 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 geopolitical conflicts and macroeconomic conditions including changes in 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 (expense) income, net in the consolidated statements of operations. |
Segments | Segments Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The Company’s CODM is its Chief Executive Officer. The Company has determined that it operates in one operating segment, as the CODM reviews financial information presented on a combined basis for purposes of making operating decisions, allocating resources, and evaluating financial performance. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company’s cash 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. Cash is primarily maintained at Federal Deposit Insurance Corporation (“FDIC”) insured financial institutions. 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. Interest income earned on cash and cash equivalents and restricted cash are reported under interest income (expense), net in the consolidated statement of operations. Cash and cash equivalents and restricted cash as of December 31, 2023 are subject to minimal credit risk. |
Restricted Cash | Restricted Cash Restricted cash represents cash held in escrow and deposit accounts. These funds are restricted as to withdrawal or use under the terms of the contractual agreements. |
Property and Equipment | Property and Equipment Property and equipment are carried at cost less accumulated depreciation. The cost of self-constructed BB satellite assets consists of direct materials, direct labor, launch costs, and other direct costs attributable to bringing the asset to a working condition and desired location for the intended use. Costs incurred, including direct materials purchased and launch payments made, until the completion of the construction and launch of the BB satellites are reported as satellite materials, satellites under construction, and advance launch payments within construction-in-progress. Once launched in orbit, the costs of the BB satellites are reported as satellites in orbit and depreciation of the satellites commences once the BB satellites are ready for their intended use. The Company capitalizes the costs of the test satellites if there is an alternative future use for the test satellites. The Company capitalizes only those expenditures and ancillary costs that are directly attributable to assembly and testing and necessarily incurred to place the test satellites into their intended location and use. These costs include materials costs, launch cost, and other non-recurring costs directly associated with the development of the test satellites. The other non-recurring costs primarily include third-party vendors who are hired solely for the design, assembly, and testing of the test satellite and are responsible for the value and progression of the project. The costs for internal, recurrent engineering employees and consultants are expensed as engineering services costs and not capitalized to the cost of the test satellites, as these employees are not directly associated with the development of the test satellites. To date, the Company has capitalized one test satellite, BW3, which is reported as part of satellites in orbit within property and equipment. The Company capitalizes the costs of software obtained for internal use in accordance with the guidance for accounting for costs of computer software obtained for internal use. Capitalization of software obtained for internal use commences during the development phase of the project and ends when the asset is ready for its intended use. Software obtained for internal use is generally amortized on a straight-line basis over the estimated useful life and included within property and equipment on the Company’s consolidated balance sheet. Capitalized costs of software obtained for internal use for the year ended December 31, 2023 were $ 7.0 million, all of which was developed by third parties to the Company. No such costs were incurred in 2022. The Company records depreciation in a manner that recognizes the cost of its depreciable assets over their estimated useful lives using the straight-line method. Leasehold improvements are amortized over the shorter of the terms of the underlying leases or the estimated useful lives of the improvements. Repairs and maintenance costs that do not extend the useful life or enhance the productive capacity of an asset are expensed as incurred. 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. The Company depreciates the assets over the estimated useful lives as follows: Estimated Useful Life Buildings 30 years Computers, software, and equipment 2 to 10 years Leasehold improvements Shorter of estimated useful life or lease term Satellite antennas 5 years Satellites in orbit 2 to 7 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. |
Impairment of Long Lived Assets | Impairment of Long Lived Assets Long-lived assets 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, 2023 and 2022. |
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 consolidated statements of operations. |
Fair Value Measurements | Fair Value Measurements 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. The Company uses the following valuation techniques to measure fair value for its assets and liabilities: • Level 1: Quoted prices in active markets for identical assets and liabilities. • 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, quoted prices for identical assets or liabilities in markets that are not active, inputs other than quoted prices that are observable such as interest rate and yield curves, and market-corroborated inputs. Level 3: Unobservable inputs based on the Company's assessment of the assumptions that market participants would use in pricing the asset or liability. |
Revenue Recognition | Revenue Recognition To date, the Company has not generated any revenues from its SpaceMobile Service. The Company's former subsidiary, NanoAvionika UAB (“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 for the year ended December 31, 2022 exclusively related to Nano’s sales of goods and services until the completion of the sale of Nano on September 6, 2022. 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. Revenue for services provided was recognized 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 performance obligations did not meet the criteria for over time recognition such as satellite hardware and subsystems. In these scenarios, revenue was recognized upon transfer of control of the performance obligation to the customer. Revenue was deferred in the event all the performance obligations were not satisfied for which compensation was received. Revenue associated with unsatisfied performance obligations were contract liabilities, which were recorded within accrued expenses and other current liabilities in the consolidated balance sheets. Upon the sale of Nano on September 6, 2022, there were no deferred revenues related to Nano’s sale of goods and services recorded in the Company’s consolidated balance sheet as of December 31, 2022. Costs to obtain Nano’s sales 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 sales contract and thus were capitalized. Costs to fulfill Nano’s sales contracts, such as overhead costs and third-party costs to manufacture, did not meet the specified capitalization criteria (i.e., did not generate or enhance Nano’s resources) and as such were expensed as incurred. Costs to obtain and fulfill Nano’s sales contracts were immaterial. |
Cost of Sales | Cost of Sales Cost of sales included 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 until the completion of the sale of Nano on September 6, 2022. |
Engineering Services Costs | Engineering Services Costs Engineering services costs are charged to expense as incu rred. Engineering services costs consist primarily of the cost of employees and consultants involved in the design and development of the BB satellites, managing the network and satellite operations centers, and indirect costs related to the assembly, integration and testing of the BB satellites, license cost, and general expenses related to AIT facilities and engineering development 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 development activities in which the Company typically engages third-party vendors for the design and development of the electronic componentry, software, and mechanical deployment systems and materials and supplies consumed in the development activities. Costs for certain research and development activities are recognized based on the completion of milestones that trigger payments. |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for equity awards, including grants of stock options and restricted stock units, in accordance with ASC 718, Compensation – Stock Compensation (“ASC 718”). ASC 718 requires all equity-based payments to employees, which includes grants of employee equity awards, to be recognized in the consolidated statements of operations based on their grant date fair values. The Company issues stock-based compensation awards to the employees, non-employees, and non-employee directors of its subsidiaries. The Company accounts for stock-based compensation for awards granted to non-employees in a similar fashion to the way it accounts for stock-based compensation awards to employees. The Company estimates the grant date fair value of stock options granted to employees, non-employees, and non-employee members of the Board of Directors using the Black-Scholes option-pricing model. Use of the Black-Scholes model requires the Company to make assumptions with respect to the expected term of stock options, the expected volatility of the common stock consistent with the expected life of the option, risk-free interest rates and expected dividend yields of the common stock. The fair value of restricted stock units granted to employees, non-employees and non-employee members of the Board of Directors is based on the fair value of the Company’s stock on the grant date. For awards that vest based solely on achievement of a service condition, the Company recognizes expense on a straight-line basis over the period during which the award holder provides such services. For awards that vest based on both service and performance conditions, the Company recognizes expense using a graded method for such awards only to the extent it believes achievement of the performance conditions are probable. The Company recognizes forfeitures as they occur and reverses any previously recognized compensation cost associated with forfeited awards. The Company accounts for the compensation associated with equity awards by offsetting expense with additional paid-in capital. The Company’s less than wholly owned subsidiary, AST LLC, has issued stock-based compensation awards to its employees, non-employees, and non-employee directors. The exercise of these awards decreases 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, 2023 and 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. |
Noncontrolling Interests | Noncontrolling Interests The noncontrolling interests primarily represent the equity interest in AST LLC held by members other than the Company. Changes in the Company’s ownership interest in AST LLC while retaining control of AST LLC are accounted for as equity transactions. Income or loss is attributed to the noncontrolling interests based on their contractual distribution rights, and the relative percentages of equity interest held by the Company and the other members during the period. |
Net Loss per Share | Net Loss per Share The Company reports both basic and diluted net loss per share. Basic net 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 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 In July 2023, the FASB issued ASU 2023-03, Presentation of Financial Statements (Topic 205), Income Statement – Reporting Comprehensive Income (Topic 220), Distinguishing Liabilities from Equity (Topic 480), Equity (Topic 505), and Compensation – Stock Compensation (Topic 718) , which amends or supersedes various SEC paragraphs within the codification to conform to past announcements and guidance issued by the SEC. The amendments in this ASU reflect alignment to Staff Accounting Bulletin No. 120 ("SAB 120") that was issued by the SEC in November 2021. SAB 120 provides guidance to entities issuing share-based awards shortly before announcing material, nonpublic information. The guidance indicates that entities should consider such material nonpublic information to adjust the observable market if the effect of the release of the material nonpublic information is expected to affect the share price and the share-based awards are non-routine in nature. This ASU was effective immediately, and the adoption of this ASU did not have a material impact on the Company’s consolidated financial statements. Future Adoption of Recently Issued Accounting Pronouncements In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280), Improvements to Reportable Segment Disclosures , that requires a public entity to disclose significant segment expenses and other segment items on an annual and interim basis and provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently required annually. It requires a public entity to also disclose the title and position of the Chief Operating Decision Maker. The ASU is effective for the Company on January 1, 2024, and interim periods within fiscal years beginning January 1, 2025. Early adoption is permitted. A public entity should apply the amendments in this ASU retrospectively to all prior periods presented in the financial statements. The Company is currently evaluating the potential impact of adopting this ASU on its consolidated financial statements. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740), Improvements to Income Tax Disclosures . ASU 2023-09 requires a public business entity (PBE) to disclose, on an annual basis, a tabular rate reconciliation using both percentages and currency amounts, broken out into specified categories with certain reconciling items further broken out by nature and jurisdiction to the extent those items exceed a specified threshold. In addition, all entities are required to disclose income taxes paid, net of refunds received disaggregated by federal, state/local, and foreign and by jurisdiction if the amount is at least 5% of total income tax payments, net of refunds received. The ASU is effective for the Company on January 1, 2025. Early adoption is permitted. The Company is currently evaluating the potential impact of adopting this ASU on its consolidated financial statements. 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, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Estimated Useful Lives | The Company depreciates the assets over the estimated useful lives as follows: Estimated Useful Life Buildings 30 years Computers, software, and equipment 2 to 10 years Leasehold improvements Shorter of estimated useful life or lease term Satellite antennas 5 years Satellites in orbit 2 to 7 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, 2023 | |
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 were as follows (in thousands): As of December 31, 2023 Level 1 Level 2 Level 3 Assets: Cash equivalents $ 69,661 $ - $ - Total assets measured at fair value $ 69,661 $ - $ - Liabilities: Public warrant liability $ 18,707 $ - $ - Private placement warrant liability - 11,253 - Total liabilities measured at fair value $ 18,707 $ 11,253 $ - As of 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 $ - |
Other Assets (Tables)
Other Assets (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Other Assets [Abstract] | |
Schedule of Other Current Assets | Other current assets consisted of the following (in thousands): As of December 31, 2023 2022 Advances to suppliers $ 12,793 $ 22,947 VAT receivable 1,152 1,673 Others 249 334 Total other current assets $ 14,194 $ 24,954 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment, net consisted of the following (in thousands): As of December 31, 2023 2022 Land $ 1,350 $ 1,350 Buildings 14,555 10,268 Leasehold improvements 9,111 8,197 Satellite in orbit (1) 92,464 - Lab, assembly, and integration equipment 31,957 13,657 Satellite antenna 7,188 5,142 Computer hardware and software 11,112 3,153 Other 1,230 1,707 Construction in progress BlueWalker 3 test satellite (1) - 92,077 Satellite materials, satellites under construction, and advance launch payments (2) 125,428 10,721 Other 5,256 6,696 Total property and equipment, gross $ 299,651 $ 152,968 Accumulated depreciation and amortization $ ( 61,173 ) ( 6,979 ) Total property and equipment, net $ 238,478 $ 145,989 (1) BlueWalker 3 test satellite was determined to be ready for its intended use on April 25, 2023 and was reclassified from Construction in progress to Satellite in orbit as of that date and depreciated over its expected remaining useful life of approximately 16 months. (2) Advance launch payments, which were included in other non-current assets as of December 31, 2022, were reclassified to property and equipment as of June 30, 2023. |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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, 2023 2022 Operating lease right-of-use assets, net $ 13,221 $ 7,671 Operating lease liabilities $ 13,368 $ 7,768 Weighted-average lease term (in years) 8.4 9.3 Weighted-average discount rate 13.2 % 13.1 % |
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 consolidated statements of operations for the periods presented (in thousands): Year ended December 31, 2023 2022 Short-term operating lease expense $ 2,159 $ 1,191 Operating lease expense 2,046 939 Total lease expense $ 4,205 $ 2,130 |
Schedule of Maturities of Operating Lease Liabilities | As of December 31, 2023, the maturities of the Company’s operating lease liabilities were as follows (in thousands): 2024 $ 3,078 2025 2,909 2026 2,541 2027 2,326 2028 2,269 Thereafter 8,867 Total lease payments 21,990 Less effects of discounting ( 8,622 ) Present value of lease liabilities $ 13,368 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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 consolidated statements of operations for the periods presented (in thousands): Year ended December 31, 2023 2022 Short-term operating lease expense $ 2,159 $ 1,191 Operating lease expense 2,046 939 Total lease expense $ 4,205 $ 2,130 |
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, 2023 2022 Operating lease right-of-use assets, net $ 13,221 $ 7,671 Operating lease liabilities $ 13,368 $ 7,768 Weighted-average lease term (in years) 8.4 9.3 Weighted-average discount rate 13.2 % 13.1 % |
Lessee, Operating Lease, Liability, to be Paid, Maturity [Table Text Block] | As of December 31, 2023, the maturities of the Company’s operating lease liabilities were as follows (in thousands): 2024 $ 3,078 2025 2,909 2026 2,541 2027 2,326 2028 2,269 Thereafter 8,867 Total lease payments 21,990 Less effects of discounting ( 8,622 ) Present value of lease liabilities $ 13,368 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following (in thousands): As of December 31, 2023 2022 Salaries, wages and benefits $ 2,338 $ 2,357 Research and development 5,644 3,855 Property and equipment 8,807 1,796 Other professional services 2,429 1,819 Deferred other income 2,246 2,499 Others 2,462 577 Total accrued expenses and other current liabilities $ 23,926 $ 12,903 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule Of Debt Instruments | Long-term debt consists of the following (in thousands): As of December 31, 2023 2022 Senior secured credit facility (1) $ 52,023 $ - Capital equipment loan 15,000 - Term loan 4,758 5,000 Total debt 71,781 5,000 Less: current portion of long-term debt ( 252 ) ( 242 ) Less: unamortized debt issuance costs (1) ( 12,277 ) - Long-term debt, net of issuance costs $ 59,252 $ 4,758 (1) Includes estimated exit fee of $ 3.5 million due at maturity. |
Schedule of Future Contractual Maturities of Long-term Debt | The aggregate future contractual maturities of long-term debt were as follows as of December 31, 2023 (in thousands): Year As of December 31, 2023 2024 $ 252 2025 2,920 2026 55,125 2027 2,466 2028 5,363 Thereafter 5,655 Total principal $ 71,781 |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue | Revenue recognized over time versus revenue recognized upon transfer during the year ended December 31, 2022 was as follows (in thousands): Year ended December 31, 2022 Revenue from performance obligations recognized over time $ 12,491 Revenue from performance obligations recognized at point-in-time transfer 1,334 Total $ 13,825 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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 consolidated statements of operations and balance sheets (in thousands): Year ended December 31, 2023 2022 Engineering services $ 8,832 $ 5,026 General and administrative costs 4,457 4,365 BlueWalker 3 satellite - construction in progress (1) - ( 45 ) Total $ 13,289 $ 9,346 (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, 2023: Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (years) Aggregate Intrinsic Value Outstanding at December 31, 2022 10,767,799 $ 0.83 5.87 $ 42,994,264 Granted - - Exercised ( 2,972,581 ) 0.08 Cancelled or forfeited ( 24,797 ) 3.35 Outstanding at December 31, 2023 7,770,421 $ 1.11 5.76 $ 38,262,071 Options exercisable as of December 31, 2023 5,960,866 $ 0.90 5.59 $ 30,552,352 Vested and expected to vest at December 31, 2023 6,391,004 $ 1.24 5.66 $ 30,639,437 |
Schedule of Unvested Option Activity | The following table summarizes the Company’s unvested option activity for the year ended December 31, 2023: Number of Shares Weighted-Average Grant Date Fair Value Unvested at December 31, 2022 2,645,240 $ 0.80 Granted - - Vested ( 814,415 ) 0.76 Forfeited ( 21,270 ) 2.25 Unvested at December 31, 2023 1,809,555 $ 0.80 |
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, 2023: Number of Shares Weighted-Average Grant Date Fair Value Unvested at December 31, 2022 3,246,220 $ 9.65 Granted 661,348 4.96 Vested ( 822,275 ) 10.10 Forfeited ( 205,875 ) 8.69 Unvested at December 31, 2023 2,879,418 $ 8.51 |
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, 2023: Number of Shares Weighted-Average Grant Date Fair Value Unvested at December 31, 2022 2,959,596 $ 4.26 Granted 288,300 2.53 Vested ( 1,052,229 ) 4.22 Forfeited ( 465,758 ) 4.40 Unvested at December 31, 2023 1,729,909 $ 3.96 |
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, 2023 and 2022, presented on a weighted average basis: Year ended December 31, 2023 Year ended December 31, 2022 Exercise price $ 5.28 $ 9.20 Fair market value $ 2.53 $ 4.16 Expected dividend yield 0.0 % 0.0 % Expected term (in years) 6.1 6.1 Expected volatility 43.81 % 42.13 % Weighted-average risk-free rate 3.75 % 3.24 % |
Schedule of Stock Options Activities | The following table summarizes the Company’s option activity under the 2020 Plan for the year ended December 31, 2023: Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (years) Aggregate Intrinsic Value Outstanding at December 31, 2022 3,697,649 $ 9.71 9.07 $ ( 18,077,872 ) Granted 288,300 5.28 Exercised - - Cancelled or forfeited ( 672,869 ) 9.26 Outstanding at December 31, 2023 3,313,080 $ 9.27 8.29 ( 10,726,391 ) Options exercisable as of December 31, 2023 1,583,171 $ 9.75 7.70 ( 5,883,276 ) Vested and expected to vest at December 31, 2023 3,313,080 $ 9.27 8.29 ( 10,726,391 ) |
Nano (Tables)
Nano (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Noncontrolling Interest [Abstract] | |
Schedule of Disaggregation of Revenue | Revenue recognized over time versus revenue recognized upon transfer during the year ended December 31, 2022 was as follows (in thousands): Year ended December 31, 2022 Revenue from performance obligations recognized over time $ 12,491 Revenue from performance obligations recognized at point-in-time transfer 1,334 Total $ 13,825 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income (Loss) Before Income Taxes | The components of income (loss) before income taxes were as follows (in thousands): Year ended December 31, 2023 2022 United States $ ( 230,487 ) $ ( 98,774 ) Foreign 9,491 ( 3,722 ) Total $ ( 220,996 ) $ ( 102,496 ) |
Schedule of Income Tax Expense (Benefit) | The income tax expense (benefit) was as follows (in thousands): Year ended December 31, 2023 2022 Current: Federal $ - $ - State - - Foreign 2,576 617 Total current 2,576 617 Deferred: Federal - - State - - Foreign ( 895 ) - Total deferred ( 895 ) - Total income tax provision $ 1,681 $ 617 |
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, 2023 2022 Statutory U.S. federal income tax rate 21 % 21 % Income (loss) attributable to noncontrolling interest and non taxable income (loss) ( 13 %) ( 16 %) Changes in fair value of warrant liabilities 1 % 4 % Change in valuation allowance ( 10 %) ( 10 %) Research and development credit 1 % 2 % Other ( 1 %) ( 2 %) Effective income tax rate ( 1 %) ( 1 %) |
Schedule Of Deferred Tax Assets and Liabilities | Significant components of deferred tax assets and liabilities are as follows (in thousands): As of December 31, 2023 2022 Deferred tax assets: Net operating loss carryforwards $ 21,965 $ 11,788 Basis difference in the equity of AST LLC 95,170 79,396 Research and development credit 6,524 3,172 Other 635 508 Total deferred tax assets 124,294 94,864 Valuation allowance ( 123,399 ) ( 94,864 ) Net deferred tax assets $ 895 $ - |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Loss 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, 2023 2022 Numerator Net loss before allocation to noncontrolling interest $ ( 222,677 ) $ ( 103,113 ) Net loss attributable to the noncontrolling interest ( 135,116 ) ( 71,473 ) Net loss attributable to common stockholders - basic and diluted $ ( 87,561 ) $ ( 31,640 ) Denominator Weighted-average shares of Class A Common Stock outstanding - basic and diluted 81,824,122 54,437,073 Net loss per share attributable to holders of Class A Common Stock - basic and diluted $ ( 1.07 ) $ ( 0.58 ) |
Organization and Nature of Op_2
Organization and Nature of Operations (Details Narrative) | 12 Months Ended |
Dec. 31, 2023 Patent | |
Noncontrolling Interest [Line Items] | |
Nature of operations description | The Company operates from multiple locations that include its corporate headquarters and 185,000 square feet AIT facilities in Texas where the final AIT is performed, and engineering and development centers elsewhere in the United States, India, Scotland, Spain, and Israel. |
Patent families | 36 |
Patent pending claims | 3,350 |
Number of patents officially granted | 1,050 |
Schedule of Estimated Useful Li
Schedule of Estimated Useful Lives (Details) | Dec. 31, 2023 | |
Building [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 30 years | |
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 | 10 years | |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant, and Equipment, Useful Life, Term, Description [Extensible Enumeration] | us-gaap:UsefulLifeShorterOfTermOfLeaseOrAssetUtilityMember | |
Satellite Antenna [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 5 years | |
Satellite in orbit [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 2 years | |
Satellite in orbit [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 7 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 | |
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, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
Capitalized costs of software | $ 7,000,000 | $ 0 |
Long lived assets, impairment loss | $ 0 | 0 |
Deferred Revenues | 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 |
Business Combination (Details N
Business Combination (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Business Acquisition [Line Items] | ||
Stock Issued During Period, Value, New Issues | $ 63,767 | $ 102,769 |
Other Assets - Schedule of Othe
Other Assets - Schedule of Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Disclosure Text Block Supplement [Abstract] | ||
Advances to suppliers | $ 12,793 | $ 22,947 |
VAT receivable | 1,152 | 1,673 |
Other | 249 | 334 |
Total other current assets | $ 14,194 | $ 24,954 |
Other Assets - Schedule of Ot_2
Other Assets - Schedule of Other Non - Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Other Assets, Noncurrent [Abstract] | ||
Total other non-current assets | $ 2,311 | $ 16,402 |
Fair Value Measurement - Schedu
Fair Value Measurement - Schedule of Assets Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets measured at fair value | $ 69,661 | $ 230,651 |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 69,661 | 230,651 |
Liabilities fair value disclosure | 18,707 | 22,864 |
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 | 18,707 | 22,864 |
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities fair value disclosure | 11,253 | 16,082 |
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 | $ 11,253 | $ 16,082 |
Fair Value Measurement (Details
Fair Value Measurement (Details Narrative) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Cash equivalents and restricted cash | $ 88.1 | $ 239.3 |
Cash equivalents short-term investments | 69.7 | 230.7 |
Restricted Cash | $ 2.5 | $ 0.7 |
Warrants and Rights Outstanding, Term | 2 years 3 months 3 days | 3 years 3 months 3 days |
Measurement Input, Price Volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 0.804 | 1.096 |
Private Warrants [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Interet rate assumption description | The risk-free interest rate assumption was initially 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. As of December 31, 2023, the risk-free rate assumption was based on the two-and three-year U.S. Treasury rates as the estimated time to expiration was 2.26 years (compared to an estimated time to expiration of 3.26 years as of December 31, 2022). 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, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 299,651 | $ 152,968 | |
Accumulated depreciation and amortization | (61,173) | (6,979) | |
Total property and equipment, net | 238,478 | 145,989 | |
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 | 14,555 | 10,268 | |
Leasehold Improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 9,111 | 8,197 | |
Satellite in orbit [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | [1] | 92,464 | 0 |
Lab, Assembly and Integration Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 31,957 | 13,657 | |
Satellite Antenna [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 7,188 | 5,142 | |
Computer hardware and software [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 11,112 | 3,153 | |
BlueWalker3 Test Satellite [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Construction in progress | [1] | 0 | 92,077 |
Satellite materials, satellites under construction, and advance launch payments [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Construction in progress | [2] | 125,428 | 10,721 |
Others [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 1,230 | 1,707 | |
Construction in progress | $ 5,256 | $ 6,696 | |
[1] BlueWalker 3 test satellite was determined to be ready for its intended use on April 25, 2023 and was reclassified from Construction in progress to Satellite in orbit as of that date and depreciated over its expected remaining useful life of approximately 16 months. Advance launch payments, which were included in other non-current assets as of December 31, 2022, were reclassified to property and equipment as of June 30, 2023. |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Line Items] | ||
Depreciation | $ 54.5 | $ 4.6 |
Leases - Schedule of Supplement
Leases - Schedule of Supplemental Balance Sheet Information Related to Leases (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
Operating lease right-of-use assets, net | $ 13,221 | $ 7,671 |
Operating lease liabilities | $ 13,368 | $ 7,768 |
Weighted-average lease term (in years) | 8 years 4 months 24 days | 9 years 3 months 18 days |
Weighted-average discount rate | 13.20% | 13.10% |
Leases - Schedule of Lease Expe
Leases - Schedule of Lease Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Leases [Abstract] | ||
Short-term operating lease expense | $ 2,159 | $ 1,191 |
Operating lease expense | 2,046 | 939 |
Total lease expense | $ 4,205 | $ 2,130 |
Leases - Schedule of Maturities
Leases - Schedule of Maturities of Operating Lease Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
2024 | $ 3,078 | |
2025 | 2,909 | |
2026 | 2,541 | |
2027 | 2,326 | |
2028 | 2,269 | |
Thereafter | 8,867 | |
Total lease payments | 21,990 | |
Less effects of discounting | (8,622) | |
Present value of lease liabilities | $ 13,368 | $ 7,768 |
Leases (Details Narrative)
Leases (Details Narrative) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Operating Leased Assets [Line Items] | ||
Operating lease liabilities | $ 2 | $ 0.8 |
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, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Salaries, wages and benefits | $ 2,338 | $ 2,357 |
Research and development | 5,644 | 3,855 |
Property and equipment | 8,807 | 1,796 |
Other professional services | 2,429 | 1,819 |
Deferred other income | 2,246 | 2,499 |
Others | 2,462 | 577 |
Total accrued expenses and other current liabilities | $ 23,926 | $ 12,903 |
Debt (Details Narrative)
Debt (Details Narrative) $ in Thousands | 12 Months Ended | |||
Aug. 14, 2023 USD ($) Payment | Dec. 08, 2021 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
Debt Instrument [Line Items] | ||||
Term loan maturity date | Dec. 08, 2028 | |||
Debt Instrument Interest Rate | 4.20% | |||
Term loan fixed interest rate | 4.20% | |||
Interest expense | $ 4,500 | $ 200 | ||
Amortization of debt issuance costs | $ 1,155 | 0 | ||
Debt covenants | As of December 31, 2023, the Company was in compliance with all debt covenants requirements. | |||
Exit fee | $ 3,500 | |||
Purchase of property and equipment and advance launch payments | 118,807 | 57,284 | ||
Cash and cash equivalents | 85,622 | 238,588 | ||
Aggregate fair value of debt | $ 68,700 | $ 4,300 | ||
Restricted Cash Reserve Limit [Member] | Minimum [Member] | ||||
Debt Instrument [Line Items] | ||||
Cash and cash equivalents | $ 75,000 | |||
Restricted Cash Distribution Limit [Member] | Minimum [Member] | ||||
Debt Instrument [Line Items] | ||||
Cash and cash equivalents | 50,000 | |||
SOFR [Member] | ||||
Debt Instrument [Line Items] | ||||
Outstanding balance | 48,500 | |||
Atlas Credit Agreement [Member] | ||||
Debt Instrument [Line Items] | ||||
Line of credit facility maximum borrowing capacity | $ 100,000 | |||
Debt Instrument Interest Rate | 14.75% | |||
Line of credit facility current borrowing capacity | $ 48,500 | |||
Interest rate description | The initial borrowing of $48.5 million accrues interest at a fixed rate equal to the three-month secured overnight financing rate (“SOFR”) as of the closing date plus 9.625% per annum equal to 14.75% (the “Atlas Fixed Rate”) payable on the last business day of each fiscal quarter. | |||
Net proceeds | $ 37,200 | |||
Debt issuance costs | 9,500 | |||
Payments of loan costs | $ 1,800 | |||
Prepayment of insurance premium | 2 years | |||
Exit fee | $ 3,500 | |||
Undrawn Debt issuance costs | $ 2,800 | |||
Fee on unused portion of credit facility | 1.50% | |||
Debt Repayment Terms | The Company has the option to prepay all or part of the outstanding principal balance of the Senior secured credit facility loan. Any repayment of principal prior to the eighteenth-month anniversary of closing will be subject to a call premium equal to the present value of all interest payments due through the eighteenth-month anniversary, calculated using a discount rate equal to the applicable treasury rate as of the repayment date plus 50 basis points. | |||
Percentage of outstanding borrowings | 101% | |||
Outstanding balance | $ 51,500 | |||
Atlas Credit Agreement [Member] | SOFR [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument interest rate | 9.625% | |||
Lone Star Loan Agreement [Member] | ||||
Debt Instrument [Line Items] | ||||
Line of credit facility current borrowing capacity | $ 15,000 | |||
Interest rate description | Borrowings accrue interest at the Prime Rate plus 0.75%, subject to a ceiling rate. As of December 31, 2023, the effective interest rate on the borrowings is 9.48% per annum. | |||
Interest on the borrowings | 9.48% | |||
Number of principal payment installments | Payment | 48 | |||
Cash | $ 15,000 | |||
Lone Star Loan Agreement [Member] | Prime Rate [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument interest rate | 0.75% | |||
AST LLC [Member] | ||||
Debt Instrument [Line Items] | ||||
Purchase of property and equipment and advance launch payments | $ 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 Term Loan 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, 2023 | Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |||
Senior secured credit facility | [1] | $ 52,023 | $ 0 |
Capital equipment loan | 15,000 | 0 | |
Term loan | 4,758 | 5,000 | |
Total principal | 71,781 | 5,000 | |
Less: current portion of long-term debt | (252) | (242) | |
Less: unamortized debt issuance costs | [1] | (12,277) | 0 |
Long-term debt, net of issuance costs | $ 59,252 | $ 4,758 | |
[1] Includes estimated exit fee of $ 3.5 million due at maturity. |
Debt - Schedule Of Debt Instr_2
Debt - Schedule Of Debt Instruments (Parenthetical) (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Debt Disclosure [Abstract] | |
Exit fee | $ 3.5 |
Debt - Schedule of Annual Futur
Debt - Schedule of Annual Future Principal Payments (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Debt Disclosure [Abstract] | ||
2024 | $ 252 | |
2025 | 2,920 | |
2026 | 55,125 | |
2027 | 2,466 | |
2028 | 5,363 | |
Thereafter | 5,655 | |
Total principal | $ 71,781 | $ 5,000 |
Revenue - Schedule of Disaggreg
Revenue - Schedule of Disaggregation of Revenue (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Disaggregation of Revenue [Line Items] | |
Total | $ 13,825 |
Transferred over Time [Member] | |
Disaggregation of Revenue [Line Items] | |
Total | 12,491 |
Transferred at Point in Time [Member] | |
Disaggregation of Revenue [Line Items] | |
Total | $ 1,334 |
Warrant Liabilities (Details Na
Warrant Liabilities (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Warrants and Rights Outstanding, Term | 2 years 3 months 3 days | 3 years 3 months 3 days |
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 | $ 29,960,000 | 38,946,000 |
Fair Value Adjustment of Warrants | $ 9,000,000 | $ 19,100,000 |
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 | $ 11.5 | |
Shares, Issued | 0 | 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 | |
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 | $ 11.5 | |
Private Placement Warrants [Member] | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Warrants and Rights Outstanding | $ 0 | $ 6,050,000 |
Commitments and Contingencies_2
Commitments and Contingencies (Details Narrative) $ in Millions | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Loss Contingencies [Line Items] | |
Long Term Purchase Commitment Amount | $ 13.5 |
Stockholders_ Equity (Details N
Stockholders’ Equity (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | ||||
Sep. 08, 2022 | May 06, 2022 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Subsidiary or Equity Method Investee [Line Items] | |||||
Preferred Stock, Shares Outstanding | 0 | ||||
Preferred Stock, Shares Authorized | 100,000,000 | ||||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | ||||
Common Class A [Member] | |||||
Subsidiary or Equity Method Investee [Line Items] | |||||
Common stock, shares, outstanding | 90,161,309 | 71,819,926 | |||
Common stock, shares authorized | 800,000,000 | 800,000,000 | |||
Common stock, per share | $ 0.0001 | $ 0.0001 | |||
Class A common stock issued | 90,161,309 | 71,819,926 | |||
Common stock value | $ 9 | $ 7 | |||
Common Class B [Member] | |||||
Subsidiary or Equity Method Investee [Line Items] | |||||
Common stock, shares, outstanding | 50,041,757 | 50,041,757 | |||
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 | 50,041,757 | |||
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 | |||
Percentage of total voting power of outstanding stock | 88.30% | ||||
Common Stock Purchase Agreement [Member] | |||||
Subsidiary or Equity Method Investee [Line Items] | |||||
Class A common stock issued | 0 | 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% | ||||
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 | 1,527,909 | 2,697,091 | |||
Common stock value | $ 7,200 | $ 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 | $ 11.5 | ||||
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 | $ 11.5 | ||||
Parent Company [Member] | AST And Science LLC [Member] | |||||
Subsidiary or Equity Method Investee [Line Items] | |||||
Subsidiary, Ownership Percentage, Noncontrolling Owner | 58.70% | 64.20% | |||
Common Stock Offering [Member] | |||||
Subsidiary or Equity Method Investee [Line Items] | |||||
Transaction costs | $ 300 | ||||
Common stock value | $ 56,600 | ||||
Common Stock Offering [Member] | Common Class A [Member] | |||||
Subsidiary or Equity Method Investee [Line Items] | |||||
Class A common stock issued | 12,500,000 | ||||
Over-Allotment Option [Member] | Maximum [Member] | |||||
Subsidiary or Equity Method Investee [Line Items] | |||||
Purchase of additional shares | 1,875,000 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Share-Based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total | $ 13,289 | $ 9,346 | |
Engineering services | |||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total | 8,832 | 5,026 | |
General and Administrative Costs [Member] | |||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total | 4,457 | 4,365 | |
Satellite Construction in Progress | |||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total | [1] | $ 0 | $ (45) |
[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, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Options, Outstanding beginning balance | 10,767,799 | |
Weighted Average Exercise Price, Outstanding beginning balance | $ 0.83 | |
Weighted Average Remaining Contractual Term | 5 years 9 months 3 days | 5 years 10 months 13 days |
Options, Granted | 0 | |
Weighted Average Exercise Price, Granted | $ 0 | |
Options, Exercised | (2,972,581) | |
Weighted Average Exercise Price, Excercised | $ 0.08 | |
Options, Cancelled or forfeited | (24,797) | |
Weighted Average Exercise Price, Cancelled or forfeited | $ 3.35 | |
Options, Outstanding ending balance | 7,770,421 | 10,767,799 |
Weighted Average Exercise Price, Outstanding ending balance | $ 1.11 | $ 0.83 |
Options, Exercisable | 5,960,866 | |
Weighted Average Exercise Price, Exercisable | $ 0.9 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 5 years 7 months 2 days | |
Options, Vested and expected to vest | 6,391,004 | |
Weighted Average Exercise Price, Vested and expected to vest | $ 1.24 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Exercisable, Weighted Average Remaining Contractual Term | 5 years 7 months 28 days | |
Aggregate Intrinsic Value, Outstanding | $ 38,262,071 | $ 42,994,264 |
Aggregate Intrinsic Value, Options exercisable as of December 31, 20223 | (30,552,352) | |
Aggregate Intrinsic Value, vested and expected to vest at December 31,2023 | $ 30,639,437 | |
Employee Stock Option [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Options, Outstanding beginning balance | 3,697,649 | |
Weighted Average Exercise Price, Outstanding beginning balance | $ 9.71 | |
Weighted Average Remaining Contractual Term | 8 years 3 months 14 days | 9 years 25 days |
Options, Granted | 288,300 | |
Weighted Average Exercise Price, Granted | $ 5.28 | |
Options, Exercised | 0 | |
Weighted Average Exercise Price, Excercised | $ 0 | |
Options, Cancelled or forfeited | (672,869) | |
Weighted Average Exercise Price, Cancelled or forfeited | $ 9.26 | |
Options, Outstanding ending balance | 3,313,080 | 3,697,649 |
Weighted Average Exercise Price, Outstanding ending balance | $ 9.27 | $ 9.71 |
Options, Exercisable | 1,583,171 | |
Weighted Average Exercise Price, Exercisable | $ 9.75 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 7 years 8 months 12 days | |
Options, Vested and expected to vest | 3,313,080 | |
Weighted Average Exercise Price, Vested and expected to vest | $ 9.27 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Exercisable, Weighted Average Remaining Contractual Term | 8 years 3 months 14 days | |
Aggregate Intrinsic Value, Outstanding | $ (10,726,391) | $ (18,077,872) |
Aggregate Intrinsic Value, Options exercisable as of December 31, 20223 | (5,883,276) | |
Aggregate Intrinsic Value, vested and expected to vest at December 31,2023 | $ (10,726,391) | |
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 | 3,313,080 |
Stock-Based Compensation - Sc_3
Stock-Based Compensation - Schedule of Unvested Option Activity (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of Shares, Unvested beginning Balance | 2,645,240 | |
Weighted-Average Grant Date Fair Value, Unvested beginning Balance | $ 0.8 | |
Number of Shares, Granted | 0 | |
Weighted-Average Grant Date Fair Value, Granted | $ 0 | $ 0 |
Number of Shares, Vested | (814,415) | |
Weighted-Average Grant Date Fair Value, Vested | $ 0.76 | |
Number of Shares, Forfeited | (21,270) | |
Weighted-Average Grant Date Fair Value, Forfeited | $ 2.25 | |
Number of Shares, Unvested Ending Balance | 1,809,555 | 2,645,240 |
Weighted-Average Grant Date Fair Value, Unvested Ending Balance | $ 0.8 | $ 0.8 |
Employee Stock Option [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of Shares, Unvested beginning Balance | 2,959,596 | |
Weighted-Average Grant Date Fair Value, Unvested beginning Balance | $ 4.26 | |
Number of Shares, Granted | 288,300 | |
Weighted-Average Grant Date Fair Value, Granted | $ 2.53 | $ 4.16 |
Number of Shares, Vested | (1,052,229) | |
Weighted-Average Grant Date Fair Value, Vested | $ 4.22 | |
Number of Shares, Forfeited | (465,758) | |
Weighted-Average Grant Date Fair Value, Forfeited | $ 4.4 | |
Number of Shares, Unvested Ending Balance | 1,729,909 | 2,959,596 |
Weighted-Average Grant Date Fair Value, Unvested Ending Balance | $ 3.96 | $ 4.26 |
Stock-Based Compensation - Blac
Stock-Based Compensation - Black-Scholes option-pricing model (Details) - Employee Stock Option [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Exercise price | $ 5.28 | $ 9.2 |
Fair market value | $ 2.53 | $ 4.16 |
Expected dividend yield | 0% | 0% |
Expected term (in years) | 6 years 1 month 6 days | 6 years 1 month 6 days |
Expected volatility | 43.81% | 42.13% |
Weighted-average risk-free rate | 3.75% | 3.24% |
Stock-Based Compensation - Sc_4
Stock-Based Compensation - Schedule of Unvested Restricted Stock Units Activity (Detail) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of Shares, Unvested beginning Balance | 2,645,240 | |
Weighted-Average Grant Date Fair Value, Unvested beginning Balance | $ 0.8 | |
Number of Shares, Granted | 0 | |
Weighted-Average Grant Date Fair Value, Granted | $ 0 | $ 0 |
Number of Shares, Vested | (814,415) | |
Weighted-Average Grant Date Fair Value, Vested | $ 0.76 | |
Number of Shares, Forfeited | (21,270) | |
Weighted-Average Grant Date Fair Value, Forfeited | $ 2.25 | |
Number of Shares, Unvested Ending Balance | 1,809,555 | 2,645,240 |
Weighted-Average Grant Date Fair Value, Unvested Ending Balance | $ 0.8 | $ 0.8 |
Restricted Stock Units RSU Member | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of Shares, Unvested beginning Balance | 3,246,220 | |
Weighted-Average Grant Date Fair Value, Unvested beginning Balance | $ 9.65 | |
Number of Shares, Granted | 661,348 | |
Weighted-Average Grant Date Fair Value, Granted | $ 4.96 | |
Number of Shares, Vested | (822,275) | |
Weighted-Average Grant Date Fair Value, Vested | $ 10.1 | |
Number of Shares, Forfeited | (205,875) | |
Weighted-Average Grant Date Fair Value, Forfeited | $ 8.69 | |
Number of Shares, Unvested Ending Balance | 2,879,418 | 3,246,220 |
Weighted-Average Grant Date Fair Value, Unvested Ending Balance | $ 8.51 | $ 9.65 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details Narrative) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Share-based compensation arrangement by share-based payment award, options, outstanding, number | 7,770,421 | 10,767,799 |
Options, Granted | 0 | |
Weighted-Average Grant Date Fair Value, Granted | $ 0 | $ 0 |
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 | $ 17.7 | |
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 | $ 12.9 | |
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition | 2 years 3 months 21 days | |
Options, Granted | 661,348 | |
Weighted-Average Grant Date Fair Value, Granted | $ 4.96 | |
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 | 3,313,080 | 3,697,649 |
Share-Based Payment Arrangement, Nonvested Award, Option, Cost Not yet Recognized, Amount | $ 6.7 | |
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition | 2 years 4 months 24 days | |
Options, Granted | 288,300 | |
Weighted-Average Grant Date Fair Value, Granted | $ 2.53 | $ 4.16 |
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 | 7,770,421 | |
Share-Based Payment Arrangement, Nonvested Award, Option, Cost Not yet Recognized, Amount | $ 1.1 | |
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition | 1 year 6 months 3 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 | 2,879,418 | |
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 | 3,313,080 | |
Employee Stock Purchase Plan | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Options, Granted | 2,000,000 |
Nano (Details Narrative)
Nano (Details Narrative) - USD ($) $ in Millions | 12 Months Ended | |
Sep. 06, 2022 | Dec. 31, 2022 | |
Noncontrolling Interest [Abstract] | ||
Percentage of ownership interest in subsidiary sold | 51% | |
Proceeds from Sale of Interest in Partnership Unit | $ 26.6 | |
Net gain recognized | $ 24.5 |
Nano - Schedule of Disaggregati
Nano - Schedule of Disaggregation of Revenue (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Disaggregation of Revenue [Line Items] | |
Total | $ 13,825 |
Transferred over Time [Member] | |
Disaggregation of Revenue [Line Items] | |
Total | 12,491 |
Transferred at Point in Time [Member] | |
Disaggregation of Revenue [Line Items] | |
Total | $ 1,334 |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Income (Loss) Before Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
United States | $ (230,487) | $ (98,774) |
Foreign | 9,491 | (3,722) |
Loss before income tax expense | $ (220,996) | $ (102,496) |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Current: | ||
Federal | $ 0 | $ 0 |
State | 0 | 0 |
Foreign | 2,576 | 617 |
Total current | 2,576 | 617 |
Deferred: | ||
Federal | 0 | 0 |
State | 0 | 0 |
Foreign | (895) | 0 |
Total deferred | (895) | 0 |
Total Income Tax Provision | $ 1,681 | $ 617 |
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, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Statutory U.S. federal income tax rate | 21% | 21% |
Income (loss) attributable to noncontrolling interest and non taxable income (loss) | (13.00%) | (16.00%) |
Changes in fair value of warrant liabilities | 1% | 4% |
Change in valuation allowance | (10.00%) | (10.00%) |
Research and development credit | 1% | 2% |
Other | (1.00%) | (2.00%) |
Effective income tax rate | (1.00%) | (1.00%) |
Income Taxes - Schedule Of Defe
Income Taxes - Schedule Of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 21,965 | $ 11,788 |
Basis difference in the equity of AST LLC | 95,170 | 79,396 |
Research and development credit | 6,524 | 3,172 |
Other | 635 | 508 |
Total deferred tax assets | 124,294 | 94,864 |
Valuation allowance | (123,399) | (94,864) |
Net deferred tax assets | $ 895 | $ 0 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | $ 21,965,000 | $ 11,788,000 |
Net operating loss carryforwards, expiration year | 2041 | |
Valuation allowance | $ 123,399,000 | 94,864,000 |
Foreign deferred tax assets | 900,000 | |
Unrecognized tax benefits | 0 | $ 0 |
Accrued for interest and penalties | 0 | |
Federal | ||
Operating Loss Carryforwards [Line Items] | ||
Federal net operating loss carryforwards (gross) | 99,400,000 | |
Foreign | ||
Operating Loss Carryforwards [Line Items] | ||
Foreign net operating loss carryforwards (gross) | 3,000,000 | |
State | ||
Operating Loss Carryforwards [Line Items] | ||
State net operating loss carryforwards (gross) | 5,600,000 | |
Amount of operating loss carryforwards subject to expiration | 700,000 | |
Remaining amount of operating loss carryforwards not subject to expiration | $ 4,900,000 |
Net Loss per Share - Schedule o
Net Loss per Share - Schedule of Basic and Diluted Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Numerator | ||
Net loss before allocation to noncontrolling interest | $ (222,677) | $ (103,113) |
Net loss attributable to the noncontrolling interest | (135,116) | (71,473) |
Net loss attributable to common stockholders - basic | (87,561) | (31,640) |
Net loss attributable to common stockholders - diluted | $ (87,561) | $ (31,640) |
Common Class A [Member] | ||
Weighted Average Number of Shares Outstanding, Diluted [Abstract] | ||
Weighted-average shares of Class A Common Stock outstanding - basic | 81,824,122 | 54,437,073 |
Weighted-average shares of Class A Common Stock outstanding - diluted | 81,824,122 | 54,437,073 |
Net loss per share attributable to holders of Class A Common Stock - basic | $ (1.07) | $ (0.58) |
Net loss per share attributable to holders of Class A Common Stock - diluted | $ (1.07) | $ (0.58) |
Net Loss per Share (Details Nar
Net Loss per Share (Details Narrative) | 12 Months Ended |
Dec. 31, 2023 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 | 1,208,125 |
Related Parties (Details Narrat
Related Parties (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||
Mar. 04, 2024 | Jan. 16, 2024 | Feb. 04, 2020 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | ||||||
Annual maintenance fee payable | $ 500 | |||||
Operating Expenses | $ 222,367 | $ 152,875 | ||||
Related party cost | $ 0 | $ 6,714 | ||||
Convertible Security Investment Agreement [Member] | Subsequent Event [Member] | ||||||
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | ||||||
Aggregate principal amount | $ 25,000 | |||||
Initial revenue commitment | $ 25,000 | |||||
Rakuten Agreement [Member] | ||||||
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | ||||||
Operating Expenses | $ 10,000 | |||||
Capital investment | $ 5,000 | |||||
Invesat LLC [Member] | Subsequent Event [Member] | Class A Common Stock [Member] | ||||||
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | ||||||
Number Share issued upon conversion | 200,000 | |||||
Antares Technologies [Member] | Subsequent Event [Member] | Class B Common Stock [Member] | ||||||
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | ||||||
Number Share issued upon conversion | 9,932,541 | |||||
Antares Technologies [Member] | Subsequent Event [Member] | Common Class A [Member] | ||||||
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | ||||||
Number Share issued upon conversion | 10,445,200 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) | 6 Months Ended | |||||||
Jan. 16, 2025 USD ($) Days $ / shares shares | Jan. 29, 2024 USD ($) | Jan. 23, 2024 USD ($) shares | Jan. 16, 2024 USD ($) $ / shares shares | Jun. 30, 2023 shares | Dec. 31, 2023 USD ($) shares | Dec. 31, 2022 USD ($) shares | Dec. 08, 2021 | |
Subsequent Event [Line Items] | ||||||||
Bear interest rate | 4.20% | |||||||
Common Class A [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Class A common stock issued | shares | 90,161,309 | 71,819,926 | ||||||
Common Stock Value | $ 9,000 | $ 7,000 | ||||||
Maximum [Member] | Over-Allotment Option [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Purchase of additional shares | shares | 1,875,000 | |||||||
Convertible Security Investment Agreement [Member] | Scenario Forecast [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Debt conversion, shares | shares | 173.913 | |||||||
Debt conversion, principal amount | $ 1,000 | |||||||
Conversion price (in usd per share) | $ / shares | $ 5.75 | |||||||
Stock price conversion threshold, percentage | 130% | |||||||
Consecutive trading days | Days | 30 | |||||||
Threshold trading days | Days | 30 | |||||||
Subsequent Event [Member] | January 2024 Common Stock Offering [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Common Stock Value | $ 14,100,000 | $ 93,600,000 | ||||||
Underwriting commissions | $ 900,000 | 6,000,000 | ||||||
Transaction costs | $ 400,000 | |||||||
Subsequent Event [Member] | Common Class A [Member] | January 2024 Common Stock Offering [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Class A common stock issued | shares | 32,258,064 | |||||||
Subsequent Event [Member] | Maximum [Member] | Over-Allotment Option [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Purchase of additional shares | shares | 4,838,709 | |||||||
Subsequent Event [Member] | Convertible Security Investment Agreement [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Principal amount | $ 110,000,000 | |||||||
Description of frequency periodic payment | The Notes bear interest at a rate of 5.50% per year, payable semi-annually in arrears on June 30 and December 30 of each year, beginning on June 30, 2024. | |||||||
Bear interest rate | 5.50% | |||||||
Term period of debt | 10 years | |||||||
Debt conversion, shares | shares | 173.913 | |||||||
Debt conversion, principal amount | $ 1,000 | |||||||
Conversion price (in usd per share) | $ / shares | $ 5.75 | |||||||
Debt instrument, conversion date | Jan. 16, 2025 | |||||||
Description of debt default | In the case of an event of default with respect to the Notes arising from specified events of bankruptcy or insolvency of the Company, 100% of the principal of, and accrued and unpaid interest on, the Notes will automatically become due and payable. If any other event of default with respect to the Notes occurs or is continuing (which include customary events of default, including the failure to pay principal or interest when due and the failure to comply with other covenants contained in the Investment Agreement), the Holders of at least 60% in aggregate principal amount of the then outstanding Subordinated Obligations (as defined in the Investment Agreement to include the obligations under the Notes) may declare the principal amount of the Notes to be immediately due and payable. | |||||||
Initial revenue commitment | $ 25,000,000 | |||||||
Subsequent Event [Member] | Convertible Security Investment Agreement [Member] | Maximum [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Percentage of aggregate principal amount | 100% | |||||||
Subsequent Event [Member] | Convertible Security Investment Agreement [Member] | Minimum [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Percentage of aggregate principal amount | 60% | |||||||
Subsequent Event [Member] | AT&T Letter Agreement [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Nonrefundable commercial payment | $ 20,000,000 | |||||||
Subsequent Event [Member] | Vodafone Letter Agreement [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Initial revenue commitment | $ 25,000,000 |