Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2024 | May 13, 2024 | |
Entity Addresses [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2024 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2024 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-39040 | |
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 | |
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 | |
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 | 139,621,085 | |
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 $11.50 | |
Trading Symbol | ASTSW | |
Security Exchange Name | NASDAQ | |
Common Class B [Member] | ||
Entity Addresses [Line Items] | ||
Entity Common Stock, Shares Outstanding | 39,747,447 | |
Common Class C [Member] | ||
Entity Addresses [Line Items] | ||
Entity Common Stock, Shares Outstanding | 78,163,078 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 209,973 | $ 85,622 |
Restricted cash | 2,467 | 2,475 |
Prepaid expenses | 5,033 | 4,591 |
Other current assets | 22,036 | 14,194 |
Total current assets | 239,509 | 106,882 |
Non-current assets: | ||
Property and equipment, net | 245,284 | 238,478 |
Operating lease right-of-use assets, net | 12,796 | 13,221 |
Other non-current assets | 4,139 | 2,311 |
TOTAL ASSETS | 501,728 | 360,892 |
Current liabilities: | ||
Accounts payable | 14,528 | 20,575 |
Accrued expenses and other current liabilities | 15,593 | 23,926 |
Current operating lease liabilities | 1,505 | 1,468 |
Current portion of long-term debt | 255 | 252 |
Total current liabilities | 31,881 | 46,221 |
Non-current liabilities: | ||
Warrant liabilities | 11,746 | 29,960 |
Non-current operating lease liabilities | 11,429 | 11,900 |
Long-term debt, net | 160,827 | 59,252 |
Total liabilities | 215,883 | 147,333 |
Commitments and contingencies (Note 7) | ||
Stockholders' Equity | ||
Additional paid-in capital | 373,773 | 288,404 |
Accumulated other comprehensive income | 121 | 227 |
Accumulated deficit | (209,392) | (189,662) |
Noncontrolling interest | 121,317 | 114,568 |
Total stockholders' equity | 285,845 | 213,559 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 501,728 | 360,892 |
Common Class A [Member] | ||
Stockholders' Equity | ||
Common stock value | 14 | 9 |
Common Class B [Member] | ||
Stockholders' Equity | ||
Common stock value | 4 | 5 |
Common Class C [Member] | ||
Stockholders' Equity | ||
Common stock value | $ 8 | $ 8 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Mar. 31, 2024 | Dec. 31, 2023 |
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 | 138,153,310 | 90,161,309 |
Common Stock, Shares, Outstanding | 138,153,310 | 90,161,309 |
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 | 39,747,447 | 50,041,757 |
Common Stock, Shares, Outstanding | 39,747,447 | 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 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Revenues | $ 500 | $ 0 |
Operating expenses: | ||
Engineering services costs | 19,511 | 16,483 |
General and administrative costs | 12,287 | 9,857 |
Research and development costs | 4,257 | 16,381 |
Depreciation and amortization | 19,945 | 1,733 |
Total operating expenses | 56,000 | 44,454 |
Other income (expense): | ||
Gain on remeasurement of warrant liabilities | 18,214 | 7,498 |
Interest (expense) income, net | (2,222) | 2,093 |
Other (expense) income, net | (2) | (10,237) |
Total other income (expense), net | 15,990 | (646) |
Loss before income tax expense | (39,510) | (45,100) |
Income tax expense | (294) | (116) |
Net loss before allocation to noncontrolling interest | (39,804) | (45,216) |
Net loss attributable to noncontrolling interest | (20,074) | (28,898) |
Net loss attributable to common stockholders | $ (19,730) | $ (16,318) |
Common Class A [Member] | ||
Net loss per share attributable to holders of Class A Common Stock | ||
Basic | $ (0.16) | $ (0.23) |
Diluted | $ (0.16) | $ (0.23) |
Weighted average shares of Class A Common Stock outstanding | ||
Weighted-average number of Class A Common Stock outstanding - basic | 121,447,138 | 71,845,206 |
Weighted-average number of Class A Common Stock outstanding - diluted | 121,447,138 | 71,845,206 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Statement [Abstract] | ||
Net loss before allocation to noncontrolling interest | $ (39,804) | $ (45,216) |
Other comprehensive loss | ||
Foreign currency translation adjustments | (216) | (128) |
Total other comprehensive loss | (216) | (128) |
Total comprehensive loss before allocation to noncontrolling interest | (40,020) | (45,344) |
Comprehensive loss attributable to noncontrolling interest | (20,184) | (28,980) |
Comprehensive loss attributable to common stockholders | $ (19,836) | $ (16,364) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - 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 [Member] | Accumulated Deficit [Member] | Noncontrolling Interest [Member] |
Beginning balance, value at Dec. 31, 2022 | $ 359,826 | $ 7 | $ 5 | $ 8 | $ 235,384 | $ 229 | $ (102,101) | $ 226,294 |
Beginning balance, shares at Dec. 31, 2022 | 71,819,926 | 50,041,757 | 78,163,078 | |||||
Stock-based compensation | 2,474 | 2,307 | 167 | |||||
Issuance of equity under employee stock plan | 96 | (801) | 897 | |||||
Vesting of restricted stock units | (123) | (4) | (119) | |||||
Vesting of restricted stock units, Shares | 57,633 | |||||||
Foreign currency translation adjustments | (128) | (46) | (82) | |||||
Net loss | (45,216) | (16,318) | (28,898) | |||||
Ending balance, value at Mar. 31, 2023 | 316,929 | $ 7 | $ 5 | $ 8 | 236,886 | 183 | (118,419) | 198,259 |
Ending balance, shares at Mar. 31, 2023 | 71,877,559 | 50,041,757 | 78,163,078 | |||||
Beginning balance, value at Dec. 31, 2023 | 213,559 | $ 9 | $ 5 | $ 8 | 288,404 | 227 | (189,662) | 114,568 |
Beginning balance, shares at Dec. 31, 2023 | 90,161,309 | 50,041,757 | 78,163,078 | |||||
Stock-based compensation | 4,933 | 4,775 | 158 | |||||
Issuance of common stock, net of issuance costs | 37,096,773 | |||||||
Issuance of common stock, net of issuance costs | 107,687 | $ 4 | 69,551 | 38,132 | ||||
Vesting of restricted stock units | (314) | (121) | (193) | |||||
Vesting of restricted stock units, Shares | 288,259 | |||||||
Redemption of AST LLC Common Units for Class A Common Stock | 0 | $ 1 | $ (1) | 11,164 | (11,164) | |||
Redemption of AST LLC Common Units for Class A Common Stock, Shares | 10,606,969 | (10,294,310) | 0 | |||||
Foreign currency translation adjustments | (216) | (106) | (110) | |||||
Net loss | (39,804) | (19,730) | (20,074) | |||||
Ending balance, value at Mar. 31, 2024 | $ 285,845 | $ 14 | $ 4 | $ 8 | $ 373,773 | $ 121 | $ (209,392) | $ 121,317 |
Ending balance, shares at Mar. 31, 2024 | 138,153,310 | 39,747,447 | 78,163,078 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Cash flows from operating activities: | ||
Net loss before allocation to noncontrolling interest | $ (39,804) | $ (45,216) |
Adjustments to reconcile net loss before noncontrolling interest to cash used in operating activities: | ||
Depreciation and amortization | 19,945 | 1,733 |
Gain on remeasurement of warrant liabilities | (18,214) | (7,498) |
Amortization of debt issuance costs | 900 | 0 |
Stock-based compensation | 4,933 | 2,474 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | (8,306) | (12,168) |
Accounts payable and accrued expenses | (8,396) | 5,553 |
Operating lease right-of-use assets and operating lease liabilities | (8) | 6 |
Other assets and liabilities | 828 | 17,383 |
Net cash used in operating activities | (48,122) | (37,733) |
Cash flows from investing activities: | ||
Purchase of property and equipment and advance launch payments(1) | (39,568) | (15,388) |
Net cash used in investing activities | (39,568) | (15,388) |
Cash flows from financing activities: | ||
Proceeds from debt | 110,000 | 0 |
Repayments of debt | (62) | (60) |
Payment for debt issuance costs | (5,162) | 0 |
Proceeds from issuance of common stock, net of issuance costs | 107,718 | 0 |
Issuance of equity under employee stock plan | 0 | 96 |
Employee taxes paid for stock-based compensation awards | (314) | 0 |
Net cash provided by financing activities | 212,180 | 36 |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (147) | (475) |
Net increase (decrease) in cash, cash equivalents and restricted cash | 124,343 | (53,560) |
Cash and cash equivalents and restricted cash, beginning of period | 88,097 | 239,256 |
Cash and cash equivalents and restricted cash, end of period | 212,440 | 185,696 |
Non-cash transactions: | ||
Purchases of property and equipment in accounts payable and accrued expenses | 5,734 | 4,077 |
Right-of-use assets obtained in exchange for operating lease liabilities | 0 | 5,507 |
Interest | 2,205 | 52 |
Income taxes, net | $ 710 | $ 282 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Pay vs Performance Disclosure | ||
Net Income (Loss) | $ (19,730) | $ (16,318) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 31, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Organization and Nature of Oper
Organization and Nature of Operations | 3 Months Ended |
Mar. 31, 2024 | |
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 March 31, 2024, 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 discretion to manage and control the business of AST LLC and to take all action it deems necessary 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 Israel. 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 | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed 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 unaudited condensed consolidated financial statements include the accounts of the Company, AST LLC 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. In the opinion of management, these unaudited condensed consolidated financial statements contain all adjustments (consisting only of normal and recurring adjustments) necessary to fairly state the unaudited condensed consolidated financial statements. The financial statements of AST LLC and its subsidiaries have been prepared on a consolidated basis with the Company as the Company is the sole managing member of AST LLC and has full discretion to manage and control the business of AST LLC and to take all action it deems necessary to accomplish the purposes of AST LLC. The accompanying unaudited condensed consolidated financial statements and related notes should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto as of and for the year ended December 31, 2023, included in its Annual Report on Form 10-K filed with the SEC on April 1, 2024 (the “2023 Annual Report on Form 10-K”). The results of operations for the periods presented are not indicative of the results to be expected for the year ending December 31, 2024 or for any other interim period or other future year. 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 unaudited condensed 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. The Company’s significant accounting policies are described in Note 2: Summary of Significant Accounting Policies of the 2023 Annual Report on Form 10-K, and there have been no significant changes in these significant accounting policies as compared to those described therein. Revenue Recognition Revenue generated from sales of goods and services is recognized when a customer obtains control of promised goods or services in accordance with ASC 606, Revenue from Contracts with Customers (“ASC 606”). The Company recognizes revenue for services provided over time as the Company’s performance does not result in an asset with an alternative use and the Company is entitled to be compensated for performance completed to date. For performance obligations that do not meet the criteria for over time recognition, the Company recognizes revenue upon transfer of control of the performance obligation to the customer. The Company defers revenue in the event the performance obligations are not satisfied for which compensation has been received. Revenue associated with unsatisfied performance obligations are contract liabilities, and are recorded within accrued expenses and other current liabilities in the unaudited condensed consolidated balance sheets, and are recognized once performance obligations are satisfied. To date, the Company has not generated any revenues from its SpaceMobile Service or from the resale of gateway equipment and associated services to mobile network operators and other third parties. During the three months ended March 31, 2024, the Company recognized $ 0.5 million of revenue from performance obligations completed to date under an agreement with a prime contractor for a U.S. government contract. As of March 31, 2024, $ 0.8 million of contract liabilities were recorded for unsatisfied performance obligations related to resale of gateway equipment and associated services to the customers. Recently Adopted 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. A public entity should apply the amendments in this ASU retrospectively to all prior periods presented in the financial statements. The ASU was effective for the Company on January 1, 2024, and interim periods within fiscal years beginning January 1, 2025. The adoption of this ASU did not have a material impact on the Company’s unaudited condensed consolidated financial statements. Future Adoption of Recently Issued Accounting Pronouncement 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 | 3 Months Ended |
Mar. 31, 2024 | |
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 March 31, 2024 Level 1 Level 2 Level 3 Assets: Cash equivalents $ 198,891 $ - $ - Total assets measured at fair value $ 198,891 $ - $ - Liabilities: Public warrant liability $ 7,390 $ - $ - Private placement warrant liability - 4,356 - Total liabilities measured at fair value $ 7,390 $ 4,356 $ - 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 March 31, 2024 and December 31, 2023, the Company had $ 212.4 million and $ 88.1 million of cash and cash equivalents and restricted cash, respectively, of which $ 198.9 million and $ 69.7 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 March 31, 2024 and December 31, 2023 , restricted cash of $ 2.5 million represents a deposit into an interest reserve escrow account for the senior secured credit facility, and a deposit 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. Warrant liabilities are described in detail at Note 6: Warrant Liabilities. As of March 31, 2024 and December 31, 2023, 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 March 31, 2024 and December 31, 2023, 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 March 31, 2024 , the risk-free rate assumption was based on the two- and three-year U.S. Treasury rates as the estimated time to expire was 2.02 years (compared to an estimated time to expire of 2.26 years as of December 31, 2023 ). An increase in the risk-free interest rate, in isolation, would result in an increase in the fair value measurement of the warrant liabilities and vice versa. • The expected volatility assumption was based on the implied volatility of the Company’s publicly-traded warrants, which as of March 31, 2024 and December 31, 2023 was 103.0 % and 80.4 % , resp ectively. |
Property and Equipment
Property and Equipment | 3 Months Ended |
Mar. 31, 2024 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | 4. Property and Equipment Property and equipment, net consisted of the following (in thousands): As of March 31, December 31, 2024 2023 Land $ 1,350 $ 1,350 Buildings 14,711 14,555 Leasehold improvements 9,088 9,111 Satellite in orbit 92,464 92,464 Lab, assembly, and integration equipment 40,371 31,957 Satellite antenna 7,209 7,188 Computer hardware and software 14,233 11,112 Other 1,325 1,230 Construction in progress Satellite materials, satellites under construction, and advance launch payments 142,996 125,428 Other 2,616 5,256 Total property and equipment, gross $ 326,363 $ 299,651 Accumulated depreciation and amortization ( 81,079 ) ( 61,173 ) Total property and equipment, net $ 245,284 $ 238,478 Depreciation expense for the three months ended March 31, 2024 and 2023 was approximately $ 19.9 million and $ 1.7 million , respectively. |
Long-Term Debt
Long-Term Debt | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | 5. Long-Term Debt Long-term debt consists of the following (in thousands): As of March 31, 2024 December 31, 2023 Convertible notes $ 110,000 $ - Senior secured credit facility (1) 52,023 52,023 Capital equipment loan 15,000 15,000 Term loan 4,696 4,758 Total debt $ 181,719 $ 71,781 Less: current portion of long-term debt ( 255 ) ( 252 ) Less: unamortized debt issuance costs (1) ( 20,637 ) ( 12,277 ) Long-term debt, net of issuance costs $ 160,827 $ 59,252 (1) Includes estimated exit fee of $ 3.5 million due at maturity. As of March 31, 2024 and December 31, 2023 , the aggregate fair value of the Company’s debt was $ 166.6 million and $ 68.7 million, respectively. The fair value of debt, excluding convertible notes, have been determined under the discounted cash flow method using significant inputs derived from, or corroborated by, observable market data (Level 2 inputs). The fair value of the convertible notes has been determined based on a lattice-based binomial model using significant inputs derived from, or corroborated by, observable market data (Level 2 inputs). Debt 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 debt and amortized using the effective interest method to interest expense over the term of the debt. During the three months ended March 31, 2024 and three months ended March 31, 2023 , the Company recognized $ 4.4 million and less than $ 0.1 million of interest expense related to the debt noted above, respectively. The interest expense included amortization of debt issuance costs of $ 0.9 million for the three months ended March 31, 2024. Interest expense is included in interest (expense) income, net in the accompanying unaudited condensed consolidated statements of operations. As of March 31, 2024 , the Company was in compliance with all debt covenants requirements. Convertible Notes 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 “Convertible Notes” and such investments, the “Investments”). The Company incurred debt issuance costs of $ 9.3 million upon closing of the Convertible Notes. As of March 31, 2024, $ 4.1 million of debt issuance cost remains due and is included in accrued expenses and other current liabilities in the accompanying unaudited condensed consolidated balance sheet. The Convertible 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 Convertible Notes in cash or in kind. If the Company elects to pay interest on the Convertible Notes in kind, the principal amount of the Convertible 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 Convertible Notes have a ten-year term unless earlier converted. The holders of the Convertible Notes (the “Holders”) may convert the Convertible 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 Convertible Notes (equivalent to an initial conversion price of $ 5.75 per share of Class A Common Stock). The Holders may convert their Convertible Notes at their option at any time on or after January 16, 2025 . The Holders will also have the right to convert the Convertible 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 Convertible 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 Convertible 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 Convertible 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 Convertible Notes arising from specified events of bankruptcy or insolvency of the Company, 100 % of the principal of, and accrued and unpaid interest on, the Convertible Notes will automatically become due and payable. If any other event of default with respect to the Convertible 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 Convertible Notes) may declare the principal amount of the Convertible 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 Convertible Notes, the Company is required to repay the Convertible Notes immediately prior to the consummation of such fundamental change in an amount equal to the aggregate principal amount of such Convertible Notes, plus any accrued and unpaid interest thereon. Other than as described above, there were no new debt issuances or significant changes related to the above listed debt during the three months ended March 31, 2024. See Note 8: Debt to the Company’s Consolidated Financial Statements included in its 2023 Annual Report on Form 10-K for additional information regarding the debt listed above. |
Warrant Liabilities
Warrant Liabilities | 3 Months Ended |
Mar. 31, 2024 | |
Warrant Liabilities | |
Warrant Liabilities | 6. Warrant Liabilities Warrant liabilities are comprised of both Public Warrants and Private Placement Warrants. Each whole Public Warrant entitles the registered holder to purchase one whole share of Class A Common Stock at a price of $ 11.50 per share. Pursuant to the warrant agreement, a holder of Public Warrants may exercise its warrants only for a whole number of shares of Class A Common Stock. This means that only a whole warrant may be exercised at any given time by a warrant holder. The Public Warrants expire on April 6, 2026 , five years after the Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. The Company may redeem the Public Warrants under the following conditions: • In whole and not in part; • At a price of $ 0.01 per warrant; • Upon not less than 30 days’ prior written notice of redemption (the “30-day redemption period”) to each warrant holder; and • If, and only if, the reported last sale price of the Class A Common Stock equals or exceeds $ 18.00 per share for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders. The redemption criteria discussed above prevent a redemption call unless there is at the time of the call a significant premium to the warrant exercise price. If the foregoing conditions are satisfied and the Company issues a notice of redemption of the warrants, each warrant holder will be entitled to exercise its warrant prior to the scheduled redemption date. However, the price of the Class A Common Stock may fall below the $ 18.00 redemption trigger price (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) as well as the $ 11.50 warrant exercise price after the redemption notice is issued. The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants are exercisable on a cashless basis and are non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. During the three months ended March 31, 2024 and 2023, there were no Public Warrants or Private Placement Warrants exercised . As of March 31, 2024 and December 31, 2023, there were 11,547,600 Public Warrants and 6,050,000 Private Placement Warrants outstanding, respectively. As of March 31, 2024 and December 31, 2023, the Company recorded warrant liabilities of $ 11.7 million and $ 30.0 million in the unaudited condensed consolidated balance sheets, respectively. For the three months ended March 31, 2024 and 2023, the Company recognized a gain of $ 18.2 million and a gain of $ 7.5 million , respectively, on the change in the fair value of the warrant liabilities in the unaudited condensed consolidated statements of operations. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 7. Commitments and Contingencies Purchase Commitments As of March 31, 2024, the Company had contractual commitments with third parties of approximately $ 94.6 million , primarily related to procurement of BB satellite components, R&D programs, capital improvements and future launch payments for Block 2 Bluebird satellite. 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 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. On April 29, 2024, the court entered a stipulation by the parties to both actions to be consolidated under the caption In re AST SpaceMobile, Inc. Stockholders Litigation (C.A. No. 2023-1292), and for the plaintiffs to file a consolidated amended complaint by May 29, 2024. Defendants must respond within 45 days of the filing of the consolidated amended complaint. Federal Class Action Litigations A federal putative class action complaint was filed in the Western District of Texas on April 17, 2024 against the Company, Abel Avellan, and Sean Wallace ( Klarkowskiv. AST SpaceMobile, Inc. et al. (No. 7:24-cv-00102)), which asserts claims for violations of the federal securities laws, and generally alleges that the Company and individual defendants made materially false and misleading statements relating to the status and timeline of satellite production in November 2023 - April 2024. |
Stockholders_ Equity
Stockholders’ Equity | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
Stockholders’ Equity | 8. Stockholders’ Equity Class A Common Stock As of March 31, 2024, there were 138,153,310 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 As of March 31, 2024, there were 39,747,447 shares 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 Abel Avellan, the Company’s Chairman and Chief Executive Officer (“Mr. Avellan”)) at the time of Business Combination and are noneconomic, 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 of AST LLC (other than Mr. Avellan) at the time of 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 Redemption Election Committee. 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. During the three months ended March 31, 2024, the existing equity holders redeemed 10,294,310 AST LLC Common Units into Class A Common Stock and subsequently 10,294,310 Class B Common Stock held by such existing equity holders were cancelled. Class C Common Stock As of March 31, 2024, 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 the lesser of 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 Redemption Election Committee. Upon redemption of the AST LLC Common Units 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 the shares of Class C Common Stock cancelled will be terminated. Preferred Stock As of March 31, 2024 , 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 interests 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. As of March 31, 2024, there were 11,547,600 Public Warrants and 6,050,000 Private Placement Warrants outstanding (see Note 6: 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 results in a change in ownership and reduces the amount recorded as noncontrolling interest and increases 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. Future redemptions or direct exchanges of AST LLC Common Units by the noncontrolling interest holders will result in a change in ownership and reduce the amount recorded as noncontrolling interest and increase additional paid-in capital. Certain members of AST LLC also hold incentive stock options that are subject to service or performance conditions (see Note 9: 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 March 31, 2024 and December 31, 2023 , the noncontrolling interest in AST LLC was approximately 46.0 % and 58.7 % , respectively. The decrease in noncontrolling interest percentage during the three months ended March 31, 2024 was a result of the issuance of Class A Common Stock under the January 2024 Common Stock Offering, 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 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, 2023 , aggregating to 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 three months ended March 31, 2024. Proceeds from the sale of the 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 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 “Securities Act”). The agents sell the 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 had issued 4,225,000 shares of its Class A Common Stock as of December 31, 2023, aggregating to proceeds of $ 27.2 million, net of commissions paid to the agents and transaction costs. The Company did no t issue any shares of its Class A Common Stock under the Sales Agreement during the three months ended March 31, 2024. Proceeds from the sale of the Class A Common Stock under the Sales Agreement were and are expected to continue to be used for general corporate purposes. 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. Proceeds from the sale of the Company’s Class A common stock under the January 2024 Common Stock Offering were and are expected to be used for general corporate purposes. |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | 9. 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 unaudited condensed consolidated statements of operations(in thousands): For the Three Months Ended 2024 2023 Engineering services $ 1,607 $ 1,392 General and administrative costs 3,326 1,082 Total $ 4,933 $ 2,474 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 March 31, 2024, AST LLC was authorized to issue a total of 12,812,959 Incentive Equity Units under a reserve set aside for equity awards. As of March 31, 2024, there were options to acquire 7,433,744 Incentive Equity Units outstanding under the AST LLC Incentive Plan. The following table summarizes AST LLC’s option activity for the three months ended March 31, 2024: Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (years) Outstanding as of December 31, 2023 7,770,421 $ 1.11 5.76 Granted - - Exercised ( 319,033 ) 0.06 Cancelled or forfeited ( 17,644 ) 0.60 Outstanding as of March 31, 2024 7,433,744 $ 1.15 5.53 Options exercisable as of March 31, 2024 5,709,500 $ 1.00 5.37 Vested and expected to vest as of March 31, 2024 6,054,327 $ 1.30 5.43 The following table summarizes the Company’s unvested option activity for the three months ended March 31, 2024: Number of Shares Weighted-Average Grant Date Fair Value Unvested as of December 31, 2023 1,809,555 $ 0.80 Granted - - Vested ( 81,685 ) 1.98 Forfeited ( 3,626 ) 0.60 Unvested as of March 31, 2024 1,724,244 $ 0.74 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 three months ended March 31, 2024 and 2023. As of March 31, 2024, total unrecognized compensation expense related to the unvested stock options was $ 0.9 million , which is expected to be recognized over a weighted average period of 1.30 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, treasury 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 March 31, 2024, there were 3,817,605 se rvice-based options outstanding under the 2020 Plan. The following table summarizes the Company’s option activity under the 2020 Plan for the three months ended March 31, 2024: Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (years) Outstanding as of December 31, 2023 3,313,080 $ 9.27 8.29 Granted 629,000 3.14 Exercised - - Cancelled or forfeited ( 124,475 ) 8.96 Outstanding as of March 31, 2024 3,817,605 $ 8.28 8.35 Options exercisable as of March 31, 2024 1,734,629 $ 9.62 7.73 Vested and expected to vest as of March 31, 2024 3,817,605 $ 8.28 8.35 The following table summarizes the Company’s unvested option activity for the period ended March 31, 2024: Number of Shares Weighted-Average Grant Date Fair Value Unvested as of December 31, 2023 1,729,909 $ 3.96 Granted 629,000 1.64 Vested ( 230,076 ) 3.80 Forfeited ( 45,857 ) 3.74 Unvested as of March 31, 2024 2,082,976 $ 3.29 The weighted-average grant-date fair value per share of stock options granted during the three months ended March 31, 2024 under the 2020 Plan was $ 1.64 . There were no stock options granted during the three months ended March 31, 2023 under the 2020 Plan. As of March 31, 2024, 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 2.56 years. Restricted Stock Units As of March 31, 2024, there were 3,804,815 restricted stock units outstanding under the 2020 Plan. The following table summarizes the Company’s unvested restricted stock unit activity for the three months ended March 31, 2024: Number of Shares Weighted-Average Grant Date Fair Value Unvested as of December 31, 2023 2,879,418 $ 8.51 Granted 1,401,900 3.27 Vested ( 386,503 ) 8.53 Forfeited ( 90,000 ) 5.08 Unvested as of March 31, 2024 3,804,815 $ 6.66 As of March 31, 2024, total unrecognized compensation expense related to the unvested restricted stock units was $ 16.7 million , which is expected to be recognized over a weighted average period of 2.14 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 March 31, 2024, the Company had not issued any awards under this plan. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2024 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 10. 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 and Israel with tax filings in each foreign jurisdiction. The consolidated effective tax rate for the three months ended March 31, 2024 and 2023 was ( 0.74 %) and ( 0.26 %) , respectively. T he difference between the federal statutory tax rate of 21 % and the effective tax rate is primarily driven by the Company’s Up-C organizational structure and allocation of AST LLC results to noncontrolling interest holders and the valuation allowance recorded against the Company’s net deferred tax assets. The Company recorded a net deferred tax asset for the difference between the book value and tax basis of the Company’s investment in AST LLC at the time of the Business Combination. The Company has assessed the realizability of their deferred tax assets and in that analysis has considered the relevant positive and negative evidence available to determine whether it is more likely than not that some portion or all of the deferred tax assets will be realized. As a result, the Company has recorded a full valuation allowance against its deferred tax asset resulting from the Business Combination. As of March 31, 2024, there is no valuation allowance recorded against the foreign deferred tax assets as it is more likely than not that the foreign deferred tax assets will be fully realized. The foreign deferred tax assets are subject to foreign exchange risk, which could reduce the amount the Company may ultimately realize. The Company had no uncertain tax positions as of March 31, 2024 and December 31, 2023. In conjunction with the Business Combination, the Company also entered into the Tax Receivable Agreement (“TRA”) with AST LLC. Pursuant to the TRA, the Company is required to pay TRA holders (as defined in the TRA) (i) 85 % of the amount of savings, if any, in U.S. federal, state, local and foreign income tax that the Company actually realizes as a result of (A) existing tax basis of certain assets of AST LLC and its subsidiaries attributable to the AST LLC Common Units, (B) tax basis adjustments resulting from taxable exchanges of AST LLC Common Units acquired by the Company, (C) tax deductions in respect of portions of certain payments made under the TRA, and (D) certain tax attributes that are acquired directly or indirectly by the Company pursuant to a reorganization transaction. All such payments to the TRA holders (as defined in the TRA) are the obligations of the Company, and not those of AST LLC. As of March 31, 2024, there have been no TRA liabilities recorded. |
Net Loss per Share
Net Loss per Share | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Net Loss per Share | 11. 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 and per share data): For the Three Months ended 2024 2023 Numerator Net loss before allocation to noncontrolling interest $ ( 39,804 ) $ ( 45,216 ) Net loss attributable to noncontrolling interest ( 20,074 ) ( 28,898 ) Net loss attributable to common stockholders - basic and diluted $ ( 19,730 ) $ ( 16,318 ) Denominator Weighted-average shares of Class A Common Stock outstanding - basic and diluted 121,447,138 71,845,206 Net loss per share attributable to holders of Class A Common Stock - basic and diluted $ ( 0.16 ) $ ( 0.23 ) As of March 31, 2024, the Company excluded from the calculation of diluted earnings per share 39,747,447 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 1,020,125 unvested performance-based restricted stock units as their effect would have been to reduce the net loss per share. Therefore, the weighted- average number of shares of Class A Common Stock outstanding used to calculate both basic and diluted net loss per share of Class A Common Stock is the same. Shares of the Class B Common Stock and Class C Common Stock do not participate in the earnings or losses of the Company and are therefore not participating securities. As such, separate presentation of basic and diluted earnings per share of Class B Common Stock and Class C Common Stock under the two-class method has not been presented. |
Related Parties
Related Parties | 3 Months Ended |
Mar. 31, 2024 | |
Related Party Transactions [Abstract] | |
Related Parties | 12. 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 the Investment Agreement with Vodafone, among others. Pursuant to the Investment Agreement, Vodafone agreed to purchase the Company’s Convertible Notes for an aggregate principal amount of $ 25.0 million. In 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 “Antares Transactions”) resulting in the acquisition by Antares Technologies LLC (“Antares”) of 10,445,200 shares of the Company’s Class A Common Stock. As part of the Antares Transactions, Invesat exercised 319,033 AST Incentive Equity Options and 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. In addition, the Company received 10,245,200 AST LLC Common Units held by Invesat prior to the Antares Transaction. After giving effect to the Antares Transaction, the separate limited liability company existence of Invesat ceased. In connection with the Antares 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 seventy-five (75) days after the closings of the Antares 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 seventy-five (75)-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 | 3 Months Ended |
Mar. 31, 2024 | |
Subsequent Events [Abstract] | |
Subsequent Events | 13. Subsequent Events Subsequent events have been evaluated through the date of the issuance of the financial statements. As of such date, there were no subsequent events identified that required recognition or disclosure other than as described in the footnotes herein. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed 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 unaudited condensed consolidated financial statements include the accounts of the Company, AST LLC 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. In the opinion of management, these unaudited condensed consolidated financial statements contain all adjustments (consisting only of normal and recurring adjustments) necessary to fairly state the unaudited condensed consolidated financial statements. The financial statements of AST LLC and its subsidiaries have been prepared on a consolidated basis with the Company as the Company is the sole managing member of AST LLC and has full discretion to manage and control the business of AST LLC and to take all action it deems necessary to accomplish the purposes of AST LLC. The accompanying unaudited condensed consolidated financial statements and related notes should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto as of and for the year ended December 31, 2023, included in its Annual Report on Form 10-K filed with the SEC on April 1, 2024 (the “2023 Annual Report on Form 10-K”). The results of operations for the periods presented are not indicative of the results to be expected for the year ending December 31, 2024 or for any other interim period or other future year. |
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 unaudited condensed 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. The Company’s significant accounting policies are described in Note 2: Summary of Significant Accounting Policies of the 2023 Annual Report on Form 10-K, and there have been no significant changes in these significant accounting policies as compared to those described therein. |
Revenue Recognition | Revenue Recognition Revenue generated from sales of goods and services is recognized when a customer obtains control of promised goods or services in accordance with ASC 606, Revenue from Contracts with Customers (“ASC 606”). The Company recognizes revenue for services provided over time as the Company’s performance does not result in an asset with an alternative use and the Company is entitled to be compensated for performance completed to date. For performance obligations that do not meet the criteria for over time recognition, the Company recognizes revenue upon transfer of control of the performance obligation to the customer. The Company defers revenue in the event the performance obligations are not satisfied for which compensation has been received. Revenue associated with unsatisfied performance obligations are contract liabilities, and are recorded within accrued expenses and other current liabilities in the unaudited condensed consolidated balance sheets, and are recognized once performance obligations are satisfied. To date, the Company has not generated any revenues from its SpaceMobile Service or from the resale of gateway equipment and associated services to mobile network operators and other third parties. During the three months ended March 31, 2024, the Company recognized $ 0.5 million of revenue from performance obligations completed to date under an agreement with a prime contractor for a U.S. government contract. As of March 31, 2024, $ 0.8 million of contract liabilities were recorded for unsatisfied performance obligations related to resale of gateway equipment and associated services to the customers. |
Recently Adopted Accounting Pronouncements | Recently Adopted 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. A public entity should apply the amendments in this ASU retrospectively to all prior periods presented in the financial statements. The ASU was effective for the Company on January 1, 2024, and interim periods within fiscal years beginning January 1, 2025. The adoption of this ASU did not have a material impact on the Company’s unaudited condensed consolidated financial statements. Future Adoption of Recently Issued Accounting Pronouncement 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 (Tables)
Fair Value Measurement (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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 March 31, 2024 Level 1 Level 2 Level 3 Assets: Cash equivalents $ 198,891 $ - $ - Total assets measured at fair value $ 198,891 $ - $ - Liabilities: Public warrant liability $ 7,390 $ - $ - Private placement warrant liability - 4,356 - Total liabilities measured at fair value $ 7,390 $ 4,356 $ - 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 $ - |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment, net consisted of the following (in thousands): As of March 31, December 31, 2024 2023 Land $ 1,350 $ 1,350 Buildings 14,711 14,555 Leasehold improvements 9,088 9,111 Satellite in orbit 92,464 92,464 Lab, assembly, and integration equipment 40,371 31,957 Satellite antenna 7,209 7,188 Computer hardware and software 14,233 11,112 Other 1,325 1,230 Construction in progress Satellite materials, satellites under construction, and advance launch payments 142,996 125,428 Other 2,616 5,256 Total property and equipment, gross $ 326,363 $ 299,651 Accumulated depreciation and amortization ( 81,079 ) ( 61,173 ) Total property and equipment, net $ 245,284 $ 238,478 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Schedule Of Debt Instruments | Long-term debt consists of the following (in thousands): As of March 31, 2024 December 31, 2023 Convertible notes $ 110,000 $ - Senior secured credit facility (1) 52,023 52,023 Capital equipment loan 15,000 15,000 Term loan 4,696 4,758 Total debt $ 181,719 $ 71,781 Less: current portion of long-term debt ( 255 ) ( 252 ) Less: unamortized debt issuance costs (1) ( 20,637 ) ( 12,277 ) Long-term debt, net of issuance costs $ 160,827 $ 59,252 (1) Includes estimated exit fee of $ 3.5 million due at maturity. |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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 unaudited condensed consolidated statements of operations(in thousands): For the Three Months Ended 2024 2023 Engineering services $ 1,607 $ 1,392 General and administrative costs 3,326 1,082 Total $ 4,933 $ 2,474 |
Schedule of Stock Options Activities | The following table summarizes AST LLC’s option activity for the three months ended March 31, 2024: Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (years) Outstanding as of December 31, 2023 7,770,421 $ 1.11 5.76 Granted - - Exercised ( 319,033 ) 0.06 Cancelled or forfeited ( 17,644 ) 0.60 Outstanding as of March 31, 2024 7,433,744 $ 1.15 5.53 Options exercisable as of March 31, 2024 5,709,500 $ 1.00 5.37 Vested and expected to vest as of March 31, 2024 6,054,327 $ 1.30 5.43 |
Schedule of Unvested Option Activity | The following table summarizes the Company’s unvested option activity for the three months ended March 31, 2024: Number of Shares Weighted-Average Grant Date Fair Value Unvested as of December 31, 2023 1,809,555 $ 0.80 Granted - - Vested ( 81,685 ) 1.98 Forfeited ( 3,626 ) 0.60 Unvested as of March 31, 2024 1,724,244 $ 0.74 |
Schedule of Unvested Restricted Stock Units Activity | The following table summarizes the Company’s unvested restricted stock unit activity for the three months ended March 31, 2024: Number of Shares Weighted-Average Grant Date Fair Value Unvested as of December 31, 2023 2,879,418 $ 8.51 Granted 1,401,900 3.27 Vested ( 386,503 ) 8.53 Forfeited ( 90,000 ) 5.08 Unvested as of March 31, 2024 3,804,815 $ 6.66 |
Employee Stock Option | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Schedule of Stock Options Activities | The following table summarizes the Company’s option activity under the 2020 Plan for the three months ended March 31, 2024: Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (years) Outstanding as of December 31, 2023 3,313,080 $ 9.27 8.29 Granted 629,000 3.14 Exercised - - Cancelled or forfeited ( 124,475 ) 8.96 Outstanding as of March 31, 2024 3,817,605 $ 8.28 8.35 Options exercisable as of March 31, 2024 1,734,629 $ 9.62 7.73 Vested and expected to vest as of March 31, 2024 3,817,605 $ 8.28 8.35 |
Schedule of Unvested Option Activity | The following table summarizes the Company’s unvested option activity for the period ended March 31, 2024: Number of Shares Weighted-Average Grant Date Fair Value Unvested as of December 31, 2023 1,729,909 $ 3.96 Granted 629,000 1.64 Vested ( 230,076 ) 3.80 Forfeited ( 45,857 ) 3.74 Unvested as of March 31, 2024 2,082,976 $ 3.29 |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Earnings Per Share | The following table sets forth reconciliations of the numerators and denominators used to compute basic and diluted net loss per share of Class A Common Stock (in thousands, except share and per share data): For the Three Months ended 2024 2023 Numerator Net loss before allocation to noncontrolling interest $ ( 39,804 ) $ ( 45,216 ) Net loss attributable to noncontrolling interest ( 20,074 ) ( 28,898 ) Net loss attributable to common stockholders - basic and diluted $ ( 19,730 ) $ ( 16,318 ) Denominator Weighted-average shares of Class A Common Stock outstanding - basic and diluted 121,447,138 71,845,206 Net loss per share attributable to holders of Class A Common Stock - basic and diluted $ ( 0.16 ) $ ( 0.23 ) |
Organization and Nature of Op_2
Organization and Nature of Operations (Details Narrative) | 3 Months Ended |
Mar. 31, 2024 Patent | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Patent families | 36 |
Number of patents officially granted | 1,050 |
Patent pending claims | 3,350 |
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. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative)) $ in Millions | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Accounting Policies [Abstract] | |
Revenues | $ 0.5 |
Contract liabilities | $ 0.8 |
Fair Value Measurement - Schedu
Fair Value Measurement - Schedule of Assets Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | $ 198,891 | $ 69,661 |
Total assets measured at fair value | 198,891 | 69,661 |
Liabilities fair value disclosure | 7,390 | 18,707 |
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 | 7,390 | 18,707 |
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities fair value disclosure | 4,356 | 11,253 |
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 | $ 4,356 | $ 11,253 |
Fair Value Measurement (Details
Fair Value Measurement (Details Narrative) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 USD ($) | Dec. 31, 2023 USD ($) | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Cash and cash equivalents | $ 212.4 | $ 88.1 |
Cash equivalents short-term investments | 198.9 | 69.7 |
Restricted cash | $ 2.5 | $ 2.5 |
Warrants and Rights Outstanding, Term | 2 years 7 days | 2 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 | 1.03 | 0.804 |
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 March 31, 2024, the risk-free rate assumption was based on the two- and three-year U.S. Treasury rates as the estimated time to expire was 2.02 years (compared to an estimated time to expire of 2.26 years as of December 31, 2023). 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 | Mar. 31, 2024 | Dec. 31, 2023 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | $ 326,363 | $ 299,651 |
Accumulated depreciation and amortization | (81,079) | (61,173) |
Total property and equipment, net | 245,284 | 238,478 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 1,350 | 1,350 |
Building [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 14,711 | 14,555 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 9,088 | 9,111 |
Satellites in Orbit [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 92,464 | 92,464 |
Lab, Assembly and Integration Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 40,371 | 31,957 |
Satellite Antenna [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 7,209 | 7,188 |
Computer Hardware and Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 14,233 | 11,112 |
Satellite Materials, Satellites Under Construction, and Advance Launch Payments [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Construction in progress | 142,996 | 125,428 |
Other [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 1,325 | 1,230 |
Construction in progress | $ 2,616 | $ 5,256 |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation | $ 19.9 | $ 1.7 |
Long-Term Debt (Details Narrati
Long-Term Debt (Details Narrative) $ / shares in Units, $ in Thousands | 3 Months Ended | ||||
Jan. 16, 2025 USD ($) Days $ / shares shares | Jan. 16, 2024 USD ($) $ / shares shares | Mar. 31, 2024 USD ($) | Mar. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) | |
Debt Instrument [Line Items] | |||||
Aggregate fair value of debt | $ 166,600 | $ 68,700 | |||
Interest expense | 4,400 | ||||
Amortization of debt issuance costs | $ 900 | $ 0 | |||
Debt covenants | As of March 31, 2024, the Company was in compliance with all debt covenants requirements. | ||||
Accrued Expenses and Other Current Liabilities [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt issuance costs | $ 4,100 | ||||
Atlas Credit Agreement [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt issuance costs | $ 9,300 | ||||
Convertible Security Investment Agreement [Member] | |||||
Debt Instrument [Line Items] | |||||
Principal amount | $ 110,000 | ||||
Debt instrument interest rate | 5.50% | ||||
Description of frequency periodic payment | The Convertible 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. | ||||
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 Convertible Notes arising from specified events of bankruptcy or insolvency of the Company, 100% of the principal of, and accrued and unpaid interest on, the Convertible Notes will automatically become due and payable. If any other event of default with respect to the Convertible 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 Convertible Notes) may declare the principal amount of the Convertible Notes to be immediately due and payable. | ||||
Convertible Security Investment Agreement [Member] | Forecast [Member] | |||||
Debt Instrument [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 | ||||
Minimum [Member] | Convertible Security Investment Agreement [Member] | |||||
Debt Instrument [Line Items] | |||||
Percentage of aggregate principal amount | 60% | ||||
Maximum [Member] | |||||
Debt Instrument [Line Items] | |||||
Interest expense | $ 100 | ||||
Maximum [Member] | Convertible Security Investment Agreement [Member] | |||||
Debt Instrument [Line Items] | |||||
Percentage of aggregate principal amount | 100% |
Long-Term Debt - Schedule Of De
Long-Term Debt - Schedule Of Debt Instruments (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |||
Convertible notes | $ 110,000 | $ 0 | |
Senior secured credit facility | [1] | 52,023 | 52,023 |
Capital equipment loan | 15,000 | 15,000 | |
Term Loan | 4,696 | 4,758 | |
Total principal | 181,719 | 71,781 | |
Less: current portion of long-term debt | (255) | (252) | |
Less: unamortized debt issuance costs | [1] | (20,637) | (12,277) |
Long-term debt, net of issuance costs | $ 160,827 | $ 59,252 | |
[1] Includes estimated exit fee of $ 3.5 million due at maturity. |
Long-Term Debt - Schedule Of _2
Long-Term Debt - Schedule Of Debt Instruments (Parenthetical) (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Debt Disclosure [Abstract] | |
Exit fee | $ 3.5 |
Warrant Liabilities (Details Na
Warrant Liabilities (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Warrants and Rights Outstanding, Term | 2 years 7 days | 2 years 3 months 3 days | |
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 | $ 11,746,000 | $ 29,960,000 | |
Fair Value Adjustment of Warrants | $ 18,200,000 | $ 7,500,000 | |
Common Class A [Member] | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Sale of Stock, Price Per Share | $ 18 | ||
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 | ||
Shares, Issued | 0 | 0 | |
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 | $ 6,050,000 | ||
Shares, Issued | 0 | 0 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) $ in Millions | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Loss Contingencies [Line Items] | |
Long Term Contractual Commitment Amount | $ 94.6 |
Stockholders_ Equity (Details N
Stockholders’ Equity (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |||||
Jan. 29, 2024 | Jan. 23, 2024 | Sep. 08, 2022 | May 06, 2022 | Mar. 31, 2024 | Dec. 31, 2023 | |
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 | 138,153,310 | 90,161,309 | ||||
Common Stock, Shares Authorized | 800,000,000 | 800,000,000 | ||||
Common stock, per share | $ 0.0001 | $ 0.0001 | ||||
Class A common stock issued | 138,153,310 | 90,161,309 | ||||
Common stock value | $ 14 | $ 9 | ||||
Shares redeemed | 10,294,310 | |||||
Common Class B [Member] | ||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||
Common Stock, Shares, Outstanding | 39,747,447 | 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 | 39,747,447 | 50,041,757 | ||||
Common stock value | $ 4 | $ 5 | ||||
Common stock shares cancelled | 10,294,310 | |||||
Common Class C [Member] | ||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||
Common Stock, Shares, Outstanding | 78,163,078 | 78,163,078 | ||||
Percentage of total voting power of outstanding stock | 88.30% | |||||
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 | ||||
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] | ||||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 46% | 58.70% | ||||
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] | ||||||
Class A common stock issued | 0 | 4,225,000 | ||||
Common stock value | $ 27,200 | |||||
Aggregate sale price | $ 150,000 | |||||
Percentage of commission on gross sales price | 3% | |||||
January 2024 Common Stock Offering | ||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||
Common stock value | $ 14,100 | $ 93,600 | ||||
Transaction Costs | 400 | |||||
Underwriting commissions | $ 900 | $ 6,000 | ||||
January 2024 Common Stock Offering | Common Class A [Member] | ||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||
Class A common stock issued | 32,258,064 | |||||
Maximum [Member] | Over Allotment Option [Member] | ||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||
Purchase of additional shares | 4,838,709 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total | $ 4,933 | $ 2,474 |
Engineering Services [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total | 1,607 | 1,392 |
General and Administrative Costs [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total | $ 3,326 | $ 1,082 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details Narrative) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number | 7,433,744 | 7,770,421 | |
Options, Granted | 0 | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 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. | ||
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 | $ 16.7 | ||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition | 2 years 1 month 20 days | ||
Options, Granted | 1,401,900 | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 3.27 | ||
Employee Stock Option | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number | 3,817,605 | 3,313,080 | |
Share-Based Payment Arrangement, Nonvested Award, Option, Cost Not yet Recognized, Amount | $ 6.7 | ||
Options, Granted | 629,000 | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 1.64 | $ 0 | |
Two Thousand Nineteen Equity Incentive Plan [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period | 5 years | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Rights, Percentage | 20% | ||
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 | 7,433,744 | ||
Share-Based Payment Arrangement, Nonvested Award, Option, Cost Not yet Recognized, Amount | $ 0.9 | ||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition | 1 year 3 months 18 days | ||
Two Thousand Twenty Equity Incentive Plan [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period | 4 years | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Rights, Percentage | 25% | ||
Options, Granted | 10,800,000 | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Period | 10 years | ||
Two Thousand Twenty Equity Incentive Plan [Member] | Restricted Stock Units (RSUs) [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number | 3,804,815 | ||
Two Thousand Twenty Equity Incentive Plan [Member] | Employee Stock Option | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number | 3,817,605 | ||
Employee Stock Purchase Plan [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition | 2 years 6 months 21 days | ||
Options, Granted | 2,000,000 |
Stock-Based Compensation - Sc_2
Stock-Based Compensation - Schedule of Stock Options Activities (Details) - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Options, Outstanding beginning balance | 7,770,421 | |
Options, Granted | 0 | |
Options, Exercised | (319,033) | |
Options, Cancelled or forfeited | (17,644) | |
Options, Outstanding ending balance | 7,433,744 | 7,770,421 |
Options, Exercisable | 5,709,500 | |
Options, Vested and expected to vest | 6,054,327 | |
Weighted Average Exercise Price, Outstanding beginning balance | $ 1.11 | |
Weighted Average Exercise Price, Granted | 0 | |
Weighted Average Exercise Price, Excercised | 0.06 | |
Weighted Average Exercise Price, Cancelled or forfeited | 0.6 | |
Weighted Average Exercise Price, Outstanding ending balance | 1.15 | $ 1.11 |
Weighted Average Exercise Price, Exercisable | 1 | |
Weighted Average Exercise Price, Vested and expected to vest | $ 1.3 | |
Weighted Average Remaining Contractual Term | 5 years 6 months 10 days | 5 years 9 months 3 days |
Weighted Average Remaining Contractual Term, Exercisable | 5 years 4 months 13 days | |
Weighted Average Remaining Contractual Term, Vested and expected to vest | 5 years 5 months 4 days | |
Employee Stock Option | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Options, Outstanding beginning balance | 3,313,080 | |
Options, Granted | 629,000 | |
Options, Exercised | 0 | |
Options, Cancelled or forfeited | (124,475) | |
Options, Outstanding ending balance | 3,817,605 | 3,313,080 |
Options, Exercisable | 1,734,629 | |
Options, Vested and expected to vest | 3,817,605 | |
Weighted Average Exercise Price, Outstanding beginning balance | $ 9.27 | |
Weighted Average Exercise Price, Granted | 3.14 | |
Weighted Average Exercise Price, Excercised | 0 | |
Weighted Average Exercise Price, Cancelled or forfeited | 8.96 | |
Weighted Average Exercise Price, Outstanding ending balance | 8.28 | $ 9.27 |
Weighted Average Exercise Price, Exercisable | 9.62 | |
Weighted Average Exercise Price, Vested and expected to vest | $ 8.28 | |
Weighted Average Remaining Contractual Term | 8 years 4 months 6 days | 8 years 3 months 14 days |
Weighted Average Remaining Contractual Term, Exercisable | 7 years 8 months 23 days | |
Weighted Average Remaining Contractual Term, Vested and expected to vest | 8 years 4 months 6 days | |
Two Thousand Twenty Equity Incentive Plan [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Options, Granted | 10,800,000 | |
Two Thousand Twenty Equity Incentive Plan [Member] | Employee Stock Option | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Options, Outstanding ending balance | 3,817,605 |
Stock-Based Compensation - Sc_3
Stock-Based Compensation - Schedule of Unvested Option Activity (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of Shares, Unvested beginning Balance | 1,809,555 | |
Number of Shares, Granted | 0 | |
Number of Shares, Vested | (81,685) | |
Number of Shares, Forfeited | (3,626) | |
Number of Shares, Unvested Ending Balance | 1,724,244 | |
Weighted-Average Grant Date Fair Value, Unvested beginning Balance | $ 0.8 | |
Weighted-Average Grant Date Fair Value, Granted | 0 | $ 0 |
Weighted-Average Grant Date Fair Value, Vested | 1.98 | |
Weighted-Average Grant Date Fair Value, Forfeited | 0.6 | |
Weighted-Average Grant Date Fair Value, Unvested Ending Balance | $ 0.74 | |
Employee Stock Option | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of Shares, Unvested beginning Balance | 1,729,909 | |
Number of Shares, Granted | 629,000 | |
Number of Shares, Vested | (230,076) | |
Number of Shares, Forfeited | (45,857) | |
Number of Shares, Unvested Ending Balance | 2,082,976 | |
Weighted-Average Grant Date Fair Value, Unvested beginning Balance | $ 3.96 | |
Weighted-Average Grant Date Fair Value, Granted | 1.64 | $ 0 |
Weighted-Average Grant Date Fair Value, Vested | 3.8 | |
Weighted-Average Grant Date Fair Value, Forfeited | 3.74 | |
Weighted-Average Grant Date Fair Value, Unvested Ending Balance | $ 3.29 |
Stock-Based Compensation - Sc_4
Stock-Based Compensation - Schedule of Unvested Restricted Stock Units Activity (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of Shares, Unvested beginning Balance | 1,809,555 | |
Number of Shares, Granted | 0 | |
Number of Shares, Vested | (81,685) | |
Number of Shares, Forfeited | (3,626) | |
Number of Shares, Unvested Ending Balance | 1,724,244 | |
Weighted-Average Grant Date Fair Value, Unvested beginning Balance | $ 0.8 | |
Weighted-Average Grant Date Fair Value, Granted | 0 | $ 0 |
Weighted-Average Grant Date Fair Value, Vested | 1.98 | |
Weighted-Average Grant Date Fair Value, Forfeited | 0.6 | |
Weighted-Average Grant Date Fair Value, Unvested Ending Balance | $ 0.74 | |
Restricted Stock Units (RSUs) [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of Shares, Unvested beginning Balance | 2,879,418 | |
Number of Shares, Granted | 1,401,900 | |
Number of Shares, Vested | (386,503) | |
Number of Shares, Forfeited | (90,000) | |
Number of Shares, Unvested Ending Balance | 3,804,815 | |
Weighted-Average Grant Date Fair Value, Unvested beginning Balance | $ 8.51 | |
Weighted-Average Grant Date Fair Value, Granted | 3.27 | |
Weighted-Average Grant Date Fair Value, Vested | 8.53 | |
Weighted-Average Grant Date Fair Value, Forfeited | 5.08 | |
Weighted-Average Grant Date Fair Value, Unvested Ending Balance | $ 6.66 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |||
Effective income tax rate reconciliation, tax credit, percent | (0.74%) | (0.26%) | |
Effective income tax rate reconciliation, at federal statutory income tax rate, percent | 21% | ||
Uncertain tax positions | $ 0 | $ 0 | |
Percentage of savings required to be paid to seller | 85% |
Net Loss per Share - Schedule o
Net Loss per Share - Schedule of Basic and Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2022 | |
Numerator | |||
Net loss before allocation to noncontrolling interest | $ (39,804) | $ (45,216) | |
Net loss attributable to noncontrolling interest | (20,074) | (28,898) | |
Net loss attributable to common stockholders - basic | (19,730) | (16,318) | |
Net income (loss) attributable to common shareholder - diluted | $ (19,730) | $ (16,318) | |
Common Class A [Member] | |||
Weighted Average Number of Shares Outstanding, Diluted [Abstract] | |||
Weighted-average number of Class A Common Stock outstanding - basic | 121,447,138 | 71,845,206 | 121,447,138 |
Weighted-average number of Class A Common Stock outstanding - diluted | 121,447,138 | 71,845,206 | |
Net loss per share attributable to holders of Class A Common Stock - basic | $ (0.16) | $ (0.23) | |
Net loss per share attributable to holders of Class A Common Stock - diluted | $ (0.16) | $ (0.23) |
Net Loss per Share (Details Nar
Net Loss per Share (Details Narrative) | 3 Months Ended |
Mar. 31, 2024 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 | 39,747,447 |
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 | 1,020,125 |
Related Parties (Details Narrat
Related Parties (Details Narrative) - USD ($) | 3 Months Ended | ||||
Mar. 04, 2024 | Jan. 16, 2024 | Feb. 04, 2020 | Mar. 31, 2024 | Mar. 31, 2023 | |
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | |||||
Annual maintenance fee payable | $ 500,000 | ||||
Operating Expenses | $ 56,000,000 | $ 44,454,000 | |||
Convertible Security Investment Agreement [Member] | |||||
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | |||||
Aggregate principal amount | $ 25,000,000 | ||||
Initial revenue commitment | $ 25,000,000 | ||||
Debt Instrument, Interest Rate, Stated Percentage | 5.50% | ||||
Debt Instrument, frequency of periodic payment | The Convertible 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. | ||||
Debt Instrument, Term | 10 years | ||||
Antares Technologies [Member] | Class B Common Stock [Member] | |||||
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | |||||
Number Share issued upon conversion | 9,932,541 | ||||
Number of shares exercised | 319,033 | ||||
Antares Technologies [Member] | Common Class A [Member] | |||||
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | |||||
Number Share issued upon conversion | 10,445,200 | ||||
Invesat LLC [Member] | |||||
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | |||||
Common stock held | $ 10,245,200 | ||||
Invesat LLC [Member] | Class A Common Stock [Member] | |||||
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | |||||
Number Share issued upon conversion | 200,000 | ||||
Rakuten Agreement [Member] | |||||
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | |||||
Capital investment | $ 5,000,000 | ||||
Operating Expenses | $ 10,000,000 |