Document And Entity Information
Document And Entity Information | 6 Months Ended |
Jun. 30, 2021 | |
Document Information Line Items | |
Entity Registrant Name | MOMENTUS INC. |
Document Type | S-1 |
Amendment Flag | false |
Entity Central Index Key | 0001781162 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Incorporation, State or Country Code | DE |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets: | |||
Cash and cash equivalents | $ 31,152,364 | $ 23,004,546 | $ 13,002,056 |
Restricted cash, current | 1,400,000 | 100,000 | |
Receivables | 166,932 | ||
Prepaids and other current assets | 5,741,542 | 4,508,284 | 2,225,214 |
Total current assets | 38,293,906 | 27,612,830 | 15,394,202 |
Property, machinery and equipment, net | 4,787,679 | 2,321,100 | 1,787,082 |
Intangible assets, net | 321,595 | 305,482 | 217,911 |
Operating right of use asset | 8,156,424 | 316,040 | |
Deferred offering costs | 6,202,630 | 2,610,024 | |
Restricted cash, non-current | 415,759 | 415,000 | |
Other non-current assets | 2,265,000 | 2,740,000 | 1,979,550 |
Total non-current assets | 3,984,543 | ||
Total assets | 60,442,993 | 36,320,476 | 19,378,745 |
LIABILITIES AND STOCKHOLDERS’ DEFICIT | |||
Accounts payable | 3,143,818 | 1,862,667 | 695,610 |
Accrued expenses | 5,285,664 | 3,063,880 | 711,464 |
Loan payable, current | 15,534,593 | ||
Contract liabilities, current | 1,464,200 | 1,913,734 | |
Operating lease liability, current | 1,009,827 | 254,197 | |
Share repurchase liability, current | 22,000,001 | ||
Other current liabilities | 2,279,115 | 219,980 | 8,963 |
Total current liabilities | 50,717,218 | 7,314,458 | 1,416,037 |
Contract liabilities, non-current | 1,610,740 | 711,090 | 709,300 |
Warrant liability | 6,316,678 | 3,206,185 | |
SAFE notes | 162,925,780 | 314,439,663 | 2,500,000 |
Operating lease liability, non-current | 7,767,283 | 71,961 | |
Other non-current liabilities | 5,431,665 | 48,626 | 56,422 |
Non-current liabilities: | |||
Total liabilities | 234,769,364 | 325,791,983 | 4,681,759 |
Preferred stock | |||
Series Seed preferred stock | 28 | 42 | 42 |
Series Seed-1 preferred stock | 3 | 3 | 3 |
Series Seed-2 preferred stock | 5 | 5 | 5 |
Series A preferred stock | 62 | 62 | 62 |
Series A-1 preferred stock | 32 | 32 | 32 |
FF Preferred common stock | 20 | 20 | |
Common stock | 19 | 86 | 95 |
Additional paid-in capital | 48,013,423 | 39,866,244 | 37,003,971 |
Treasury Stock | (21,999,900) | ||
Accumulated deficit | (200,340,043) | (329,338,001) | (22,307,244) |
Total stockholders’ deficit | (174,326,371) | (289,471,507) | 14,696,986 |
Total liabilities and stockholders’ deficit | 60,442,993 | 36,320,476 | 19,378,745 |
Stable Road Acquisition Corp [Member] | |||
Current assets: | |||
Cash | 9,296 | 214,811 | 1,093,184 |
Prepaids and other current assets | 43,922 | 81,850 | 268,616 |
Prepaid income taxes | 328,538 | 328,538 | |
Total current assets | 381,756 | 625,199 | 1,361,800 |
Cash and marketable securities (investments) held in Trust Account | 172,749,491 | 173,107,749 | 172,846,011 |
Total assets | 173,131,247 | 173,732,948 | 174,207,811 |
Current liabilities | |||
Accounts payable and accrued expenses | 9,180,583 | 2,485,896 | |
Promissory note – third party | 321,500 | ||
Promissory note – related party | 321,500 | ||
LIABILITIES AND STOCKHOLDERS’ DEFICIT | |||
Accrued expenses | 2,485,896 | 147,742 | |
Income taxes payable | 47,567 | ||
Total current liabilities | 8,823,583 | 2,485,896 | 195,309 |
Deferred underwriting fee payable | 6,900,000 | 6,900,000 | 6,900,000 |
Warrant liabilities | 37,453,975 | 48,077,888 | 7,857,175 |
Non-current liabilities: | |||
Total liabilities | 54,177,558 | 57,463,784 | 14,952,484 |
Commitments and Contingencies | |||
Class A common stock subject to possible redemption, value | 113,953,680 | 111,269,160 | 154,255,320 |
Preferred stock | |||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | |||
Class A common stock, value | 638 | 666 | 236 |
Class B common stock, value | 431 | 431 | 431 |
Additional paid-in capital | 42,535,328 | 45,416,946 | |
Accumulated deficit | (37,536,388) | (40,418,039) | 4,999,340 |
Total stockholders’ deficit | 5,000,009 | 5,000,004 | 5,000,007 |
Total liabilities and stockholders’ deficit | $ 173,131,247 | $ 173,732,948 | $ 174,207,811 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parentheticals) - Stable Road Acquisition Corp [Member] - $ / shares | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Preferred stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | |||
Preferred stock, shares outstanding | |||
Class A common stock | |||
Subject to possible redemption, shares | 11,395,368 | 11,126,916 | 15,425,532 |
Subject to possible redemption, per share (in Dollars per share) | $ 10 | $ 10 | $ 10 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 |
Common stock, shares issued | 6,379,970 | 6,668,084 | 2,369,468 |
Common stock, shares outstanding | 6,379,970 | 6,668,084 | 2,369,468 |
Class B common stock | |||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 |
Common stock, shares issued | 4,312,500 | 4,312,500 | 4,312,500 |
Common stock, shares outstanding | 4,312,500 | 4,312,500 | 4,312,500 |
Condensed Statements of Operati
Condensed Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | 7 Months Ended | 12 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
Service revenue | $ 130,000 | $ 365,000 | |||||
Cost of revenue | 48,400 | 367,622 | |||||
Gross margin (loss) | 81,600 | (2,622) | |||||
Operating expenses: | |||||||
Research and development expenses | 20,794,056 | 3,963,236 | 30,700,331 | 8,380,801 | 22,718,272 | 9,837,323 | |
Selling, general and administrative expenses | 9,739,855 | 1,567,514 | 23,744,364 | 3,422,030 | 11,945,124 | 5,303,275 | |
Total operating expenses | 30,533,911 | 5,530,750 | 54,444,695 | 11,802,831 | 34,663,396 | 15,140,598 | |
Loss from operations | (30,533,911) | (5,530,750) | (54,363,095) | (11,802,831) | (34,666,018) | (15,140,598) | |
Other income (expense): | |||||||
Decrease (increase) in fair value of SAFE notes | 100,802,979 | (3,586,605) | 182,366,571 | (3,587,989) | (267,289,663) | ||
Decrease (increase) in fair value of warrants | 4,454,324 | 5,078 | 12,537,046 | 6,687 | (3,176,770) | ||
Realized loss on disposal of asset | (482,204) | ||||||
Interest income | 983 | 2,878 | 1,988 | 6,156 | 7,395 | 12,715 | |
Interest expense | (3,389,040) | (62,515) | (4,357,133) | (78,413) | (469,722) | (568,479) | |
SEC settlement | (7,000,000) | (7,000,000) | |||||
Other income (expense) | (7,381) | 20,491 | (186,619) | 50,322 | (949,363) | (57,265) | |
Total other income (expense) | 94,861,865 | (3,620,673) | 183,361,853 | (3,603,237) | (272,360,327) | (613,029) | |
Income (loss) before income taxes | 64,327,954 | (9,151,423) | 128,998,758 | (15,406,068) | (307,026,345) | (15,753,627) | |
Income tax provision | 800 | 800 | 800 | 800 | (800) | (800) | |
Net income (loss) | $ 64,327,154 | $ (9,152,223) | $ 128,997,958 | $ (15,406,868) | $ (15,754,428) | $ (307,027,145) | $ (15,754,427) |
Net loss per share, basic and diluted (in Dollars per share) | $ (3.45) | $ (0.16) | |||||
Weighted average shares outstanding, basic and diluted (in Shares) | 89,005,554 | 95,493,658 | |||||
Net income (loss) per share, basic (in Dollars per share) | $ 0.89 | $ (0.11) | $ 1.60 | $ (0.17) | |||
Net inome (loss) per share, diluted (in Dollars per share) | $ (0.15) | $ (0.11) | $ (0.23) | $ (0.17) | |||
Weighted average shares outstanding, basic (in Shares) | 71,901,904 | 86,222,804 | 80,593,815 | 90,717,435 | |||
Weighted average shares outstanding, diluted (in Shares) | 276,694,495 | 86,222,804 | 285,583,810 | 90,717,435 | |||
Stable Road Acquisition Corp [Member] | |||||||
Operating expenses: | |||||||
Selling, general and administrative expenses | $ 3,793,296 | $ 315,695 | $ 6,765,619 | $ 552,574 | 1,093,774 | $ 3,720,975 | |
Loss from operations | (3,793,296) | (315,695) | (6,765,619) | (552,574) | (1,093,774) | (3,720,975) | |
Other income (expense): | |||||||
Change in fair value of warrant liabilities | 1,904,150 | 1,185,700 | 10,623,913 | 2,135,400 | 6,139,150 | (40,220,713) | |
Interest income | 4,311 | 355,824 | 23,357 | 1,025,613 | 346,011 | 1,134,391 | |
SEC settlement | (1,000,000) | (1,000,000) | |||||
Total other income (expense) | 908,461 | 1,541,524 | 9,647,270 | 3,161,013 | |||
(Loss) Income before provision for income taxes | (1,884,835) | 1,225,829 | 3,881,651 | 2,608,439 | 5,391,387 | (42,807,297) | |
Income tax provision | (3,757) | (177,196) | (47,567) | (178,866) | |||
Net income (loss) | $ (2,884,835) | $ 1,222,072 | $ 2,881,651 | $ 2,431,243 | $ 5,343,820 | $ (42,986,163) | |
Weighted average shares outstanding of Class A redeemable common stock (in Shares) | 17,240,709 | 17,250,000 | 17,245,329 | 17,250,000 | |||
Net loss per share, basic and diluted (in Dollars per share) | $ 0.01 | $ 0.04 | |||||
Weighted average shares outstanding, basic and diluted (in Shares) | 17,240,709 | 17,250,000 | 17,245,329 | 17,250,000 | |||
Net income (loss) per share, basic (in Dollars per share) | $ 5,164,878 | $ (43,741,638) | |||||
Class A Common Stock | Stable Road Acquisition Corp [Member] | |||||||
Other income (expense): | |||||||
Net loss per share, basic and diluted (in Dollars per share) | $ 0 | $ 0.02 | $ 0 | $ 0.04 | |||
Weighted average shares outstanding of Class A and Class B non-redeemable common stock (in Shares) | 4,857,500 | 4,857,500 | 4,857,500 | 4,857,500 | |||
Class A and Class B | Stable Road Acquisition Corp [Member] | |||||||
Other income (expense): | |||||||
Net income (loss) per share, basic (in Dollars per share) | $ (0.59) | $ 0.19 | $ 0.59 | $ 0.35 | |||
Weighted average shares outstanding of Class A and Class B non-redeemable common stock (in Shares) | 5,005,558 | 4,857,500 | 7,105,104 | 4,857,500 | |||
Net inome (loss) per share, diluted (in Dollars per share) | $ (0.59) | $ 0.19 | $ (1.09) | $ 0.35 | |||
Class A Common Stock | Stable Road Acquisition Corp [Member] | |||||||
Other income (expense): | |||||||
Weighted average shares outstanding of Class A redeemable common stock (in Shares) | 4,041,761 | 17,250,000 | |||||
Basic and diluted net income per share, Class A redeemable common stock (in Dollars per share) | $ 1.28 | $ 0.04 | |||||
Class B Common Stock | Stable Road Acquisition Corp [Member] | |||||||
Other income (expense): | |||||||
Weighted average shares outstanding of Class A and Class B non-redeemable common stock (in Shares) | 4,456,075 | 4,857,500 | |||||
Net income (loss) per share, basic (in Dollars per share) | $ 1.16 | $ (9) | |||||
Weighted average shares outstanding of Class A and Class B non-redeemable common stock (in Shares) | 4,168,777 | 4,857,500 | |||||
Net inome (loss) per share, diluted (in Dollars per share) | $ 1.24 | $ (9) |
Condensed Statements of Stockho
Condensed Statements of Stockholders' Equity (Deficit) (Unaudited) - USD ($) | Class ACommon stockStable Road Acquisition Corp | Class ACommon stock | Class BCommon stockStable Road Acquisition Corp | Class BCommon stock | Preferred stock | FF Preferred | Treasury Stock | Additional Paid-in CapitalStable Road Acquisition Corp | Additional Paid-in Capital | Accumulated deficitStable Road Acquisition Corp | Accumulated deficit | Stable Road Acquisition Corp | Total | |
Balance at Dec. 31, 2018 | $ 15 | $ 80 | $ 50 | $ 20 | $ 10,857,541 | $ (6,552,816) | $ 4,304,890 | |||||||
Balance (in Shares) at Dec. 31, 2018 | 15,493,658 | 80,000,000 | 50,612,781 | 20,000,000 | ||||||||||
Issuance of Series A preferred stock, net of offering costs | $ 62 | 17,942,217 | 17,942,279 | |||||||||||
Issuance of Series A preferred stock, net of offering costs (in Shares) | 61,962,132 | |||||||||||||
Conversion of SAFE notes to Series A-1 preferred stock | $ 32 | 7,506,728 | 7,506,760 | |||||||||||
Conversion of SAFE notes to Series A-1 preferred stock (in Shares) | 32,301,028 | |||||||||||||
Beneficial conversion feature relating to conversion of SAFE | 568,497 | 568,497 | ||||||||||||
Stock-based compensation – Stock options and RSAs | 85,689 | 85,689 | ||||||||||||
Stock-based compensation – Fair value of warrant issued | 43,299 | 43,299 | ||||||||||||
Net income(loss) | (15,754,428) | (15,754,428) | ||||||||||||
Balance at Dec. 30, 2019 | $ 15 | $ 80 | $ 144 | $ 20 | 37,003,971 | (22,307,244) | 14,696,986 | |||||||
Balance (in Shares) at Dec. 30, 2019 | 15,493,658 | 80,000,000 | 144,875,941 | 20,000,000 | ||||||||||
Balance at May. 27, 2019 | ||||||||||||||
Balance (in Shares) at May. 27, 2019 | ||||||||||||||
Issuance of Class B common stock to Sponsor | [1] | $ 431 | 24,569 | 25,000 | ||||||||||
Issuance of Class B common stock to Sponsor (in Shares) | [1] | 4,312,500 | ||||||||||||
Sale of 17,250,000 shares of Class A common stock in Initial Public Offering, net of underwriting discount and offering costs | $ 1,725 | 148,888,387 | 148,890,112 | |||||||||||
Sale of 17,250,000 shares of Class A common stock in Initial Public Offering, net of underwriting discount and offering costs (in Shares) | 17,250,000 | |||||||||||||
Sale of 545,000 shares of Class A common stock in private placement | $ 54 | 4,996,341 | 4,996,395 | |||||||||||
Sale of 545,000 shares of Class A common stock in private placement (in Shares) | 545,000 | |||||||||||||
Common stock subject to redemption | $ (1,543) | (153,909,297) | (344,480) | (154,255,320) | ||||||||||
Common stock subject to redemption (in Shares) | (15,425,532) | |||||||||||||
Net income(loss) | 5,343,820 | 5,344,820 | ||||||||||||
Balance at Dec. 31, 2019 | $ 236 | $ 15 | $ 431 | $ 80 | $ 144 | $ 20 | 37,003,971 | 4,999,340 | (22,307,244) | 5,000,007 | 14,696,986 | |||
Balance (in Shares) at Dec. 31, 2019 | 2,369,468 | 15,493,658 | 4,312,500 | 80,000,000 | 144,875,941 | 20,000,000 | ||||||||
Change in value of Class A common stock subject to possible redemption | $ (11) | (1,209,159) | (1,209,170) | |||||||||||
Change in value of Class A common stock subject to possible redemption (in Shares) | (120,917) | |||||||||||||
Net income(loss) | 1,209,171 | 1,209,171 | ||||||||||||
Balance at Mar. 31, 2020 | $ 225 | $ 16 | $ 431 | $ 70 | $ 144 | $ 20 | 37,112,710 | 4,999,352 | (28,565,501) | 5,000,008 | 8,547,459 | |||
Balance (in Shares) at Mar. 31, 2020 | 2,248,551 | 16,212,408 | 4,312,500 | 70,000,000 | 144,875,941 | 20,000,000 | ||||||||
Balance at Dec. 31, 2019 | $ 236 | $ 15 | $ 431 | $ 80 | $ 144 | $ 20 | 37,003,971 | 4,999,340 | (22,307,244) | 5,000,007 | 14,696,986 | |||
Balance (in Shares) at Dec. 31, 2019 | 2,369,468 | 15,493,658 | 4,312,500 | 80,000,000 | 144,875,941 | 20,000,000 | ||||||||
Stock option exercises | 12,281 | 12,282 | ||||||||||||
Stock option exercises (in Shares) | 791,525 | |||||||||||||
Stock-based compensation – Stock options and RSAs | 268,676 | 268,676 | ||||||||||||
Stock contribution from co-founder (Note 13) | 10 | |||||||||||||
Stock contribution from co-founder (Note 13) (in Shares) | (10,000,000) | |||||||||||||
ASC 842 lease accounting adoption | (3,612) | (3,612) | ||||||||||||
Net income(loss) | (15,406,868) | (15,406,868) | ||||||||||||
Balance at Jun. 30, 2020 | $ 212 | $ 16 | $ 431 | $ 70 | $ 144 | $ 20 | 37,284,938 | 4,999,367 | (37,717,724) | 5,000,010 | (432,536) | |||
Balance (in Shares) at Jun. 30, 2020 | 2,126,344 | 16,285,183 | 4,312,500 | 70,000,000 | 144,875,941 | 20,000,000 | ||||||||
Balance at Dec. 31, 2019 | $ 236 | $ 15 | $ 431 | $ 80 | $ 144 | $ 20 | 37,003,971 | 4,999,340 | (22,307,244) | 5,000,007 | 14,696,986 | |||
Balance (in Shares) at Dec. 31, 2019 | 2,369,468 | 15,493,658 | 4,312,500 | 80,000,000 | 144,875,941 | 20,000,000 | ||||||||
Stock option exercises | $ 3 | 91,100 | 91,103 | |||||||||||
Stock option exercises (in Shares) | 2,904,347 | |||||||||||||
Stock-based compensation – Stock options and RSAs | 2,771,163 | 2,771,163 | ||||||||||||
Stock contribution from co-founder (Note 13) | $ (10) | 10 | ||||||||||||
Stock contribution from co-founder (Note 13) (in Shares) | (10,000,000) | |||||||||||||
ASC 842 lease accounting adoption | (3,612) | (3,612) | ||||||||||||
Common stock subject to redemption | $ 430 | 45,416,946 | (2,431,216) | 42,986,160 | ||||||||||
Common stock subject to redemption (in Shares) | 4,298,616 | |||||||||||||
Net income(loss) | (42,986,163) | (307,027,145) | (42,986,163) | (307,027,145) | ||||||||||
Balance at Dec. 31, 2020 | $ 666 | $ 18 | $ 431 | $ 70 | $ 144 | $ 20 | 45,416,946 | 39,866,244 | (40,418,039) | (329,338,001) | 5,000,004 | (289,471,505) | ||
Balance (in Shares) at Dec. 31, 2020 | 6,668,084 | 18,398,005 | 4,312,500 | 70,000,000 | 144,875,941 | 20,000,000 | ||||||||
Balance at Mar. 31, 2020 | $ 225 | $ 16 | $ 431 | $ 70 | $ 144 | $ 20 | 37,112,710 | 4,999,352 | (28,565,501) | 5,000,008 | 8,547,459 | |||
Balance (in Shares) at Mar. 31, 2020 | 2,248,551 | 16,212,408 | 4,312,500 | 70,000,000 | 144,875,941 | 20,000,000 | ||||||||
Stock option exercises | 5,095 | 5,095 | ||||||||||||
Stock option exercises (in Shares) | 72,775 | |||||||||||||
Stock-based compensation – Stock options and RSAs | 167,133 | 167,133 | ||||||||||||
Common stock subject to redemption | $ (13) | (1,222,057) | (1,222,070) | |||||||||||
Common stock subject to redemption (in Shares) | (122,207) | |||||||||||||
Net income(loss) | 1,222,072 | (9,152,223) | 1,222,072 | (9,152,223) | ||||||||||
Balance at Jun. 30, 2020 | $ 212 | $ 16 | $ 431 | $ 70 | $ 144 | $ 20 | 37,284,938 | 4,999,367 | (37,717,724) | 5,000,010 | (432,536) | |||
Balance (in Shares) at Jun. 30, 2020 | 2,126,344 | 16,285,183 | 4,312,500 | 70,000,000 | 144,875,941 | 20,000,000 | ||||||||
Balance at Dec. 31, 2020 | $ 666 | $ 18 | $ 431 | $ 70 | $ 144 | $ 20 | 45,416,946 | 39,866,244 | (40,418,039) | (329,338,001) | 5,000,004 | (289,471,505) | ||
Balance (in Shares) at Dec. 31, 2020 | 6,668,084 | 18,398,005 | 4,312,500 | 70,000,000 | 144,875,941 | 20,000,000 | ||||||||
Change in value of Class A common stock subject to possible redemption | $ (57) | (5,766,423) | (5,766,480) | |||||||||||
Change in value of Class A common stock subject to possible redemption (in Shares) | (576,648) | |||||||||||||
Net income(loss) | 5,766,486 | 5,766,486 | ||||||||||||
Balance at Mar. 31, 2021 | $ 609 | $ 19 | $ 431 | $ 70 | $ 144 | $ 20 | 39,650,523 | 45,658,057 | (34,651,553) | (264,667,197) | 5,000,010 | (219,008,887) | ||
Balance (in Shares) at Mar. 31, 2021 | 6,091,436 | 19,494,628 | 4,312,500 | 70,000,000 | 144,875,941 | 20,000,000 | ||||||||
Balance at Dec. 31, 2020 | $ 666 | $ 18 | $ 431 | $ 70 | $ 144 | $ 20 | 45,416,946 | 39,866,244 | (40,418,039) | (329,338,001) | 5,000,004 | (289,471,505) | ||
Balance (in Shares) at Dec. 31, 2020 | 6,668,084 | 18,398,005 | 4,312,500 | 70,000,000 | 144,875,941 | 20,000,000 | ||||||||
Stock option exercises | 35,175 | 35,176 | ||||||||||||
Stock option exercises (in Shares) | 1,256,772 | |||||||||||||
Stock-based compensation – Stock options and RSAs | 8,112,004 | 8,112,004 | ||||||||||||
Share repurchase | (22,000,004) | |||||||||||||
Share repurchase (in Shares) | (70,000,000) | (13,759,298) | (20,000,000) | 103,759,298 | ||||||||||
Net income(loss) | 128,997,958 | 128,997,958 | ||||||||||||
Balance at Jun. 30, 2021 | $ 638 | $ 19 | $ 431 | $ 130 | $ (21,999,900) | 42,535,328 | 48,013,423 | (37,536,388) | (200,340,043) | 5,000,009 | (174,326,371) | |||
Balance (in Shares) at Jun. 30, 2021 | 6,379,970 | 19,654,777 | 4,312,500 | 131,116,643 | 103,759,298 | |||||||||
Balance at Mar. 31, 2021 | $ 609 | $ 19 | $ 431 | $ 70 | $ 144 | $ 20 | 39,650,523 | 45,658,057 | (34,651,553) | (264,667,197) | 5,000,010 | (219,008,887) | ||
Balance (in Shares) at Mar. 31, 2021 | 6,091,436 | 19,494,628 | 4,312,500 | 70,000,000 | 144,875,941 | 20,000,000 | ||||||||
Stock option exercises | 11,212 | 11,212 | ||||||||||||
Stock option exercises (in Shares) | 160,149 | |||||||||||||
Stock-based compensation – Stock options and RSAs | 2,344,154 | 2,344,154 | ||||||||||||
Share repurchase | $ (70) | $ (14) | $ (20) | $ (21,999,900) | (22,000,004) | |||||||||
Share repurchase (in Shares) | (70,000,000) | (13,759,298) | (20,000,000) | 103,759,298 | ||||||||||
Class A shares redeemed | $ (2) | (197,124) | (197,126) | |||||||||||
Class A shares redeemed (in Shares) | (19,662) | |||||||||||||
Change in value of Class A common stock subject to possible redemption | $ 31 | 3,081,929 | 3,081,960 | |||||||||||
Change in value of Class A common stock subject to possible redemption (in Shares) | 308,196 | |||||||||||||
Net income(loss) | (2,884,835) | 64,327,154 | (2,884,835) | 64,327,154 | ||||||||||
Balance at Jun. 30, 2021 | $ 638 | $ 19 | $ 431 | $ 130 | $ (21,999,900) | $ 42,535,328 | $ 48,013,423 | $ (37,536,388) | $ (200,340,043) | $ 5,000,009 | $ (174,326,371) | |||
Balance (in Shares) at Jun. 30, 2021 | 6,379,970 | 19,654,777 | 4,312,500 | 131,116,643 | 103,759,298 | |||||||||
[1] | Included up to 562,500 -allotment |
Condensed Statements of Stock_2
Condensed Statements of Stockholders' Equity (Deficit) (Unaudited) (Parentheticals) - Preferred stock | 7 Months Ended |
Dec. 31, 2019shares | |
Sale of net of underwriting discounts and offering expenses | 17,250,000 |
Sale of placement units | 545,000 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | 7 Months Ended | 12 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities: | |||||||
Net income (loss) | $ 64,327,154 | $ (9,152,223) | $ 128,997,958 | $ (15,406,868) | $ (15,754,428) | $ (307,027,145) | $ (15,754,427) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||||||
Depreciation and amortization | 447,986 | 263,785 | 203,503 | 590,070 | |||
Amortization of debt discount and issuance costs | 3,357,132 | 18,480 | 116,074 | ||||
Decrease in fair value of warrants | (12,537,046) | (6,687) | 3,176,770 | ||||
increase in fair value of SAFE notes | (182,366,571) | 3,587,989 | 267,289,663 | ||||
Loss on disposal of fixed asset | 482,204 | ||||||
Impairment of prepaid launch costs | 9,450,000 | ||||||
Stock-based compensation expense | 8,112,004 | 268,676 | 128,988 | 2,771,163 | |||
Beneficial conversion feature | 568,497 | ||||||
Changes in operating assets and liabilities | |||||||
Purchase of property, machinery and equipment | (2,184,645) | (940,984) | (1,755,701) | (1,501,984) | |||
Purchases of intangible assets | (2,812) | (66,957) | (145,925) | (99,167) | |||
Net cash used in investing activities | (2,187,457) | (1,007,941) | (1,901,626) | (1,601,151) | |||
Receivables | (166,932) | 166,932 | |||||
Prepaids and other current assets | (10,683,257) | (2,112,972) | (1,297,035) | (2,283,070) | |||
Other non-current assets | (2,108,320) | 377,500 | (1,947,050) | (1,175,450) | |||
Accounts payable | 2,695,977 | 288,447 | 534,054 | (997,438) | |||
Accrued expenses | 2,453,959 | 559,527 | 608,783 | 1,812,978 | |||
Other current liabilities | 2,042,670 | 1,302,108 | (16,870) | 211,014 | |||
Contract liabilities | 450,116 | (550,600) | 287,000 | 1,915,524 | |||
Deferred rent | 51,929 | ||||||
Net change in lease liability and right-of-use-asset | (92) | ||||||
Lease liability and right of use asset | 610,568 | 41 | |||||
Other non-current liabilities | 5,000,000 | ||||||
Net cash used in operating activities | (44,076,824) | (11,410,575) | (16,799,561) | (32,950,803) | |||
Cash flows from financing activities: | |||||||
Proceeds from issuance of SAFE notes | 30,852,687 | 7,650,000 | 10,006,760 | 44,650,000 | |||
Proceeds from issuance of term loan payable | 25,000,000 | 2,457,772 | 2,457,772 | ||||
Payment of notes payable | (2,506,772) | ||||||
Payment of debt issuance costs | (143,705) | (36,938) | (57,699) | (37,659) | |||
Proceeds from issuance of preferred stock | 17,999,978 | ||||||
Payment of warrant issuance costs | (31,295) | (721) | |||||
Purchase of treasury stock | (3) | ||||||
Proceeds from issuance of common stock | 35,174 | 12,282 | 91,103 | ||||
Net cash provided by financing activities | 55,712,858 | 10,082,395 | 27,949,039 | 44,654,444 | |||
Increase in cash, cash equivalents and restricted cash | 9,448,577 | (2,336,121) | 9,247,852 | 10,102,490 | |||
Cash, cash equivalents and restricted cash, beginning of period | 23,519,546 | 13,002,056 | 3,754,204 | 13,002,056 | |||
Cash, cash equivalents and restricted cash, end of period | 32,968,123 | 10,665,935 | 32,968,123 | 10,665,935 | 13,002,056 | 23,104,546 | 13,002,056 |
Conversion of SAFE notes into preferred stock | (7,506,760) | ||||||
Deferred offering costs in accounts payable and accrued expenses at period end | 370,053 | 505,783 | |||||
Deferred offering costs in loan payable at period end | 1,500,000 | 1,500,000 | |||||
Operating lease right-of-use assets in exchange for lease obligations | 8,501,073 | ||||||
Supplemental disclosure of cash flow information | |||||||
Cash paid for income taxes | 800 | 800 | 800 | 800 | |||
Cash paid for interest | 1,000,000 | 47,032 | 353,217 | ||||
Stable Road Acquisition Corp [Member] | |||||||
Cash flows from operating activities: | |||||||
Net income (loss) | (2,884,835) | 1,222,072 | 2,881,651 | 2,431,243 | 5,343,820 | (42,986,163) | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||||||
Interest earned on marketable securities held in Trust Account | (23,357) | (1,025,613) | (346,011) | (1,134,391) | |||
Transaction costs allocable to warrant liabilities | 857,689 | ||||||
Decrease in fair value of warrants | (10,623,913) | (2,135,400) | (6,139,150) | 40,220,713 | |||
Prepaid expenses | (268,616) | 186,766 | |||||
Prepaid expenses and other current assets | 37,928 | 133,423 | |||||
Prepaid income taxes | (330,980) | (328,538) | |||||
Accounts payable and accrued expenses | 6,694,687 | (9,266) | |||||
Income taxes payable | (47,567) | 47,567 | (47,567) | ||||
Changes in operating assets and liabilities | |||||||
Cash withdrawn from Trust Account for taxes | 184,489 | 824,873 | |||||
Cash withdrawn from Trust Account for redemption of common stock | 197,126 | ||||||
Investment of cash into Trust Account | (172,500,000) | ||||||
Cash withdrawn from Trust Account for taxes | 872,653 | ||||||
Net cash used in investing activities | 381,615 | 824,873 | (172,500,000) | 872,653 | |||
Accrued expenses | 147,742 | 2,338,154 | |||||
Net cash used in operating activities | (1,033,004) | (984,160) | (356,959) | (1,751,026) | |||
Cash flows from financing activities: | |||||||
Proceeds from promissory note – third party | 321,500 | ||||||
Proceeds from promissory note – related party | 321,500 | ||||||
Redemption of common stock | (197,126) | ||||||
Proceeds from sale of Units, net of underwriting discounts paid | 169,050,000 | ||||||
Proceeds from sale of Placement Units | 5,450,000 | ||||||
Repayment of promissory note – related party | (222,725) | ||||||
Payment of offering costs | (327,132) | ||||||
Net cash provided by financing activities | 445,874 | 173,950,143 | |||||
Increase in cash, cash equivalents and restricted cash | (205,515) | (159,287) | 1,093,184 | (878,373) | |||
Cash, cash equivalents and restricted cash, beginning of period | 214,811 | 1,093,184 | 1,093,184 | ||||
Cash, cash equivalents and restricted cash, end of period | $ 9,296 | $ 933,897 | 9,296 | 933,897 | 1,093,184 | 214,811 | $ 1,093,184 |
Change in value of Class A common stock subject to possible redemption | $ 2,684,520 | $ 295,840 | |||||
Supplemental disclosure of cash flow information | |||||||
Cash paid for income taxes | 405,567 | ||||||
Initial classification of common stock subject to possible redemption | 48,042,060 | ||||||
Change in value of common stock subject to possible redemption | 6,213,260 | (42,986,160) | |||||
Initial classification of warrant liabilities | 13,996,325 | ||||||
Management adjustment to eliminate negative additional paid-in capital | 344,480 | $ 2,431,216 | |||||
Deferred underwriting fee payable | 6,900,000 | ||||||
Payment of offering costs through promissory note | 222,725 | ||||||
Offering costs paid directly by Sponsor from proceeds from issuance of Class B common stock | $ 25,000 |
Nature of Operations
Nature of Operations | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
Nature of Operations | Note 1. Nature of Operations Company and Background Momentus Inc. (“Momentus” or the “Company”) was incorporated in the State of Delaware on May -space -space -as-a-service -orbit On October The Merger Agreement was further amended on March | Note 1. Nature of Operations Company and Background Momentus Inc. (“Momentus” or the “Company”) was incorporated in the State of Delaware on May -space -space -as-a-service -orbit On October |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Summary of Significant Accounting Policies [Line Items] | ||
Summary of Significant Accounting Policies | Note 2. Summary of Significant Accounting Policies Our significant accounting policies are detailed in “Note 2. Summary of Significant Accounting Policies” of our Annual Report presented in our S -4 Unaudited Interim Financial Information The accompanying interim condensed financial statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. The balance sheet as of December 31, 2020 was derived from the Company’s audited financial statements but does not include all disclosures required by GAAP for audited financial statements. Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”). The unaudited interim condensed financial statements have been prepared on the same basis as the audited financial statements. In the opinion of the Company’s management, the accompanying unaudited interim condensed financial statements contain all adjustments that are necessary to present fairly the Company’s financial position as of June 30, 2021 and December 31, 2020, the net income/loss for the three and six months ended June 30, 2021 and 2020, the stockholders’ equity for the three and six months ended June 30, 2021 and 2020, and cash flows for the six months ended June 30, 2021 and 2020. Such adjustments are of a normal and recurring nature. The results for the three and six months ended June 30, 2021 are not necessarily indicative of the results for the year ending December 31, 2021, or for any future period. These interim condensed financial statements should be read in conjunction with the audited financial statements as of and for the years ended December 31, 2020 and 2019, filed with the Securities and Exchange Commission (the “SEC”) in SRAC’s proxy statement on July 21, 2021. Reclassifications Certain reclassifications have been made to the prior year’s financial statements to conform to the current year’s presentation. None of the reclassifications have changed the total assets, liabilities, stockholders’ deficit, income, expenses or net losses previously reported. Going Concern The Company has a history of operating losses and negative cash flows from operations. Management’s plans to continue as a going concern include raising additional financing, specifically through the Business Combination, and generating long term revenues through multi -year The Company may need to obtain additional funding whether through private or public equity or debt offerings or a combination thereof, and such additional funding may not be available on terms the Company finds acceptable. If the Company is unable to obtain sufficient capital to continue to advance its products and services, the Company would be forced to delay, reduce or eliminate its research and development programs and any future commercialization efforts. Accordingly, the Company has concluded there is substantial doubt about its ability to continue as a going concern within one year after the date these financial statements are issued. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts in the financial statements and accompanying notes. Management bases its estimates on historical experience and on various other factors it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Accordingly, actual results could differ from those estimates. Significant estimates inherent in the preparation of the financial statements include, but are not limited to, accounting for useful lives of property, machinery and equipment, net, accrued liabilities, income taxes including deferred tax assets and liabilities, impairment valuation and stock -based COVID-19 Pandemic As a result of the COVID -19 -19 -19 Emerging Growth Company Status Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”) exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can choose not to take advantage of the extended transition period and comply with the requirements that apply to non -emerging -affiliates -Combination -convertible -year Restricted Cash Restricted cash primarily represents deposited cash that is restricted by financial institutions for three purposes. $515,000 is restricted as collateral for a letter of credit issued to the Company’s landlord in accordance with the terms of a lease agreement entered into in December 2020. A portion of this restricted cash ($100,000) is classified as a current asset as it will be returned to the Company upon the completion of the Business Combination with SRAC, while the remaining $415,000 is classified as a non -current Revenue Recognition The Company enters into contracts for ‘last -mile -orbit -current -current The Company will recognize revenue (along with any other fees that have been paid) upon the earlier of the satisfaction of the Company’s performance obligation or when the customer cancels the contract. For the six months ended June 30, 2021, the Company recognized revenue related to a customer cancelled contract of $130,000, which was previously recorded as a contract liability and recorded $48,400 as a cost of revenue for costs incurred related to the cancelled contract. While the Company’s standard contracts do not contain refund or recourse provisions that enable its customers to recover any non -refundable -by-case Deferred Fulfillment and Prepaid Launch Costs As of June 30, 2021, and December 31, 2020, the Company had $2,950,000 and $4,650,000, respectively, of deferred fulfillment and prepaid launch costs in the accompanying balance sheets. On May -recoverable SAFE Notes The Company issued Simple Agreement for Future Equity (“SAFE”) notes to investors during the three months ended March -to-market -term Advertising Expenses Advertising is expensed as incurred. Advertising expense was $0 and $3,548 for the three and six months ended June 30, 2021, respectively, and was $572 and $37,353 for the three and six months ended June 30, 2020, respectively. Deferred Offering Costs Offering costs consist of legal, accounting, underwriting fees and other costs incurred that are directly related to the Company’s planned Business Combination. As of June 30, 2021 and December 31, 2020, the Company recorded $6,202,630 and $2,610,024, respectively, of offering costs as a non -current Basic and Diluted Income (Loss) Per Share Net income (loss) per share is provided in accordance with FASB ASC 260 -10 the period. Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period. Diluted loss per share excludes all potential common shares and SAFE notes if their effect is anti -dilutive -dilutive -dilutive Three and Series Seed preferred stock 42,298,151 Series Seed-1 preferred stock 3,563,412 Series Seed-2 preferred stock 4,751,218 Series A preferred stock 61,962,132 Series A-1 preferred stock 32,301,028 FF preferred stock 20,000,000 Options outstanding under stock incentive plan 35,538,222 Options outstanding outside of stock incentive plan 545,454 Common stock warrants 1,250,000 Preferred stock warrants 774,527 SAFE notes outstanding (shares not reserved) 19,489,239 Total 222,473,383 Recently Issued Accounting Standards In December 2019, the FASB issued ASU 2019 -12 In August 2020, the FASB issued ASU 2020 -06 -06 -06 -converted -06 -06 Recently Adopted Accounting Standards In August 2018, the FASB issued ASU 2018 -15 -Use -40 -use implementation costs of a hosting arrangement over the term of the hosting arrangement. We adopted ASU 2018 -15 In February 2016, the FASB issued ASU No. 2016 -02 The adoption of the new standard resulted in recognition of operating lease ROU assets and operating lease liabilities of $545,707 and $555,916, respectively, as of January | Note 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). Certain balances were reclassified for the year ended December Going Concern The Company has a history of operating losses and negative cash flows from operations. Management’s plans to continue as a going concern include raising additional financing, specifically through the Business Combination, and generating long term revenues through multi -year The Company will need to obtain additional funding whether through private or public equity or debt offerings or a combination thereof, and such additional funding may not be available on terms the Company finds acceptable. If the Company is unable to obtain sufficient capital to continue to advance its products and services, the Company would be forced to delay, reduce or eliminate its research and development programs and any future commercialization efforts. Accordingly, the Company has concluded there is substantial doubt about its ability to continue as a going concern within one year after the date these financial statements are issued. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts in the financial statements and accompanying notes. Management bases its estimates on historical experience and on various other factors it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Accordingly, actual results could differ from those estimates. Significant estimates inherent in the preparation of the financial statements include, but are not limited to, accounting for useful lives of property, plant and equipment, net, accrued liabilities, income taxes including deferred tax assets and liabilities and impairment valuation and stock -based COVID-19 Impact In March 2020, a novel strain of the coronavirus (“COVID -19 -19 While the COVID -19 Initially, the Company had a commercial launch scheduled for April of 2020 aboard a Soyuz rocket. However, after the onset of the pandemic, it opted to delay the launch. After further delays from the launch provider, the Company decided to reschedule the launch with a different provider, SpaceX, with whom it expected to launch in January 2021. The scheduled January 2021 launch was then remanifested to a subsequent launch opportunity in 2021 to allow for additional time necessary to secure FAA (“Federal Aviation Administration”) approval of the Company’s payloads. Cash and Cash Equivalents Cash and cash equivalents consist of all cash balances and highly liquid investments purchased with a remaining maturity of three months or less. The carrying amount of cash and cash equivalents approximate fair value because of the short -term Restricted Cash Restricted cash represents deposited cash that is restricted by a financial institution as collateral for a $515,000 letter of credit issued to our landlord in accordance with the terms of a lease agreement the Company entered into in December 2020. $100,000 of the restricted cash is classified as a current asset as it will be returned to the Company upon the completion of the Business Combination. The remaining amount of restricted cash of $415,000 is classified as a non -current Receivables Receivables represent tax credits received from the California Franchise Tax Board. Prepaids and Other Current Assets Prepaid and other current assets include prepayments for launch costs, research and development, insurance, and software subscriptions. Prepaid launch costs consist of launch costs paid to third party providers that will carry the transport vehicle to orbit. Prepaid launch costs are recognized upon launch as cost of revenue or research and development expense, and the allocation of the costs is determined based on the distribution between customer and Company payload weight on each launch. The non -current -current Prepaid research and development costs relate to non -refundable Research and Development -refundable Prepaid insurance and prepaid software subscriptions are amortized over the terms of their respective agreements. Property, Machinery and Equipment, net Property, machinery and equipment are stated at cost less accumulated depreciation. Depreciation is generally recorded using the straight -line Fixed Assets Estimated Useful Life Computer equipment Three years Furniture and fixtures Five years Leasehold improvements Lesser of estimated useful life or remaining lease term Machinery and equipment Seven years Costs of maintenance or repairs that do not extend the lives of the respective assets are charged to expenses as incurred. Intangible Assets, net Intangible assets consist of patents and are reported at cost less accumulated amortization and accumulated impairment loss, if any. Amortization is recognized on a straight -line Impairment of Long-lived Assets The Company evaluates the carrying value of long -lived -lived -lived Revenue Recognition The Company enters into contracts for ‘last -mile -orbit -current -refundable The Company accounts for customer contracts in accordance with ASC Topic 606, Revenue from Contracts with Customers -step • • • • • The Company’s contracts are cancellable for convenience by the customer and typically do not contain variable consideration. However, the full transaction price is collected in advance of the scheduled launch and all fees that are paid are non -refundable The Company’s services are considered a single performance obligation, to transport the customers’ payload to a specified orbit in space. The Company recognizes revenue at a point in time when control is transferred, which is considered to be upon the release of the customers’ payload into its specified orbit. The Company will calculate the weight distribution of each transfer vehicle at the customer level and will determine the delivery date for each customer’s payload based on the relative weight of payloads released to determine the point in time to recognize revenue for each payload release. Deferred Fulfillment and Prepaid Launch Costs The Company prepays for certain launch costs to third party providers that will carry the transport vehicle to orbit. Prepaid costs allocated to the delivery of a customers’ payload are classified as deferred fulfillment costs and recognized as cost of revenue upon delivery of the customers’ payload. Prepaid costs allocated to the Company’s payload are classified as prepaid launch costs and are expensed to research and development expense upon the release of the Company’s payload. The allocation is determined based on the distribution between customer and Company payload weight on each launch. As of December -party Contract Liabilities Customer deposits collected prior to the release of the customers’ payload into its specified orbit are recorded as current and non -current -refundable SAFE Notes The Company issued Simple Agreement for Future Equity (“SAFE”) notes to investors during the years ended December (i.e., no creditors’ rights). The SAFE notes include a provision allowing for the investors to receive a portion of the proceeds upon a change of control equal to the greater of their investment amount or the amount payable based upon a number of shares of common stock equal to the investment amount divided by the liquidity price, the occurrence of which is outside the control of the Company. This provision requires the SAFE notes to be classified as marked -to-market -term Warrants On January -Based -07 Fair Value Measurements The Company follows ASC 820, Fair Value Measurements and Disclosures -based • • • The fair values of cash and cash equivalents, accounts receivable, trade accounts payable, and certain prepaid and other current assets and accrued expenses approximate carrying values because of their short -term -current -to-market The estimated fair value of the Company’s financial instruments are as follows: December 31, 2020 December 31, 2019 Level Carrying Value Fair Value Carrying Value Fair Value Financial Assets: SAFE notes 3 $ 314,439,663 $ 314,439,663 $ 2,500,000 $ 2,500,000 Warrant liability 3 3,206,185 3,206,185 — — Total $ 317,645,848 $ 317,645,848 $ 2,500,000 $ 2,500,000 Cost of Revenue Cost of revenue consists primarily of expenses associated with the cost of the transport vehicle and third -party Advertising Expenses Advertising is expensed as incurred. Advertising expense for the years ended December Leases The Company leases real estate facilities under non -cancelable The Company adopted the Accounting Standard Update (“ASU”) No. 2016 -02 Leases Topic 842 Operating leases are included in the accompanying balance sheets. Operating lease right -of-use -current -current The Company’s operating lease ROU assets are measured based on the corresponding operating lease liability adjusted for (i) payments made to the lessor at or before the commencement date, (ii) initial direct costs incurred and (iii) tenant incentives under the lease. The Company does not assume renewals or early terminations unless it is reasonably certain to exercise these options at commencement. The Company elected the practical expedient which allows the Company to not allocate consideration between lease and non -lease -line Deferred Offering Costs Offering costs consist of legal, audit, accounting, and underwriting fees and other costs incurred that are directly related to the Company’s planned merger transaction with SRAC. These costs will be recorded as a reduction to stockholders’ equity (deficit) upon the completion of the merger. During the year ended December Income Taxes The Company accounts for income taxes in accordance with authoritative guidance, which requires the use of the asset and liability method. Under this method, deferred income tax assets and liabilities are determined based upon the difference between the financial statement carrying amounts and the tax basis of assets and liabilities and are measured using the enacted tax rate expected to apply to taxable income in the years in which the differences are expected to be reversed. Significant judgment is required in determining any valuation allowance recorded against deferred tax assets. In assessing the need for a valuation allowance, management considers all available evidence, including past operating results, estimates of future taxable income, and the feasibility of tax planning strategies. In the event that management changes its determination as to the amount of deferred tax assets that can be realized, the Company will adjust its valuation allowance with a corresponding impact to the provision for income taxes in the period in which such determination is made. The Company is required to evaluate the tax positions taken when preparing its tax returns to determine whether tax positions are “more -likely-than-not -likely-than-not The amount that is ultimately sustained for an individual uncertain tax position or for all uncertain tax positions in the aggregate could differ from the amount that is initially recognized. Basic and Diluted Loss Per Share Net loss per share is provided in accordance with FASB ASC 260, “ Earnings per Share losses allocated to common stockholders by the weighted average number of common shares outstanding during the period. Diluted loss per share gives effect to all potential dilutive common shares outstanding during the period. Dilutive loss per share excludes all potential dilutive common shares to be issued if their effect is anti -dilutive Years Ended December 31, 2020 2019 Series Seed preferred stock 42,298,151 42,298,151 Series Seed-1 preferred stock 3,563,412 3,563,412 Series Seed-2 preferred stock 4,751,218 4,751,218 Series A preferred stock 61,962,132 61,962,132 Series A-1 preferred stock 32,301,028 32,301,028 FF preferred common stock 20,000,000 20,000,000 Options outstanding under stock incentive plan 29,358,286 24,598,969 Options outstanding outside of stock incentive plan 545,454 545,454 Common stock warrants 1,250,000 1,250,000 Preferred stock warrants 774,527 — Total 196,804,208 191,270,364 Segment Reporting Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing operating performance. In consideration of Accounting Standards Codification (“ASC”) 280, “Segment Reporting,” we are not organized around specific services or geographic regions. We currently operate in one service line providing in -space Our chief operating decision maker uses financial information, business prospects, competitive factors, operating results and other non -U Recently Issued Accounting Standards In December 2019, the FASB issued ASU 2019 -12 Income Taxes In August 2020, the FASB issued ASU 2020 -06 Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity -06 -06 -06 the if -converted -06 -06 Recently Adopted Accounting Standards In February 2016, the FASB issued ASU No. 2016 -02 Leases The adoption of the new standard resulted in recognition of operating lease ROU assets and operating lease liabilities of $545,707 and $555,916, respectively, as of January |
Stable Road Acquisition Corp [Member] | ||
Summary of Significant Accounting Policies [Line Items] | ||
Summary of Significant Accounting Policies | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10 -Q -X The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10 -K -K Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it 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 independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes -Oxley compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. Class A Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock held by Public Stockholders features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at June Offering Costs Offering costs consisted of legal, accounting and other expenses incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to warrant liabilities were expensed as incurred in the statements of operations. Offering costs associated with the Class A common stock issued were charged to stockholders’ equity upon the completion of the Initial Public Offering. Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The Company accounts for warrants as either equity -classified -classified For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid -in-capital -40-15-7D -measurement -Acquisition -Scholes Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC Topic 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Net Income (Loss) per Common Share Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding for the period. The Company’s condensed consolidated statements of operations include a presentation of income (loss) per share for common shares subject to possible redemption in a manner similar to the two -class -redeemable -redeemable -redeemable The following table reflects the calculation of basic and diluted net income per common share (in dollars, except per share amounts): Three Months Ended Six Months Ended 2021 2020 2021 2020 Redeemable Class A Common Stock Numerator: Net Income allocable to Redeemable Class A Common Stock Interest Income $ 4,311 $ 355,824 $ 23,357 $ 1,025,613 Less: Income and Franchise Tax available to be withdrawn from the Trust Account (4,311 ) (355,824 ) (23,357 ) (1,025,613 ) Redeemable Net Income $ — $ — $ — $ — Denominator: Weighted Average Redeemable Class A Common Stock Redeemable Class A Common Stock, Basic and Diluted 17,240,709 17,250,000 17,245,329 17,250,000 Net Income/Basic and Diluted Redeemable Class A Common Stock $ 0.00 $ 0.02 $ 0.00 $ 0.04 Non-Redeemable Class A and B Common Stock Numerator: Net Income minus Net Income – Basic Net Income $ (2,884,835 ) $ 1,222,072 $ 2,881,651 $ 2,431,243 Less: Redeemable Net Income – Basic — — — — Non-Redeemable Net Loss $ (2,884,835 ) $ 1,222,072 $ 2,881,651 $ 2,431,243 Denominator: Weighted Average Non-Redeemable Class A and B Common Stock Non-Redeemable Class A and B Common Stock, Basic 4,857,500 4,857,500 4,857,500 4,857,500 Net income, Basic Non-Redeemable Class A and B Common Stock $ (0.59 ) $ 0.19 $ 0.59 $ 0.35 Three Months Ended Six Months Ended 2021 2020 2021 2020 Non-Redeemable Class A and B Common Stock Numerator: Net Income minus Net Earnings – Diluted Non-Redeemable Net Income – Basic $ (2,884,835 ) $ 1,222,072 $ 2,881,651 $ 2,431,243 Less: Change in Fair Value of Derivative Liability (1,904,150 ) (1,185,700 ) (10,623,913 ) (2,135,400 ) Non-Redeemable Net Loss – Diluted $ (4,788,985 ) $ 36,372 $ (7,742,262 ) $ 295,843 Denominator: Weighted Average Non-Redeemable Class A and B Common Stock Non-Redeemable Class A and B Common Stock, Diluted 5,005,558 4,857,500 7,105,104 4,857,500 Net loss, Diluted Non-Redeemable Class A and B Common Stock $ (0.96 ) $ 0.19 $ (1.09 ) $ 0.35 Diluted weighted average shares outstanding was calculated using the treasury stock method utilizing a weighted average share price of $11.69 and $15.39 for the three and six months ended June Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximate the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short -term Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020 -06 -20 -40 -06 -linked -06 The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying condensed consolidated financial statements. | NOTE 2a. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying consolidated financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the SEC. Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it 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 independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes -Oxley Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future events. Accordingly, the actual results could differ significantly from those estimates. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class common stock subject to mandatory redemption are classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock held by Public Stockholders features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December Offering Costs Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the closing date of the Initial Public Offering that are directly related to the Initial Public Offering. Offering costs amounted to $10,924,857, of which $10,067,168 was charged to stockholders’ equity and $857,689 was allocated to the warrants and expensed through the statement of operations, upon the completion of the Initial Public Offering in 2019. Warrant Liabilities The Company accounts for warrants as either equity -classified -classified For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid -in-capital -40 -measurement -Acquisition -Scholes Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC Topic 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December Net Income (Loss) per Common Share Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding for the period. The Company has not considered the effect of warrants sold in the Initial Public Offering and as part of the Placement Units to purchase 8,897,500 -redeemable -dilutive The Company’s consolidated statements of operations includes a presentation of income (loss) per share for common shares subject to possible redemption in a manner similar to the two -class -redeemable -redeemable -redeemable The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): Year Ended 2020 For the 2019 Redeemable Class A Common Stock Numerator: Net Income (loss) allocable to Redeemable Class A Common Stock Interest Income $ 1,134,391 $ 346,011 Income and Franchise Tax (378,916 ) (167,069 ) Redeemable Net Income $ 755,475 $ 178,942 Denominator: Weighted Average Redeemable Class A Common Stock Redeemable Class A Common Stock, Basic and Diluted 17,250,000 17,250,000 Net Income (loss)/Basic and Diluted Redeemable Class A Common Stock $ 0.04 $ 0.01 Non-Redeemable Class A and B Common Stock Numerator: Net Income (loss) minus Redeemable Net Income (loss) Net Income (loss) $ (42,986,163 ) $ 5,343,820 Redeemable Net Income (loss) (755,475 ) (178,942 ) Non-Redeemable Net Income (loss) $ (43,741,638 ) $ 5,164,878 Denominator: Weighted Average Non-Redeemable Class A and B Common Stock Non-Redeemable Class A and B Common Stock, Basic 4,857,500 4,041,761 Net Income (loss)/Basic Non-Redeemable Class A and B Common Stock $ (9.00 ) $ 1.28 Non-Redeemable Class A and B Common Stock, Diluted 4,857,500 4,168,777 Net Income (loss)/Diluted Non-Redeemable Class A and B Common Stock $ (9.00 ) $ 1.24 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying consolidated balance sheets, primarily due to their short -term Recently Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s consolidated financial statements. |
Prepaids and Other Current Asse
Prepaids and Other Current Assets | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Disclosure Text Block Supplement [Abstract] | ||
Prepaids and Other Current Assets | Note 3. Prepaids and Other Current Assets Prepaids and other current assets consisted of the following: June 30, December 31, Prepaid launch costs, current $ 800,000 $ 2,260,000 Prepaid research and development 3,819,756 1,452,557 Prepaid insurance and other assets 1,121,785 795,727 Total $ 5,741,542 $ 4,508,284 As of June 30, 2021 and December 31, 2020, the non -current -current FAA application On May As a result of the FAA application denial, on May -recoverable | Note 3. Prepaids and Other Current Assets Prepaids and other current assets consisted of the following: December 31, December 31, Prepaid launch costs-current $ 2,260,000 $ 1,603,500 Prepaid research and development 1,452,557 109,264 Prepaid insurance and other assets 795,727 512,450 Total $ 4,508,284 $ 2,225,214 As of December -current -current |
Property, Machinery and Equipme
Property, Machinery and Equipment, net | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Property, Machinery and Equipment, net | Note 4. Property, Machinery and Equipment, net Property, machinery and equipment, net consisted of the following: June 30, December 31, 2020 Computer equipment $ 177,868 $ 177,868 Furniture and fixtures 205,976 205,976 Leasehold improvements 897,529 665,146 Machinery and equipment 2,800,170 1,935,974 Construction in-progress 1,913,308 117,655 5,994,851 3,102,619 Less: accumulated depreciation (1,207,172 ) (781,519 ) Property, machinery and equipment, net $ 4,787,679 $ 2,321,100 Depreciation expense related to property, machinery and equipment was $236,538 and $425,491 for the three and six months ended June 30, 2021, respectively, and was $136,229 and $252,036 for the three and six months ended June 30, 2020, respectively. | Note 4. Property, Machinery and Equipment, net Property, machinery and equipment, net consisted of the following: December 31, December 31, Computer equipment $ 177,868 $ 109,586 Furniture and fixtures 205,976 131,891 Leasehold improvements 665,146 461,280 Machinery and equipment 1,935,974 1,079,184 Construction in-progress 117,655 229,983 3,102,619 2,011,924 Less: accumulated depreciation (781,519 ) (224,842 ) Property, machinery and equipment, net $ 2,321,100 $ 1,787,082 Depreciation expense related to property, machinery and equipment for the years ended December |
Intangible Assets, net
Intangible Assets, net | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Intangible Assets, net | Note 5. Intangible Assets, net Intangible assets, net consisted of the following as of June 30, 2021: Gross Accumulated Net Weighted Patents/Intellectual Property $ 395,499 $ (73,904 ) $ 321,595 7.49 Intangible assets, net consisted of the following as of December 31, 2020: Gross Accumulated Net Weighted Patents/Intellectual Property $ 356,890 $ (51,408 ) $ 305,482 7.62 Amortization expense related to intangible assets was $12,111 and $22,496 for the three and six months ended June 30, 2021, respectively, and was $8,223 and $15,215 for the three and six months ended June 30, 2020, respectively. As of June 30, 2021, the future estimated amortization expense related to intangible assets is as follows: Year ending December 31, Amount 2021 (remainder) $ 23,602 2022 47,204 2023 47,204 2024 41,444 2025 38,487 Thereafter 123,654 Total $ 321,595 There were no intangible asset impairments during the three and six months ended June 30, 2021 and 2020. | Note 5. Intangible assets, net Intangible assets, net consisted of the following as of December Gross Accumulated Net Weighted average Patents/Intellectual Property $ 356,890 (51,408 ) $ 305,482 7.62 Intangible assets, net consisted of the following as of December Gross Accumulated Net Weighted average Patents/Intellectual Property $ 235,925 (18,014 ) $ 217,911 8.97 Amortization expense related to intangible assets for the years ended December Year ending December 31, 2021 $ 40,062 2022 40,062 2023 40,062 2024 40,062 2025 40,062 Thereafter 105,172 Total $ 305,482 There were no intangible asset impairments during the year ending December |
Leases
Leases | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Disclosure Text Block [Abstract] | ||
Leases | Note 6. Leases In January 2021, the Company commenced a new lease at a new location in San Jose, California. The lease expires in February 2028. The Company is obligated to pay approximately $11 -cancellable The Company adopted ASC 842 as of January The Company performed evaluations of its contracts and determined that each of its identified leases are classified as operating leases. The components of operating lease expense were as follows: Three Months Ended Six Months Ended 2021 2020 2021 2020 Operating lease cost $ 435,487 $ 67,896 $ 870,975 $ 135,791 Variable lease expense 147,412 6,508 294,825 12,215 Short-term lease expense 2,965 1,847 6,236 2,380 Total lease expense $ 585,864 $ 76,251 $ 1,172,036 $ 150,386 Variable lease expense consists of the Company’s proportionate share of operating expenses, property taxes, and insurance. The lease right of use assets and lease liabilities recognized in the balance sheets are as follows: As of Right of use asset in other non-current assets $ 8,156,424 Other current liabilities $ 1,009,827 Other non-current liabilities 7,767,283 Total lease liability $ 8,777,110 As of June 30, 2021, the maturities of the Company’s operating lease liabilities were as follows: Remainder of 2021 $622,375 2022 1,561,154 2023 1,533,222 2024 1,580,157 2025 1,627,092 Thereafter 3,700,071 Total lease payments 10,624,071 Less: Imputed interest (1,846,961) Present value of lease liabilities $8,777,110 | Note 6. Leases The Company leases office space under non -cancellable The Company adopted ASC 842 as of January The Company performed evaluations of its contracts and determined that each of its identified leases are classified as operating leases. The components of operating lease expense were as follows: Year ended Operating lease cost $ 271,582 Variable lease expense 24,430 Short-term lease expense 9,060 Total lease expense $ 305,072 Variable lease expense consists of the Company’s proportionate share of operating expenses, property taxes, and insurance and is classified as lease expense due to the Company’s election to not separate lease and non -lease The lease right of use assets and lease liabilities recognized in the balance sheets are as follows: As of Right of use asset in other non-current assets $ 316,040 Other current liabilities 254,197 Other non-current liabilities 71,961 Total lease liability $ 326,158 As of December 2021 $ 279,793 2022 67,045 Total lease payments 346,838 Less: Imputed interest (20,680 ) Present value of lease liabilities $ 326,158 The following is a schedule of future minimum operating lease payments as of December Year ending December 31, 2021 $ 279,793 2022 67,045 2023 and thereafter — Total $ 346,838 |
Accrued Expenses
Accrued Expenses | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Payables and Accruals [Abstract] | ||
Accrued Expenses | Note 7. Accrued Expenses Accrued expenses consisted of the following: June 30, December 31, Compensation expense $ 1,329,206 $ 1,370,575 Legal and other professional services 2,006,422 268,266 Research and development projects 909,900 517,256 Offering costs 359,558 505,783 Payroll tax expense 327,809 327,734 Other current expense 352,769 74,266 Total $ 5,285,664 $ 3,063,880 | Note 7. Accrued Expenses Accrued expenses consisted of the following: December 31, December 31, Compensation expense $ 1,326,311 $ 517,290 Other current expense 904,052 156,842 Offering costs 505,783 — Payroll tax expense 327,734 37,332 Total $ 3,063,880 $ 711,464 |
Safe Notes
Safe Notes | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Debt Disclosure [Abstract] | ||
SAFE Notes | Note 8. SAFE Notes The Company has issued Simple Agreement for Future Equity (“SAFE”) notes to investors. For the six months ended June 30, 2021, the Company issued SAFE notes to investors in exchange for aggregate proceeds of $30,852,687. The SAFE notes allow the investors to participate in future equity financings through a share -settled The Company determined that the SAFE notes are not a legal form debt (i.e., no creditors’ rights). The SAFE notes include a provision allowing for cash redemption upon the occurrence of a change of control, the occurrence of which is outside the control of the Company. The provision requires the SAFE notes to be classified as marked -to-market There were no SAFE notes converted into shares of the Company’s preferred stock during the six months ended June 30, 2021 and 2020. SAFE notes with a principal amount totaling $78,002,687 and $47,150,000 remained outstanding as of June 30, 2021 and December 31, 2020, respectively. Conversion or Cash-out Events In the event of an equity financing in which the Company issues and sells preferred stock for the purpose of raising capital, the SAFE notes will convert into a series of preferred stock of the Company. In the event of a sale of the Company or upon closing of the Business Combination, the SAFE notes will convert into common shares. The number of shares of preferred stock will be determined by the issuance price of the SAFE notes and the applicable discount on the conversion shares, or valuation cap. There was a 20% discount associated with the SAFE notes issued during the six months ended June 30, 2021 and their valuation cap was originally $1.2 In the event of a liquidity event (i.e., a change of control or initial public offering, including a Special Purpose Acquisition Company “SPAC” initial public offering), SAFE note holders will be treated as follows: (i) if in connection with the consummation of a SPAC involving SRAC, the price per share equal to the base value divided by the liquidity capitalization, and multiplied by the discount rate, or (ii) in all other cases, the SAFE note holders will receive the lesser of (x) the price per share equal to the fair market value of the Common Stock at the time of the liquidity event, as determined by reference to the purchase price payable in connection with such liquidity event, multiplied by the discount rate or (y) the post -money Preference Upon Dissolution Should the Company dissolve or wind -up -out -participating | Note 8. SAFE Notes The Company has issued Simple Agreement for Future Equity (“SAFE”) notes to investors. For the year ended December -settled The Company determined that the SAFE notes are not a legal form of debt (i.e., no creditors’ rights). The SAFE notes include a provision allowing for the investors to get a portion of the proceeds in a change of control equal to the greater of their investment amount or the amount payable upon a number of shares of common stock equal to the investment amount divided by the liquidity price set forth in the applicable SAFE notes, the occurrence of which is outside the control of the Company. This provision requires the SAFE notes to be classified as marked -to-market Financial Instruments”, SAFE notes totaling $7,506,760 were converted into 32,301,028 Conversion or Cash-out Events In the event of an equity financing in which the Company issues and sells preferred stock for the purpose of raising capital, the SAFE notes will convert into a series of preferred stock of the Company. The number of shares of preferred stock issued will be determined pursuant to the terms of the SAFE notes and the applicable discount to the price per share of the preferred stock sold in such equity financing and the applicable valuation cap set forth in the applicable SAFE notes. There was a 20% discount and a valuation cap of $150,000,000 associated with the outstanding SAFE notes issued during the year ended December In the event of a liquidity event (i.e. a change of control, initial public offering or the consummation of a business combination with a special purpose acquisition company, including the Business Combination), SAFE note holders will receive a portion of the proceeds payable in such liquidity event equal to the greater of the purchase amount of the applicable SAFE notes and the amount payable on the number of shares of common stock equal to the purchase amount divided by the liquidity price set forth in such SAFE notes in exchange for their SAFE notes. Preference Upon Dissolution Should the Company dissolve or wind -up -out -participating Embedded and Beneficial Conversion Features The Company assessed the embedded conversion and redemption features of the SAFE notes pursuant to ASC 815, and concluded no embedded derivatives required bifurcation. The Company further assessed the embedded conversion features of the SAFE notes under ASC 470 -20 -in-capital |
Loan Payable
Loan Payable | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Debt Disclosure [Abstract] | ||
Loan Payable | Note 9. Loan Payable Term Loan On February -only In conjunction with the Term Loan, warrants to purchase preferred stock up to 1% of the fully diluted capitalization (including allowance for conversion of all outstanding convertible notes, SAFE notes and such warrants) of the Company were granted to the lender exercisable at the lender’s option. 80% of the 1% of the warrants were earned by the lender at the completion of the agreement. The additional 20% of the warrants was forfeited as of June Additionally, the Company incurred debt issuance costs of $143,705, which were recorded as a direct deduction from the carrying amount of the Term Loan. The original issuance discount, warrant discount and debt issuance costs are being amortized as interest expense using the effective interest rate method through the term of the loan. Interest expense amortization was $2,633,820 and $3,350,491 for the three and six months ended June 30, 2021, respectively. The Company allocated the proceeds from the Term Loan agreement to the convertible note and warrants comprising the financing agreement based on the relative fair value of the individual securities on the February -year Equipment Loan In March 2020, the Company entered into an equipment financing agreement to fund the acquisition of specific and eligible equipment (“Equipment Loan”). The Equipment Loan provided the Company access to borrow up to $4,500,000. Repayment of any amounts issued under the Equipment Loan occurs over 30 Equipment Loan was fixed at 9.75%. The Company was also obligated to pay a final amount equivalent to 5 percent of the loan, and the final amount was expensed as interest expense over the term of the Equipment Loan using the effective interest rate. The borrowings were collateralized by all of the equipment financed by the lender. On March In conjunction with the Equipment Loan, a stock purchase warrant was also issued to the lender, which allows for the purchase of Series A Preferred Stock or Preferred Stock in a subsequent round of financing in an amount of $225,000. Under the stock purchase warrant agreement, the lender is also provided the right to invest up to an additional $250,000 in the Company’s equity or convertible debt issued in future offerings. The lender exercised this right with the SAFE notes issued in February 2021. The stock purchase warrant expires on March Additionally, the Company incurred debt issuance costs related to the Equipment Loan of $37,659, which were recorded as a direct deduction from the carrying amount of the Equipment Loan. The original issuance discount, warrant discount and debt issuance costs were being amortized as interest expense using the effective interest rate method through the term of the loan. Interest expense amortization was $14,552 and $18,192 for the three and six months ended June 30, 2020, respectively. In December 2020, all of the outstanding principal and accrued interest of $1,536,772 under the Equipment Loan was paid off and the Equipment Loan facility was terminated. The unamortized original issuance discount, warrant discount and debt issuance cost of $67,537 was fully expensed in December 2020. The warrant remains outstanding as of June 30, 2021. Promissory Notes On June The Company’s Term Loan payable consists of the following at June 30, 2021: June 30, Gross Term Loan $ 25,000,000 Less: Unamortized debt discount and issuance costs (12,465,407 ) Promissory Notes $ 3,000,000 Net notes payable, (all current) $ 15,534,593 There are no principal payments due on the Term loan until March 1, 2022 when the entire loan is due and payable. | Note 9. Loan Payable In March 2020, the Company entered into an equipment financing agreement to fund the acquisition of specific and eligible equipment (“Equipment Loan”). The Equipment Loan provides the Company access to borrow up to $4,500,000. Repayment of any amounts issued under the Equipment Loan occurs over 30 In conjunction with the equipment financing agreement, a stock purchase warrant was also issued to the lender, which allows for the purchase of a number of shares of Series A Preferred Stock (or, subject to certain conditions, Preferred Stock in a subsequent round of financing) equal to $225,000 divided by the price per share in the applicable round of financing. Under the warrant agreement, the lender is also provided certain rights to invest up to an additional $250,000 in the Company’s equity or convertible debt issued in future offerings. The warrant expires on March Additionally, the Company incurred debt issuance costs of $37,659, which were recorded as a direct deduction from the carrying amount of Equipment Loan. The original issuance discount, warrant discount and debt issuance costs are being amortized as interest expense using the effective interest rate method through the term of the loan. In December 2020, all of the outstanding principal and accrued interest of $1,536,772 under the Equipment Loan was paid off and the Equipment Loan facility was terminated. The unamortized original issuance discount, warrant discount and debt issuance cost of $116,074 was fully expensed in December 2020. The warrant remains outstanding. PPP Loan In May 2020, the Company received a Paycheck Protection Program loan (“PPP Loan”) in the amount of $970,000. The loan was issued under the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”). The PPP Loan is subject to forgiveness if the Company uses the funds for applicable expenses outlined in the CARES Act. Any portion of the PPP Loan that is not forgiven must be repaid within two years. The PPP Loan bears interest at 1.0% per annum. In September 2020, the Company repaid the PPP Loan in full. |
Stockholders' Equity and Stock-
Stockholders' Equity and Stock-based Compensation | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Stockholders' Equity and Stock-based Compensation [Line Items] | ||
Stockholders’ Equity and Stock-based Compensation | Note 10. Stockholders’ Equity and Stock-based Compensation The Company has reserved shares of Class A Common Stock for issuance for the following purposes as of June 30, 2021: Series Seed preferred stock 28,538,853 Series Seed-1 preferred stock 3,563,412 Series Seed-2 preferred stock 4,751,218 Series A preferred stock 61,962,132 Series A-1 preferred stock 32,301,028 Options outstanding under stock incentive plan 21,060,965 Options outstanding outside of stock incentive plan 545,454 Option available for grant under stock incentive plan 21,284,453 Common stock warrants 1,250,000 Preferred stock warrants 2,596,303 Total 177,853,818 Co-Founder Divestment and Share Repurchase In accordance with the NSA and pursuant to certain Repurchase Agreements entered into with the Company, effective as of June -Founders The Company recorded the initial consideration paid of $3 as treasury stock. Additionally, the Company evaluated the additional consideration to be paid as a liability under ASC 480 utilizing a probability -weighted -Founders Stock Purchase Warrants In February 2021, the Company entered into the Term Loan to provide the Company up to $40,000,000 of working capital. In conjunction with the Term Loan, warrants up to 1% of the fully diluted capitalization (including allowance for conversion of all outstanding convertible notes, SAFE notes and such warrants) of the Company were granted to the lender exercisable at the lender’s option. 80% of the 1% of the warrants were earned by the lender at the completion of the agreement. The remaining 20% of the warrants was forfeited as of June In March 2020, the Company entered into the Equipment Loan to fund the acquisition of specific and eligible equipment. The financing agreement provides the Company access to borrow up to $4,500,000. (See Note 9). In conjunction with the equipment financing agreement, a stock purchase warrant was also issued to the lender, which allows for the purchase of 774,527 Stock Incentive Plan In May 2018, the board of directors of Momentus Inc. approved the 2018 Stock Plan (the “Initial Plan”) that allowed for granting of incentive and non -qualified In February and March 2020, the board approved an amendment and restatement to the New 2018 Stock Plan (the “Amended Plan and Restated 2018 Stock Plan”), and further amendments thereto that increased the number of shares that may be issued thereunder to 37,006,537 plus any additional shares, capped at 11,650,000, subject to awards outstanding as of October Options and RSAs Under Stock Plans Options issued under the Plans generally vest based on continuous service provided by the option holder over a four -year -line -year Shares Options Non-Plan Total Weighted- Average Weighted- Average Aggregate Outstanding as of December 31, 2020 14,243,904 29,358,286 545,454 29,903,740 $ 0.05 8.5 $ 130,563,848 Vested exercised — (1,256,772 ) — (1,256,772 ) Forfeitures 7,040,549 (7,040,549 ) (7,040,549 ) Outstanding as of June 30, 2021 21,284,453 21,060,965 545,454 21,606,419 $ 0.06 6.8 $ 52,835,067 Exercisable as of June 30, 2021 11,556,046 $ 0.06 5.9 $ 28,276,913 Vested and expected to vest as of June 30, 2021 21,606,419 $ 0.06 6.8 $ 52,835,067 Stock -based Three Months Ended Six Months Ended 2021 2020 2021 2020 Research and development expenses $ 65,783 $ 38,298 $ 133,688 $ 74,967 Selling, general and administrative expenses 2,278,371 128,835 7,978,316 193,709 $ 2,344,154 $ 167,133 $ 8,112,004 $ 268,676 The intrinsic value of options exercisable as of June 30, 2021 and 2020 was $28,276,913 and $345,987, respectively. As of June 30, 2021, there was a total of $1,180,467 in unrecognized compensation cost related to unvested options, which is expected to be recognized over a weighted -average The assumptions used under the Black -Scholes-Merton -pricing Six Months Ended 2021 2020 Expected term (in years) N/A 5.12 – 6.07 Risk-free interest rate N/A 0.34% – 1.35% Expected volatility N/A 34.00% – 45.68% Dividend yield N/A 0.00% Fair value on grant date N/A $ 0.08 – $0.22 Restricted Stock Awards RSAs issued under the Plans generally vest based on continuous service provided by the restricted stockholder over a four -year -line -year The following table sets forth the summary of RSA activity for the six months ended June 30, 2021: Restricted Weighted- Weighted Balance, December 31, 2020 $ 177,084 $ 0.01 0.70 Vested $ (62,500 ) $ 0.01 Balance, June 30, 2021 $ 114,584 $ 0.01 0.84 Common Stock purchased under the Plans are subject to certain restrictions and repurchase rights, including the right of first refusal by the Company for sale or transfer of shares to outside parties and other restrictions on transfers and secondary market transactions. As of June 30, 2021, 114,584 -based Three Months Ended Six Months Ended 2021 2020 2021 2020 Research and development expenses $ 104 $ 763 $ 417 $ 2,499 Selling, general and administrative expenses — 102 — 335 $ 104 $ 865 $ 417 $ 2,834 As of June 30, 2021, there was a total of $1,042 in unrecognized compensation cost related to unvested RSAs, which is expected to vest over a weighted -average Stock Option Modifications On May -free On January -free On March -free -measured On June Compensation expense related to the above modifications was recorded in the accompanying statements of operations. Compensation expense totaling $9,845 was recorded in research and development expenses, and compensation expense totaling $2,970 was recorded in selling, general and administrative expenses. On August On September -month -free interest rate of 0.12%, an expected volatility of 57.00%, and no expected dividends. The Type III modifications resulted in a re -measured -month On October Income (Loss) Per Share The following table sets forth the computation of basic and diluted net income (loss) per share: Basic and Diluted Net Income (Loss) Per Share Three Months Ended Six Months Ended 2021 2020 2021 2020 Numerator: Net income (loss) $ 64,327,154 $ (9,152,223 ) $ 128,997,958 $ (15,406,868 ) Less: Decrease in fair value of SAFE notes (100,802,979 ) — (182,366,571 ) — Decrease in fair value of warrants and warrant amortization (4,447,683 ) — (12,528,951 ) — Undistributed loss allocated to common stockholders for diluted net loss per share $ (40,923,508 ) $ (9,152,223 ) $ (65,897,564 ) $ (15,406,868 ) Denominator: Denominator for basic net income (loss) per share – weighted average shares outstanding 71,901,904 86,222,804 80,593,815 90,717,435 Dilutive preferred shares outstanding 131,116,643 — 131,116,643 — Dilutive options and unvested stock units outstanding 20,634,514 — 20,813,808 — Dilutive warrants outstanding 2,514,905 — 2,533,015 — Dilutive SAFE notes outstanding (shares not reserved) 50,526,529 — 50,526,529 — Denominator for diluted net income (loss) per share – adjusted weighted average shares outstanding 276,694,495 86,222,804 285,583,810 90,717,435 Net loss per share – diluted $ (0.15 ) $ (0.11 ) $ (0.23 ) $ (0.17 ) Basic earnings per share is computed by dividing net income (loss) for the period by the weighted -average For the three and six months ended June 30, 2021 and 2020, zero and 222.5 -dilutive | Note 10. Stockholders’ Equity and Stock-based Compensation Capital Structure On November -founder -outstanding Concurrent with the exchange agreements, the parties to the agreements each entered into a stock restriction agreement whereby each holder’s 40,000,000 -year th through each vesting date. The CEO’s shares are also subject to acceleration in the event of a qualifying termination in connection with a change in control and the entity’s shares were subject to acceleration in the event of a qualifying termination. The Company has a right to repurchase any unvested shares at the then -current -founder The Company assessed the repurchase feature and concluded that the shares met the criteria for equity classification as the Company’s exercise of the repurchase right is not probable. No additional expense was recognized as a result of the exchange as the fair value of the issued shares were not materially different from those exchanged. In accordance with the Certificate of Incorporation, as amended and restated on June Preferred -1 -2 -1 Preferred Stock Shares Shares Liquidation Dividend Series Seed Preferred 44,745,720 42,298,151 $ 0.21392 $ 0.01284 Series Seed-1 Preferred 3,563,412 3,563,412 $ 0.14031 $ 0.00842 Series Seed-2 Preferred 4,751,218 4,751,218 $ 0.10524 $ 0.00631 Series A Preferred 65,000,000 61,962,132 $ 0.29050 $ 0.01743 Series A-1 Preferred 32,301,028 32,301,028 $ 0.23240 $ 0.01394 Liquidation preference, conversion rights, redemption rights, and voting rights for Preferred stock are the same for each series. See below for a summary of these rights: • Liquidation Preference • Conversion Rights -1 Securities Act of 1933, as amended, that results in at least $75 -converted • Redemption Rights • Voting Rights Shares of preferred stock are entitled to annual dividends if declared by the Board of Directors. No dividends were declared during the years ended December FF Preferred Class A Common Class B Common The Company has reserved shares of Class A Common Stock for issuance for the following purposes as of December Series Seed preferred stock 42,298,151 Series Seed-1 preferred stock 3,563,412 Series Seed-2 preferred stock 4,751,218 Series A preferred stock 61,962,132 Series A-1 preferred stock 32,301,028 FF preferred common stock 20,000,000 Class B common stock 70,000,000 Options outstanding under stock incentive plan 29,358,286 Options outstanding outside of stock incentive plan 545,454 Option available for grant under stock incentive plan 14,243,904 Common stock warrants 1,250,000 Preferred stock warrants 774,527 Total 281,048,112 Stock Purchase Warrants In March 2020, the Company entered into an equipment financing agreement to fund the acquisition of specific and eligible equipment. The financing agreement provides the Company access to borrow up to $4,500,000. (See Note 9). In conjunction with the equipment financing agreement, a stock purchase warrant was also issued to the lender, which allows for the purchase of 774,527 Stock in a subsequent round of financing) equal to $225,000 divided by the price per share in the applicable round of financing. Under the warrant agreement, the lender is also provided certain rights to invest up to an additional $250,000 in the Company’s equity or convertible debt issued in certain future offerings. The stock warrant expires on March Other Warrants On January -month On December -measured -Scholes-Merton December 30, 2019 January 1, Expected term (in years) 7.00 8.00 Risk-free interest rate 1.81 % 2.59 % Expected volatility 32.97 % 27.72 % Dividend yield 0.00 % 0.00 % Stock Incentive Plan In May 2018, the Board of Directors of Momentus Inc. approved the 2018 Stock Plan (the “Initial Plan”) that allowed for granting of incentive and non -qualified In February and March 2020, the Board approved an amendment and restatement to the New 2018 Stock Plan (the “Amended Plan and Restated 2018 Stock Plan”), and further amendments thereto that increased the number of shares that may be issued thereunder to 37,006,537 plus any additional shares, capped at 11,650,000, subject to awards outstanding as of October Option Outside of Stock Plan The Company issued one option outside of the Plans in November 2019 exercisable into 545,454 -Scholes-Merton -pricing 2019 Expected term (in years) 5.00 Risk-free interest rate 1.62 % Expected volatility 35.30 % Dividend yield 0.00 % There was no intrinsic value as the exercise price of the option was greater than the fair value of the Class A common stock. The option is fully exercisable as of December Options and RSAs Under Stock Plans Options issued under the Plans generally vest based on continuous service provided by the option holder over a four -year -line -year Shares Options Non-Plan Total Weighted- Weighted- Aggregate Outstanding as of December 31, 2018 19,325,958 9,500,000 — 9,500,000 $ — 9.41 $ 375,000 Authorized for issuance 4,430,579 — — — — Granted (15,098,969 ) 15,098,969 545,454 15,644,423 0.06 Outstanding as of December 31, 2019 8,657,568 24,598,969 545,454 25,144,423 0.04 9.12 681,779 Authorized for issuance 13,250,000 — Granted (15,137,861 ) 15,137,861 — 15,137,861 0.07 Vested exercised — (2,904,347 ) — (2,904,347 ) 0.03 Forfeitures 7,474,197 (7,474,197 ) — (7,474,197 ) 0.06 Outstanding as of December 31, 2020 14,243,904 29,358,286 545,454 29,903,740 $ 0.05 8.49 $ 130,563,848 Exercisable as of December 31, 2020 12,697,969 $ 0.04 8.09 $ 55,573,549 Vested and expected to vest as of December 31, 2020 29,903,740 $ 0.05 8.49 $ 130,563,848 Stock -based Year Ended December 31, 2020 2019 Research and development expenses $ 183,420 $ 39,153 Selling, general and administrative expenses 2,581,371 25,869 $ 2,764,791 $ 65,022 As of December -average The assumptions used under the Black -Scholes-Merton -pricing Year Ended December 31, 2020 2019 Expected term (in years) 5.03 – 6.23 5.85 – 6.08 Risk-free interest rate 0.27% – 1.36% 2.45% – 2.54% Expected volatility 34.00% – 51.78% 31.20% – 31.53% Dividend yield 0.00% 0.00% Fair value on grant date $0.08 – $1.16 $0.02 The Company utilized independent third -party -Scholes Restricted Stock Awards RSAs issued under the Plans generally vest based on continuous service provided by the restricted stockholder over a four -year -line -year The following table sets forth the summary of RSA activity for the years ended December Restricted Weighted Weighted Average Balance, December 31, 2018 1,625,000 $ 0.01 2.57 Vested (787,500 ) 0.01 Balance, December 31, 2019 837,500 0.01 1.91 Vested (660,416 ) 0.01 Balance, December 31, 2020 177,084 $ 0.01 0.70 Common Stock purchased under the Plans are subject to certain restrictions and repurchase rights, including the right of first refusal by the Company for sale or transfer on new shares to outside parties and other restrictions on transfers and secondary market transactions. Repurchases of Common Stock are at zero cost. As of December -based Year Ended December 31, 2020 2019 Research and development expenses $ 4,099 $ 5,373 Selling, general and administrative expenses 2,273 2,491 $ 6,372 $ 7,864 As of December -average Stock Option Modifications On March -free -measured On June Compensation expense related to the above modifications was recorded in the accompanying statements of operations. Compensation expense totaling $9,845 was recorded in research and development expenses, and compensation expense totaling $2,970 was recorded in selling, general and administrative expenses. On August On September -month -free -measured -month On October 401(k) Plan The Company has established a 401(k) plan which covers all employees. Participants may make voluntary contributions to the plan subject to IRS limitation. The Company does not provide a matching contribution. |
Stable Road Acquisition Corp [Member] | ||
Stockholders' Equity and Stock-based Compensation [Line Items] | ||
Stockholders’ Equity and Stock-based Compensation | NOTE 7. STOCKHOLDERS’ EQUITY Preferred Stock Common Stock Class A Common Stock Class B Common Stock Holders of Class A common stock and Class B common stock will vote together as a single class on all matters submitted to a vote of stockholders except as required by law. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of a Business Combination on a one -for-one -linked Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as -converted -linked -linked -equivalent | NOTE 7. STOCKHOLDERS’ EQUITY Preferred Stock Class A Common Stock Class B Common Stock Holders of Class A common stock and Class B common stock will vote together as a single class on all matters submitted to a vote of stockholders except as required by law. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of a Business Combination on a one -for-one -linked -converted -linked -linked -equivalent |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Commitments and Contingencies [Line Items] | ||
Commitments and Contingencies | Note 11. Commitments and Contingencies Legal Proceedings From time to time, we may be subject to various claims, lawsuits, and other legal and administrative proceedings that may arise in the ordinary course of business. Some of these claims, lawsuits, and other proceedings may range in complexity and result in substantial uncertainty; it is possible that they may result in damages, fines, penalties, non -monetary On July SEC Investigation and CFIUS Review On January -4 Contingencies, In February 2021, the Company and the Company’s co -founder On June The Company had incurred legal expenses of approximately $3.5 SRAC Indemnity On June Co-Founder Divestment The Company evaluated the additional consideration to be paid as a liability under ASC 480 utilizing a probability -weighted -Founders -Founder | Note 11. Commitments and Contingencies Legal Proceedings From time to time, the Company may become subject to legal proceedings, claims and litigation arising in the ordinary course of business. The Company is not currently a party to any legal proceedings, nor is it aware of any pending or threatened litigation, that would have a material adverse effect on the Company’s business, operating results, cash flows, or financing condition should such litigation be resolved unfavorably. |
Stable Road Acquisition Corp [Member] | ||
Commitments and Contingencies [Line Items] | ||
Commitments and Contingencies | NOTE 6. COMMITMENTS AND CONTINGENCIES Risks and Uncertainties On July 13, 2021, the SEC announced charges against the Company, which resulted in a settlement with the SEC for $1 million. This amount was accrued for within the Company’s accompanying condensed consolidated balance sheet (see Note 10). Management continues to evaluate the impact of the COVID -19 Registration Rights Pursuant to a registration rights agreement entered into on November -back Underwriting Agreement The underwriter was paid a cash underwriting discount of $3,450,000, or $0.20 per Unit of the gross proceeds from the Units sold in the Initial Public Offering. In addition, the underwriter is entitled to a deferred fee of $0.40 per Unit of the gross proceeds from the Units sold in the Initial Public Offering, or $6,900,000 in the aggregate. The deferred fee will become payable to the underwriter from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. | NOTE 6. COMMITMENTS AND CONTINGENCIES Risks and Uncertainties Management continues to evaluate the impact of the COVID -19 Registration Rights Pursuant to a registration rights agreement entered into on November of the Placement Warrants and any shares of Class A common stock and warrants (and underlying Class A common stock) that may be issued upon conversion of the units issued as part of the Working Capital Loans and Class A common stock issuable upon conversion of the Founder Shares, are entitled to registration rights, requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to Class A common stock). The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy -back Underwriting Agreement The underwriter was paid a cash underwriting discount of $3,450,000, or $0.20 per Unit of the gross proceeds from the Units sold in the Initial Public Offering. In addition, the underwriter is entitled to a deferred fee of $0.40 per Unit of the gross proceeds from the Units sold in the Initial Public Offering, or $6,900,000 in the aggregate. The deferred fee will become payable to the underwriter from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Legal Proceedings On December -cv-10193 -4 In January 2021, the SEC’s Division of Enforcement informed the Company that it was investigating certain disclosures made in filings with the SEC, including in connection with the Proposed Transaction. The Company is fully cooperating with the SEC’s investigation. The Company believes the outcome of these matters cannot be determined at this time. |
Income Taxes
Income Taxes | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Income Taxes [Line Items] | ||
Income Taxes | Note 12. Income Taxes The Company’s effective tax rate for the six months ended June 30, 2021 and 2020 was zero percent. The effective tax rate may vary significantly from period to period and can be influenced by many factors. These factors include, but are not limited to, changes to the statutory rates in the jurisdictions where the Company has operations and changes in the valuation of deferred tax assets and liabilities. The difference between the effective tax rate and the federal statutory rate of 21% primarily relates to certain nondeductible items, state and local income taxes and a full valuation allowance for deferred tax assets. | Note 12. Income Taxes The Company accounts for income taxes in accordance with authoritative guidance, which requires the use of the asset and liability method. Under this method, deferred income tax assets and liabilities are determined based upon the difference between the financial statement carrying amounts and the tax basis of assets and liabilities and are measured using the enacted tax rate expected to apply to taxable income in the years in which the differences are expected to be reversed. The following table presents the components of pre -tax 2020 2019 US $ (307,027,145 ) $ (15,754,427 ) Total $ (307,027,145 ) $ (15,754,427 ) The following are the components of the provision for income taxes for the years ended: 2020 2019 Current: State $ 800 $ 800 Income tax provision $ 800 $ 800 The following is a reconciliation of the statutory federal income tax rate to the Company’s effective tax rate for the years ended: 2020 2019 Statutory tax rate 21.00 % 21.00 % State taxes, net of federal benefit 1.03 8.44 Research and development credits 0.35 4.53 Non-deductible expenses (18.43 ) (1.92 ) Valuation allowance (3.86 ) (30.92 ) Uncertain tax positions (0.09 ) — Other — (1.13 ) Effective tax rate 0 % 0 % Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The following table presents the significant components of the Company’s deferred tax assets and liabilities as of the dates presented: December 31, December 31, Deferred tax assets: Start-up and organization costs $ 4,280,464 $ 1,624,196 Accrued expenses and reserves 503,840 — Stock-based compensation 170,770 5,072 Tax credit carryforwards 2,340,468 937,893 Net operating loss 8,811,628 3,178,391 Property and equipment 288,656 132,878 Intangible assets 14,386 5,041 Capitalized R&D costs 566,973 — Operating lease obligations 91,271 — Warrants 888,975 — Other — 142,012 Total deferred tax assets before valuation allowance 17,957,431 6,025,483 Valuation allowance (17,868,548 ) (6,025,483 ) Total deferred tax assets 88,883 — Deferred tax liabilities: Operating lease right-of-use assets (88,439 ) — Other (444 ) — Total deferred tax liabilities (88,883 ) — Net deferred tax assets $ — $ — In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. As a result of a history of taxable losses and uncertainties as to future profitability, the Company recorded a full valuation allowance against its deferred tax assets. The valuation allowance for the year ended December As of December ASC Topic No. 740 -10 Gross Unrecognized Tax Benefits Balance at December 31, 2019 $ 312,631 Increases related to prior tax positions — Increases related to current tax positions 467,526 Balance at December 31, 2020 $ 780,157 The Company’s policy is to record estimated interest and penalties related to the underpayment of income taxes or unrecognized tax benefits as a component of its income tax provision. The Company has not recorded any interest or penalties related to unrecognized tax benefits through December In the normal course of business, the Company is subject to examination by federal and state jurisdictions where applicable based on the statute of limitations that apply in each jurisdiction. The tax return years 2017, 2018, 2019 and 2020 remain open to examination. The Company is not currently under audit by the taxing jurisdictions to which the Company is subject. The Company does not anticipate any material change in its unrecognized tax benefits in the next 12 The Company is in start -up The Company adopted Accounting Standards Update (“ASU”) 2016 -02 |
Stable Road Acquisition Corp [Member] | ||
Income Taxes [Line Items] | ||
Income Taxes | NOTE 9. INCOME TAX The Company did not have any significant deferred tax assets or liabilities as of December The Company’s net deferred tax assets are as follows: December 31, 2020 2019 Deferred tax asset Organizational costs/Startup expenses $ 763,877 $ 24,483 Total deferred tax asset 763,877 24,483 Valuation allowance (763,877 ) (24,483 ) Deferred tax asset, net of allowance $ — $ — The income tax provision consists of the following: December 31, 2020 2019 Federal Current $ 178,866 $ 47,567 Deferred (739,394 ) (24,483 ) State Current $ — $ — Deferred — — Change in valuation allowance 739,394 24,483 Income tax provision $ 178,866 $ 47,567 As of December In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the year ended December A reconciliation of the federal income tax rate to the Company’s effective tax rate at for the year ended December December 31, 2020 2019 Statutory federal income tax rate 21.0 % 21.0 % Change in fair value of warrant liability (19.7 )% (23.9 )% Transaction costs allocable to warrant liabilities — 3.3 % Change in valuation allowance (1.7 )% 0.5 % Income tax provision (0.4 )% 0.9 % The Company files income tax returns in the U.S. federal jurisdiction in various state and local jurisdictions and is subject to examination by the various taxing authorities. |
Related Party Transactions
Related Party Transactions | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Related Party Transactions [Line Items] | ||
Related Party Transactions | Note 13. Related Party Transactions The Company entered into a consulting and technology development agreement with an entity in which the Company’s former CEO has a material interest. Payments made to the entity totaled $101,910 and $393,260 for the three and six months ended June 30, 2020, respectively. There were no payments to the entity during the six months ended June 30, 2021. In March 2020, Brainyspace LLC, an entity affiliated with Lev Khasis, a co -founder -hires -Business -hire | Note 13. Related Party Transactions The Company paid $187,500 in consulting fees to its former Chief Executive Officer (CEO) for the year ended December For the year ended December The Company entered into a consulting and technology development agreement with an entity in which the Company’s former CEO has a material interest. Payments made to the entity totaled $502,117 for the year ended December In March 2020, a related entity of a co -founder -hires -founder -founder -Business |
Stable Road Acquisition Corp [Member] | ||
Related Party Transactions [Line Items] | ||
Related Party Transactions | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares In June 2019, the Sponsor purchased 4,312,500 shares (the “Founder Shares”) of the Company’s Class B common stock for an aggregate price of $25,000. The Founder Shares will automatically convert into shares of Class A common stock at the time of a Business Combination, or earlier at the option of the holders, on a one -for-one The Founder Shares included up to 562,500 shares subject to forfeiture to the extent that the underwriter’s over -allotment -converted -allotment The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the last sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -trading On July Related Party Loans On June -interest Promissory Notes On February -interest-bearing -interest-bearing In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into units upon consummation of the Business Combination at a price of $10.00 per unit. The units would be identical to the Placement Units. There were no outstanding borrowings under the Working Capital Loans as of June Administrative Support Agreement The Company entered into an agreement whereby, commencing on November | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares In June 2019, the Sponsor purchased 4,312,500 -for-one The Founder Shares included up to 562,500 -allotment -converted -allotment The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the last sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -trading Administrative Support Agreement The Company entered into an agreement whereby, commencing on November Related Party Loans On June -interest In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into units upon consummation of the Business Combination at a price of $10.00 per unit. The units would be identical to the Placement Units. There were no outstanding borrowings under the Working Capital Loans as of December |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2021 | |
Subsequents Events [Abstract] | |
Subsequent Events | Note 14. Subsequent Events Management of the Company has evaluated the impact of subsequent events through the date the condensed financial statements were available for issuance. SEC Settlement On July -based -based According to the SEC’s settled order Momentus and Mr. -thermal -launch repeated Momentus’ misleading statements in public filings associated with the Business Combination and failed its due diligence obligations to investors. According to the order, while SRAC claimed to have conducted extensive due diligence of Momentus, it never reviewed the results of Momentus’ in -space Without admitting or denying the SEC’s findings, Momentus, SRAC, Mr. In addition, pursuant to the SEC’s settled order described above, which was announced on July -NI Putative Class Action Lawsuits On July Jensen v. Stable Road Acquisition Corp., et al., -cv-05744 Hall v. Stable Road Acquisition Corp., et al. -cv-05943 Depoy v. Stable Road Acquisition Corp., et al., No. 2:21 -cv-06287 Jensen, Hall and Depoy Business Combination Stockholder Vote On August As the cash proceeds from the Business Combination were at least $100,000,000 but less than $250,000,000, the Combined Company is required to pay, out of funds legally available therefor, an aggregate of $40 -Founders |
Subsequent Events_2
Subsequent Events | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Subsequent Events [Line Items] | ||
Subsequent Events | Note 14. Subsequent Events On January -founder -termination In January 2021, the Company commenced a new lease at a new location in San Jose, California. The lease expires in February 2028. The Company is obligated to pay approximately $11 On February The LSA provides for a 12% annual interest rate, monthly payment of interest only for the first 12 In conjunction with the LSA, the lender will receive warrants for preferred stock equal to up to 1% of the Company’s fully diluted capitalization (including allowance for conversion of all outstanding convertible notes, SAFE notes and such warrants). The warrants are earned and vest 80% upon signing of the agreement, 10% upon qualification for the incremental $15,000,000 growth capital term loan and 10% upon the Company’s utilizing such incremental growth capital term loan. The exercise price of the warrants is an aggregate of $1,000. In addition, the lender will have certain rights to participate in future private equity offerings (including convertible notes or bridge financings) of the Company. Management of the Company has evaluated the impact of subsequent events through February | NOTE 11. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the consolidated financial statements were issued. Based upon this review, other than as described below and in Note In February 2021, Stable Road Capital LLC and DIBALYD Investments, an affiliate of Nala Investments, each loaned $300,000 to the Company pursuant to non -interest |
Stable Road Acquisition Corp [Member] | ||
Subsequent Events [Line Items] | ||
Subsequent Events | NOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed consolidated financial statements were issued. Based upon this review, other than described below, the Company did not identify subsequent events that would have required adjustment or disclosure in the condensed consolidated financial statements. SEC Settlement On July 13, 2021, the SEC announced charges against the Company, Momentus, and Momentus’s founder and former CEO, Mikhail Kokorich, for misleading claims about Momentus’s technology and about the U.S. government’s national security concerns about Mr. Kokorich. The SEC’s settled order finds that Momentus and Mr. Kokorich knowingly or recklessly made misrepresentations of material fact and misleading omissions in violation of antifraud provisions of U.S. federal securities laws, and that the Company negligently made misrepresentations of material fact and misleading omissions in violation of antifraud provisions of U.S. federal securities laws, as well as related reporting and proxy solicitation provisions. The SEC also announced charges against the Sponsor and Brian Kabot, finding that Mr. Kabot negligently violated provisions of U.S. federal securities laws related to proxy solicitations and that Mr. Kabot and the Sponsor caused the Company’s violation of negligence -based Without admitting or denying the SEC’s findings, Momentus, the Company, Mr. Kabot, and the Sponsor consented to an order requiring them to cease and desist from future violations. Momentus will pay a civil penalty of $7.0 million, the Company will pay a civil penalty of $1.0 million, and Mr. Kabot will pay a civil penalty of $40,000. Momentus and the Company have also agreed to provide PIPE investors with the right to terminate their Subscription Agreements prior to the stockholder vote to approve the Proposed Transaction; the Sponsor has agreed to relinquish 250,000 founders’ shares it would otherwise have received upon consummation of the Proposed Transaction; and Momentus has agreed to undertakings requiring enhancements to its disclosure controls, including the creation of an independent board committee and retention of an internal compliance consultant for a period of two years. The $1.0 million civil penalty is included in accounts payable and accrued expenses within the accompanying condensed consolidated balance sheets as of June Stockholder Litigation and Demands On December Wallace v. Stable Road Acquisition Corp., et al. -cv-10193 Ciccotelli v. Stable Road Acquisition Corp., et al. On July 15, 2021, a purported stockholder of the Company filed a putative class action complaint against the Company, the Sponsor, Brian Kabot, James Norris, Momentus, and Mikhail Kokorich in the United States District Court for the Central District of California, in a case captioned Jensen v. Stable Road Acquisition Corp., et al., No. 2:21 -cv-05744 Hall v. Stable Road Acquisition Corp., et al. -cv-05943 Depoy v. Stable Road Acquisition Corp., et al. -cv-06287 On July |
Description of Organization and
Description of Organization and Business Operations | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Stable Road Acquisition Corp [Member] | ||
Description of Organization and Business Operations [Line Items] | ||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Stable Road Acquisition Corp. (the “Company” or “SRAC”) is a blank check company incorporated in Delaware on May The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. The Company has two subsidiaries, Project Marvel First Merger Sub, Inc., a wholly -owned -owned As of June -operating The registration statement for the Company’s Initial Public Offering was declared effective on November -allotment Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 545,000 units (the “Placement Units”) at a price of $10.00 per Placement Unit in a private placement to SRC -NI Transaction costs amounted to $10,924,857, consisting of $3,450,000 of underwriting fees, $6,900,000 of deferred underwriting fees and $574,857 of other offering costs. Following the closing of the Initial Public Offering on November -ended -7 The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on interest earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. The Company will only complete a Business Combination if the post -transaction The Company will provide holders of the outstanding Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account ($10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations, less up to $100,000 of interest to pay dissolution expenses). The per -share The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 either immediately prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Company’s Sponsor has agreed to vote its Founder Shares (as defined in Note 5), Placement Shares (as defined in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The Sponsor has agreed (a) to waive its redemption rights with respect to its Founder Shares, Placement Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Certificate of Incorporation (i) that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination or (ii) with respect to any other provision relating to stockholders’ rights or pre -business The Company will have until August a per -share The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares and (along with Cantor) Placement Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriter has agreed to waive its rights to its deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets less taxes payable. This liability will not apply with respect to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) or to any claims under the Company’s indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. The Company’s independent registered public accounting firm and the underwriter of the Initial Public Offering will not execute agreements with the Company waiving such claims to the monies held in the Trust Account. Proposed Business Combination with Momentus Inc. On October -owned -owned Pursuant to the Merger Agreement, the aggregate merger consideration payable to the equityholders of Momentus will be paid in equity consideration equal to $566,600,000, minus Momentus’ indebtedness for borrowed money as of the closing of the Mergers (the “Closing”), plus the amount of Momentus’ cash and cash equivalents (excluding restricted cash as determined in accordance with GAAP, any cash being held on behalf of Momentus’ customers and any security deposits for leases) as of the Closing, plus the aggregate exercise price of all outstanding options and warrants (the “Merger Consideration”). The Merger Consideration payable to the stockholders of Momentus will be paid in shares of newly issued Class A common stock of SRAC, with a deemed value of $10 per share. In addition, SRAC will pay off, or cause to be paid off, on behalf of Momentus and in connection with the Closing, Momentus’ outstanding indebtedness for borrowed money. In connection with the Proposed Transaction, each share of Momentus’ capital stock (subject to limited exceptions) will be cancelled and automatically deemed for all purposes to represent the right to receive a portion of the Merger Consideration in accordance with Momentus’ organizational documents. In addition, the Merger Consideration that is paid with respect to any shares of Momentus’ capital stock that is subject to any vesting restrictions or other conditions shall continue to be subject to such vesting restrictions and conditions after the Closing. Each option of Momentus that is outstanding and unexercised immediately prior to the Closing (whether vested or unvested) will be automatically assumed by SRAC and converted into an option to acquire an adjusted number of shares of Class A common stock at an adjusted exercise price per share and will continue to be governed by substantially the same terms and conditions (including vesting and exercisability terms) as were applicable to the corresponding former option. Each warrant to purchase shares of capital stock of Momentus that is outstanding and unexercised immediately prior to the Closing will be automatically converted into a warrant to acquire an adjusted number of shares of Class A common stock at an adjusted exercise price per share and will continue to be governed by substantially the same terms and conditions (including applicable vesting conditions) as were applicable to the corresponding former warrant. Consummation of the Proposed Transaction is subject to customary closing conditions for special purpose acquisition companies, including the following conditions to each party’s obligations, among others: (a) approval by SRAC’s stockholders and Momentus’ stockholders, (b) SRAC having at least $5,000,001 of net tangible assets as of the effective time of the consummation of the Mergers, and (c) the approval of the listing of the shares of Class A common stock to be issued in connection with the Closing on The Nasdaq Stock Market LLC and the effectiveness of a Registration Statement on Form S -4 On October Concurrently with the execution of the Merger Agreement, an investor of Momentus, the Company and Momentus entered into a repurchase agreement (the “Repurchase Agreement”) pursuant to which, amongst other things, the Company has agreed to repurchase a certain number of shares of Class A common stock from an investor of Momentus, at a purchase price of $10.00 per share, immediately following the Closing (the “Repurchase”). The contemplated Repurchase was terminated pursuant to the June The Company filed a Form 8 -K Going Concern In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014 -15 | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Stable Road Acquisition Corp. (the “Company” or “SRAC”) was incorporated in Delaware on May The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. The Company has two subsidiaries, Project Marvel First Merger Sub, Inc., a wholly -owned -owned As of December -operating The registration statement for the Company’s Initial Public Offering was declared effective on November -allotment Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 545,000 units (the “Placement Units”) at a price of $10.00 per Placement Unit in a private placement to SRC -NI Transaction costs amounted to $10,924,857, consisting of $3,450,000 of underwriting fees, $6,900,000 of deferred underwriting fees and $574,857 of other offering costs. Following the closing of the Initial Public Offering on November -ended -7 The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on interest earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. The Company will only complete a Business Combination if the post -transaction The Company will provide holders of the outstanding Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account ($10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations, less up to $100,000 of interest to pay dissolution expenses). The per -share The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 either immediately prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Company’s Sponsor has agreed to vote its Founder Shares (as defined in Note 5), Placement Shares (as defined in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The Sponsor has agreed (a) to waive its redemption rights with respect to its Founder Shares, Placement Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Certificate of Incorporation (i) that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination or (ii) with respect to any other provision relating to stockholders’ rights or pre -business The Company will have until August -share as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares and (along with Cantor) Placement Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriter has agreed to waive its rights to its deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets less taxes payable. This liability will not apply with respect to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) or to any claims under the Company’s indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. The Company’s independent registered public accounting firm and the underwriter of the Initial Public Offering will not execute agreements with the Company waiving such claims to the monies held in the Trust Account. Proposed Business Combination with Momentus Inc. On October -owned -owned Pursuant to the Merger Agreement, the aggregate merger consideration payable to the equityholders of Momentus will be paid in equity consideration equal to $1,131,000,000, minus Momentus’ indebtedness for borrowed money as of the closing of the Mergers (the “Closing”), plus the amount of Momentus’ cash and cash equivalents (excluding restricted cash as determined in accordance with GAAP, any cash being held on behalf of Momentus’ customers and any security deposits for leases) as of the Closing, plus the aggregate exercise price of all outstanding options and warrants (the “Merger Consideration”). The Merger Consideration payable to the stockholders of Momentus will be paid in shares of newly issued Class A common stock of SRAC, with a deemed value of $10 per share. In addition, SRAC will pay off, or cause to be paid off, on behalf of Momentus and in connection with the Closing, Momentus’ outstanding indebtedness for borrowed money. In connection with the Proposed Transaction, each share of Momentus’ capital stock (subject to limited exceptions) will be cancelled and automatically deemed for all purposes to represent the right to receive a portion of the Merger Consideration in accordance with Momentus’ organizational documents. In addition, the Merger Consideration that is paid with respect to any shares of Momentus’ capital stock that is subject to any vesting restrictions or other conditions shall continue to be subject to such vesting restrictions and conditions after the Closing. Each option of Momentus that is outstanding and unexercised immediately prior to the Closing (whether vested or unvested) will be automatically assumed by SRAC and converted into an option to acquire an adjusted number of shares of Class A common stock at an adjusted exercise price per share and will continue to be governed by substantially the same terms and conditions (including vesting and exercisability terms) as were applicable to the corresponding former option. Each warrant to purchase shares of capital stock of Momentus that is outstanding and unexercised immediately prior to the Closing will be automatically converted into a warrant to acquire an adjusted number of shares of Class A common stock at an adjusted exercise price per share and will continue to be governed by substantially the same terms and conditions (including applicable vesting conditions) as were applicable to the corresponding former warrant. Consummation of the Proposed Transaction is subject to customary closing conditions for special purpose acquisition companies, including the following conditions to each party’s obligations, among others: (a) approval by SRAC’s stockholders and Momentus’ stockholders, (b) SRAC having at least $5,000,001 of net tangible assets as of the effective time of the consummation of the Mergers, and (c) the approval of the listing of the shares of Class A common stock to be issued in connection with the Closing on The Nasdaq Stock Market LLC and the effectiveness of a Registration Statement on Form S -4 On October Concurrently with the execution of the Merger Agreement, an investor in Momentus, the Company and Momentus entered into a repurchase agreement (the “Repurchase Agreement”) pursuant to which, among other things, the Company has agreed to repurchase a certain number of shares of Class A common stock from an investor in Momentus, at a purchase price of $10.00 per share, immediately following the Closing (the “Repurchase”). The Repurchase is contingent on the amount of available cash the Company has at the Closing from (a) the Private Placement (and any alternative financing arranged by the Company and Momentus in the event the Private Placement becomes unavailable) and (b) the funds in the Company’s trust account (after taking into account payments required to satisfy SRAC’s stockholder redemptions), after further deducting the amount of the Company’s transaction expenses and Momentus’ transaction expenses (“ Net Proceeds divided by number of shares of Class A common stock subject to the Repurchase will be equal to $30,000,000, divided by Going Concern In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014 -15 |
Initial Public Offering
Initial Public Offering | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Stable Road Acquisition Corp [Member] | ||
Initial Public Offering [Line Items] | ||
INITIAL PUBLIC OFFERING | NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 17,250,000 Units, which includes the full exercise by the underwriter of its option to purchase an additional 2,250,000 Units at $10.00 per Unit. Each Unit consists of one share of Class A common stock and one -half | NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 17,250,000 Units, which includes the full exercise by the underwriter of its option to purchase an additional 2,250,000 Units at $10.00 per Unit. Each Unit consists of one share of Class A common stock and one -half |
Private Placement
Private Placement | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Stable Road Acquisition Corp [Member] | ||
Private Placement [Line Items] | ||
PRIVATE PLACEMENT | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor and Cantor purchased an aggregate of 545,000 Placement Units at a price of $10.00 per Placement Unit, for an aggregate purchase price of $5,450,000. Each Placement Unit consists of one share of Class A common stock (“Placement Share”) and one -half | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor and Cantor purchased an aggregate of 545,000 Placement Units at a price of $10.00 per Placement Unit, for an aggregate purchase price of $5,450,000. Each Placement Unit consists of one share of Class A common stock (“Placement Share”) and one -half |
Warrant Liabilities
Warrant Liabilities | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Stable Road Acquisition Corp [Member] | ||
Warrant Liabilities [Line Items] | ||
WARRANT LIABILITIES | NOTE 8. WARRANT LIABILITIES At June The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue shares of Class A common stock upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, the Company will use its best efforts to file with the SEC a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants, to cause such registration statement to become effective and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60 th Notwithstanding the foregoing, if a registration statement covering the Class A common stock issuable upon exercise of the warrants is not effective within a specified period following the consummation of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. Once the warrants become exercisable, the Company may redeem the Public Warrants: • • • • -trading If and when the warrants become redeemable by the Company, the Company may not exercise its redemption right if the issuance of shares of common stock upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or the Company is unable to effect such registration or qualification. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. In addition, if (x) the Company issues additional shares of Class A common stock or equity -linked The Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Placement Warrants and the Class A common stock issuable upon the exercise of the Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Placement Warrants will be exercisable on a cashless basis and be non -redeemable | NOTE 8. WARRANTS Warrants The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue shares of Class A common stock upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, the Company will use its best efforts to file with the SEC a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants, to cause such registration statement to become effective and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60 th Notwithstanding the foregoing, if a registration statement covering the Class A common stock issuable upon exercise of the warrants is not effective within a specified period following the consummation of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. Once the warrants become exercisable, the Company may redeem the Public Warrants: • • • • -trading If and when the warrants become redeemable by the Company, the Company may not exercise its redemption right if the issuance of shares of common stock upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or the Company is unable to effect such registration or qualification. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. In addition, if (x) the Company issues additional shares of Class A common stock or equity -linked The Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Placement Warrants and the Class A common stock issuable upon the exercise of the Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Placement Warrants will be exercisable on a cashless basis and be non -redeemable |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Stable Road Acquisition Corp [Member] | ||
Fair Value Measurements [Line Items] | ||
FAIR VALUE MEASUREMENTS | NOTE 9. FAIR VALUE MEASUREMENTS The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The Company classifies its U.S. Treasury and equivalent securities as held -to-maturity -to-maturity -to-maturity At June At December The gross holding gains and fair value of held -to-maturity Held-To-Maturity Amortized Gross Fair Value December 31, 2020 U.S.Treasury Securities $ 173,107,113 $ 1,887 $ 173,109,000 The following tables present information about the Company’s liabilities that are measured at fair value on a recurring basis at June Quoted Prices in Description Level June 30, Assets: Marketable securities held in Trust Account – U.S. Treasury Securities Money Market Fund 1 $ 172,748,233 Level June 30, December 31, 2020 Liabilities: Warrant Liability – Public Warrants 1 36,225,000 45,625,388 Warrant Liability – Private Placement Warrants 3 1,228,975 2,452,500 The Company established the initial fair value for the Warrants on November -Scholes -Acquisition -third The key inputs into the Black -Scholes Input June 30, December 31, 2020 Risk-free interest rate 0.89 % 1.73 % Holding period (years) 5.12 5.25 Volatility 25.00 % 25.00 % Exercise price $ 11.50 $ 11.50 Underlying value $ 13.97 $ 9.50 On June The table below presents the change in fair value of Private Placement Warrants measured using Level 3 inputs for the six months ended June Private Placement Fair value as of December 31, 2020 $ 2,452,500 Change in valuation inputs or other assumptions (1,223,525 ) Fair value as of June 30, 2021 $ 1,228,975 Level 3 financial liabilities consist of the Private Placement Warrant liability for which there is no current market such that the determination of fair value requires significant judgment or estimation. Changes in fair value measurements categorized within Level 3 of the fair value hierarchy are analyzed each period based on changes in estimates or assumptions and recorded as appropriate. | NOTE 10. FAIR VALUE MEASUREMENTS The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The Company classifies its U.S. Treasury and equivalent securities as held -to-maturity -to-maturity -to-maturity At December At December The following tables present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December -to-maturity Held-To-Maturity Level Amortized Gross Fair Value December 31, 2020 U.S. Treasury Securities 1 $ 173,107,113 $ 1,887 $ 173,109,000 December 31, 2019 U.S. Treasury Securities 1 $ 172,845,138 $ 13,410 $ 172,858,548 Liabilities: Level December 31, December 31, Warrant Liability – Public Warrants 1 45,625,388 7,331,250 Warrant Liability – Private Placement Warrants 3 2,452,500 525,925 The Warrants were accounted for as liabilities in accordance with ASC 815 -40 Initial Measurement The Company established the initial fair value for the Warrants on November -Scholes -Acquisition -third The key inputs into the Black -Scholes Input November 13, Risk-free interest rate 1.73 % Holding period (years) 5.25 Volatility 25.00 % Exercise price $ 11.50 Underlying value $ 9.50 The key inputs into the Post -Acquisition Input November 13, Risk-free interest rate 1.73 % Holding period (days) 1,260 Volatility 25.00 % Warrant redemption price $ 18.00 On November Subsequent Measurement The Warrants are measured at fair value on a recurring basis. The subsequent measurement of the Public Warrants as of December The key inputs into the Black -Scholes Input December 31, December 31, Risk-free interest rate 0.31 % 1.74 % Holding period (years) 5.25 5.25 Volatility 25.00 % 25.00 % Exercise price $ 11.50 $ 11.50 Underlying value $ 10.08 $ 9.96 As of December As of December The table below presents the Public and Private Warrants at Level 3 from initial measurement to December Private Public Warrant Fair value – May 28, 2019 $ — $ — $ — Initial measurement on November 13, 2019 (IPO) 455,075 13,541,250 13,996,325 Change in fair value 70,850 (6,210,000 ) (6,139,150 ) Transfers out of Level 3 — (7,331,250 ) (7,331,250 ) Fair value as of December 31, 2019 $ 525,925 $ — $ 525,925 Change in fair value 1,926,575 — 1,926,575 Fair value as of December 31, 2020 $ 2,452,500 $ — $ 2,452,500 Due to the use of quoted prices in an active market (Level 1) to measure the fair value of the Public Warrants, the Company had transfers out of Level 3 totaling $7,331,250, which represents the fair value of the warrants as of December Level 3 financial liabilities consist of the Private Placement Warrant liability for which there is no current market for these securities such that the determination of fair value requires significant judgment or estimation. Changes in categorization within the fair value hierarchy are recognized at the end of each reporting period based on changes in estimates or assumptions and recorded as appropriate. |
Restatement of Previously Issue
Restatement of Previously Issued Consolidated Financial Statements | 12 Months Ended |
Dec. 31, 2020 | |
Stable Road Acquisition Corp [Member] | |
Restatement of Previously Issued Consolidated Financial Statements [Line Items] | |
RESTATEMENT OF PREVIOUSLY ISSUED CONSOLIDATED FINANCIAL STATEMENTS | NOTE 2. RESTATEMENT OF PREVIOUSLY ISSUED CONSOLIDATED FINANCIAL STATEMENTS The Company previously accounted for its outstanding Public Warrants (as defined in Note 4) and Private Placement Warrants issued in connection with its Initial Public Offering as components of equity instead of as derivative liabilities. The warrant agreement governing the warrants includes a provision that provides for potential changes to the settlement amounts dependent upon the characteristics of the holder of the warrant. In addition, the warrant agreement includes a provision that in the event of a tender or exchange offer made to and accepted by holders of more than 50% of the outstanding shares of a single class of common shares, all holders of the warrants would be entitled to receive cash for their warrants (the “tender offer provision”). In connection with the audit of the Company’s consolidated financial statements for the year ended December 31, 2020, the Company’s management further evaluated the warrants under Accounting Standards Codification (“ASC”) Subtopic 815 -40 -40-15 -linked -40-15 -40-15 -for-fixed -40-25 As a result of the above, the Company should have classified the warrants as derivative liabilities in its previously issued consolidated financial statements. Under this accounting treatment, the Company is required to measure the fair value of the warrants at the end of each reporting period and recognize changes in the fair value from the prior period in the Company’s operating results for the current period. The Company’s accounting for the warrants as components of equity instead of as derivative liabilities did not have any effect on the Company’s previously reported operating expenses or cash. As Adjustments As Restated Balance sheet as of November 13, 2019 (audited) Warrant Liabilities $ — $ 13,996,325 $ 13,996,325 Total Liabilities 6,902,150 13,996,325 20,898,475 Class A Common Stock Subject to Possible Redemption 162,038,390 (13,996,330 ) 148,042,060 Class A Common Stock 159 140 299 Additional Paid-in Capital 5,011,163 857,554 5,868,717 (Accumulated Deficit) Retained Earnings (11,750 ) (857,689 ) (869,439 ) Total Stockholders’ Equity 5,000,003 5 5,000,008 Number of Class A common stock subject to redemption 16,203,839 (1,399,633 ) 14,804,206 Balance sheet as of December 31, 2019 (audited) Warrant Liabilities $ — $ 7,857,175 $ 7,857,175 Total Liabilities 7,095,309 7,857,175 14,952,484 Class A Common Stock Subject to Possible Redemption 162,112,500 (7,857,180 ) 154,255,320 Class A Common Stock 158 78 236 Additional Paid-in Capital 4,937,054 (4,937,054 ) 0 (Accumulated Deficit) Retained Earnings 62,359 4,936,981 4,999,340 Total Stockholders’ Equity 5,000,002 5 5,000,004 Balance sheet as of March 31, 2020 (unaudited) Warrant Liabilities $ — $ 6,907,475 $ 6,907,475 Total Liabilities 7,240,139 6,907,475 14,147,614 Class A Common Stock Subject to Possible Redemption 162,371,970 (6,907,480 ) 155,464,490 Class A Common Stock 156 69 225 Additional Paid-in Capital 4,677,586 (4,677,586 ) 0 (Accumulated Deficit) Retained Earnings 321,830 4,677,522 4,999,352 Total Stockholders’ Equity 5,000,003 5 5,000,008 Balance sheet as of June 30, 2020 (unaudited) Warrant Liabilities $ — $ 5,721,775 $ 5,721,775 Total Liabilities 7,038,476 5,721,775 12,760,251 Class A Common Stock Subject to Possible Redemption 162,408,340 (5,721,780 ) 156,686,560 Class A Common Stock 155 57 212 Additional Paid-in Capital 4,641,217 (4,641,217 ) 0 (Accumulated Deficit) Retained Earnings 358,202 4,641,165 4,999,367 Total Stockholders’ Equity 5,000,005 5 5,000,010 Balance sheet as of September 30, 2020 (unaudited) Warrant Liabilities $ — $ 10,424,088 $ 10,424,088 Total Liabilities 6,989,141 10,424,088 17,413,229 Class A Common Stock Subject to Possible Redemption 162,243,730 (10,424,090 ) 151,819,640 Class A Common Stock 157 104 261 Additional Paid-in Capital 4,805,825 61,046 4,866,871 Accumulated Deficit) Retained Earnings 193,592 (61,148 ) 132,444 Total Stockholders’ Equity 5,000,005 2 5,000,007 As Adjustments As Restated Balance sheet as of December 31, 2020 (audited) Warrant Liabilities $ — $ 48,077,888 $ 48,077,888 Total Liabilities 9,385,896 48,077,888 57,463,784 Class A Common Stock Subject to Possible Redemption 159,347,050 (48,077,890 ) 111,269,160 Class A Common Stock 186 480 666 Additional Paid-in Capital 7,702,476 37,714,470 45,416,946 Accumulated Deficit (2,703,091 ) (37,714,948 ) (40,418,039 ) Total Stockholders’ Equity 5,000,002 2 5,000,004 Statement of operations for period from May 28, 2019 (inception) through December 31, 2019 (audited) Net income (loss) $ 62,359 $ 5,281,461 $ 5,343,820 Transaction Costs — (857,689 ) (857,689 ) Change in fair value of warrant liabilities — 6,139,150 6,139,150 Basic net loss per share, Class A and Class B non-redeemable common stock (0.03 ) 1.31 1.28 Diluted net loss per share, Class A and Class B non-redeemable common stock — 1.24 1.24 Statement of operations for the Three months ended March 31, 2020 (unaudited) Net income (loss) $ 259,471 $ 949,700 $ 1,209,171 Change in fair value of warrant liabilities — 949,700 949,700 Basic and diluted net income (loss) per share, Class A and Class B non-redeemable common stock (0.04 ) 0.20 0.16 Statement of operations for the Three months ended June 30, 2020 (unaudited) Net income (loss) $ 36,372 $ 1,185,700 $ 1,222,072 Change in fair value of warrant liabilities — 1,185,700 1,185,700 Basic and diluted net loss per share, Class A and Class B non-redeemable common stock (0.05 ) 0.24 0.19 Statement of operations for the Six months ended June 30, 2020 (unaudited) Net income (loss) $ 295,843 $ 2,135,400 $ 2,431,243 Change in fair value of warrant liabilities — 2,135,400 2,135,400 Basic and diluted net loss per share, Class A and Class B non-redeemable common stock (0.09 ) 0.44 0.35 Statement of operations for the Three months ended September 30, 2020 (unaudited) Net income (loss) $ (164,610 ) $ (4,702,313 ) $ (4,866,923 ) Change in fair value of warrant liabilities — (4,702,313 ) (4,702,313 ) Basic and diluted net loss per share, Class A and Class B non-redeemable common stock (0.04 ) (0.96 ) (1.00 ) As Adjustments As Restated Statement of operations for the Nine months ended September 30, 2020 (unaudited) Net income (loss) $ 131,233 $ (2,566,913 ) $ (2,435,680 ) Change in fair value of warrant liabilities — (2,566,913 ) (2,566,913 ) Basic and diluted net loss per share, Class A and Class B non-redeemable common stock (0.13 ) (0.53 ) (0.66 ) Statement of operations for the Year ended December 31, 2020 (audited) Net income (loss) $ (2,765,450 ) $ (40,220,713 ) $ (42,986,163 ) Change in fair value of warrant liabilities — (40,220,713 ) (40,220,713 ) Basic and diluted net loss per share, Class A and Class B non-redeemable common stock (0.72 ) (8.28 ) (9.00 ) Statements of Cash Flows for the Period ended December 31, 2019 (audited) Net income (loss) $ 62,359 $ 5,281,461 $ 5,343,820 Transaction costs allocable to warrant liabilities — 857,689 857,689 Change in fair value of warrant liabilities — (6,139,150 ) (6,139,150 ) Statements of Cash Flows for the Three months ended March 31, 2020 (unaudited) Net income (loss) $ 259,471 $ 949,700 $ 1,209,171 Change in fair value of warrant liabilities — (949,700 ) (949,700 ) Statements of Cash Flows for the Six months ended June 30, 2020 (unaudited) Net income (loss) $ 295,843 $ 2,135,400 $ 2,431,243 Change in fair value of warrant liabilities — (2,135,400 ) (2,135,400 ) Statements of Cash Flows for the Nine months ended September 30, 2020 (unaudited) Net income (loss) $ 131,233 $ (2,566,913 ) $ (2,435,680 ) Change in fair value of warrant liabilities — 2,566,913 2,566,913 Statements of Cash Flows for the Year ended December 31, 2020 (audited) Net income (loss) $ (2,765,450 ) $ (40,220,713 ) $ (42,986,163 ) Change in fair value of warrant liabilities — 40,220,713 40,220,713 |
Events (Unaudited) Subsequent t
Events (Unaudited) Subsequent to The Date of The Independent Auditor's Report | 12 Months Ended |
Dec. 31, 2020 | |
Events Unaudited Subsequent To The Date Of The Independent Auditors Report [Abstract] | |
EVENTS (UNAUDITED) SUBSEQUENT TO THE DATE OF THE INDEPENDENT AUDITOR'S REPORT | NOTE 12. EVENTS (UNAUDITED) SUBSEQUENT TO THE DATE OF THE INDEPENDENT AUDITOR’S REPORT SEC Settlement On July 13, 2021, the SEC announced charges against the Company, Momentus, and Momentus’s founder and former CEO, Mikhail Kokorich, for misleading claims about Momentus’s technology and about the U.S. government’s national security concerns about Mr. Kokorich. The SEC’s settled order finds that Momentus and Mr. Kokorich knowingly or recklessly made misrepresentations of material fact and misleading omissions in violation of antifraud provisions of U.S. federal securities laws, and that the Company negligently made misrepresentations of material fact and misleading omissions in violation of antifraud provisions of U.S. federal securities laws, as well as related reporting and proxy solicitation provisions. The SEC also announced charges against the Sponsor and Brian Kabot, finding that Mr. Kabot negligently violated provisions of U.S. federal securities laws related to proxy solicitations and that Mr. Kabot and the Sponsor caused the Company’s violation of negligence -based antifraud provisions of the federal securities laws. Without admitting or denying the SEC’s findings, Momentus, the Company, Mr. Kabot, and the Sponsor consented to an order requiring them to cease and desist from future violations. Momentus will pay a civil penalty of $7.0 million, the Company will pay a civil penalty of $1.0 million, and Mr. Kabot will pay a civil penalty of $40,000. Momentus and the Company have also agreed to provide PIPE investors with the right to terminate their Subscription Agreements prior to the stockholder vote to approve the Proposed Transaction; the Sponsor has agreed to relinquish 250,000 founders’ shares it would otherwise have received upon consummation of the Proposed Transaction; and Momentus has agreed to undertakings requiring enhancements to its disclosure controls, including the creation of an independent board committee and retention of an internal compliance consultant for a period of two years. Stockholder Lawsuit On July 15, 2021, a purported stockholder of the Company filed a putative class action complaint against the Company, the Sponsor, Brian Kabot, James Norris, Momentus, and Mikhail Kokorich in the United States District Court for the Central District of California, in a case captioned Jensen v. Stable Road Acquisition Corp., et al., No. 2:21 -cv-05744 . The complaint alleges that the defendants omitted certain material information in their public statements and disclosures regarding the Proposed Transaction, in violation of the securities laws, and seeks damages on behalf of a putative class of stockholders who purchased the Company’s stock between October 7, 2020 and July 13, 2021. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Accounting Policies, by Policy (Policies) [Line Items] | ||
Unaudited Interim Financial Information | Unaudited Interim Financial Information The accompanying interim condensed financial statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. The balance sheet as of December 31, 2020 was derived from the Company’s audited financial statements but does not include all disclosures required by GAAP for audited financial statements. Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”). The unaudited interim condensed financial statements have been prepared on the same basis as the audited financial statements. In the opinion of the Company’s management, the accompanying unaudited interim condensed financial statements contain all adjustments that are necessary to present fairly the Company’s financial position as of June 30, 2021 and December 31, 2020, the net income/loss for the three and six months ended June 30, 2021 and 2020, the stockholders’ equity for the three and six months ended June 30, 2021 and 2020, and cash flows for the six months ended June 30, 2021 and 2020. Such adjustments are of a normal and recurring nature. The results for the three and six months ended June 30, 2021 are not necessarily indicative of the results for the year ending December 31, 2021, or for any future period. These interim condensed financial statements should be read in conjunction with the audited financial statements as of and for the years ended December 31, 2020 and 2019, filed with the Securities and Exchange Commission (the “SEC”) in SRAC’s proxy statement on July 21, 2021. | |
Reclassifications | Reclassifications Certain reclassifications have been made to the prior year’s financial statements to conform to the current year’s presentation. None of the reclassifications have changed the total assets, liabilities, stockholders’ deficit, income, expenses or net losses previously reported. | |
Going Concern | Going Concern The Company has a history of operating losses and negative cash flows from operations. Management’s plans to continue as a going concern include raising additional financing, specifically through the Business Combination, and generating long term revenues through multi -year The Company may need to obtain additional funding whether through private or public equity or debt offerings or a combination thereof, and such additional funding may not be available on terms the Company finds acceptable. If the Company is unable to obtain sufficient capital to continue to advance its products and services, the Company would be forced to delay, reduce or eliminate its research and development programs and any future commercialization efforts. Accordingly, the Company has concluded there is substantial doubt about its ability to continue as a going concern within one year after the date these financial statements are issued. | Going Concern The Company has a history of operating losses and negative cash flows from operations. Management’s plans to continue as a going concern include raising additional financing, specifically through the Business Combination, and generating long term revenues through multi -year The Company will need to obtain additional funding whether through private or public equity or debt offerings or a combination thereof, and such additional funding may not be available on terms the Company finds acceptable. If the Company is unable to obtain sufficient capital to continue to advance its products and services, the Company would be forced to delay, reduce or eliminate its research and development programs and any future commercialization efforts. Accordingly, the Company has concluded there is substantial doubt about its ability to continue as a going concern within one year after the date these financial statements are issued. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts in the financial statements and accompanying notes. Management bases its estimates on historical experience and on various other factors it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Accordingly, actual results could differ from those estimates. Significant estimates inherent in the preparation of the financial statements include, but are not limited to, accounting for useful lives of property, machinery and equipment, net, accrued liabilities, income taxes including deferred tax assets and liabilities, impairment valuation and stock -based | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts in the financial statements and accompanying notes. Management bases its estimates on historical experience and on various other factors it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Accordingly, actual results could differ from those estimates. Significant estimates inherent in the preparation of the financial statements include, but are not limited to, accounting for useful lives of property, plant and equipment, net, accrued liabilities, income taxes including deferred tax assets and liabilities and impairment valuation and stock -based |
COVID-19 Pandemic | COVID-19 Pandemic As a result of the COVID -19 -19 -19 | |
Emerging Growth Company Status | Emerging Growth Company Status Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”) exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can choose not to take advantage of the extended transition period and comply with the requirements that apply to non -emerging -affiliates -Combination -convertible -year | |
Restricted Cash | Restricted Cash Restricted cash primarily represents deposited cash that is restricted by financial institutions for three purposes. $515,000 is restricted as collateral for a letter of credit issued to the Company’s landlord in accordance with the terms of a lease agreement entered into in December 2020. A portion of this restricted cash ($100,000) is classified as a current asset as it will be returned to the Company upon the completion of the Business Combination with SRAC, while the remaining $415,000 is classified as a non -current | Restricted Cash Restricted cash represents deposited cash that is restricted by a financial institution as collateral for a $515,000 letter of credit issued to our landlord in accordance with the terms of a lease agreement the Company entered into in December 2020. $100,000 of the restricted cash is classified as a current asset as it will be returned to the Company upon the completion of the Business Combination. The remaining amount of restricted cash of $415,000 is classified as a non -current |
Revenue Recognition | Revenue Recognition The Company enters into contracts for ‘last -mile -orbit -current -current The Company will recognize revenue (along with any other fees that have been paid) upon the earlier of the satisfaction of the Company’s performance obligation or when the customer cancels the contract. For the six months ended June 30, 2021, the Company recognized revenue related to a customer cancelled contract of $130,000, which was previously recorded as a contract liability and recorded $48,400 as a cost of revenue for costs incurred related to the cancelled contract. While the Company’s standard contracts do not contain refund or recourse provisions that enable its customers to recover any non -refundable -by-case | |
Deferred Fulfillment and Prepaid Launch Costs | Deferred Fulfillment and Prepaid Launch Costs As of June 30, 2021, and December 31, 2020, the Company had $2,950,000 and $4,650,000, respectively, of deferred fulfillment and prepaid launch costs in the accompanying balance sheets. On May -recoverable | Deferred Fulfillment and Prepaid Launch Costs The Company prepays for certain launch costs to third party providers that will carry the transport vehicle to orbit. Prepaid costs allocated to the delivery of a customers’ payload are classified as deferred fulfillment costs and recognized as cost of revenue upon delivery of the customers’ payload. Prepaid costs allocated to the Company’s payload are classified as prepaid launch costs and are expensed to research and development expense upon the release of the Company’s payload. The allocation is determined based on the distribution between customer and Company payload weight on each launch. As of December -party |
SAFE Notes | SAFE Notes The Company issued Simple Agreement for Future Equity (“SAFE”) notes to investors during the three months ended March -to-market -term | SAFE Notes The Company issued Simple Agreement for Future Equity (“SAFE”) notes to investors during the years ended December (i.e., no creditors’ rights). The SAFE notes include a provision allowing for the investors to receive a portion of the proceeds upon a change of control equal to the greater of their investment amount or the amount payable based upon a number of shares of common stock equal to the investment amount divided by the liquidity price, the occurrence of which is outside the control of the Company. This provision requires the SAFE notes to be classified as marked -to-market -term |
Advertising Expenses | Advertising Expenses Advertising is expensed as incurred. Advertising expense was $0 and $3,548 for the three and six months ended June 30, 2021, respectively, and was $572 and $37,353 for the three and six months ended June 30, 2020, respectively. | Advertising Expenses Advertising is expensed as incurred. Advertising expense for the years ended December |
Deferred Offering Costs | Deferred Offering Costs Offering costs consist of legal, accounting, underwriting fees and other costs incurred that are directly related to the Company’s planned Business Combination. As of June 30, 2021 and December 31, 2020, the Company recorded $6,202,630 and $2,610,024, respectively, of offering costs as a non -current | Deferred Offering Costs Offering costs consist of legal, audit, accounting, and underwriting fees and other costs incurred that are directly related to the Company’s planned merger transaction with SRAC. These costs will be recorded as a reduction to stockholders’ equity (deficit) upon the completion of the merger. During the year ended December |
Net Income (Loss) per Common Share | Basic and Diluted Income (Loss) Per Share Net income (loss) per share is provided in accordance with FASB ASC 260 -10 the period. Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period. Diluted loss per share excludes all potential common shares and SAFE notes if their effect is anti -dilutive -dilutive -dilutive Three and Series Seed preferred stock 42,298,151 Series Seed-1 preferred stock 3,563,412 Series Seed-2 preferred stock 4,751,218 Series A preferred stock 61,962,132 Series A-1 preferred stock 32,301,028 FF preferred stock 20,000,000 Options outstanding under stock incentive plan 35,538,222 Options outstanding outside of stock incentive plan 545,454 Common stock warrants 1,250,000 Preferred stock warrants 774,527 SAFE notes outstanding (shares not reserved) 19,489,239 Total 222,473,383 | Basic and Diluted Loss Per Share Net loss per share is provided in accordance with FASB ASC 260, “ Earnings per Share losses allocated to common stockholders by the weighted average number of common shares outstanding during the period. Diluted loss per share gives effect to all potential dilutive common shares outstanding during the period. Dilutive loss per share excludes all potential dilutive common shares to be issued if their effect is anti -dilutive Years Ended December 31, 2020 2019 Series Seed preferred stock 42,298,151 42,298,151 Series Seed-1 preferred stock 3,563,412 3,563,412 Series Seed-2 preferred stock 4,751,218 4,751,218 Series A preferred stock 61,962,132 61,962,132 Series A-1 preferred stock 32,301,028 32,301,028 FF preferred common stock 20,000,000 20,000,000 Options outstanding under stock incentive plan 29,358,286 24,598,969 Options outstanding outside of stock incentive plan 545,454 545,454 Common stock warrants 1,250,000 1,250,000 Preferred stock warrants 774,527 — Total 196,804,208 191,270,364 |
Recently Issued Accounting Standards | Recently Issued Accounting Standards In December 2019, the FASB issued ASU 2019 -12 In August 2020, the FASB issued ASU 2020 -06 -06 -06 -converted -06 -06 | Recently Issued Accounting Standards In December 2019, the FASB issued ASU 2019 -12 Income Taxes In August 2020, the FASB issued ASU 2020 -06 Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity -06 -06 -06 the if -converted -06 -06 |
Recently Adopted Accounting Standards | Recently Adopted Accounting Standards In August 2018, the FASB issued ASU 2018 -15 -Use -40 -use implementation costs of a hosting arrangement over the term of the hosting arrangement. We adopted ASU 2018 -15 In February 2016, the FASB issued ASU No. 2016 -02 The adoption of the new standard resulted in recognition of operating lease ROU assets and operating lease liabilities of $545,707 and $555,916, respectively, as of January | Recently Adopted Accounting Standards In February 2016, the FASB issued ASU No. 2016 -02 Leases The adoption of the new standard resulted in recognition of operating lease ROU assets and operating lease liabilities of $545,707 and $555,916, respectively, as of January |
Basis of Presentation | Basis of Presentation The accompanying financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). Certain balances were reclassified for the year ended December | |
COVID-19 Impact | COVID-19 Impact In March 2020, a novel strain of the coronavirus (“COVID -19 -19 While the COVID -19 Initially, the Company had a commercial launch scheduled for April of 2020 aboard a Soyuz rocket. However, after the onset of the pandemic, it opted to delay the launch. After further delays from the launch provider, the Company decided to reschedule the launch with a different provider, SpaceX, with whom it expected to launch in January 2021. The scheduled January 2021 launch was then remanifested to a subsequent launch opportunity in 2021 to allow for additional time necessary to secure FAA (“Federal Aviation Administration”) approval of the Company’s payloads. | |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents consist of all cash balances and highly liquid investments purchased with a remaining maturity of three months or less. The carrying amount of cash and cash equivalents approximate fair value because of the short -term | |
Receivables | Receivables Receivables represent tax credits received from the California Franchise Tax Board. | |
Prepaids and Other Current Assets | Prepaids and Other Current Assets Prepaid and other current assets include prepayments for launch costs, research and development, insurance, and software subscriptions. Prepaid launch costs consist of launch costs paid to third party providers that will carry the transport vehicle to orbit. Prepaid launch costs are recognized upon launch as cost of revenue or research and development expense, and the allocation of the costs is determined based on the distribution between customer and Company payload weight on each launch. The non -current -current Prepaid research and development costs relate to non -refundable Research and Development -refundable Prepaid insurance and prepaid software subscriptions are amortized over the terms of their respective agreements. | |
Property, Machinery and Equipment, net | Property, Machinery and Equipment, net Property, machinery and equipment are stated at cost less accumulated depreciation. Depreciation is generally recorded using the straight -line Fixed Assets Estimated Useful Life Computer equipment Three years Furniture and fixtures Five years Leasehold improvements Lesser of estimated useful life or remaining lease term Machinery and equipment Seven years Costs of maintenance or repairs that do not extend the lives of the respective assets are charged to expenses as incurred. | |
Intangible Assets, net | Intangible Assets, net Intangible assets consist of patents and are reported at cost less accumulated amortization and accumulated impairment loss, if any. Amortization is recognized on a straight -line | |
Impairment of Long-lived Assets | Impairment of Long-lived Assets The Company evaluates the carrying value of long -lived -lived -lived | |
Revenue Recognition | Revenue Recognition The Company enters into contracts for ‘last -mile -orbit -current -refundable The Company accounts for customer contracts in accordance with ASC Topic 606, Revenue from Contracts with Customers -step • • • • • The Company’s contracts are cancellable for convenience by the customer and typically do not contain variable consideration. However, the full transaction price is collected in advance of the scheduled launch and all fees that are paid are non -refundable The Company’s services are considered a single performance obligation, to transport the customers’ payload to a specified orbit in space. The Company recognizes revenue at a point in time when control is transferred, which is considered to be upon the release of the customers’ payload into its specified orbit. The Company will calculate the weight distribution of each transfer vehicle at the customer level and will determine the delivery date for each customer’s payload based on the relative weight of payloads released to determine the point in time to recognize revenue for each payload release. | |
Contract Liabilities | Contract Liabilities Customer deposits collected prior to the release of the customers’ payload into its specified orbit are recorded as current and non -current -refundable | |
Warrants | Warrants On January -Based -07 | |
Fair Value Measurements | Fair Value Measurements The Company follows ASC 820, Fair Value Measurements and Disclosures -based • • • The fair values of cash and cash equivalents, accounts receivable, trade accounts payable, and certain prepaid and other current assets and accrued expenses approximate carrying values because of their short -term -current -to-market The estimated fair value of the Company’s financial instruments are as follows: December 31, 2020 December 31, 2019 Level Carrying Value Fair Value Carrying Value Fair Value Financial Assets: SAFE notes 3 $ 314,439,663 $ 314,439,663 $ 2,500,000 $ 2,500,000 Warrant liability 3 3,206,185 3,206,185 — — Total $ 317,645,848 $ 317,645,848 $ 2,500,000 $ 2,500,000 | |
Cost of Revenue | Cost of Revenue Cost of revenue consists primarily of expenses associated with the cost of the transport vehicle and third -party | |
Leases | Leases The Company leases real estate facilities under non -cancelable The Company adopted the Accounting Standard Update (“ASU”) No. 2016 -02 Leases Topic 842 Operating leases are included in the accompanying balance sheets. Operating lease right -of-use -current -current The Company’s operating lease ROU assets are measured based on the corresponding operating lease liability adjusted for (i) payments made to the lessor at or before the commencement date, (ii) initial direct costs incurred and (iii) tenant incentives under the lease. The Company does not assume renewals or early terminations unless it is reasonably certain to exercise these options at commencement. The Company elected the practical expedient which allows the Company to not allocate consideration between lease and non -lease -line | |
Income Taxes | Income Taxes The Company accounts for income taxes in accordance with authoritative guidance, which requires the use of the asset and liability method. Under this method, deferred income tax assets and liabilities are determined based upon the difference between the financial statement carrying amounts and the tax basis of assets and liabilities and are measured using the enacted tax rate expected to apply to taxable income in the years in which the differences are expected to be reversed. Significant judgment is required in determining any valuation allowance recorded against deferred tax assets. In assessing the need for a valuation allowance, management considers all available evidence, including past operating results, estimates of future taxable income, and the feasibility of tax planning strategies. In the event that management changes its determination as to the amount of deferred tax assets that can be realized, the Company will adjust its valuation allowance with a corresponding impact to the provision for income taxes in the period in which such determination is made. The Company is required to evaluate the tax positions taken when preparing its tax returns to determine whether tax positions are “more -likely-than-not -likely-than-not The amount that is ultimately sustained for an individual uncertain tax position or for all uncertain tax positions in the aggregate could differ from the amount that is initially recognized. | |
Segment Reporting | Segment Reporting Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing operating performance. In consideration of Accounting Standards Codification (“ASC”) 280, “Segment Reporting,” we are not organized around specific services or geographic regions. We currently operate in one service line providing in -space Our chief operating decision maker uses financial information, business prospects, competitive factors, operating results and other non -U | |
Stable Road Acquisition Corp [Member] | ||
Accounting Policies, by Policy (Policies) [Line Items] | ||
Use of Estimates | Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. | Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future events. Accordingly, the actual results could differ significantly from those estimates. |
Net Income (Loss) per Common Share | Net Income (Loss) per Common Share Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding for the period. The Company’s condensed consolidated statements of operations include a presentation of income (loss) per share for common shares subject to possible redemption in a manner similar to the two -class -redeemable -redeemable -redeemable The following table reflects the calculation of basic and diluted net income per common share (in dollars, except per share amounts): Three Months Ended Six Months Ended 2021 2020 2021 2020 Redeemable Class A Common Stock Numerator: Net Income allocable to Redeemable Class A Common Stock Interest Income $ 4,311 $ 355,824 $ 23,357 $ 1,025,613 Less: Income and Franchise Tax available to be withdrawn from the Trust Account (4,311 ) (355,824 ) (23,357 ) (1,025,613 ) Redeemable Net Income $ — $ — $ — $ — Denominator: Weighted Average Redeemable Class A Common Stock Redeemable Class A Common Stock, Basic and Diluted 17,240,709 17,250,000 17,245,329 17,250,000 Net Income/Basic and Diluted Redeemable Class A Common Stock $ 0.00 $ 0.02 $ 0.00 $ 0.04 Non-Redeemable Class A and B Common Stock Numerator: Net Income minus Net Income – Basic Net Income $ (2,884,835 ) $ 1,222,072 $ 2,881,651 $ 2,431,243 Less: Redeemable Net Income – Basic — — — — Non-Redeemable Net Loss $ (2,884,835 ) $ 1,222,072 $ 2,881,651 $ 2,431,243 Denominator: Weighted Average Non-Redeemable Class A and B Common Stock Non-Redeemable Class A and B Common Stock, Basic 4,857,500 4,857,500 4,857,500 4,857,500 Net income, Basic Non-Redeemable Class A and B Common Stock $ (0.59 ) $ 0.19 $ 0.59 $ 0.35 Three Months Ended Six Months Ended 2021 2020 2021 2020 Non-Redeemable Class A and B Common Stock Numerator: Net Income minus Net Earnings – Diluted Non-Redeemable Net Income – Basic $ (2,884,835 ) $ 1,222,072 $ 2,881,651 $ 2,431,243 Less: Change in Fair Value of Derivative Liability (1,904,150 ) (1,185,700 ) (10,623,913 ) (2,135,400 ) Non-Redeemable Net Loss – Diluted $ (4,788,985 ) $ 36,372 $ (7,742,262 ) $ 295,843 Denominator: Weighted Average Non-Redeemable Class A and B Common Stock Non-Redeemable Class A and B Common Stock, Diluted 5,005,558 4,857,500 7,105,104 4,857,500 Net loss, Diluted Non-Redeemable Class A and B Common Stock $ (0.96 ) $ 0.19 $ (1.09 ) $ 0.35 Diluted weighted average shares outstanding was calculated using the treasury stock method utilizing a weighted average share price of $11.69 and $15.39 for the three and six months ended June | Net Income (Loss) per Common Share Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding for the period. The Company has not considered the effect of warrants sold in the Initial Public Offering and as part of the Placement Units to purchase 8,897,500 -redeemable -dilutive The Company’s consolidated statements of operations includes a presentation of income (loss) per share for common shares subject to possible redemption in a manner similar to the two -class -redeemable -redeemable -redeemable The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): Year Ended 2020 For the 2019 Redeemable Class A Common Stock Numerator: Net Income (loss) allocable to Redeemable Class A Common Stock Interest Income $ 1,134,391 $ 346,011 Income and Franchise Tax (378,916 ) (167,069 ) Redeemable Net Income $ 755,475 $ 178,942 Denominator: Weighted Average Redeemable Class A Common Stock Redeemable Class A Common Stock, Basic and Diluted 17,250,000 17,250,000 Net Income (loss)/Basic and Diluted Redeemable Class A Common Stock $ 0.04 $ 0.01 Non-Redeemable Class A and B Common Stock Numerator: Net Income (loss) minus Redeemable Net Income (loss) Net Income (loss) $ (42,986,163 ) $ 5,343,820 Redeemable Net Income (loss) (755,475 ) (178,942 ) Non-Redeemable Net Income (loss) $ (43,741,638 ) $ 5,164,878 Denominator: Weighted Average Non-Redeemable Class A and B Common Stock Non-Redeemable Class A and B Common Stock, Basic 4,857,500 4,041,761 Net Income (loss)/Basic Non-Redeemable Class A and B Common Stock $ (9.00 ) $ 1.28 Non-Redeemable Class A and B Common Stock, Diluted 4,857,500 4,168,777 Net Income (loss)/Diluted Non-Redeemable Class A and B Common Stock $ (9.00 ) $ 1.24 |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC Topic 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. | Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC Topic 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December |
Basis of Presentation | Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. | Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10 -Q -X The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10 -K -K | Basis of Presentation The accompanying consolidated financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the SEC. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it 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 independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes -Oxley compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it 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 independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes -Oxley Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock held by Public Stockholders features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at June | Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class common stock subject to mandatory redemption are classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock held by Public Stockholders features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December |
Offering Costs | Offering Costs Offering costs consisted of legal, accounting and other expenses incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to warrant liabilities were expensed as incurred in the statements of operations. Offering costs associated with the Class A common stock issued were charged to stockholders’ equity upon the completion of the Initial Public Offering. | Offering Costs Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the closing date of the Initial Public Offering that are directly related to the Initial Public Offering. Offering costs amounted to $10,924,857, of which $10,067,168 was charged to stockholders’ equity and $857,689 was allocated to the warrants and expensed through the statement of operations, upon the completion of the Initial Public Offering in 2019. |
Warrant Liabilities | Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The Company accounts for warrants as either equity -classified -classified For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid -in-capital -40-15-7D -measurement -Acquisition -Scholes | Warrant Liabilities The Company accounts for warrants as either equity -classified -classified For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid -in-capital -40 -measurement -Acquisition -Scholes |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximate the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short -term | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying consolidated balance sheets, primarily due to their short -term |
Recently Accounting Standards | Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020 -06 -20 -40 -06 -linked -06 The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying condensed consolidated financial statements. | Recently Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s consolidated financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Summary of Significant Accounting Policies (Tables) [Line Items] | ||
Schedule of diluted loss per share | Three and Series Seed preferred stock 42,298,151 Series Seed-1 preferred stock 3,563,412 Series Seed-2 preferred stock 4,751,218 Series A preferred stock 61,962,132 Series A-1 preferred stock 32,301,028 FF preferred stock 20,000,000 Options outstanding under stock incentive plan 35,538,222 Options outstanding outside of stock incentive plan 545,454 Common stock warrants 1,250,000 Preferred stock warrants 774,527 SAFE notes outstanding (shares not reserved) 19,489,239 Total 222,473,383 | Years Ended December 31, 2020 2019 Series Seed preferred stock 42,298,151 42,298,151 Series Seed-1 preferred stock 3,563,412 3,563,412 Series Seed-2 preferred stock 4,751,218 4,751,218 Series A preferred stock 61,962,132 61,962,132 Series A-1 preferred stock 32,301,028 32,301,028 FF preferred common stock 20,000,000 20,000,000 Options outstanding under stock incentive plan 29,358,286 24,598,969 Options outstanding outside of stock incentive plan 545,454 545,454 Common stock warrants 1,250,000 1,250,000 Preferred stock warrants 774,527 — Total 196,804,208 191,270,364 |
Schedule of fair value of the company’s financial instruments | December 31, 2020 December 31, 2019 Level Carrying Value Fair Value Carrying Value Fair Value Financial Assets: SAFE notes 3 $ 314,439,663 $ 314,439,663 $ 2,500,000 $ 2,500,000 Warrant liability 3 3,206,185 3,206,185 — — Total $ 317,645,848 $ 317,645,848 $ 2,500,000 $ 2,500,000 | |
Stable Road Acquisition Corp [Member] | ||
Summary of Significant Accounting Policies (Tables) [Line Items] | ||
Schedule of calculation of basic and diluted net income (loss) per common share | Three Months Ended Six Months Ended 2021 2020 2021 2020 Redeemable Class A Common Stock Numerator: Net Income allocable to Redeemable Class A Common Stock Interest Income $ 4,311 $ 355,824 $ 23,357 $ 1,025,613 Less: Income and Franchise Tax available to be withdrawn from the Trust Account (4,311 ) (355,824 ) (23,357 ) (1,025,613 ) Redeemable Net Income $ — $ — $ — $ — Denominator: Weighted Average Redeemable Class A Common Stock Redeemable Class A Common Stock, Basic and Diluted 17,240,709 17,250,000 17,245,329 17,250,000 Net Income/Basic and Diluted Redeemable Class A Common Stock $ 0.00 $ 0.02 $ 0.00 $ 0.04 Non-Redeemable Class A and B Common Stock Numerator: Net Income minus Net Income – Basic Net Income $ (2,884,835 ) $ 1,222,072 $ 2,881,651 $ 2,431,243 Less: Redeemable Net Income – Basic — — — — Non-Redeemable Net Loss $ (2,884,835 ) $ 1,222,072 $ 2,881,651 $ 2,431,243 Denominator: Weighted Average Non-Redeemable Class A and B Common Stock Non-Redeemable Class A and B Common Stock, Basic 4,857,500 4,857,500 4,857,500 4,857,500 Net income, Basic Non-Redeemable Class A and B Common Stock $ (0.59 ) $ 0.19 $ 0.59 $ 0.35 Three Months Ended Six Months Ended 2021 2020 2021 2020 Non-Redeemable Class A and B Common Stock Numerator: Net Income minus Net Earnings – Diluted Non-Redeemable Net Income – Basic $ (2,884,835 ) $ 1,222,072 $ 2,881,651 $ 2,431,243 Less: Change in Fair Value of Derivative Liability (1,904,150 ) (1,185,700 ) (10,623,913 ) (2,135,400 ) Non-Redeemable Net Loss – Diluted $ (4,788,985 ) $ 36,372 $ (7,742,262 ) $ 295,843 Denominator: Weighted Average Non-Redeemable Class A and B Common Stock Non-Redeemable Class A and B Common Stock, Diluted 5,005,558 4,857,500 7,105,104 4,857,500 Net loss, Diluted Non-Redeemable Class A and B Common Stock $ (0.96 ) $ 0.19 $ (1.09 ) $ 0.35 | Year Ended 2020 For the 2019 Redeemable Class A Common Stock Numerator: Net Income (loss) allocable to Redeemable Class A Common Stock Interest Income $ 1,134,391 $ 346,011 Income and Franchise Tax (378,916 ) (167,069 ) Redeemable Net Income $ 755,475 $ 178,942 Denominator: Weighted Average Redeemable Class A Common Stock Redeemable Class A Common Stock, Basic and Diluted 17,250,000 17,250,000 Net Income (loss)/Basic and Diluted Redeemable Class A Common Stock $ 0.04 $ 0.01 Non-Redeemable Class A and B Common Stock Numerator: Net Income (loss) minus Redeemable Net Income (loss) Net Income (loss) $ (42,986,163 ) $ 5,343,820 Redeemable Net Income (loss) (755,475 ) (178,942 ) Non-Redeemable Net Income (loss) $ (43,741,638 ) $ 5,164,878 Denominator: Weighted Average Non-Redeemable Class A and B Common Stock Non-Redeemable Class A and B Common Stock, Basic 4,857,500 4,041,761 Net Income (loss)/Basic Non-Redeemable Class A and B Common Stock $ (9.00 ) $ 1.28 Non-Redeemable Class A and B Common Stock, Diluted 4,857,500 4,168,777 Net Income (loss)/Diluted Non-Redeemable Class A and B Common Stock $ (9.00 ) $ 1.24 |
Prepaids and Other Current As_2
Prepaids and Other Current Assets (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Disclosure Text Block Supplement [Abstract] | ||
Schedule of prepaids and other current assets | June 30, December 31, Prepaid launch costs, current $ 800,000 $ 2,260,000 Prepaid research and development 3,819,756 1,452,557 Prepaid insurance and other assets 1,121,785 795,727 Total $ 5,741,542 $ 4,508,284 | December 31, December 31, Prepaid launch costs-current $ 2,260,000 $ 1,603,500 Prepaid research and development 1,452,557 109,264 Prepaid insurance and other assets 795,727 512,450 Total $ 4,508,284 $ 2,225,214 |
Property, Machinery and Equip_2
Property, Machinery and Equipment, net (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Schedule of property, machinery and equipment, net | June 30, December 31, 2020 Computer equipment $ 177,868 $ 177,868 Furniture and fixtures 205,976 205,976 Leasehold improvements 897,529 665,146 Machinery and equipment 2,800,170 1,935,974 Construction in-progress 1,913,308 117,655 5,994,851 3,102,619 Less: accumulated depreciation (1,207,172 ) (781,519 ) Property, machinery and equipment, net $ 4,787,679 $ 2,321,100 | December 31, December 31, Computer equipment $ 177,868 $ 109,586 Furniture and fixtures 205,976 131,891 Leasehold improvements 665,146 461,280 Machinery and equipment 1,935,974 1,079,184 Construction in-progress 117,655 229,983 3,102,619 2,011,924 Less: accumulated depreciation (781,519 ) (224,842 ) Property, machinery and equipment, net $ 2,321,100 $ 1,787,082 |
Intangible Assets, net (Tables)
Intangible Assets, net (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Schedule of Intangible assets, net | Gross Accumulated Net Weighted Patents/Intellectual Property $ 395,499 $ (73,904 ) $ 321,595 7.49 Gross Accumulated Net Weighted Patents/Intellectual Property $ 356,890 $ (51,408 ) $ 305,482 7.62 | Gross Accumulated Net Weighted average Patents/Intellectual Property $ 356,890 (51,408 ) $ 305,482 7.62 Gross Accumulated Net Weighted average Patents/Intellectual Property $ 235,925 (18,014 ) $ 217,911 8.97 |
Schedule of estimated amortization expense related to intangible assets | Year ending December 31, Amount 2021 (remainder) $ 23,602 2022 47,204 2023 47,204 2024 41,444 2025 38,487 Thereafter 123,654 Total $ 321,595 | Year ending December 31, 2021 $ 40,062 2022 40,062 2023 40,062 2024 40,062 2025 40,062 Thereafter 105,172 Total $ 305,482 |
Leases (Tables)
Leases (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Disclosure Text Block [Abstract] | ||
Schedule of the company performed evaluations of its contracts and determined that each of its identified leases | Three Months Ended Six Months Ended 2021 2020 2021 2020 Operating lease cost $ 435,487 $ 67,896 $ 870,975 $ 135,791 Variable lease expense 147,412 6,508 294,825 12,215 Short-term lease expense 2,965 1,847 6,236 2,380 Total lease expense $ 585,864 $ 76,251 $ 1,172,036 $ 150,386 | Year ended Operating lease cost $ 271,582 Variable lease expense 24,430 Short-term lease expense 9,060 Total lease expense $ 305,072 |
Schedule of the lease right of use assets and lease liabilities recognized in the balance sheets | As of Right of use asset in other non-current assets $ 8,156,424 Other current liabilities $ 1,009,827 Other non-current liabilities 7,767,283 Total lease liability $ 8,777,110 | As of Right of use asset in other non-current assets $ 316,040 Other current liabilities 254,197 Other non-current liabilities 71,961 Total lease liability $ 326,158 |
Schedule of the maturities of the company’s operating lease liabilities | Remainder of 2021 $622,375 2022 1,561,154 2023 1,533,222 2024 1,580,157 2025 1,627,092 Thereafter 3,700,071 Total lease payments 10,624,071 Less: Imputed interest (1,846,961) Present value of lease liabilities $8,777,110 | 2021 $ 279,793 2022 67,045 Total lease payments 346,838 Less: Imputed interest (20,680 ) Present value of lease liabilities $ 326,158 Year ending December 31, 2021 $ 279,793 2022 67,045 2023 and thereafter — Total $ 346,838 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Payables and Accruals [Abstract] | ||
Schedule of accrued expenses | June 30, December 31, Compensation expense $ 1,329,206 $ 1,370,575 Legal and other professional services 2,006,422 268,266 Research and development projects 909,900 517,256 Offering costs 359,558 505,783 Payroll tax expense 327,809 327,734 Other current expense 352,769 74,266 Total $ 5,285,664 $ 3,063,880 | December 31, December 31, Compensation expense $ 1,326,311 $ 517,290 Other current expense 904,052 156,842 Offering costs 505,783 — Payroll tax expense 327,734 37,332 Total $ 3,063,880 $ 711,464 |
Loan Payable (Tables)
Loan Payable (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of company’s term loan payable | June 30, Gross Term Loan $ 25,000,000 Less: Unamortized debt discount and issuance costs (12,465,407 ) Promissory Notes $ 3,000,000 Net notes payable, (all current) $ 15,534,593 |
Stockholders' Equity and Stoc_2
Stockholders' Equity and Stock-based Compensation (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Stockholders' Equity and Stock-based Compensation (Tables) [Line Items] | ||
Schedule of reserved shares of Class A common Stock for issuance for the following purposes | Series Seed preferred stock 28,538,853 Series Seed-1 preferred stock 3,563,412 Series Seed-2 preferred stock 4,751,218 Series A preferred stock 61,962,132 Series A-1 preferred stock 32,301,028 Options outstanding under stock incentive plan 21,060,965 Options outstanding outside of stock incentive plan 545,454 Option available for grant under stock incentive plan 21,284,453 Common stock warrants 1,250,000 Preferred stock warrants 2,596,303 Total 177,853,818 | Series Seed preferred stock 42,298,151 Series Seed-1 preferred stock 3,563,412 Series Seed-2 preferred stock 4,751,218 Series A preferred stock 61,962,132 Series A-1 preferred stock 32,301,028 FF preferred common stock 20,000,000 Class B common stock 70,000,000 Options outstanding under stock incentive plan 29,358,286 Options outstanding outside of stock incentive plan 545,454 Option available for grant under stock incentive plan 14,243,904 Common stock warrants 1,250,000 Preferred stock warrants 774,527 Total 281,048,112 |
Schedule of stock-based compensation expense related to options | Shares Options Non-Plan Total Weighted- Average Weighted- Average Aggregate Outstanding as of December 31, 2020 14,243,904 29,358,286 545,454 29,903,740 $ 0.05 8.5 $ 130,563,848 Vested exercised — (1,256,772 ) — (1,256,772 ) Forfeitures 7,040,549 (7,040,549 ) (7,040,549 ) Outstanding as of June 30, 2021 21,284,453 21,060,965 545,454 21,606,419 $ 0.06 6.8 $ 52,835,067 Exercisable as of June 30, 2021 11,556,046 $ 0.06 5.9 $ 28,276,913 Vested and expected to vest as of June 30, 2021 21,606,419 $ 0.06 6.8 $ 52,835,067 | |
Schedule of stock-based compensation expense related to options | Three Months Ended Six Months Ended 2021 2020 2021 2020 Research and development expenses $ 65,783 $ 38,298 $ 133,688 $ 74,967 Selling, general and administrative expenses 2,278,371 128,835 7,978,316 193,709 $ 2,344,154 $ 167,133 $ 8,112,004 $ 268,676 | |
Schedule of Assumptions Used to Determine Fair Value of Options Granted | Six Months Ended 2021 2020 Expected term (in years) N/A 5.12 – 6.07 Risk-free interest rate N/A 0.34% – 1.35% Expected volatility N/A 34.00% – 45.68% Dividend yield N/A 0.00% Fair value on grant date N/A $ 0.08 – $0.22 | December 30, 2019 January 1, Expected term (in years) 7.00 8.00 Risk-free interest rate 1.81 % 2.59 % Expected volatility 32.97 % 27.72 % Dividend yield 0.00 % 0.00 % |
Schedule of preferred stock shares designated, issued, and outstanding | Preferred Stock Shares Shares Liquidation Dividend Series Seed Preferred 44,745,720 42,298,151 $ 0.21392 $ 0.01284 Series Seed-1 Preferred 3,563,412 3,563,412 $ 0.14031 $ 0.00842 Series Seed-2 Preferred 4,751,218 4,751,218 $ 0.10524 $ 0.00631 Series A Preferred 65,000,000 61,962,132 $ 0.29050 $ 0.01743 Series A-1 Preferred 32,301,028 32,301,028 $ 0.23240 $ 0.01394 | |
Option Outside of Stock Plan [Member] | ||
Stockholders' Equity and Stock-based Compensation (Tables) [Line Items] | ||
Schedule of Assumptions Used to Determine Fair Value of Options Granted | 2019 Expected term (in years) 5.00 Risk-free interest rate 1.62 % Expected volatility 35.30 % Dividend yield 0.00 % | |
Options and RSAs Under Stock Plans [Member] | ||
Stockholders' Equity and Stock-based Compensation (Tables) [Line Items] | ||
Schedule of stock-based compensation expense related to options | Shares Options Non-Plan Total Weighted- Weighted- Aggregate Outstanding as of December 31, 2018 19,325,958 9,500,000 — 9,500,000 $ — 9.41 $ 375,000 Authorized for issuance 4,430,579 — — — — Granted (15,098,969 ) 15,098,969 545,454 15,644,423 0.06 Outstanding as of December 31, 2019 8,657,568 24,598,969 545,454 25,144,423 0.04 9.12 681,779 Authorized for issuance 13,250,000 — Granted (15,137,861 ) 15,137,861 — 15,137,861 0.07 Vested exercised — (2,904,347 ) — (2,904,347 ) 0.03 Forfeitures 7,474,197 (7,474,197 ) — (7,474,197 ) 0.06 Outstanding as of December 31, 2020 14,243,904 29,358,286 545,454 29,903,740 $ 0.05 8.49 $ 130,563,848 Exercisable as of December 31, 2020 12,697,969 $ 0.04 8.09 $ 55,573,549 Vested and expected to vest as of December 31, 2020 29,903,740 $ 0.05 8.49 $ 130,563,848 | |
Schedule of stock-based compensation expense related to options | Year Ended December 31, 2020 2019 Research and development expenses $ 183,420 $ 39,153 Selling, general and administrative expenses 2,581,371 25,869 $ 2,764,791 $ 65,022 | |
Schedule of Assumptions Used to Determine Fair Value of Options Granted | Year Ended December 31, 2020 2019 Expected term (in years) 5.03 – 6.23 5.85 – 6.08 Risk-free interest rate 0.27% – 1.36% 2.45% – 2.54% Expected volatility 34.00% – 51.78% 31.20% – 31.53% Dividend yield 0.00% 0.00% Fair value on grant date $0.08 – $1.16 $0.02 | |
Restricted Stock Awards [Member] | ||
Stockholders' Equity and Stock-based Compensation (Tables) [Line Items] | ||
Schedule of stock-based compensation expense related to options | Three Months Ended Six Months Ended 2021 2020 2021 2020 Research and development expenses $ 104 $ 763 $ 417 $ 2,499 Selling, general and administrative expenses — 102 — 335 $ 104 $ 865 $ 417 $ 2,834 | |
Schedule of restricted stock awards | Restricted Weighted- Weighted Balance, December 31, 2020 $ 177,084 $ 0.01 0.70 Vested $ (62,500 ) $ 0.01 Balance, June 30, 2021 $ 114,584 $ 0.01 0.84 | Restricted Weighted Weighted Average Balance, December 31, 2018 1,625,000 $ 0.01 2.57 Vested (787,500 ) 0.01 Balance, December 31, 2019 837,500 0.01 1.91 Vested (660,416 ) 0.01 Balance, December 31, 2020 177,084 $ 0.01 0.70 |
Schedule of computation of basic and diluted net income (loss) per share | Basic and Diluted Net Income (Loss) Per Share Three Months Ended Six Months Ended 2021 2020 2021 2020 Numerator: Net income (loss) $ 64,327,154 $ (9,152,223 ) $ 128,997,958 $ (15,406,868 ) Less: Decrease in fair value of SAFE notes (100,802,979 ) — (182,366,571 ) — Decrease in fair value of warrants and warrant amortization (4,447,683 ) — (12,528,951 ) — Undistributed loss allocated to common stockholders for diluted net loss per share $ (40,923,508 ) $ (9,152,223 ) $ (65,897,564 ) $ (15,406,868 ) Denominator: Denominator for basic net income (loss) per share – weighted average shares outstanding 71,901,904 86,222,804 80,593,815 90,717,435 Dilutive preferred shares outstanding 131,116,643 — 131,116,643 — Dilutive options and unvested stock units outstanding 20,634,514 — 20,813,808 — Dilutive warrants outstanding 2,514,905 — 2,533,015 — Dilutive SAFE notes outstanding (shares not reserved) 50,526,529 — 50,526,529 — Denominator for diluted net income (loss) per share – adjusted weighted average shares outstanding 276,694,495 86,222,804 285,583,810 90,717,435 Net loss per share – diluted $ (0.15 ) $ (0.11 ) $ (0.23 ) $ (0.17 ) | |
Schedule of stock-based compensation expense related to options | Year Ended December 31, 2020 2019 Research and development expenses $ 4,099 $ 5,373 Selling, general and administrative expenses 2,273 2,491 $ 6,372 $ 7,864 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of accounts for income taxes requires the use of asset and liability method | 2020 2019 US $ (307,027,145 ) $ (15,754,427 ) Total $ (307,027,145 ) $ (15,754,427 ) |
Schedule of net income tax provision | 2020 2019 Current: State $ 800 $ 800 Income tax provision $ 800 $ 800 |
Schedule reconciliation of federal income tax rate and effective tax rate | 2020 2019 Statutory tax rate 21.00 % 21.00 % State taxes, net of federal benefit 1.03 8.44 Research and development credits 0.35 4.53 Non-deductible expenses (18.43 ) (1.92 ) Valuation allowance (3.86 ) (30.92 ) Uncertain tax positions (0.09 ) — Other — (1.13 ) Effective tax rate 0 % 0 % |
Schedule of deferred income taxes | December 31, December 31, Deferred tax assets: Start-up and organization costs $ 4,280,464 $ 1,624,196 Accrued expenses and reserves 503,840 — Stock-based compensation 170,770 5,072 Tax credit carryforwards 2,340,468 937,893 Net operating loss 8,811,628 3,178,391 Property and equipment 288,656 132,878 Intangible assets 14,386 5,041 Capitalized R&D costs 566,973 — Operating lease obligations 91,271 — Warrants 888,975 — Other — 142,012 Total deferred tax assets before valuation allowance 17,957,431 6,025,483 Valuation allowance (17,868,548 ) (6,025,483 ) Total deferred tax assets 88,883 — Deferred tax liabilities: Operating lease right-of-use assets (88,439 ) — Other (444 ) — Total deferred tax liabilities (88,883 ) — Net deferred tax assets $ — $ — |
Schedule of gross unrecognized tax benefits | Gross Unrecognized Tax Benefits Balance at December 31, 2019 $ 312,631 Increases related to prior tax positions — Increases related to current tax positions 467,526 Balance at December 31, 2020 $ 780,157 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) - Stable Road Acquisition Corp [Member] | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Fair Value Measurements (Tables) [Line Items] | ||
Schedule of fair value of held-to-maturity securities | Held-To-Maturity Amortized Gross Fair Value December 31, 2020 U.S.Treasury Securities $ 173,107,113 $ 1,887 $ 173,109,000 | Held-To-Maturity Level Amortized Gross Fair Value December 31, 2020 U.S. Treasury Securities 1 $ 173,107,113 $ 1,887 $ 173,109,000 December 31, 2019 U.S. Treasury Securities 1 $ 172,845,138 $ 13,410 $ 172,858,548 |
Schedule of liabilities that are measured at fair value on a recurring basis | Quoted Prices in Description Level June 30, Assets: Marketable securities held in Trust Account – U.S. Treasury Securities Money Market Fund 1 $ 172,748,233 Level June 30, December 31, 2020 Liabilities: Warrant Liability – Public Warrants 1 36,225,000 45,625,388 Warrant Liability – Private Placement Warrants 3 1,228,975 2,452,500 | Liabilities: Level December 31, December 31, Warrant Liability – Public Warrants 1 45,625,388 7,331,250 Warrant Liability – Private Placement Warrants 3 2,452,500 525,925 |
Schedule of key inputs into the Black-Scholes model for the private placement warrants | Input June 30, December 31, 2020 Risk-free interest rate 0.89 % 1.73 % Holding period (years) 5.12 5.25 Volatility 25.00 % 25.00 % Exercise price $ 11.50 $ 11.50 Underlying value $ 13.97 $ 9.50 | Input November 13, Risk-free interest rate 1.73 % Holding period (years) 5.25 Volatility 25.00 % Exercise price $ 11.50 Underlying value $ 9.50 Input November 13, Risk-free interest rate 1.73 % Holding period (days) 1,260 Volatility 25.00 % Warrant redemption price $ 18.00 Input December 31, December 31, Risk-free interest rate 0.31 % 1.74 % Holding period (years) 5.25 5.25 Volatility 25.00 % 25.00 % Exercise price $ 11.50 $ 11.50 Underlying value $ 10.08 $ 9.96 |
Schedule of private placement warrants and public warrants | Private Placement Fair value as of December 31, 2020 $ 2,452,500 Change in valuation inputs or other assumptions (1,223,525 ) Fair value as of June 30, 2021 $ 1,228,975 | Private Public Warrant Fair value – May 28, 2019 $ — $ — $ — Initial measurement on November 13, 2019 (IPO) 455,075 13,541,250 13,996,325 Change in fair value 70,850 (6,210,000 ) (6,139,150 ) Transfers out of Level 3 — (7,331,250 ) (7,331,250 ) Fair value as of December 31, 2019 $ 525,925 $ — $ 525,925 Change in fair value 1,926,575 — 1,926,575 Fair value as of December 31, 2020 $ 2,452,500 $ — $ 2,452,500 |
Restatement of Previously Iss_2
Restatement of Previously Issued Consolidated Financial Statements (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Stable Road Acquisition Corp [Member] | |
Restatement of Previously Issued Consolidated Financial Statements (Tables) [Line Items] | |
Schedule of financial statement | As Adjustments As Restated Balance sheet as of November 13, 2019 (audited) Warrant Liabilities $ — $ 13,996,325 $ 13,996,325 Total Liabilities 6,902,150 13,996,325 20,898,475 Class A Common Stock Subject to Possible Redemption 162,038,390 (13,996,330 ) 148,042,060 Class A Common Stock 159 140 299 Additional Paid-in Capital 5,011,163 857,554 5,868,717 (Accumulated Deficit) Retained Earnings (11,750 ) (857,689 ) (869,439 ) Total Stockholders’ Equity 5,000,003 5 5,000,008 Number of Class A common stock subject to redemption 16,203,839 (1,399,633 ) 14,804,206 Balance sheet as of December 31, 2019 (audited) Warrant Liabilities $ — $ 7,857,175 $ 7,857,175 Total Liabilities 7,095,309 7,857,175 14,952,484 Class A Common Stock Subject to Possible Redemption 162,112,500 (7,857,180 ) 154,255,320 Class A Common Stock 158 78 236 Additional Paid-in Capital 4,937,054 (4,937,054 ) 0 (Accumulated Deficit) Retained Earnings 62,359 4,936,981 4,999,340 Total Stockholders’ Equity 5,000,002 5 5,000,004 Balance sheet as of March 31, 2020 (unaudited) Warrant Liabilities $ — $ 6,907,475 $ 6,907,475 Total Liabilities 7,240,139 6,907,475 14,147,614 Class A Common Stock Subject to Possible Redemption 162,371,970 (6,907,480 ) 155,464,490 Class A Common Stock 156 69 225 Additional Paid-in Capital 4,677,586 (4,677,586 ) 0 (Accumulated Deficit) Retained Earnings 321,830 4,677,522 4,999,352 Total Stockholders’ Equity 5,000,003 5 5,000,008 Balance sheet as of June 30, 2020 (unaudited) Warrant Liabilities $ — $ 5,721,775 $ 5,721,775 Total Liabilities 7,038,476 5,721,775 12,760,251 Class A Common Stock Subject to Possible Redemption 162,408,340 (5,721,780 ) 156,686,560 Class A Common Stock 155 57 212 Additional Paid-in Capital 4,641,217 (4,641,217 ) 0 (Accumulated Deficit) Retained Earnings 358,202 4,641,165 4,999,367 Total Stockholders’ Equity 5,000,005 5 5,000,010 Balance sheet as of September 30, 2020 (unaudited) Warrant Liabilities $ — $ 10,424,088 $ 10,424,088 Total Liabilities 6,989,141 10,424,088 17,413,229 Class A Common Stock Subject to Possible Redemption 162,243,730 (10,424,090 ) 151,819,640 Class A Common Stock 157 104 261 Additional Paid-in Capital 4,805,825 61,046 4,866,871 Accumulated Deficit) Retained Earnings 193,592 (61,148 ) 132,444 Total Stockholders’ Equity 5,000,005 2 5,000,007 As Adjustments As Restated Balance sheet as of December 31, 2020 (audited) Warrant Liabilities $ — $ 48,077,888 $ 48,077,888 Total Liabilities 9,385,896 48,077,888 57,463,784 Class A Common Stock Subject to Possible Redemption 159,347,050 (48,077,890 ) 111,269,160 Class A Common Stock 186 480 666 Additional Paid-in Capital 7,702,476 37,714,470 45,416,946 Accumulated Deficit (2,703,091 ) (37,714,948 ) (40,418,039 ) Total Stockholders’ Equity 5,000,002 2 5,000,004 Statement of operations for period from May 28, 2019 (inception) through December 31, 2019 (audited) Net income (loss) $ 62,359 $ 5,281,461 $ 5,343,820 Transaction Costs — (857,689 ) (857,689 ) Change in fair value of warrant liabilities — 6,139,150 6,139,150 Basic net loss per share, Class A and Class B non-redeemable common stock (0.03 ) 1.31 1.28 Diluted net loss per share, Class A and Class B non-redeemable common stock — 1.24 1.24 Statement of operations for the Three months ended March 31, 2020 (unaudited) Net income (loss) $ 259,471 $ 949,700 $ 1,209,171 Change in fair value of warrant liabilities — 949,700 949,700 Basic and diluted net income (loss) per share, Class A and Class B non-redeemable common stock (0.04 ) 0.20 0.16 Statement of operations for the Three months ended June 30, 2020 (unaudited) Net income (loss) $ 36,372 $ 1,185,700 $ 1,222,072 Change in fair value of warrant liabilities — 1,185,700 1,185,700 Basic and diluted net loss per share, Class A and Class B non-redeemable common stock (0.05 ) 0.24 0.19 Statement of operations for the Six months ended June 30, 2020 (unaudited) Net income (loss) $ 295,843 $ 2,135,400 $ 2,431,243 Change in fair value of warrant liabilities — 2,135,400 2,135,400 Basic and diluted net loss per share, Class A and Class B non-redeemable common stock (0.09 ) 0.44 0.35 Statement of operations for the Three months ended September 30, 2020 (unaudited) Net income (loss) $ (164,610 ) $ (4,702,313 ) $ (4,866,923 ) Change in fair value of warrant liabilities — (4,702,313 ) (4,702,313 ) Basic and diluted net loss per share, Class A and Class B non-redeemable common stock (0.04 ) (0.96 ) (1.00 ) As Adjustments As Restated Statement of operations for the Nine months ended September 30, 2020 (unaudited) Net income (loss) $ 131,233 $ (2,566,913 ) $ (2,435,680 ) Change in fair value of warrant liabilities — (2,566,913 ) (2,566,913 ) Basic and diluted net loss per share, Class A and Class B non-redeemable common stock (0.13 ) (0.53 ) (0.66 ) Statement of operations for the Year ended December 31, 2020 (audited) Net income (loss) $ (2,765,450 ) $ (40,220,713 ) $ (42,986,163 ) Change in fair value of warrant liabilities — (40,220,713 ) (40,220,713 ) Basic and diluted net loss per share, Class A and Class B non-redeemable common stock (0.72 ) (8.28 ) (9.00 ) Statements of Cash Flows for the Period ended December 31, 2019 (audited) Net income (loss) $ 62,359 $ 5,281,461 $ 5,343,820 Transaction costs allocable to warrant liabilities — 857,689 857,689 Change in fair value of warrant liabilities — (6,139,150 ) (6,139,150 ) Statements of Cash Flows for the Three months ended March 31, 2020 (unaudited) Net income (loss) $ 259,471 $ 949,700 $ 1,209,171 Change in fair value of warrant liabilities — (949,700 ) (949,700 ) Statements of Cash Flows for the Six months ended June 30, 2020 (unaudited) Net income (loss) $ 295,843 $ 2,135,400 $ 2,431,243 Change in fair value of warrant liabilities — (2,135,400 ) (2,135,400 ) Statements of Cash Flows for the Nine months ended September 30, 2020 (unaudited) Net income (loss) $ 131,233 $ (2,566,913 ) $ (2,435,680 ) Change in fair value of warrant liabilities — 2,566,913 2,566,913 Statements of Cash Flows for the Year ended December 31, 2020 (audited) Net income (loss) $ (2,765,450 ) $ (40,220,713 ) $ (42,986,163 ) Change in fair value of warrant liabilities — 40,220,713 40,220,713 |
Income Tax (Tables)
Income Tax (Tables) - Stable Road Acquisition Corp [Member] | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax (Tables) [Line Items] | |
Schedule of net deferred tax assets | December 31, 2020 2019 Deferred tax asset Organizational costs/Startup expenses $ 763,877 $ 24,483 Total deferred tax asset 763,877 24,483 Valuation allowance (763,877 ) (24,483 ) Deferred tax asset, net of allowance $ — $ — |
Schedule of net income tax provision | December 31, 2020 2019 Federal Current $ 178,866 $ 47,567 Deferred (739,394 ) (24,483 ) State Current $ — $ — Deferred — — Change in valuation allowance 739,394 24,483 Income tax provision $ 178,866 $ 47,567 |
Schedule reconciliation of federal income tax rate and effective tax rate | December 31, 2020 2019 Statutory federal income tax rate 21.0 % 21.0 % Change in fair value of warrant liability (19.7 )% (23.9 )% Transaction costs allocable to warrant liabilities — 3.3 % Change in valuation allowance (1.7 )% 0.5 % Income tax provision (0.4 )% 0.9 % |
Nature of Operations (Details)
Nature of Operations (Details) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Description of merger agreement | The Merger Agreement was further amended on March 5, 2021, April 6, 2021 and June 29, 2021, respectively, such that the aggregate merger consideration payable to the holders of Momentus equity interests (including convertible securities) will be paid in shares of the newly issued Combined Company Class A common stock (or securities exercisable for Combined Company Class A common stock) having a value equal to $566,600,000 subject to certain adjustments as set forth in the Merger Agreement as amended. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||
May 21, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2021 | Jun. 29, 2021 | Jan. 01, 2020 | |
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||
Non-affiliates exceeds | $ 700,000,000 | $ 700,000,000 | ||||||||
Gross revenue | 1,070,000,000 | 1,070,000,000 | ||||||||
Non-convertible debt | 1,000,000,000 | 1,000,000,000 | ||||||||
Letter of credit issued | $ 515,000 | |||||||||
Current asset | (100,000) | (100,000) | 100,000 | |||||||
Non current asset | 415,000 | 415,000 | 415,000 | |||||||
Current liabilities | 3,074,940 | 3,074,940 | ||||||||
Non-current liabilities | 2,624,824 | |||||||||
Non-current deposits | 1,610,740 | 1,610,740 | ||||||||
Customer cancelled contracts | 130,000 | 130,000 | 365,000 | |||||||
Cost of revenue | 48,400 | 367,622 | ||||||||
Customer refunds | $ 1,500,000 | |||||||||
Deferred fulfillment | 2,950,000 | 4,650,000 | ||||||||
Prepaid launch costs | 4,650,000 | |||||||||
Prior payments | $ 8,700,000 | |||||||||
Current prepaid launch costs | 8,700,000 | 8,700,000 | ||||||||
Advertising expenses | 0 | $ 572 | 3,548 | $ 37,353 | 92,861 | 124,250 | ||||
Offering costs | 4,332,577 | 4,332,577 | ||||||||
Accrued expenses, accounts payable, and loan payable | 1,870,053 | 1,870,053 | ||||||||
Offering costs | 2,104,241 | |||||||||
Accrued expenses | 505,783 | |||||||||
Capitalized implementation costs | 26,149 | 26,149 | ||||||||
Operating lease ROU assets | $ 545,707 | |||||||||
Operating lease liabilities | 8,777,110 | 8,777,110 | 326,158 | $ 555,916 | ||||||
Customer deposits | 2,624,824 | |||||||||
Contract loss contingencies | 183,811 | |||||||||
Deferred fulfillment and prepaid launch costs | $ 1,500,000 | $ 3,535,550 | ||||||||
Prepaid launch costs, description | Of the $1,500,000 prepaid launch costs expensed, approximately $184,000 was recorded as cost of revenue and approximately $1,316,000 was recorded as research and development expenses for the year ended December 31, 2020. | |||||||||
Loss contract contingencies | $ 183,811 | |||||||||
Reserve for future launches | $ 183,811 | |||||||||
Deferred offering costs, description | During the year ended December 31, 2020 the Company incurred offering costs of $2,610,024. As of December 31, 2020, the Company has recorded $2,610,024 of offering costs as a current asset. As of December 31, 2020, $2,104,214 of the offering costs have been paid and $505,783 have been recorded in accrued expenses. | |||||||||
Deferred Offering Costs [Member] | ||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||
Non current asset | $ 6,202,630 | 6,202,630 | $ 2,610,024 | |||||||
Stable Road Acquisition Corp [Member] | ||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||
Offering costs | 10,924,857 | |||||||||
Charged to stockholders’ equity | 10,067,168 | |||||||||
Warrants expenses | 857,689 | |||||||||
Federal depository insurance coverage | $ 250,000 | $ 250,000 | ||||||||
Share price (in Dollars per share) | $ 11.69 | $ 15.39 | ||||||||
National Security Agreement [Member] | ||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||
Restricted expenditures | $ 1,000,000 | $ 1,000,000 | ||||||||
Merger Agreement [Member] | ||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||
Restricted amendment | $ 300,000 | |||||||||
Class A Common Stock [Member] | ||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||
Warrant affiliate (in Shares) | 5,000,000 | |||||||||
Class A Common Stock [Member] | Stable Road Acquisition Corp [Member] | ||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||
Common stock subject to possible redemptions (in Shares) | 11,395,368 | 11,395,368 | 11,126,916 | 15,425,532 | ||||||
Placement units to purchase (in Shares) | 8,897,500 | 8,897,500 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of diluted loss per share - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Summary of Significant Accounting Policies (Details) - Schedule of diluted loss per share [Line Items] | |||
Series Seed preferred stock | $ 28 | $ 42 | $ 42 |
Series A preferred stock | 62 | 62 | 62 |
Total | 222,473,383 | 196,804,208 | 191,270,364 |
Series Seed preferred stock [Member] | |||
Summary of Significant Accounting Policies (Details) - Schedule of diluted loss per share [Line Items] | |||
Series Seed preferred stock | 42,298,151 | 42,298,151 | 42,298,151 |
Series Seed-1 preferred stock [Member] | |||
Summary of Significant Accounting Policies (Details) - Schedule of diluted loss per share [Line Items] | |||
Series Seed-1 preferred stock | 3,563,412 | 3,563,412 | 3,563,412 |
Series Seed-2 preferred stock [Member] | |||
Summary of Significant Accounting Policies (Details) - Schedule of diluted loss per share [Line Items] | |||
Series Seed-2 preferred stock | 4,751,218 | 4,751,218 | 4,751,218 |
Series A preferred stock [Member] | |||
Summary of Significant Accounting Policies (Details) - Schedule of diluted loss per share [Line Items] | |||
Series A preferred stock | 61,962,132 | 61,962,132 | 61,962,132 |
Series A-1 preferred stock [Member] | |||
Summary of Significant Accounting Policies (Details) - Schedule of diluted loss per share [Line Items] | |||
Series A-1 preferred stock | 32,301,028 | ||
FF preferred common stock [Member] | |||
Summary of Significant Accounting Policies (Details) - Schedule of diluted loss per share [Line Items] | |||
FF preferred stock | 20,000,000 | ||
Options outstanding under stock incentive plan [Member] | |||
Summary of Significant Accounting Policies (Details) - Schedule of diluted loss per share [Line Items] | |||
Options outstanding under stock incentive plan | 35,538,222 | 29,358,286 | 24,598,969 |
Options outstanding outside of stock incentive plan [Member] | |||
Summary of Significant Accounting Policies (Details) - Schedule of diluted loss per share [Line Items] | |||
Options outstanding outside of stock incentive plan | 545,454 | 545,454 | 545,454 |
Common stock warrants [Member] | |||
Summary of Significant Accounting Policies (Details) - Schedule of diluted loss per share [Line Items] | |||
Common stock warrants | 1,250,000 | 1,250,000 | 1,250,000 |
Preferred stock warrants [Member] | |||
Summary of Significant Accounting Policies (Details) - Schedule of diluted loss per share [Line Items] | |||
Preferred stock warrants | 774,527 | $ 774,527 | |
SAFE notes outstanding [Member] | |||
Summary of Significant Accounting Policies (Details) - Schedule of diluted loss per share [Line Items] | |||
SAFE notes outstanding (shares not reserved) | $ 19,489,239 |
Prepaids and Other Current As_3
Prepaids and Other Current Assets (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
May 21, 2021 | Jun. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disclosure Text Block Supplement [Abstract] | |||||
Prepaid launch costs | $ 2,150,000 | $ 2,390,000 | |||
Default of prior payments | $ 8,700,000 | ||||
Impairment charge | $ 8,700,000 | ||||
Prepaid launch costs | $ 2,390,000 | $ 1,932,050 |
Prepaids and Other Current As_4
Prepaids and Other Current Assets (Details) - Schedule of prepaids and other current assets - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Schedule of prepaids and other current assets [Abstract] | |||
Prepaid launch costs, current | $ 800,000 | $ 2,260,000 | $ 1,603,500 |
Prepaid research and development | 3,819,756 | 1,452,557 | $ 109,264 |
Prepaid insurance and other assets | 1,121,785 | 795,727 | |
Total | $ 5,741,542 | $ 4,508,284 |
Property, Machinery and Equip_3
Property, Machinery and Equipment, net (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | ||||||
Depreciation expense to property, machinery and equipment | $ 236,538 | $ 136,229 | $ 425,491 | $ 252,036 | $ 556,677 | $ 188,134 |
Property, Machinery and Equip_4
Property, Machinery and Equipment, net (Details) - Schedule of property, machinery and equipment, net - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Schedule of property, machinery and equipment, net [Abstract] | |||
Computer equipment | $ 177,868 | $ 177,868 | $ 109,586 |
Furniture and fixtures | 205,976 | 205,976 | 131,891 |
Leasehold improvements | 897,529 | 665,146 | 461,280 |
Machinery and equipment | 2,800,170 | 1,935,974 | 1,079,184 |
Construction in-progress | 1,913,308 | 117,655 | 229,983 |
Total assets | 5,994,851 | 3,102,619 | 2,011,924 |
Less: accumulated depreciation | (1,207,172) | (781,519) | (224,842) |
Property, machinery and equipment, net | $ 4,787,679 | $ 2,321,100 | $ 1,787,082 |
Intangible Assets, net (Details
Intangible Assets, net (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||||
Amortization expense related to intangible assets | $ 12,111 | $ 8,223 | $ 22,496 | $ 15,215 | $ 33,393 | $ 15,369 |
Intangible Assets, net (Detai_2
Intangible Assets, net (Details) - Schedule of Intangible assets, net - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Schedule of Intangible assets, net [Abstract] | ||
Gross Value, Patents/Intellectual Property | $ 395,499 | $ 356,890 |
Accumulated Amortization, Patents/Intellectual Property | (73,904) | (51,408) |
Net Value, Patents/Intellectual Property | $ 321,595 | $ 305,482 |
Weighted average remaining amortization period (in years), Patents/Intellectual Property | 7 years 5 months 26 days | 7 years 7 months 13 days |
Intangible Assets, net (Detai_3
Intangible Assets, net (Details) - Schedule of estimated amortization expense related to intangible assets - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Schedule of estimated amortization expense related to intangible assets [Abstract] | ||
2021 (remainder) | $ 23,602 | $ 40,062 |
2022 | 47,204 | 40,062 |
2023 | 47,204 | 40,062 |
2024 | 41,444 | 40,062 |
2025 | 38,487 | 40,062 |
Thereafter | 123,654 | 105,172 |
Total | $ 321,595 | $ 305,482 |
Leases (Details)
Leases (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jan. 31, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Disclosure Text Block [Abstract] | ||||||
Lease expires date | 2028-02 | |||||
Obligated to pay over the term of lease | $ 11,000,000 | |||||
Rent expense | $ 435,487 | $ 67,896 | $ 870,975 | $ 135,791 | $ 305,072 | |
Operating lease term, description | The Company leases office space under non-cancellable operating leases with terms expiring in December 2021 and February 2028. The leases require monthly lease payments that are subject to annual increase throughout the lease term. |
Leases (Details) - Schedule of
Leases (Details) - Schedule of the company performed evaluations of its contracts and determined that each of its identified leases - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Schedule of the company performed evaluations of its contracts and determined that each of its identified leases [Abstract] | |||||
Operating lease cost | $ 435,487 | $ 67,896 | $ 870,975 | $ 135,791 | $ 271,582 |
Variable lease expense | 147,412 | 6,508 | 294,825 | 12,215 | 24,430 |
Short-term lease expense | 2,965 | 1,847 | 6,236 | 2,380 | 9,060 |
Total lease expense | $ 585,864 | $ 76,251 | $ 1,172,036 | $ 150,386 | $ 305,072 |
Leases (Details) - Schedule o_2
Leases (Details) - Schedule of the lease right of use assets and lease liabilities recognized in the balance sheets - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Schedule of the lease right of use assets and lease liabilities recognized in the balance sheets [Abstract] | ||
Right of use asset in other non-current assets | $ 8,156,424 | |
Other current liabilities | 1,009,827 | $ 254,197 |
Other non-current liabilities | 7,767,283 | 71,961 |
Total lease liability | $ 8,777,110 | $ 326,158 |
Leases (Details) - Schedule o_3
Leases (Details) - Schedule of the maturities of the company’s operating lease liabilities - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 | Jan. 01, 2020 |
Schedule of the maturities of the company’s operating lease liabilities [Abstract] | |||
Remainder of 2021 | $ 622,375 | $ 279,793 | |
2022 | 1,561,154 | 67,045 | |
2023 | 1,533,222 | ||
2024 | 1,580,157 | ||
2025 | 1,627,092 | ||
Thereafter | 3,700,071 | ||
Total lease payments | 10,624,071 | 346,838 | |
Less: Imputed interest | (1,846,961) | (20,680) | |
Present value of lease liabilities | $ 8,777,110 | $ 326,158 | $ 555,916 |
Accrued Expenses (Details) - Sc
Accrued Expenses (Details) - Schedule of accrued expenses - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Schedule of accrued expenses [Abstract] | ||
Compensation expense | $ 1,329,206 | $ 1,370,575 |
Legal and other professional services | 2,006,422 | 268,266 |
Research and development projects | 909,900 | 517,256 |
Offering costs | 359,558 | 505,783 |
Payroll tax expense | 327,809 | 327,734 |
Other current expense | 352,769 | 74,266 |
Total | $ 5,285,664 | $ 3,063,880 |
Safe Notes (Details)
Safe Notes (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Jun. 29, 2021 | |
Safe Notes (Details) [Line Items] | |||||||
Aggregate proceeds amount | $ 30,852,687 | $ 44,650,000 | |||||
Estimated fair value amount | 162,925,780 | 314,439,663 | $ 2,500,000 | ||||
Estimated fair value income (loss) | $ 100,802,979 | $ (3,586,605) | 182,366,571 | $ (3,587,989) | |||
Total principal amount | $ 78,002,687 | $ 47,150,000 | 47,150,000 | $ 2,500,000 | |||
Conversion shares discount percentage | 20.00% | 20.00% | |||||
Valuation cap | $ 150,000,000 | $ 1,200,000,000 | |||||
Valuation cap amount | $ 566,600,000 | ||||||
Expense reported | 267,289,663 | ||||||
Incurred fees | 1,000,000 | ||||||
Safe notes total | $ 7,506,760 | ||||||
preferred stock (in Shares) | 32,301,028 | ||||||
Converted Safe notes total | $ 568,479 | ||||||
Minimum [Member] | |||||||
Safe Notes (Details) [Line Items] | |||||||
Total principal amount | 9,650,000 | ||||||
Valuation cap | 150,000,000 | ||||||
Maximum [Member] | |||||||
Safe Notes (Details) [Line Items] | |||||||
Total principal amount | 35,000,000 | ||||||
Valuation cap | $ 300,000,000 |
Loan Payable (Details)
Loan Payable (Details) | Sep. 01, 2020 | Jun. 29, 2021USD ($) | Feb. 22, 2021USD ($) | May 31, 2020USD ($) | Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Dec. 31, 2020USD ($) | Mar. 01, 2021USD ($) | Mar. 31, 2020USD ($) | Mar. 09, 2020USD ($) |
Loan Payable (Details) [Line Items] | ||||||||||||
Unused borrowing capacity amount | $ 15,000,000 | $ 15,000,000 | $ 4,500,000 | |||||||||
Term loan warrants, description | warrants to purchase preferred stock up to 1% of the fully diluted capitalization (including allowance for conversion of all outstanding convertible notes, SAFE notes and such warrants) of the Company were granted to the lender exercisable at the lender’s option. 80% of the 1% of the warrants were earned by the lender at the completion of the agreement. The additional 20% of the warrants was forfeited as of June 30, 2021. The stock purchase warrant expires on June 30, 2031. The warrant’s original estimated fair value of $15,647,538 was recorded as a derivative liability under ASC 815, Derivatives and Hedging, with the offset recorded as a debt discount. See also Note 10 for discussion on the valuation and recording of the warrants as of June 30, 2021 | |||||||||||
Debt issuance cost | 143,705 | $ 143,705 | ||||||||||
Interest expense amortization | 2,633,820 | $ 14,552 | 3,350,491 | $ 18,192 | ||||||||
Aggregate amount of convertible notes payable | $ 15,647,538 | $ 15,647,538 | ||||||||||
Convertible notes exceeds percentage | 63.00% | |||||||||||
Effective interest rate percentage | 125.97% | 125.97% | ||||||||||
Equipment loan borrow up amount | $ 4,500,000 | $ 4,500,000 | ||||||||||
Equipment loan fixed interest rate percentage | 9.75% | 9.75% | 9.75% | |||||||||
Borrwings under equipment loan | $ 4,500,000 | $ 1,536,772 | ||||||||||
Original issuance discount amount | $ 49,000 | $ 49,000 | ||||||||||
Principal amount | $57,929 | $1,536,772 | ||||||||||
Equipment loan preferred stock, description | a stock purchase warrant was also issued to the lender, which allows for the purchase of Series A Preferred Stock or Preferred Stock in a subsequent round of financing in an amount of $225,000. Under the stock purchase warrant agreement, the lender is also provided the right to invest up to an additional $250,000 in the Company’s equity or convertible debt issued in future offerings. The lender exercised this right with the SAFE notes issued in February 2021. The stock purchase warrant expires on March 9, 2030. The warrant’s original estimated fair value of $29,415 was recorded as a derivative liability under ASC 815, Derivatives and Hedging, with the offset recorded as a debt discount (See Note 10). | a stock purchase warrant was also issued to the lender, which allows for the purchase of a number of shares of Series A Preferred Stock (or, subject to certain conditions, Preferred Stock in a subsequent round of financing) equal to $225,000 divided by the price per share in the applicable round of financing. Under the warrant agreement, the lender is also provided certain rights to invest up to an additional $250,000 in the Company’s equity or convertible debt issued in future offerings. The warrant expires on March 9, 2030. The original fair value of the warrant of $29,415 was recorded as a derivative liability with the offset recorded as a debt discount (See Note 10). | ||||||||||
Debt issuance cost of equipment loan | $ 37,659 | $ 37,659 | $ 37,659 | |||||||||
Warrant discount and debt issuance cost | 67,537 | |||||||||||
Promisssory note amount | $ 1,500,000 | |||||||||||
Interest rate of prime plus | 2.00% | |||||||||||
Number of business days | (10) | |||||||||||
Debt Instrument, Convertible, Number of Equity Instruments | 250,000 | |||||||||||
Warrant discount and debt issuance cost | $ 116,074 | |||||||||||
Term loan [Member] | ||||||||||||
Loan Payable (Details) [Line Items] | ||||||||||||
Maximum term loan available | $ 40,000,000 | $ 25,000,000 | ||||||||||
Annual interest rate | 12.00% | |||||||||||
PPP Loan [Member] | ||||||||||||
Loan Payable (Details) [Line Items] | ||||||||||||
PPP loan amount | $ 970,000 | |||||||||||
PPP loan bears interest rate percentage | 1.00% |
Loan Payable (Details) - Schedu
Loan Payable (Details) - Schedule of company’s term loan payable | Jun. 30, 2021USD ($) |
Schedule of company’s term loan payable [Abstract] | |
Gross Term Loan | $ 25,000,000 |
Less: Unamortized debt discount and issuance costs | (12,465,407) |
Promissory Notes | 3,000,000 |
Net notes payable, (all current) | $ 15,534,593 |
Stockholders' Equity and Stoc_3
Stockholders' Equity and Stock-based Compensation (Details) - USD ($) | Oct. 05, 2020 | May 22, 2021 | Feb. 28, 2021 | Jan. 25, 2021 | Sep. 24, 2020 | Jun. 15, 2020 | Mar. 31, 2020 | Mar. 25, 2020 | Dec. 30, 2019 | Nov. 30, 2019 | Nov. 01, 2018 | Mar. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | May 31, 2018 |
Stockholders' Equity and Stock-based Compensation (Details) [Line Items] | |||||||||||||||||||||
Stockholders’ equity and stock-based compensation discerption | In accordance with the NSA and pursuant to certain Repurchase Agreements entered into with the Company, effective as of June 8, 2021, each of Mr. Kokorich, Nortrone Finance S.A. and Brainyspace LLC (collectively “Co-Founders”) sold 100% of their respective equity interests in the Company on June 30, 2021. These equity interests consisted of Class B Common Stock (70,000,000 shares with par value of $70), FF Preferred Stock (20,000,000 shares with par value of $20), Series Seed Preferred Stock (13,759,298 shares with par value of $14), and Class A Common Stock Options (5,078,750 options). In exchange for these shares and options, the Company initially paid each entity $1, but will additionally pay up to an aggregate of $50,000,000, out of funds legally available therefor, to Mr. Kokorich, Nortrone Finance S.A. and Brainyspace LLC, on a pro rata basis, as follows: (i) an aggregate of $40,000,000 to be paid out of funds legally available therefor, within 10 business days after the earlier of (A) a business combination or capital raising transaction or series of transactions (whether in the form of debt or equity) resulting in cash proceeds of no less than $100,000,000 and (B) the Business Combination (the “First Payment Date”); and (ii) an aggregate of $10,000,000 to be paid out of funds legally available therefor, within 10 business days after a business combination or capital raising transaction or series of transactions (whether in the form of debt or equity) resulting in cash proceeds of no less than $250,000,000 (determined without any reduction for the $100,000,000 previously received in respect of the First Payment Date). | ||||||||||||||||||||
Treasury stock, value (in Dollars) | $ 3 | $ 3 | |||||||||||||||||||
Additional consideration to be paid (in Dollars) | 22,000,001 | ||||||||||||||||||||
Stock purchase warrants, description | the Company entered into the Term Loan to provide the Company up to $40,000,000 of working capital. In conjunction with the Term Loan, warrants up to 1% of the fully diluted capitalization (including allowance for conversion of all outstanding convertible notes, SAFE notes and such warrants) of the Company were granted to the lender exercisable at the lender’s option. 80% of the 1% of the warrants were earned by the lender at the completion of the agreement. The remaining 20% of the warrants was forfeited as of June 30, 2021. The stock purchase warrant expires on June 30, 2031. The warrant’s original estimated fair value of $15,647,538 was recorded as a derivative liability under ASC 815, Derivatives and Hedging, with the offset recorded as a debt discount. The Company recorded the decrease in the estimated fair value of the warrant of $(4,056,962) and $(11,057,697) for the three and six months ended June 30, 2021, respectively, to reflect the value of the warrant of $4,589,843 as of June 30, 2021. | ||||||||||||||||||||
Borrowings (in Dollars) | $ 4,500,000 | $ 4,500,000 | |||||||||||||||||||
Financing amount (in Dollars) | 225,000 | 225,000 | |||||||||||||||||||
Convertible debt issue (in Dollars) | 250,000 | $ 250,000 | |||||||||||||||||||
Fair value of warrant (in Dollars) | $ 29,415 | 397,362 | 1,479,349 | ||||||||||||||||||
Value of the warrant (in Dollars) | 1,726,835 | ||||||||||||||||||||
Shares, Issued | 37,006,537 | 37,006,537 | |||||||||||||||||||
Subject to awards outstanding | 11,650,000 | ||||||||||||||||||||
Intrinsic value of options exercisable (in Dollars) | $ 28,276,913 | $ 345,987 | |||||||||||||||||||
Unrecognized compensation expenses (in Dollars) | $ 1,180,467 | $ 1,180,467 | $ 1,792,406 | ||||||||||||||||||
Weighted-average period | 10 months 2 days | 2 years 1 month 28 days | |||||||||||||||||||
Stock-based compensation expense | 114,584 | ||||||||||||||||||||
Unrecognized compensation cost related to unvested (in Dollars) | $ 1,042 | ||||||||||||||||||||
Number of shares vested | 40,000,000 | 62,500 | 787,500 | 660,416 | |||||||||||||||||
Risk-free rate | 0.19% | ||||||||||||||||||||
Expected volatility | 41.00% | 57.00% | |||||||||||||||||||
Fair value per share (in Dollars per share) | $ 0.09 | $ 1.959 | |||||||||||||||||||
Options totaled (in Dollars) | $ 16,742 | $ 1,175,450 | $ 1,175,450 | ||||||||||||||||||
Restricted stock award | 197,917 | 1,058,074 | 189,167 | ||||||||||||||||||
Exercise price (in Dollars per share) | $ 0.07 | ||||||||||||||||||||
Forfeiture of options | 970,833 | ||||||||||||||||||||
Compensation expense (in Dollars) | $ 4,631 | ||||||||||||||||||||
Compensation expense description | the Company modified an option award for an employee, which resulted in the vesting acceleration of 78,125 shares underlying such option award. This Type I modification resulted in incremental compensation expense of $703. | ||||||||||||||||||||
Total compensation expense (in Dollars) | 9,845 | ||||||||||||||||||||
Selling, general and administrative expenses (in Dollars) | $ 2,970 | ||||||||||||||||||||
Forfeiture shares underlying description | the Company modified an option award for an employee, which resulted in the forfeiture of 4,000,000 shares underlying such option award, the vesting acceleration of 600,000 shares underlying such option award, and the continued vesting of 400,000 shares underlying such option award over a four-month period. This modified option award has an exercise price of $0.07 per share, expected term of approximately one year, a risk-free | ||||||||||||||||||||
Interest rate | 0.12% | ||||||||||||||||||||
Compensation expense (in Dollars) | $ 21,003 | ||||||||||||||||||||
compensation expense recognized (in Dollars) | $ 783,637 | ||||||||||||||||||||
Incremental compensation expense (in Dollars) | $ 399,594 | ||||||||||||||||||||
outstanding preferred shares | 0 | 222,500,000 | 0 | 222,500,000 | |||||||||||||||||
Common stock, voting rights | Preferred stock shareholders are entitled to one vote per share of Class A common stock that they would then convert into. | ||||||||||||||||||||
Exchange agreements, description | the Company entered into exchange agreements with Mikhail Kokorich (its then current Chief Executive Officer, “CEO”) and a related entity of a co-founder (the Company’s two founding shareholders), whereby 100,000,000 fully vested shares of then-outstanding common stock were reconstituted into 80,000,000 shares of Class B common stock and 20,000,000 shares of FF preferred stock, with the Company’s CEO and the related entity each holding 40,000,000 shares of Class B common stock and 10,000,000 shares of FF preferred stock, respectively. | ||||||||||||||||||||
Number of vested years | 4 years | ||||||||||||||||||||
Shares authorised | 578,761,378 | ||||||||||||||||||||
Common stock, par value (in Dollars per share) | $ 0.000001 | ||||||||||||||||||||
Gross proceeds (in Dollars) | $ 75,000,000 | ||||||||||||||||||||
Preferred shares voting rights, description | FF Preferred shareholders are entitled to one vote per share. | ||||||||||||||||||||
Borrowing amount (in Dollars) | $ 4,500,000 | $ 4,500,000 | $ 15,000,000 | $ 15,000,000 | |||||||||||||||||
Stock purchase warrants, description | Stock in a subsequent round of financing) equal to $225,000 divided by the price per share in the applicable round of financing. Under the warrant agreement, the lender is also provided certain rights to invest up to an additional $250,000 in the Company’s equity or convertible debt issued in certain future offerings. The stock warrant expires on March 9, 2030 and is accounted for at fair value as a derivative liability. The valuation of the warrant was determined through the use of a Black Scholes options model, with a calculated fair value of $29,415 at the issuance date. The Company recorded the increase in the fair value of the warrant of $3,176,770 for the year ended December 31, 2020, in other income (expense) within the accompanying statements of operations. Additionally, there was an immaterial amount of deferred issuance costs allocated to the warrants. | ||||||||||||||||||||
Warrant term modification, description | the Company modified the terms of the original warrant. A total of 1,250,000 warrant shares became immediately vested and the remaining 3,750,000 warrant shares were forfeited. The Company accounted for the modification as a Type III modification, which resulted in a re-measured fair value per share of $0.035 and the recognition of incremental compensation expense of $19,601. A total of $43,299 of compensation expense was recognized from the grant date through December 31, 2019 and is included within selling, general and administrative expenses in the accompanying statements of operations. | ||||||||||||||||||||
Selling, general and administrative expenses (in Dollars) | $ 102 | $ 335 | |||||||||||||||||||
Weighted-average period unvested | 2 years 4 months 13 days | ||||||||||||||||||||
Research and development expenses (in Dollars) | $ 20,794,056 | $ 3,963,236 | $ 30,700,331 | $ 8,380,801 | $ 22,718,272 | $ 9,837,323 | |||||||||||||||
Restricted Stock Awards [Member] | |||||||||||||||||||||
Stockholders' Equity and Stock-based Compensation (Details) [Line Items] | |||||||||||||||||||||
Unrecognized compensation expenses (in Dollars) | $ 1,667 | ||||||||||||||||||||
Weighted-average period unvested | 1 year 3 months 29 days | ||||||||||||||||||||
Number of shares were subject to repurchase | 177,084 | ||||||||||||||||||||
Stock Option Modifications [Member] | |||||||||||||||||||||
Stockholders' Equity and Stock-based Compensation (Details) [Line Items] | |||||||||||||||||||||
Selling, general and administrative expenses (in Dollars) | $ 2,970 | ||||||||||||||||||||
Forfeiture of options | 4,000,000 | 970,833 | |||||||||||||||||||
Number of acceleration of options vested | 197,917 | 600,000 | 78,125 | 189,167 | |||||||||||||||||
Exercise price per share (in Dollars per share) | $ 0.07 | $ 0.07 | |||||||||||||||||||
Expected term | 1 year | 1 year | |||||||||||||||||||
Risk-free interest rate | 0.12% | 0.19% | |||||||||||||||||||
Expected volatility | 57.00% | 41.00% | |||||||||||||||||||
Expected dividends | 0.00% | ||||||||||||||||||||
Re-measured fair value per share (in Dollars per share) | $ 2,029 | $ 0.09 | |||||||||||||||||||
Compensation expense reversed (in Dollars) | $ 76,781 | $ 4,630 | |||||||||||||||||||
incremental compensation expense (in Dollars) | $ 399,594 | $ 783,637 | $ 703 | $ 16,742 | |||||||||||||||||
Research and development expenses (in Dollars) | $ 9,845 | ||||||||||||||||||||
Number of options vesting continued | 400,000 | ||||||||||||||||||||
Incremental compensation expense related to accelerated options (in Dollars) | $ 1,175,450 | ||||||||||||||||||||
Stable Road Acquisition Corp [Member] | |||||||||||||||||||||
Stockholders' Equity and Stock-based Compensation (Details) [Line Items] | |||||||||||||||||||||
outstanding preferred shares | |||||||||||||||||||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | ||||||||||||||||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||||
Director [Member] | |||||||||||||||||||||
Stockholders' Equity and Stock-based Compensation (Details) [Line Items] | |||||||||||||||||||||
Number of shares vested | 833,334 | ||||||||||||||||||||
Exercise price (in Dollars per share) | $ 0.07 | ||||||||||||||||||||
Risk-free rate | 0.04% | ||||||||||||||||||||
Expected volatility | 65.00% | ||||||||||||||||||||
Fair value per share (in Dollars per share) | $ 2.66 | ||||||||||||||||||||
Options totaled (in Dollars) | $ 2,220,025 | ||||||||||||||||||||
Chief Executive Officer [Member] | |||||||||||||||||||||
Stockholders' Equity and Stock-based Compensation (Details) [Line Items] | |||||||||||||||||||||
Risk-free rate | 0.10% | ||||||||||||||||||||
Expected volatility | 78.00% | ||||||||||||||||||||
Fair value per share (in Dollars per share) | $ 5.16 | ||||||||||||||||||||
Options totaled (in Dollars) | $ 5,448,107 | ||||||||||||||||||||
Series A Preferred Stock [Member] | |||||||||||||||||||||
Stockholders' Equity and Stock-based Compensation (Details) [Line Items] | |||||||||||||||||||||
Stock purchase | 774,527 | ||||||||||||||||||||
Warrants to purchase shares | 774,527 | 774,527 | |||||||||||||||||||
Class A Common Stock [Member] | |||||||||||||||||||||
Stockholders' Equity and Stock-based Compensation (Details) [Line Items] | |||||||||||||||||||||
Common stock, shares issued | 30,975,958 | ||||||||||||||||||||
Stock plan issued | 4,430,579 | ||||||||||||||||||||
Common stock, voting rights | Class A Common shareholders are entitled to one vote per share. | ||||||||||||||||||||
Warrants to purchase shares | 5,000,000 | ||||||||||||||||||||
Reserved for future issuance | 30,975,958 | ||||||||||||||||||||
Class A Common Stock [Member] | Stable Road Acquisition Corp [Member] | |||||||||||||||||||||
Stockholders' Equity and Stock-based Compensation (Details) [Line Items] | |||||||||||||||||||||
Common stock, shares issued | 6,379,970 | 6,379,970 | 2,369,468 | 6,668,084 | 2,369,468 | ||||||||||||||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | ||||||||||||||||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||||
Common stock, voting rights | Holders of Class A common stock are entitled to one vote for each share | Holders of Class A common stock are entitled to one vote for each share | |||||||||||||||||||
Common stock, shares outstanding | 6,379,970 | 6,379,970 | 2,369,468 | 6,668,084 | 2,369,468 | ||||||||||||||||
Shares of common stock subject to possible redemption | 11,395,368 | 11,395,368 | 15,425,532 | 11,126,916 | 15,425,532 | ||||||||||||||||
Class B Common Stock [Member] | |||||||||||||||||||||
Stockholders' Equity and Stock-based Compensation (Details) [Line Items] | |||||||||||||||||||||
Common stock, voting rights | Class B Common shareholders are entitled to ten votes per share. | ||||||||||||||||||||
Class B Common Stock [Member] | Stable Road Acquisition Corp [Member] | |||||||||||||||||||||
Stockholders' Equity and Stock-based Compensation (Details) [Line Items] | |||||||||||||||||||||
Common stock, shares issued | 4,312,500 | 4,312,500 | 4,312,500 | 4,312,500 | 4,312,500 | ||||||||||||||||
Common stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | ||||||||||||||||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||||
Common stock, voting rights | Holders of Class B common stock are entitled to one vote for each share | Holders of Class B common stock are entitled to one vote for each share | |||||||||||||||||||
Common stock, shares outstanding | 4,312,500 | 4,312,500 | 4,312,500 | 4,312,500 | 4,312,500 | ||||||||||||||||
Common stock converted percentage | 20.00% | 20.00% | |||||||||||||||||||
Minimum [Member] | Chief Executive Officer [Member] | |||||||||||||||||||||
Stockholders' Equity and Stock-based Compensation (Details) [Line Items] | |||||||||||||||||||||
Exercise price (in Dollars per share) | $ 0.01 | ||||||||||||||||||||
Maximum [Member] | Chief Executive Officer [Member] | |||||||||||||||||||||
Stockholders' Equity and Stock-based Compensation (Details) [Line Items] | |||||||||||||||||||||
Exercise price (in Dollars per share) | $ 0.07 | ||||||||||||||||||||
New 2018 Stock Plan [Member] | |||||||||||||||||||||
Stockholders' Equity and Stock-based Compensation (Details) [Line Items] | |||||||||||||||||||||
Reserved for future issuance | 4,430,579 | ||||||||||||||||||||
Amended Plan and Restated 2018 Stock Plan [Member] | |||||||||||||||||||||
Stockholders' Equity and Stock-based Compensation (Details) [Line Items] | |||||||||||||||||||||
Stock incentive plan, description | In February and March 2020, the Board approved an amendment and restatement to the New 2018 Stock Plan (the “Amended Plan and Restated 2018 Stock Plan”), and further amendments thereto that increased the number of shares that may be issued thereunder to 37,006,537 plus any additional shares, capped at 11,650,000, subject to awards outstanding as of October 30, 2018 and issued under the Initial Plan that are forfeited to, or repurchased by the Company. The Amended and Restated 2018 Stock Plan expires on October 30, 2028, unless terminated earlier. | ||||||||||||||||||||
Option Outside of Stock Plan [Member] | |||||||||||||||||||||
Stockholders' Equity and Stock-based Compensation (Details) [Line Items] | |||||||||||||||||||||
Weighted-average period unvested (in Dollars per share) | $ 0.02 | ||||||||||||||||||||
Option Outside of Stock Plan [Member] | Class A Common Stock [Member] | |||||||||||||||||||||
Stockholders' Equity and Stock-based Compensation (Details) [Line Items] | |||||||||||||||||||||
Number of shares exercisable | 545,454 | ||||||||||||||||||||
Selling, general and administrative expenses (in Dollars) | $ 12,803 | ||||||||||||||||||||
Warrant [Member] | |||||||||||||||||||||
Stockholders' Equity and Stock-based Compensation (Details) [Line Items] | |||||||||||||||||||||
Exerise price per share (in Dollars per share) | $ 0.05 | ||||||||||||||||||||
Grant date fair value (in Dollars per share) | $ 0.019 |
Stockholders' Equity and Stoc_4
Stockholders' Equity and Stock-based Compensation (Details) - Schedule of reserved shares of Class A common Stock for issuance for the following purposes - shares | Jun. 30, 2021 | Dec. 31, 2020 |
Stockholders' Equity and Stock-based Compensation (Details) - Schedule of reserved shares of Class A common Stock for issuance for the following purposes [Line Items] | ||
Total | 177,853,818 | 281,048,112 |
Series Seed preferred stock [Member] | ||
Stockholders' Equity and Stock-based Compensation (Details) - Schedule of reserved shares of Class A common Stock for issuance for the following purposes [Line Items] | ||
Total | 28,538,853 | 42,298,151 |
Series Seed-1 preferred stock [Member] | ||
Stockholders' Equity and Stock-based Compensation (Details) - Schedule of reserved shares of Class A common Stock for issuance for the following purposes [Line Items] | ||
Total | 3,563,412 | 3,563,412 |
Series Seed-2 preferred stock [Member] | ||
Stockholders' Equity and Stock-based Compensation (Details) - Schedule of reserved shares of Class A common Stock for issuance for the following purposes [Line Items] | ||
Total | 4,751,218 | 4,751,218 |
Series A preferred stock [Member] | ||
Stockholders' Equity and Stock-based Compensation (Details) - Schedule of reserved shares of Class A common Stock for issuance for the following purposes [Line Items] | ||
Total | 61,962,132 | 61,962,132 |
Series A-1 preferred stock [Member] | ||
Stockholders' Equity and Stock-based Compensation (Details) - Schedule of reserved shares of Class A common Stock for issuance for the following purposes [Line Items] | ||
Total | 32,301,028 | |
Options outstanding under stock incentive plan [Member] | ||
Stockholders' Equity and Stock-based Compensation (Details) - Schedule of reserved shares of Class A common Stock for issuance for the following purposes [Line Items] | ||
Total | 21,060,965 | 29,358,286 |
Options outstanding outside of stock incentive plan [Member] | ||
Stockholders' Equity and Stock-based Compensation (Details) - Schedule of reserved shares of Class A common Stock for issuance for the following purposes [Line Items] | ||
Total | 545,454 | 545,454 |
Option available for grant under stock incentive plan [Member] | ||
Stockholders' Equity and Stock-based Compensation (Details) - Schedule of reserved shares of Class A common Stock for issuance for the following purposes [Line Items] | ||
Total | 21,284,453 | 14,243,904 |
Common stock warrants [Member] | ||
Stockholders' Equity and Stock-based Compensation (Details) - Schedule of reserved shares of Class A common Stock for issuance for the following purposes [Line Items] | ||
Total | 1,250,000 | 1,250,000 |
Preferred stock warrants [Member] | ||
Stockholders' Equity and Stock-based Compensation (Details) - Schedule of reserved shares of Class A common Stock for issuance for the following purposes [Line Items] | ||
Total | 2,596,303 | 774,527 |
Stockholders' Equity and Stoc_5
Stockholders' Equity and Stock-based Compensation (Details) - Schedule of options activity | 6 Months Ended |
Jun. 30, 2021USD ($)$ / sharesshares | |
Schedule of options activity [Abstract] | |
Shares Available for Option Grants Under Plan, Outstanding Beginning Balance | 14,243,904 |
Options Outstanding Under Plan, Outstanding Beginning Balance | 29,358,286 |
Non-Plan Options, Outstanding Beginning Balance | 545,454 |
Total Options, Outstanding Beginning Balance | 29,903,740 |
Weighted- Average Exercise Price Per Share, Outstanding Beginning Balance (in Dollars per share) | $ / shares | $ 0.05 |
Weighted- Average Remaining Contractual Term (in years), Outstanding Beginning Balance | 8 years 6 months |
Aggregate Intrinsic Value, Outstanding Beginning Balance (in Dollars) | $ | $ 130,563,848 |
Shares Available for Option Grants Under Plan, Vested exercised | |
Options Outstanding Under Plan, Vested exercised | (1,256,772) |
Non-Plan Options, Vested exercised | |
Aggregate Intrinsic Value, Total Options, Vested exercised | (1,256,772) |
Shares Available for Option Grants Under Plan, Forfeitures | 7,040,549 |
Options Outstanding Under Plan, Forfeitures | (7,040,549) |
Aggregate Intrinsic Value, Total Options, Forfeitures | (7,040,549) |
Shares Available for Option Grants Under Plan, Outstanding Ending Balance | 21,284,453 |
Options Outstanding Under Plan, Outstanding Ending Balance | 21,060,965 |
Non-Plan Options, Outstanding Ending Balance | 545,454 |
Total Options, Outstanding Ending Balance | 21,606,419 |
Weighted- Average Exercise Price Per Share, Outstanding Ending Balance (in Dollars per share) | $ / shares | $ 0.06 |
Weighted- Average Remaining Contractual Term (in years), Outstanding Ending Balance | 6 years 9 months 18 days |
Aggregate Intrinsic Value, Outstanding Ending Balance (in Dollars) | $ | $ 52,835,067 |
Total Options, Exercisable | 11,556,046 |
Weighted- Average Exercise Price Per Share, Exercisable (in Dollars per share) | $ / shares | $ 0.06 |
Weighted- Average Remaining Contractual Term (in years), Exercisable | 5 years 10 months 24 days |
Aggregate Intrinsic Value, Exercisable (in Dollars) | $ | $ 28,276,913 |
Total Options, Vested and expected to vest | 21,606,419 |
Weighted- Average Exercise Price Per Share, Vested and expected to vest | 0.06 |
Weighted- Average Remaining Contractual Term (in years), Vested and expected to vest | 6 years 9 months 18 days |
Aggregate Intrinsic Value, Vested and expected to vest (in Dollars) | $ | $ 52,835,067 |
Stockholders' Equity and Stoc_6
Stockholders' Equity and Stock-based Compensation (Details) - Schedule of stock-based compensation expense related to options - Options and RSAs Under Stock Plans [Member] - USD ($) | 3 Months Ended | 6 Months Ended | 7 Months Ended | 12 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | |
Stockholders' Equity and Stock-based Compensation (Details) - Schedule of stock-based compensation expense related to options [Line Items] | ||||||
Research and development expenses | $ 65,783 | $ 38,298 | $ 133,688 | $ 74,967 | $ 39,153 | $ 183,420 |
Selling, general and administrative expenses | 2,278,371 | 128,835 | 7,978,316 | 193,709 | 25,869 | 2,581,371 |
Stock-based compensation expense | $ 2,344,154 | $ 167,133 | $ 8,112,004 | $ 268,676 | $ 65,022 | $ 2,764,791 |
Stockholders' Equity and Stoc_7
Stockholders' Equity and Stock-based Compensation (Details) - Schedule of Assumptions Used to Determine Fair Value of Options Granted - $ / shares | Jan. 02, 2019 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2019 |
Stockholders' Equity and Stock-based Compensation (Details) - Schedule of Assumptions Used to Determine Fair Value of Options Granted [Line Items] | ||||
Expected term (in years) | 8 years | 7 years | ||
Risk-free interest rate | 2.59% | 1.81% | ||
Expected volatility | 27.72% | 32.97% | ||
Dividend yield | 0.00% | 0.00% | 0.00% | |
Fair value on grant date (in Dollars per share) | ||||
Minimum [Member] | ||||
Stockholders' Equity and Stock-based Compensation (Details) - Schedule of Assumptions Used to Determine Fair Value of Options Granted [Line Items] | ||||
Expected term (in years) | 5 years 1 month 13 days | |||
Risk-free interest rate | 0.34% | |||
Expected volatility | 34.00% | |||
Fair value on grant date (in Dollars per share) | $ 0.08 | |||
Maximum [Member] | ||||
Stockholders' Equity and Stock-based Compensation (Details) - Schedule of Assumptions Used to Determine Fair Value of Options Granted [Line Items] | ||||
Expected term (in years) | 6 years 25 days | |||
Risk-free interest rate | 1.35% | |||
Expected volatility | 45.68% | |||
Fair value on grant date (in Dollars per share) | $ 0.22 |
Stockholders' Equity and Stoc_8
Stockholders' Equity and Stock-based Compensation (Details) - Schedule of restricted stock awards - $ / shares | 1 Months Ended | 6 Months Ended | 7 Months Ended | 12 Months Ended | |
Nov. 01, 2018 | Jun. 30, 2021 | Dec. 31, 2019 | Dec. 31, 2020 | May 27, 2019 | |
Schedule of restricted stock awards [Abstract] | |||||
Restricted Shares, Balance beginning | 177,084 | 1,625,000 | 837,500 | ||
Weighted Average Grant Date Fair Value Per Share, Balance beginning | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |
Weighted Average Remaining Vesting Period (in years), Balance beginning | 8 months 12 days | 2 years 6 months 25 days | |||
Weighted Average Remaining Vesting Period (in years), Balance ending | 114,584 | 837,500 | 177,084 | ||
Weighted Average Grant Date Fair Value Per Share, Balance ending | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |
Weighted Average Remaining Vesting Period (in years), Balance ending | 10 months 2 days | 1 year 10 months 28 days | 8 months 12 days | ||
Restricted Shares, Vested | (40,000,000) | (62,500) | (787,500) | (660,416) | |
Weighted Average Grant Date Fair Value Per Share, Vested | $ 0.01 | $ 0.01 | $ 0.01 |
Stockholders' Equity and Stoc_9
Stockholders' Equity and Stock-based Compensation (Details) - Schedule of stock-based compensation expense related to options - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of stock-based compensation expense related to options [Abstract] | ||||||
Research and development expenses | $ 104 | $ 763 | $ 417 | $ 2,499 | $ 0.35 | $ 4.53 |
Selling, general and administrative expenses | 102 | 335 | ||||
Share-Based compensation expense | $ 104 | $ 865 | $ 417 | $ 2,834 |
Stockholders' Equity and Sto_10
Stockholders' Equity and Stock-based Compensation (Details) - Schedule of computation of basic and diluted net income (loss) per share - USD ($) | 3 Months Ended | 6 Months Ended | 7 Months Ended | 12 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of computation of basic and diluted net income (loss) per share [Abstract] | |||||||
Net income (loss) (in Dollars) | $ 64,327,154 | $ (9,152,223) | $ 128,997,958 | $ (15,406,868) | $ (15,754,428) | $ (307,027,145) | $ (15,754,427) |
Less: | |||||||
Decrease in fair value of SAFE notes (in Dollars) | (100,802,979) | (182,366,571) | |||||
Decrease in fair value of warrants and warrant amortization (in Dollars) | (4,447,683) | (12,528,951) | |||||
Undistributed loss allocated to common stockholders for diluted net loss per share (in Dollars) | $ (40,923,508) | $ (9,152,223) | $ (65,897,564) | $ (15,406,868) | |||
Denominator for basic net income (loss) per share – weighted average shares outstanding | 71,901,904 | 86,222,804 | 80,593,815 | 90,717,435 | |||
Dilutive preferred shares outstanding | 131,116,643 | 131,116,643 | |||||
Dilutive options and unvested stock units outstanding | 20,634,514 | 20,813,808 | |||||
Dilutive warrants outstanding | 2,514,905 | 2,533,015 | |||||
Dilutive SAFE notes outstanding (shares not reserved) | 50,526,529 | 50,526,529 | |||||
Denominator for diluted net income (loss) per share – adjusted weighted average shares outstanding | 276,694,495 | 86,222,804 | 285,583,810 | 90,717,435 | |||
Net loss per share – diluted (in Dollars per share) | $ (0.15) | $ (0.11) | $ (0.23) | $ (0.17) |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | Jul. 13, 2021 | Jun. 29, 2021 | Jun. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 |
Commitments and Contingencies (Details) [Line Items] | |||||
Settlement amount | $ 7,000,000 | ||||
Incurred legal expenses | $ 3,500,000 | 7,400,000 | |||
SRAC Indemnity losses | $ 10,000,000 | ||||
Initial liability | $ 22,000,001 | 22,000,001 | |||
Stable Road Acquisition Corp [Member] | |||||
Commitments and Contingencies (Details) [Line Items] | |||||
Underwriting discount | $ 3,450,000 | $ 3,450,000 | |||
Underwriting discount per unit | $ 0.20 | ||||
Deferred fee (in Dollars per share) | $ 0.40 | $ 0.40 | $ 0.40 | ||
Aggregate amount | $ 6,900,000 | $ 6,900,000 | |||
Registration rights, description | Cantor may not exercise its demand and “piggyback” registration rights after five (5) and seven (7) years after the effective date of the registration statement and may not exercise its demand rights on more than one occasion. The Company will bear the expenses incurred in connection with the filing of any such registration statements. | Cantor may not exercise its demand and “piggyback” registration rights after five (5) and seven (7) years after the effective date of the registration statement and may not exercise its demand rights on more than one occasion. The Company will bear the expenses incurred in connection with the filing of any such registration statements. | |||
Settlement amount | $ 1,000,000 | ||||
Underwriting discount per unit (in Dollars per share) | $ 0.20 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 6 Months Ended | 7 Months Ended | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | |
Income Taxes (Details) [Line Items] | ||||
Effective tax rate | 0.00% | 0.00% | ||
Federal statutory rate | 21.00% | |||
Valuation allowance | $ 17,868,548 | |||
Net operating loss carryforwards | 24,805,990 | |||
Research and development credit carryforwards | 1,782,671 | |||
Deferred tax asset gross | 15,272,584 | |||
Deferred tax assets | 91,271 | |||
Deferred tax liability | $ 88,439 | |||
Stable Road Acquisition Corp [Member] | ||||
Income Taxes (Details) [Line Items] | ||||
Federal statutory rate | 21.00% | 21.00% | ||
Valuation allowance | $ 24,483 | $ 739,394 | ||
Deferred tax asset gross | $ 24,483 | 763,877 | ||
Federal [Member] | ||||
Income Taxes (Details) [Line Items] | ||||
Net operating loss carryforwards | 33,710,843 | |||
California [Member] | ||||
Income Taxes (Details) [Line Items] | ||||
Research and development credit carryforwards | $ 1,693,613 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Jul. 13, 2021 | Jun. 25, 2021 | Nov. 08, 2019 | Jun. 30, 2019 | Jun. 30, 2019 | Jun. 28, 2019 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Feb. 12, 2021 | Mar. 31, 2020 | Nov. 13, 2019 | Sep. 08, 2019 |
Related Party Transactions (Details) [Line Items] | |||||||||||||||
Payments of entity total | $ 101,910 | $ 393,260 | |||||||||||||
Payments made to entity | $ 502,117 | ||||||||||||||
Related party common shares description | In March 2020, a related entity of a co-founder of the Company contributed 10,000,000 shares of Class B Common Stock back to the Company. In conjunction with the contribution, the Company agreed that if it re-hires the co-founder within a specified time period, that co-founder will receive an option to purchase 5,000,000 shares (on a pre-Business Combination basis), subject to the approval of the Board. | ||||||||||||||
Common stock for an aggregate price | $ 75,000,000 | ||||||||||||||
Stable Road Acquisition Corp [Member] | |||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||
Relinquish of founder shares by sponsor (in Shares) | 250,000 | ||||||||||||||
Expenses related to public offering | $ 300,000 | $ 300,000 | |||||||||||||
Related party borrowings outstanding | $ 222,725 | $ 222,725 | $ 222,725 | ||||||||||||
Promissory notes | $ 300,000 | ||||||||||||||
Aggregate balance | $ 600,000 | ||||||||||||||
Additional non intesest bearing promissory notes | $ 21,500 | ||||||||||||||
Aggregate balance | $ 43,000 | $ 643,500 | |||||||||||||
Working capital loans | $ 1,500,000 | 1,500,000 | |||||||||||||
Office space per month | $ 10,000 | ||||||||||||||
Accrued administrative fees | 30,000 | ||||||||||||||
Administrative fees | $ 20,000 | 120,000 | |||||||||||||
Services fees | 20,000 | $ 30,000 | |||||||||||||
Stable Road Acquisition Corp [Member] | Business Acquisition [Member] | |||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||
Business combination price per share (in Dollars per share) | $ 10 | $ 10 | $ 10,000 | ||||||||||||
Stable Road Acquisition Corp [Member] | Founder Shares [Member] | |||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||
Founder shares subject to forfeiture (in Shares) | 562,500 | ||||||||||||||
Issued and outstanding shares of public offering, percentage | 20.00% | ||||||||||||||
Initial business combination, description | The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the last sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. | ||||||||||||||
Brainyspace LLC [Member] | |||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||
Shares purchased (in Shares) | 5,000,000 | ||||||||||||||
Founder Shares [Member] | Stable Road Acquisition Corp [Member] | |||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||
Founder shares subject to forfeiture (in Shares) | 562,500 | ||||||||||||||
Issued and outstanding shares of public offering, percentage | 20.00% | ||||||||||||||
Initial business combination, description | The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the last sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. | ||||||||||||||
Over-Allotment Option [Member] | Stable Road Acquisition Corp [Member] | Founder Shares [Member] | |||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||
Founder shares subject to forfeiture (in Shares) | 562,500 | ||||||||||||||
Over-Allotment Option [Member] | Founder Shares [Member] | Stable Road Acquisition Corp [Member] | |||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||
Founder shares subject to forfeiture (in Shares) | 562,500 | ||||||||||||||
Chief Executive Officer [Member] | |||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||
Consulting fees | 187,500 | ||||||||||||||
Chief Technology Officer [Member] | |||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||
Intellectual property | $ 180,000 | ||||||||||||||
Class B Common Stock [Member] | Stable Road Acquisition Corp [Member] | |||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||
Shares issued (in Shares) | 4,312,500 | 4,312,500 | 4,312,500 | ||||||||||||
Class B Common Stock [Member] | Stable Road Acquisition Corp [Member] | Founder Shares [Member] | |||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||
Purchase of shares (in Shares) | 4,312,500 | ||||||||||||||
Common stock for an aggregate price | $ 25,000 | ||||||||||||||
Class B Common Stock [Member] | Brainyspace LLC [Member] | |||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||
Shares issued (in Shares) | 10,000,000 | ||||||||||||||
Class B Common Stock [Member] | Founder Shares [Member] | Stable Road Acquisition Corp [Member] | |||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||
Purchase of shares (in Shares) | 4,312,500 | ||||||||||||||
Common stock for an aggregate price | $ 25,000 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] - USD ($) $ in Thousands | 5 Months Ended | 6 Months Ended |
Jun. 13, 2021 | Jul. 13, 2021 | |
Subsequent Events (Details) [Line Items] | ||
Civil penalty,description | In the settlement with the SEC, Momentus will pay a civil penalty of $7.0 million, SRAC will pay a civil penalty of $1.0 million, and Mr. Kabot will pay a civil penalty of $40,000. In addition, the Sponsor has agreed to forfeit 250,000 founders’ shares it would otherwise have received upon consummation of the Business Combination; and Momentus has agreed to undertakings requiring enhancements to its disclosure controls, including the creation of an independent board committee and retention of an internal compliance consultant for a period of two years. | |
Aggregate investment, | $15.0 | |
Business combination stockholder vote, description | Approximately 3.5 million shares were submitted for redemption, resulting in approximately $35.4 million of returned funds and net cash proceeds of $247.3 million.As the cash proceeds from the Business Combination were at least $100,000,000 but less than $250,000,000, the Combined Company is required to pay, out of funds legally available therefor, an aggregate of $40 million to the Co-Founders, within 10 days following the completion of the Business Combination, as described | |
Commitments [Member] | ||
Subsequent Events (Details) [Line Items] | ||
New commitments | $ 47,750 | |
Subscription Arrangement [Member] | ||
Subsequent Events (Details) [Line Items] | ||
Subscription agreements | 118,000 | |
Remaining PIPE investors. | $ 5,300 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of fair value of the company’s financial instruments - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Financial Assets: | |||
SAFE notes | $ 162,925,780 | $ 314,439,663 | $ 2,500,000 |
Total | 317,645,848 | 2,500,000 | |
Level 3 [Member] | |||
Financial Assets: | |||
SAFE notes | 314,439,663 | 2,500,000 | |
Warrant liability | $ 3,206,185 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details) - Schedule of diluted loss per share - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Summary of Significant Accounting Policies (Details) - Schedule of diluted loss per share [Line Items] | |||
Series Seed preferred stock | $ 28 | $ 42 | $ 42 |
Series A preferred stock | 62 | 62 | 62 |
Total | 222,473,383 | 196,804,208 | 191,270,364 |
Series Seed preferred stock [Member] | |||
Summary of Significant Accounting Policies (Details) - Schedule of diluted loss per share [Line Items] | |||
Series Seed preferred stock | 42,298,151 | 42,298,151 | 42,298,151 |
Series Seed-1 preferred stock [Member] | |||
Summary of Significant Accounting Policies (Details) - Schedule of diluted loss per share [Line Items] | |||
Series Seed-1 preferred stock | 3,563,412 | 3,563,412 | 3,563,412 |
Series Seed-2 preferred stock [Member] | |||
Summary of Significant Accounting Policies (Details) - Schedule of diluted loss per share [Line Items] | |||
Series Seed-2 preferred stock | 4,751,218 | 4,751,218 | 4,751,218 |
Series A preferred stock [Member] | |||
Summary of Significant Accounting Policies (Details) - Schedule of diluted loss per share [Line Items] | |||
Series A preferred stock | 61,962,132 | 61,962,132 | 61,962,132 |
Series A-1 preferred stock [Member] | |||
Summary of Significant Accounting Policies (Details) - Schedule of diluted loss per share [Line Items] | |||
Series A-1 preferred stock | 32,301,028 | 32,301,028 | |
FF preferred common stock [Member] | |||
Summary of Significant Accounting Policies (Details) - Schedule of diluted loss per share [Line Items] | |||
FF preferred common stock | 20,000,000 | 20,000,000 | |
Options outstanding under stock incentive plan [Member] | |||
Summary of Significant Accounting Policies (Details) - Schedule of diluted loss per share [Line Items] | |||
Options outstanding under stock incentive plan | 35,538,222 | 29,358,286 | 24,598,969 |
Options outstanding outside of stock incentive plan [Member] | |||
Summary of Significant Accounting Policies (Details) - Schedule of diluted loss per share [Line Items] | |||
Options outstanding outside of stock incentive plan | 545,454 | 545,454 | 545,454 |
Common stock warrants [Member] | |||
Summary of Significant Accounting Policies (Details) - Schedule of diluted loss per share [Line Items] | |||
Common stock warrants | 1,250,000 | 1,250,000 | 1,250,000 |
Preferred stock warrants [Member] | |||
Summary of Significant Accounting Policies (Details) - Schedule of diluted loss per share [Line Items] | |||
Preferred stock warrants | $ 774,527 | $ 774,527 |
Prepaids and Other Current As_5
Prepaids and Other Current Assets (Details) - Schedule of prepaids and other current assets - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Schedule of prepaids and other current assets [Abstract] | |||
Prepaid launch costs-current | $ 800,000 | $ 2,260,000 | $ 1,603,500 |
Prepaid research and development | $ 3,819,756 | 1,452,557 | 109,264 |
Prepaid insurance and other assets | 795,727 | 512,450 | |
Total | $ 4,508,284 | $ 2,225,214 |
Property, Machinery and Equip_5
Property, Machinery and Equipment, net (Details) - Schedule of property, machinery and equipment, net - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Schedule of property, machinery and equipment, net [Abstract] | |||
Computer equipment | $ 177,868 | $ 177,868 | $ 109,586 |
Furniture and fixtures | 205,976 | 205,976 | 131,891 |
Leasehold improvements | 897,529 | 665,146 | 461,280 |
Machinery and equipment | 2,800,170 | 1,935,974 | 1,079,184 |
Construction in-progress | 1,913,308 | 117,655 | 229,983 |
Total assets | 5,994,851 | 3,102,619 | 2,011,924 |
Less: accumulated depreciation | (1,207,172) | (781,519) | (224,842) |
Property, machinery and equipment, net | $ 4,787,679 | $ 2,321,100 | $ 1,787,082 |
Intangible assets, net (Detai_4
Intangible assets, net (Details) - Schedule of Intangible assets, net - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of Intangible assets, net [Abstract] | ||
Gross Value, Patents/Intellectual Property | $ 356,890 | $ 235,925 |
Accumulated Amortization, Patents/Intellectual Property | (51,408) | (18,014) |
Net Value, Patents/Intellectual Property | $ 305,482 | $ 217,911 |
Weighted average remaining amortization period (in years), Patents/Intellectual Property | 7 years 7 months 13 days | 8 years 11 months 19 days |
Intangible assets, net (Detai_5
Intangible assets, net (Details) - Schedule of amortization expense related to intangible assets - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Schedule of amortization expense related to intangible assets [Abstract] | ||
2021 | $ 23,602 | $ 40,062 |
2022 | 47,204 | 40,062 |
2023 | 47,204 | 40,062 |
2024 | 41,444 | 40,062 |
2025 | 38,487 | 40,062 |
Thereafter | 123,654 | 105,172 |
Total | $ 321,595 | $ 305,482 |
Leases (Details) - Schedule o_4
Leases (Details) - Schedule of the company performed evaluations of its contracts and determined that each of its identified leases - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Schedule of the company performed evaluations of its contracts and determined that each of its identified leases [Abstract] | |||||
Operating lease cost | $ 435,487 | $ 67,896 | $ 870,975 | $ 135,791 | $ 271,582 |
Variable lease expense | 147,412 | 6,508 | 294,825 | 12,215 | 24,430 |
Short-term lease expense | 2,965 | 1,847 | 6,236 | 2,380 | 9,060 |
Total lease expense | $ 585,864 | $ 76,251 | $ 1,172,036 | $ 150,386 | $ 305,072 |
Leases (Details) - Schedule o_5
Leases (Details) - Schedule of the lease right of use assets and lease liabilities recognized in the balance sheets - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Jun. 30, 2021 | |
Schedule of the lease right of use assets and lease liabilities recognized in the balance sheets [Abstract] | ||
Right of use asset in other non-current assets | $ 316,040 | |
Other current liabilities | 254,197 | $ 1,009,827 |
Other non-current liabilities | 71,961 | 7,767,283 |
Total lease liability | $ 326,158 | $ 8,777,110 |
Leases (Details) - Schedule o_6
Leases (Details) - Schedule of the maturities of the company’s operating lease liabilities - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 | Jan. 01, 2020 |
Schedule of the maturities of the company’s operating lease liabilities [Abstract] | |||
2021 | $ 622,375 | $ 279,793 | |
2022 | 1,561,154 | 67,045 | |
Total lease payments | 10,624,071 | 346,838 | |
Less: Imputed interest | (1,846,961) | (20,680) | |
Present value of lease liabilities | 8,777,110 | 326,158 | $ 555,916 |
2023 and thereafter | $ 3,700,071 | ||
Total | $ 346,838 |
Accrued Expenses (Details) - _2
Accrued Expenses (Details) - Schedule of accrued expenses - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of accrued expenses [Abstract] | ||
Compensation expense | $ 1,326,311 | $ 517,290 |
Other current expense | 904,052 | 156,842 |
Offering costs | 505,783 | |
Payroll tax expense | 327,734 | 37,332 |
Total | $ 3,063,880 | $ 711,464 |
Stockholders' Equity and Sto_11
Stockholders' Equity and Stock-based Compensation (Details) - Schedule of preferred stock shares designated, issued, and outstanding | 12 Months Ended |
Dec. 31, 2020$ / sharesshares | |
Series Seed Preferred [Member] | |
Stockholders' Equity and Stock-based Compensation (Details) - Schedule of preferred stock shares designated, issued, and outstanding [Line Items] | |
Shares Designated | shares | 44,745,720 |
Shares Issued and Outstanding | shares | 42,298,151 |
Liquidation Price | $ / shares | $ 0.21392 |
Dividend Rate | $ / shares | $ 0.01284 |
Series Seed-1 Preferred [Member] | |
Stockholders' Equity and Stock-based Compensation (Details) - Schedule of preferred stock shares designated, issued, and outstanding [Line Items] | |
Shares Designated | shares | 3,563,412 |
Shares Issued and Outstanding | shares | 3,563,412 |
Liquidation Price | $ / shares | $ 0.14031 |
Dividend Rate | $ / shares | $ 0.00842 |
Series Seed-2 Preferred [Member] | |
Stockholders' Equity and Stock-based Compensation (Details) - Schedule of preferred stock shares designated, issued, and outstanding [Line Items] | |
Shares Designated | shares | 4,751,218 |
Shares Issued and Outstanding | shares | 4,751,218 |
Liquidation Price | $ / shares | $ 0.10524 |
Dividend Rate | $ / shares | $ 0.00631 |
Series A Preferred [Member] | |
Stockholders' Equity and Stock-based Compensation (Details) - Schedule of preferred stock shares designated, issued, and outstanding [Line Items] | |
Shares Designated | shares | 65,000,000 |
Shares Issued and Outstanding | shares | 61,962,132 |
Liquidation Price | $ / shares | $ 0.29050 |
Dividend Rate | $ / shares | $ 0.01743 |
Series A-1 Preferred [Member] | |
Stockholders' Equity and Stock-based Compensation (Details) - Schedule of preferred stock shares designated, issued, and outstanding [Line Items] | |
Shares Designated | shares | 32,301,028 |
Shares Issued and Outstanding | shares | 32,301,028 |
Liquidation Price | $ / shares | $ 0.23240 |
Dividend Rate | $ / shares | $ 0.01394 |
Stockholders' Equity and Sto_12
Stockholders' Equity and Stock-based Compensation (Details) - Schedule of reserved shares of Class A common stock for issuance for the following purposes - shares | Jun. 30, 2021 | Dec. 31, 2020 |
Stockholders' Equity and Stock-based Compensation (Details) - Schedule of reserved shares of Class A common stock for issuance for the following purposes [Line Items] | ||
Total | 177,853,818 | 281,048,112 |
Series Seed preferred stock [Member] | ||
Stockholders' Equity and Stock-based Compensation (Details) - Schedule of reserved shares of Class A common stock for issuance for the following purposes [Line Items] | ||
Total | 28,538,853 | 42,298,151 |
Series Seed-1 preferred stock [Member] | ||
Stockholders' Equity and Stock-based Compensation (Details) - Schedule of reserved shares of Class A common stock for issuance for the following purposes [Line Items] | ||
Total | 3,563,412 | 3,563,412 |
Series Seed-2 preferred stock [Member] | ||
Stockholders' Equity and Stock-based Compensation (Details) - Schedule of reserved shares of Class A common stock for issuance for the following purposes [Line Items] | ||
Total | 4,751,218 | 4,751,218 |
Series A preferred stock [Member] | ||
Stockholders' Equity and Stock-based Compensation (Details) - Schedule of reserved shares of Class A common stock for issuance for the following purposes [Line Items] | ||
Total | 61,962,132 | 61,962,132 |
Series A-1 preferred stock [Member] | ||
Stockholders' Equity and Stock-based Compensation (Details) - Schedule of reserved shares of Class A common stock for issuance for the following purposes [Line Items] | ||
Total | 32,301,028 | |
FF preferred common stock [Member] | ||
Stockholders' Equity and Stock-based Compensation (Details) - Schedule of reserved shares of Class A common stock for issuance for the following purposes [Line Items] | ||
Total | 20,000,000 | |
Class B common stock [Member] | ||
Stockholders' Equity and Stock-based Compensation (Details) - Schedule of reserved shares of Class A common stock for issuance for the following purposes [Line Items] | ||
Total | 70,000,000 | |
Options outstanding under stock incentive plan [Member] | ||
Stockholders' Equity and Stock-based Compensation (Details) - Schedule of reserved shares of Class A common stock for issuance for the following purposes [Line Items] | ||
Total | 21,060,965 | 29,358,286 |
Options outstanding outside of stock incentive plan [Member] | ||
Stockholders' Equity and Stock-based Compensation (Details) - Schedule of reserved shares of Class A common stock for issuance for the following purposes [Line Items] | ||
Total | 545,454 | 545,454 |
Option available for grant under stock incentive plan [Member] | ||
Stockholders' Equity and Stock-based Compensation (Details) - Schedule of reserved shares of Class A common stock for issuance for the following purposes [Line Items] | ||
Total | 21,284,453 | 14,243,904 |
Common stock warrants [Member] | ||
Stockholders' Equity and Stock-based Compensation (Details) - Schedule of reserved shares of Class A common stock for issuance for the following purposes [Line Items] | ||
Total | 1,250,000 | 1,250,000 |
Preferred stock warrants [Member] | ||
Stockholders' Equity and Stock-based Compensation (Details) - Schedule of reserved shares of Class A common stock for issuance for the following purposes [Line Items] | ||
Total | 2,596,303 | 774,527 |
Stockholders' Equity and Sto_13
Stockholders' Equity and Stock-based Compensation (Details) - Schedule of fair value of the warrant was estimated using the black-scholes-merton option pricing model | Jan. 02, 2019 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2019 |
Schedule of fair value of the warrant was estimated using the black-scholes-merton option pricing model [Abstract] | ||||
Expected term (in years) | 8 years | 7 years | ||
Risk-free interest rate | 2.59% | 1.81% | ||
Expected volatility | 27.72% | 32.97% | ||
Dividend yield | 0.00% | 0.00% | 0.00% |
Stockholders' Equity and Sto_14
Stockholders' Equity and Stock-based Compensation (Details) - Schedule of fair value of the warrant was estimated using the black-scholes-merton option pricing model - Option Outside of Stock Plan [Member] | 7 Months Ended |
Dec. 31, 2019 | |
Stockholders' Equity and Stock-based Compensation (Details) - Schedule of fair value of the warrant was estimated using the black-scholes-merton option pricing model [Line Items] | |
Expected term (in years) | 5 years |
Risk-free interest rate | 1.62% |
Expected volatility | 35.30% |
Dividend yield | 0.00% |
Stockholders' Equity and Sto_15
Stockholders' Equity and Stock-based Compensation (Details) - Schedule of options activity - Options and RSAs Under Stock Plans [Member] - USD ($) | 7 Months Ended | 12 Months Ended |
Dec. 31, 2019 | Dec. 31, 2020 | |
Stockholders' Equity and Stock-based Compensation (Details) - Schedule of options activity [Line Items] | ||
Shares Available for Option Grants Under Plan, Outstanding beginning balance | 19,325,958 | 8,657,568 |
Options Outstanding Under Plan, Outstanding beginning balance | 9,500,000 | 24,598,969 |
Non-Plan Options, Outstanding beginning balance | 545,454 | |
Total Options, Outstanding ending balance | 9,500,000 | 25,144,423 |
Weighted- Average Exercise Price Per Share, Vested exercised, beginning balance (in Dollars per share) | $ 0.04 | |
Weighted- Average Remaining Contractual Term (in years), beginning balance | 9 years 4 months 28 days | |
Aggregate Intrinsic Value, Exercisable, beginning balance (in Dollars) | $ 375,000 | |
Shares Available for Option Grants Under Plan, Authorized for issuance | 4,430,579 | 13,250,000 |
Options Outstanding Under Plan, Authorized for issuance | ||
Non-Plan Options, Authorized for issuance | ||
Total Options, Authorized for issuance | ||
Weighted- Average Exercise Price Per Share, Authorized for issuance (in Dollars per share) | ||
Shares Available for Option Grants Under Plan, Granted | (15,098,969) | (15,137,861) |
Options Outstanding Under Plan, Granted | 15,098,969 | 15,137,861 |
Non-Plan Options, Granted | 545,454 | |
Total Options, Granted | 15,644,423 | 15,137,861 |
Weighted- Average Exercise Price Per Share, Granted (in Dollars per share) | $ 0.06 | $ 0.07 |
Shares Available for Option Grants Under Plan, Vested exercised, | ||
Options Outstanding Under Plan, Vested exercised | (2,904,347) | |
Non-Plan Options, Vested exercised | ||
Total Options, Vested exercised | (2,904,347) | |
Weighted- Average Exercise Price Per Share, Vested exercised (in Dollars per share) | $ 0.03 | |
Shares Available for Option Grants Under Plan, Forfeitures | 7,474,197 | |
Options Outstanding Under Plan, Forfeitures | (7,474,197) | |
Non-Plan Options, Forfeitures | ||
Total Options, Forfeitures | (7,474,197) | |
Weighted- Average Exercise Price Per Share, Forfeitures (in Dollars per share) | $ 0.06 | |
Shares Available for Option Grants Under Plan, ending balance | 8,657,568 | 14,243,904 |
Options Outstanding Under Plan, ending balance | 24,598,969 | 29,358,286 |
Non-Plan Options, Outstanding ending balance | 545,454 | 545,454 |
Total Options, Outstanding ending balance | 25,144,423 | 29,903,740 |
Weighted- Average Exercise Price Per Share, ending balance (in Dollars per share) | $ 0.04 | $ 0.05 |
Weighted- Average Remaining Contractual Term (in years), ending balance | 9 years 1 month 13 days | 8 years 5 months 26 days |
Aggregate Intrinsic Value, ending balance (in Dollars) | $ 681,779 | $ 130,563,848 |
Total Options, Exercisable | 12,697,969 | |
Weighted- Average Exercise Price Per Share, Exercisable (in Dollars per share) | $ 0.04 | |
Weighted- Average Remaining Contractual Term (in years), Exercisable | 8 years 1 month 2 days | |
Aggregate Intrinsic Value, Exercisable (in Dollars) | $ 55,573,549 | |
Total Options, Vested and expected to vest | 29,903,740 | |
Weighted- Average Exercise Price Per Share, Vested and expected to vest | 0.05 | |
Weighted- Average Remaining Contractual Term (in years), Vested and expected to vest | 8 years 5 months 26 days | |
Aggregate Intrinsic Value, Vested and expected to vest (in Dollars) | $ 130,563,848 |
Stockholders' Equity and Sto_16
Stockholders' Equity and Stock-based Compensation (Details) - Schedule of stock-based compensation expense related to options - Options and RSAs Under Stock Plans [Member] - USD ($) | 3 Months Ended | 6 Months Ended | 7 Months Ended | 12 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | |
Stockholders' Equity and Stock-based Compensation (Details) - Schedule of stock-based compensation expense related to options [Line Items] | ||||||
Research and development expenses | $ 65,783 | $ 38,298 | $ 133,688 | $ 74,967 | $ 39,153 | $ 183,420 |
Selling, general and administrative expenses | 2,278,371 | 128,835 | 7,978,316 | 193,709 | 25,869 | 2,581,371 |
Stock-based compensation expense | $ 2,344,154 | $ 167,133 | $ 8,112,004 | $ 268,676 | $ 65,022 | $ 2,764,791 |
Stockholders' Equity and Sto_17
Stockholders' Equity and Stock-based Compensation (Details) - Schedule of black-scholes-merton option-pricing model and weighted average fair value of options on the grant - Options and RSAs Under Stock Plans [Member] - $ / shares | 7 Months Ended | 12 Months Ended |
Dec. 31, 2019 | Dec. 31, 2020 | |
Stockholders' Equity and Stock-based Compensation (Details) - Schedule of black-scholes-merton option-pricing model and weighted average fair value of options on the grant [Line Items] | ||
Dividend yield | 0.00% | 0.00% |
Fair value on grant date (in Dollars per share) | $ 0.02 | |
Minimum [Member] | ||
Stockholders' Equity and Stock-based Compensation (Details) - Schedule of black-scholes-merton option-pricing model and weighted average fair value of options on the grant [Line Items] | ||
Expected term (in years) | 5 years 10 months 6 days | 5 years 10 days |
Risk-free interest rate | 2.45% | 0.27% |
Expected volatility | 31.20% | 34.00% |
Fair value on grant date (in Dollars per share) | $ 0.08 | |
Maximum [Member] | ||
Stockholders' Equity and Stock-based Compensation (Details) - Schedule of black-scholes-merton option-pricing model and weighted average fair value of options on the grant [Line Items] | ||
Expected term (in years) | 6 years 29 days | 6 years 2 months 23 days |
Risk-free interest rate | 2.54% | 1.36% |
Expected volatility | 31.53% | 51.78% |
Fair value on grant date (in Dollars per share) | $ 1.16 |
Stockholders' Equity and Sto_18
Stockholders' Equity and Stock-based Compensation (Details) - Schedule of restricted stock awards - $ / shares | 1 Months Ended | 6 Months Ended | 7 Months Ended | 12 Months Ended |
Nov. 01, 2018 | Jun. 30, 2021 | Dec. 31, 2019 | Dec. 31, 2020 | |
Schedule of restricted stock awards [Abstract] | ||||
Restricted Shares, Balance beginning | 177,084 | 1,625,000 | 837,500 | |
Weighted Average Grant Date Fair Value Per Share, Balance beginning | $ 0.01 | $ 0.01 | $ 0.01 | |
Weighted Average Remaining Vesting Period (in years), Balance beginning | 8 months 12 days | 2 years 6 months 25 days | ||
Weighted Average Remaining Vesting Period (in years), Balance ending | 114,584 | 837,500 | 177,084 | |
Weighted Average Remaining Vesting Period (in years), Balance ending | $ 0.01 | $ 0.01 | $ 0.01 | |
Weighted Average Remaining Vesting Period (in years), Balance ending | 10 months 2 days | 1 year 10 months 28 days | 8 months 12 days | |
Restricted Shares, Vested | (40,000,000) | (62,500) | (787,500) | (660,416) |
Weighted Average Grant Date Fair Value Per Share, Vested | $ 0.01 | $ 0.01 | $ 0.01 |
Stockholders' Equity and Sto_19
Stockholders' Equity and Stock-based Compensation (Details) - Schedule of stock-based compensation expense related to options - Restricted Stock Awards [Member] - USD ($) | 7 Months Ended | 12 Months Ended |
Dec. 31, 2019 | Dec. 31, 2020 | |
Stockholders' Equity and Stock-based Compensation (Details) - Schedule of stock-based compensation expense related to options [Line Items] | ||
Research and development expenses | $ 5,373 | $ 4,099 |
Selling, general and administrative expenses | 2,491 | 2,273 |
Stock-based compensation expense | $ 7,864 | $ 6,372 |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of accounts for income taxes requires the use of asset and liability method - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Schedule of accounts for income taxes requires the use of asset and liability method [Abstract] | ||
US | $ (307,027,145) | $ (15,754,427) |
Total | $ (307,027,145) | $ (15,754,427) |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of net income tax provision - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Current: | ||
State | $ 800 | $ 800 |
Income tax provision | $ 800 | $ 800 |
Income Taxes (Details) - Sche_3
Income Taxes (Details) - Schedule of reconciliation of federal income tax rate and effective tax rate - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of reconciliation of federal income tax rate and effective tax rate [Abstract] | ||||||
Statutory tax rate | 21.00% | 21.00% | ||||
State taxes, net of federal benefit | $ 1.03 | $ 8.44 | ||||
Research and development credits | $ 104 | $ 763 | $ 417 | $ 2,499 | 0.35 | 4.53 |
Non-deductible expenses | (18.43) | (1.92) | ||||
Valuation allowance | (3.86) | (30.92) | ||||
Uncertain tax positions | (0.09) | |||||
Other | $ (1.13) | |||||
Effective tax rate | 0.00% | 0.00% |
Income Taxes (Details) - Sche_4
Income Taxes (Details) - Schedule of deferred income taxes - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred tax assets: | ||
Start-up and organization costs | $ 4,280,464 | $ 1,624,196 |
Accrued expenses and reserves | 503,840 | |
Stock-based compensation | 170,770 | 5,072 |
Tax credit carryforwards | 2,340,468 | 937,893 |
Net operating loss | 8,811,628 | 3,178,391 |
Property and equipment | 288,656 | 132,878 |
Intangible assets | 14,386 | 5,041 |
Capitalized R&D costs | 566,973 | |
Operating lease obligations | 91,271 | |
Warrants | 888,975 | |
Other | 142,012 | |
Total deferred tax assets before valuation allowance | 17,957,431 | 6,025,483 |
Valuation allowance | (17,868,548) | (6,025,483) |
Total deferred tax assets | 88,883 | |
Deferred tax liabilities: | ||
Operating lease right-of-use assets | (88,439) | |
Other | (444) | |
Total deferred tax liabilities | (88,883) | |
Net deferred tax assets |
Income Taxes (Details) - Sche_5
Income Taxes (Details) - Schedule of gross unrecognized tax benefits | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Schedule of gross unrecognized tax benefits [Abstract] | |
Balance at December 31, 2019 | $ 312,631 |
Increases related to prior tax positions | |
Increases related to current tax positions | 467,526 |
Balance at December 31, 2020 | $ 780,157 |
Subsequent Events (Details)_2
Subsequent Events (Details) - USD ($) | Feb. 28, 2028 | Jul. 13, 2021 | Feb. 22, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | Feb. 28, 2021 |
Subsequent Events (Details) [Line Items] | ||||||
Initial growth capital term loan | $ 25,000,000 | |||||
Additional growth capital term loan | $ 15,000,000 | |||||
Minimum additional equity | $ 25,000,000 | |||||
Subsequent Event [Member] | ||||||
Subsequent Events (Details) [Line Items] | ||||||
Over term lease | $ 11,000,000 | |||||
Annual interest rate | 12.00% | |||||
Subsequent event, Description | In conjunction with the LSA, the lender will receive warrants for preferred stock equal to up to 1% of the Company’s fully diluted capitalization (including allowance for conversion of all outstanding convertible notes, SAFE notes and such warrants). The warrants are earned and vest 80% upon signing of the agreement, 10% upon qualification for the incremental $15,000,000 growth capital term loan and 10% upon the Company’s utilizing such incremental growth capital term loan. The exercise price of the warrants is an aggregate of $1,000. | |||||
Stable Road Acquisition Corp [Member] | ||||||
Subsequent Events (Details) [Line Items] | ||||||
Working capital cost | $ 300,000 | |||||
Civil penalty | $ 1,000,000 | |||||
Relinquish of founder shares (in Shares) | 250,000 | |||||
Accounts payable | $ 1,000,000 | |||||
Stable Road Acquisition Corp [Member] | Subsequent Event [Member] | ||||||
Subsequent Events (Details) [Line Items] | ||||||
Civil penalty | $ 1,000,000 | |||||
Relinquish of founder shares (in Shares) | 250,000 | |||||
Internal compliance consultant period | 2 years | |||||
Stable Road Acquisition Corp [Member] | Momentus [Member] | ||||||
Subsequent Events (Details) [Line Items] | ||||||
Civil penalty | 7,000,000 | |||||
Stable Road Acquisition Corp [Member] | Momentus [Member] | Subsequent Event [Member] | ||||||
Subsequent Events (Details) [Line Items] | ||||||
Civil penalty | $ 7,000,000 | |||||
Stable Road Acquisition Corp [Member] | Mr.Kabot [Member] | ||||||
Subsequent Events (Details) [Line Items] | ||||||
Civil penalty | $ 40,000 | |||||
Stable Road Acquisition Corp [Member] | Mr.Kabot [Member] | Subsequent Event [Member] | ||||||
Subsequent Events (Details) [Line Items] | ||||||
Civil penalty | $ 40,000 |
Description of Organization a_2
Description of Organization and Business Operations (Details) - Stable Road Acquisition Corp [Member] - USD ($) | Oct. 07, 2020 | Nov. 13, 2019 | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Description of Organization and Business Operations (Details) [Line Items] | |||||
Underwriting fees | $ 3,450,000 | ||||
Deferred underwriting fees | 6,900,000 | $ 6,900,000 | |||
Offering costs | $ 574,857 | $ 574,857 | |||
Net offering proceeds | $ 172,500,000 | ||||
Share price unit (in Dollars per share) | $ 10 | $ 10 | $ 10 | ||
Percentage of assets held in trust account | 80.00% | ||||
Dissolution expenses | $ 100,000 | $ 100,000 | |||
AggregateOfPublicSharesPercentage | 15.00% | 15.00% | |||
Obligation to redeem public | 100.00% | 100.00% | |||
Interest expense | $ 100,000 | ||||
Initial public offering (in Dollars per share) | $ (10) | $ (10) | |||
Description of merger agreement | the Merger Agreement, the aggregate merger consideration payable to the equityholders of Momentus will be paid in equity consideration equal to $566,600,000, minus Momentus’ indebtedness for borrowed money as of the closing of the Mergers (the “Closing”), plus the amount of Momentus’ cash and cash equivalents (excluding restricted cash as determined in accordance with GAAP, any cash being held on behalf of Momentus’ customers and any security deposits for leases) as of the Closing, plus the aggregate exercise price of all outstanding options and warrants (the “Merger Consideration”). The Merger Consideration payable to the stockholders of Momentus will be paid in shares of newly issued Class A common stock of SRAC, with a deemed value of $10 per share. | the Merger Agreement, the aggregate merger consideration payable to the equityholders of Momentus will be paid in equity consideration equal to $1,131,000,000, minus Momentus’ indebtedness for borrowed money as of the closing of the Mergers (the “Closing”), plus the amount of Momentus’ cash and cash equivalents (excluding restricted cash as determined in accordance with GAAP, any cash being held on behalf of Momentus’ customers and any security deposits for leases) as of the Closing, plus the aggregate exercise price of all outstanding options and warrants (the “Merger Consideration”). The Merger Consideration payable to the stockholders of Momentus will be paid in shares of newly issued Class A common stock of SRAC, with a deemed value of $10 per share. | |||
Purchase price per share (in Dollars per share) | $ 10 | ||||
Transaction costs | $ 10,924,857 | ||||
Underwriting fees | $ 3,450,000 | ||||
Merger Agreement [Member] | |||||
Description of Organization and Business Operations (Details) [Line Items] | |||||
Repurchase agreement description | the Company and Momentus entered into a repurchase agreement (the “Repurchase Agreement”) pursuant to which, among other things, the Company has agreed to repurchase a certain number of shares of Class A common stock from an investor in Momentus, at a purchase price of $10.00 per share, immediately following the Closing (the “Repurchase”). The Repurchase is contingent on the amount of available cash the Company has at the Closing from (a) the Private Placement (and any alternative financing arranged by the Company and Momentus in the event the Private Placement becomes unavailable) and (b) the funds in the Company’s trust account (after taking into account payments required to satisfy SRAC’s stockholder redemptions), after further deducting the amount of the Company’s transaction expenses and Momentus’ transaction expenses (“Net Proceeds”) being in excess of $265 million. If Net Proceeds exceed $265,000,000 but are less than $280,000,000, the number of shares of Class A common stock subject to the Repurchase will be equal to the amount by which Net Proceeds exceed $250 million, divided by $10.00. In the event Net Proceeds are in excess of $280,000,000, the number of shares of Class A common stock subject to the Repurchase will be equal to $30,000,000, divided by $10.00. At the closing of the Repurchase, the Company will be entitled to deduct from such cash payment an amount equal to 3.3% of such cash payment (representing PML’s obligation to pay Momentus a portion of its transaction expenses). | ||||
Investors [Member] | |||||
Description of Organization and Business Operations (Details) [Line Items] | |||||
Price per warrant (in Dollars per share) | $ 11.50 | ||||
Series of Individually Immaterial Business Acquisitions [Member] | |||||
Description of Organization and Business Operations (Details) [Line Items] | |||||
Transaction costs | $ 10,924,857 | ||||
Percentage of assets held in trust account | 80.00% | ||||
Business combination of voting interest, percentage | 50.00% | 50.00% | |||
Net tangible assets of business combination | $ 5,000,001 | $ 5,000,001 | |||
IPO [Member] | |||||
Description of Organization and Business Operations (Details) [Line Items] | |||||
(in Shares) | 17,250,000 | ||||
Gross proceeds | $ 172,500,000 | ||||
Net offering proceeds | $ 172,500,000 | ||||
Initial public offering (in Dollars per share) | $ 17,250,000 | ||||
Description of business combination agreement | (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets less taxes payable. This liability will not apply with respect to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) or to any claims under the Company’s indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. The Company’s independent registered public accounting firm and the underwriter of the Initial Public Offering will not execute agreements with the Company waiving such claims to the monies held in the Trust Account. | (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets less taxes payable. This liability will not apply with respect to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) or to any claims under the Company’s indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. The Company’s independent registered public accounting firm and the underwriter of the Initial Public Offering will not execute agreements with the Company waiving such claims to the monies held in the Trust Account. | |||
Common stock shares purchased (in Shares) | 19,662 | ||||
Description of outstanding voting securities | The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. | ||||
Over-Allotment Option [Member] | |||||
Description of Organization and Business Operations (Details) [Line Items] | |||||
(in Shares) | 2,250,000 | ||||
Price per share (in Dollars per share) | $ 10 | ||||
Share price unit (in Dollars per share) | $ 10 | ||||
Purchase an additional units (in Shares) | 2,250,000 | ||||
Private Placement [Member] | |||||
Description of Organization and Business Operations (Details) [Line Items] | |||||
(in Shares) | 545,000 | ||||
Price per share (in Dollars per share) | $ 10 | ||||
Gross proceeds | $ 5,450,000 | $ 5,450,000 | |||
Share price unit (in Dollars per share) | $ 10 | ||||
Initial public offering (in Shares) | 545,000 | ||||
Class A Common Stock [Member] | |||||
Description of Organization and Business Operations (Details) [Line Items] | |||||
Common stock shares purchased (in Shares) | 6,379,970 | 6,668,084 | 2,369,468 | ||
Description of business combination | (a) approval by SRAC’s stockholders and Momentus’ stockholders, (b) SRAC having at least $5,000,001 of net tangible assets as of the effective time of the consummation of the Mergers, and (c) the approval of the listing of the shares of Class A common stock to be issued in connection with the Closing on The Nasdaq Stock Market LLC and the effectiveness of a Registration Statement on Form S-4. The Merger Agreement may be terminated under certain customary and limited circumstances prior to the consummation of the Mergers. | ||||
Repurchase agreement description | Each Unit consists of one share of Class A common stock and one-half of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 7). | Each Unit consists of one share of Class A common stock and one-half of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 7). | |||
Class A Common Stock [Member] | Series of Individually Immaterial Business Acquisitions [Member] | |||||
Description of Organization and Business Operations (Details) [Line Items] | |||||
Business acquired description | (a) approval by SRAC’s stockholders and Momentus’ stockholders, (b) SRAC having at least $5,000,001 of net tangible assets as of the effective time of the consummation of the Mergers, and (c) the approval of the listing of the shares of Class A common stock to be issued in connection with the Closing on The Nasdaq Stock Market LLC and the effectiveness of a Registration Statement on Form S-4. The Merger Agreement may be terminated under certain customary and limited circumstances prior to the consummation of the Mergers. | ||||
Class A Common Stock [Member] | Private Placement [Member] | |||||
Description of Organization and Business Operations (Details) [Line Items] | |||||
(in Shares) | 11,000,000 | ||||
Price per share (in Dollars per share) | $ 10 | ||||
Purchase an aggregate of shares (in Shares) | 11,000,000 | ||||
Repurchase agreement description | Each Placement Unit consists of one share of Class A common stock (“Placement Share”) and one-half of one redeemable warrant (“Placement Warrant”). Each whole Placement Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share. The proceeds from the Placement Units were added to the proceeds from the Initial Public Offering held in the Trust Account. |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies (Details) - Schedule of calculation of basic and diluted net income per common share - Stable Road Acquisition Corp [Member] - USD ($) | 3 Months Ended | 6 Months Ended | 7 Months Ended | 12 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | |
Numerator: Net Income allocable to Redeemable Class A Common Stock | ||||||
Interest Income | $ 4,311 | $ 355,824 | $ 23,357 | $ 1,025,613 | $ 346,011 | $ 1,134,391 |
Less: Income and Franchise Tax available to be withdrawn from the Trust Account | (4,311) | (355,824) | (23,357) | (1,025,613) | ||
Redeemable Net Income | ||||||
Net Income/Basic and Diluted Redeemable Class A Common Stock (in Dollars per share) | $ 0 | $ 0.02 | $ 0 | $ 0.04 | ||
Redeemable Class A Common Stock, Basic and Diluted (in Shares) | 17,240,709 | 17,250,000 | 17,245,329 | 17,250,000 | ||
Numerator: Net Income minus Net Income – Basic | ||||||
Net Income | $ (2,884,835) | $ 1,222,072 | $ 2,881,651 | $ 2,431,243 | ||
Less: Redeemable Net Income – Basic (in Shares) | ||||||
Non-Redeemable Net Loss | $ (2,884,835) | $ 1,222,072 | $ 2,881,651 | $ 2,431,243 | ||
Net income, Basic Non-Redeemable Class A and B Common Stock (in Dollars per share) | $ (0.59) | $ 0.19 | $ 0.59 | $ 0.35 | ||
Non-Redeemable Class A and B Common Stock, Basic (in Shares) | 4,857,500 | 4,857,500 | 4,857,500 | 4,857,500 | ||
Numerator: Net Income minus Net Earnings – Diluted | ||||||
Non-Redeemable Net Income – Basic | $ (2,884,835) | $ 1,222,072 | $ 2,881,651 | $ 2,431,243 | ||
Less: Change in Fair Value of Derivative Liability (in Shares) | (1,904,150) | (1,185,700) | (10,623,913) | (2,135,400) | ||
Non-Redeemable Net Loss – Diluted | $ (4,788,985) | $ 36,372 | $ (7,742,262) | $ 295,843 | ||
Denominator: Weighted Average Non-Redeemable Class A and B Common Stock | ||||||
Non-Redeemable Class A and B Common Stock, Diluted (in Shares) | 5,005,558 | 4,857,500 | 7,105,104 | 4,857,500 | ||
Net loss, Diluted Non-Redeemable Class A and B Common Stock (in Dollars per share) | $ (0.96) | $ 0.19 | $ (1.09) | $ 0.35 |
Initial Public Offering (Detail
Initial Public Offering (Details) - Stable Road Acquisition Corp [Member] - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
IPO [Member] | ||
Initial Public Offering (Details) [Line Items] | ||
Share units | 17,250,000 | 17,250,000 |
Share units per share | $ 10 | $ 10 |
Over-Allotment Option [Member] | ||
Initial Public Offering (Details) [Line Items] | ||
Share units | 2,250,000 | 2,250,000 |
Class A Common Stock [Member] | ||
Initial Public Offering (Details) [Line Items] | ||
Share units per share | $ 11.50 | $ 11.50 |
Description of shares | Each Unit consists of one share of Class A common stock and one-half of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 7). | Each Unit consists of one share of Class A common stock and one-half of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 7). |
Private Placement (Details)
Private Placement (Details) - Placement Warrant [Member] - Stable Road Acquisition Corp [Member] - USD ($) | Oct. 07, 2020 | Jun. 30, 2021 | Dec. 31, 2020 |
Private Placement (Details) [Line Items] | |||
Number of placement units | 545,000 | ||
Sponsor [Member] | |||
Private Placement (Details) [Line Items] | |||
Purchased an aggregate of placement units | 545,000 | ||
Stock price per share | $ 10 | $ 10 | |
Purchase price | $ 5,450,000 | $ 5,450,000 | |
Number of placement units | 545,000 | ||
Class A Common Stock [Member] | |||
Private Placement (Details) [Line Items] | |||
Placement unit description | Each Placement Unit consists of one share of Class A common stock (“Placement Share”) and one-half of one redeemable warrant (“Placement Warrant”). Each whole Placement Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share. The proceeds from the Placement Units were added to the proceeds from the Initial Public Offering held in the Trust Account. | ||
Number of placement units | 11,000,000 | ||
Class A Common Stock [Member] | |||
Private Placement (Details) [Line Items] | |||
Placement unit description | Each Placement Unit consists of one share of Class A common stock (“Placement Share”) and one-half of one redeemable warrant (“Placement Warrant”). Each whole Placement Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share. The proceeds from the Placement Units were added to the proceeds from the Initial Public Offering held in the Trust Account. |
Warrant Liabilities (Details)
Warrant Liabilities (Details) - Stable Road Acquisition Corp [Member] - shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Warrant Liabilities (Details) [Line Items] | ||
Public warrants | 8,625,000 | |
Private placement warrants | 272,500 | |
Warrant expire | 5 years | 5 years |
Public warrants, description | • 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; and• if, and only if, the reported last sale price of the Company’s 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. | • 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; and• if, and only if, the reported last sale price of the Company’s 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. |
Business Combination [Member] | ||
Warrant Liabilities (Details) [Line Items] | ||
Business combination, description | In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), and (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the shares of Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. | In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), and (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the shares of Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. |
Class A Common Stock [Member] | ||
Warrant Liabilities (Details) [Line Items] | ||
Aggregate shares | 12,066,667 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Stable Road Acquisition Corp [Member] - USD ($) | Nov. 13, 2019 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2020 |
Fair Value Measurements (Details) [Line Items] | |||||||
Assets held in the trust account, cash | $ 1,258 | $ 1,258 | $ 636 | ||||
Interest income | 184,489 | $ 824,873 | 184,489 | $ 824,873 | 872,653 | ||
Assets held in the trust account, cash | 636 | ||||||
Assets held in the trust account, cash | 873 | ||||||
Total fair value | $ 7,331,250 | ||||||
U.S. Treasury Securities [Member] | |||||||
Fair Value Measurements (Details) [Line Items] | |||||||
Assets held in the trust account, cash | $ 172,748,233 | $ 172,748,233 | 173,107,113 | ||||
Assets held in the trust account, cash | 173,107,113 | ||||||
Assets held in the trust account, cash | 172,845,138 | ||||||
Private Placement Warrants [Member] | |||||||
Fair Value Measurements (Details) [Line Items] | |||||||
Price per warrants (in Dollars per share) | $ 1.67 | $ 4.51 | $ 4.51 | ||||
Aggregate value | $ 500,000 | $ 1,200,000 | 526,000 | 2,500,000 | |||
Public Warrants [Member] | |||||||
Fair Value Measurements (Details) [Line Items] | |||||||
Price per warrants (in Dollars per share) | $ 1.57 | $ 4.20 | $ 4.20 | ||||
Aggregate value | $ 13,500,000 | $ 36,200,000 | $ 7,300,000 | $ 45,600,000 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of fair value of held-to-maturity securities - Stable Road Acquisition Corp [Member] | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Schedule of Held-to-maturity Securities [Line Items] | |
Held-To-Maturity | U.S.Treasury Securities |
Amortized Cost | $ 173,107,113 |
Gross Holding Gains | 1,887 |
Fair Value | $ 173,109,000 |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Schedule of liabilities that are measured at fair value on a recurring basis - Stable Road Acquisition Corp [Member] - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
U.S. Treasury Securities [Member] | Level 1 [Member] | ||
Fair Value Measurements (Details) - Schedule of liabilities that are measured at fair value on a recurring basis [Line Items] | ||
Marketable securities held in Trust Account – U.S. Treasury Securities Money Market Fund | $ 172,748,233 | |
Public Warrants [Member] | Level 1 [Member] | ||
Fair Value Measurements (Details) - Schedule of liabilities that are measured at fair value on a recurring basis [Line Items] | ||
Warrant Liability | 36,225,000 | $ 45,625,388 |
Private Placement Warrants [Member] | Level 3 [Member] | ||
Fair Value Measurements (Details) - Schedule of liabilities that are measured at fair value on a recurring basis [Line Items] | ||
Warrant Liability | $ 1,228,975 | $ 2,452,500 |
Fair Value Measurements (Deta_4
Fair Value Measurements (Details) - Schedule of key inputs into the Black-Scholes model for the private placement warrants - Stable Road Acquisition Corp [Member] - $ / shares | 6 Months Ended | 7 Months Ended | 12 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | |
Fair Value Measurements (Details) - Schedule of key inputs into the Black-Scholes model for the private placement warrants [Line Items] | ||||
Risk-free interest rate | 0.89% | 1.73% | 1.74% | 0.31% |
Holding period (years) | 5 years 1 month 13 days | 5 years 3 months | 5 years 3 months | 5 years 3 months |
Volatility | 25.00% | 25.00% | 25.00% | 25.00% |
Exercise price | $ 11.50 | $ 11.50 | $ 11.50 | $ 11.50 |
Underlying value | $ 13.97 | $ 9.50 | $ 9.96 | $ 10.08 |
Fair Value Measurements (Deta_5
Fair Value Measurements (Details) - Schedule of private placement warrants and public warrants - Stable Road Acquisition Corp [Member] - Private Placement [Member] | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Fair Value Measurements (Details) - Schedule of private placement warrants and public warrants [Line Items] | |
Fair value as of December 31, 2020 | $ 2,452,500 |
Change in valuation inputs or other assumptions | (1,223,525) |
Fair value as of June 30, 2021 | $ 1,228,975 |
Restatement of Previously Iss_3
Restatement of Previously Issued Consolidated Financial Statements (Details) | 12 Months Ended |
Dec. 31, 2020 | |
Stable Road Acquisition Corp [Member] | |
Restatement of Previously Issued Consolidated Financial Statements (Details) [Line Items] | |
Outstanding percentage | 50.00% |
Restatement of Previously Iss_4
Restatement of Previously Issued Consolidated Financial Statements (Details) - Schedule of financial statement - Stable Road Acquisition Corp [Member] - USD ($) | 3 Months Ended | 6 Months Ended | 7 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2020 | Dec. 31, 2020 | Nov. 13, 2019 | |
As Previously Reported [Member] | ||||||||
Condensed Financial Statements, Captions [Line Items] | ||||||||
Warrant Liabilities | ||||||||
Total Liabilities | 6,989,141 | 7,038,476 | 7,240,139 | 7,038,476 | 7,095,309 | 6,989,141 | 9,385,896 | 6,902,150 |
Class A Common Stock Subject to Possible Redemption | 162,243,730 | 162,408,340 | 162,371,970 | 162,408,340 | 162,112,500 | 162,243,730 | 159,347,050 | 162,038,390 |
Class A Common Stock | 157 | 155 | 156 | 155 | 158 | 157 | 186 | 159 |
Additional Paid-in Capital | 4,805,825 | 4,641,217 | 4,677,586 | 4,641,217 | 4,937,054 | 4,805,825 | 7,702,476 | 5,011,163 |
(Accumulated Deficit) Retained Earnings | 193,592 | 358,202 | 321,830 | 358,202 | 62,359 | 193,592 | (2,703,091) | (11,750) |
Total Stockholders’ Equity | 5,000,005 | 5,000,005 | 5,000,003 | 5,000,005 | 5,000,002 | 5,000,005 | 5,000,002 | 5,000,003 |
Statement of operations for period from May 28, 2019 (inception) through December 31, 2019 (audited) | ||||||||
Net income (loss) | (164,610) | 36,372 | 259,471 | 295,843 | 62,359 | 131,233 | (2,765,450) | |
Transaction costs allocable to warrant liabilities | ||||||||
Change in fair value of warrant liabilities | ||||||||
Transaction Costs | ||||||||
Change in fair value of warrant liabilities | ||||||||
Basic and diluted net income (loss) per share, Class A and Class B non-redeemable common stock (in Dollars per share) | $ (0.04) | $ (0.05) | $ (0.04) | $ (0.09) | $ (0.13) | $ (0.72) | ||
Basic net loss per share, Class A and Class B non-redeemable common stock (in Dollars per share) | $ (0.03) | |||||||
Diluted net loss per share, Class A and Class B non-redeemable common stock (in Dollars per share) | ||||||||
Number of Class A common stock subject to redemption | 16,203,839 | |||||||
Adjustments [Member] | ||||||||
Condensed Financial Statements, Captions [Line Items] | ||||||||
Warrant Liabilities | $ 10,424,088 | $ 5,721,775 | $ 6,907,475 | $ 5,721,775 | $ 7,857,175 | $ 10,424,088 | $ 48,077,888 | 13,996,325 |
Total Liabilities | 10,424,088 | 5,721,775 | 6,907,475 | 5,721,775 | 7,857,175 | 10,424,088 | 48,077,888 | 13,996,325 |
Class A Common Stock Subject to Possible Redemption | (10,424,090) | (5,721,780) | (6,907,480) | (5,721,780) | (7,857,180) | (10,424,090) | (48,077,890) | (13,996,330) |
Class A Common Stock | 104 | 57 | 69 | 57 | 78 | 104 | 480 | 140 |
Additional Paid-in Capital | 61,046 | (4,641,217) | (4,677,586) | (4,641,217) | (4,937,054) | 61,046 | 37,714,470 | 857,554 |
(Accumulated Deficit) Retained Earnings | (61,148) | 4,641,165 | 4,677,522 | 4,641,165 | 4,936,981 | (61,148) | (37,714,948) | (857,689) |
Total Stockholders’ Equity | 2 | 5 | 5 | 5 | 5 | 2 | 2 | 5 |
Statement of operations for period from May 28, 2019 (inception) through December 31, 2019 (audited) | ||||||||
Net income (loss) | (4,702,313) | 1,185,700 | 949,700 | 2,135,400 | 5,281,461 | (2,566,913) | (40,220,713) | |
Transaction costs allocable to warrant liabilities | 857,689 | |||||||
Change in fair value of warrant liabilities | (949,700) | (2,135,400) | (6,139,150) | $ 2,566,913 | $ 40,220,713 | |||
Transaction Costs | (857,689) | |||||||
Change in fair value of warrant liabilities | $ (4,702,313) | $ 1,185,700 | $ 949,700 | $ 2,135,400 | $ 6,139,150 | |||
Basic and diluted net income (loss) per share, Class A and Class B non-redeemable common stock (in Dollars per share) | $ (0.96) | $ 0.24 | $ 0.20 | $ 0.44 | $ (0.53) | $ (8.28) | ||
Basic net loss per share, Class A and Class B non-redeemable common stock (in Dollars per share) | $ 1.31 | |||||||
Diluted net loss per share, Class A and Class B non-redeemable common stock (in Dollars per share) | $ 1.24 | |||||||
Number of Class A common stock subject to redemption | (1,399,633) | |||||||
As Restated [Member] | ||||||||
Condensed Financial Statements, Captions [Line Items] | ||||||||
Warrant Liabilities | $ 10,424,088 | $ 5,721,775 | $ 6,907,475 | $ 5,721,775 | $ 7,857,175 | $ 10,424,088 | $ 48,077,888 | 13,996,325 |
Total Liabilities | 17,413,229 | 12,760,251 | 14,147,614 | 12,760,251 | 14,952,484 | 17,413,229 | 57,463,784 | 20,898,475 |
Class A Common Stock Subject to Possible Redemption | 151,819,640 | 156,686,560 | 155,464,490 | 156,686,560 | 154,255,320 | 151,819,640 | 111,269,160 | 148,042,060 |
Class A Common Stock | 261 | 212 | 225 | 212 | 236 | 261 | 666 | 299 |
Additional Paid-in Capital | 4,866,871 | 0 | 0 | 0 | 0 | 4,866,871 | 45,416,946 | 5,868,717 |
(Accumulated Deficit) Retained Earnings | 132,444 | 4,999,367 | 4,999,352 | 4,999,367 | 4,999,340 | 132,444 | (40,418,039) | (869,439) |
Total Stockholders’ Equity | 5,000,007 | 5,000,010 | 5,000,008 | 5,000,010 | 5,000,004 | 5,000,007 | 5,000,004 | 5,000,008 |
Statement of operations for period from May 28, 2019 (inception) through December 31, 2019 (audited) | ||||||||
Net income (loss) | (4,866,923) | 1,222,072 | 1,209,171 | 2,431,243 | 5,343,820 | (2,435,680) | (42,986,163) | |
Transaction costs allocable to warrant liabilities | 857,689 | |||||||
Change in fair value of warrant liabilities | (949,700) | (2,135,400) | (6,139,150) | $ 2,566,913 | $ 40,220,713 | |||
Transaction Costs | (857,689) | |||||||
Change in fair value of warrant liabilities | $ (4,702,313) | $ 1,185,700 | $ 949,700 | $ 2,135,400 | $ 6,139,150 | |||
Basic and diluted net income (loss) per share, Class A and Class B non-redeemable common stock (in Dollars per share) | $ (1) | $ 0.19 | $ 0.16 | $ 0.35 | $ (0.66) | $ (9) | ||
Basic net loss per share, Class A and Class B non-redeemable common stock (in Dollars per share) | $ 1.28 | |||||||
Diluted net loss per share, Class A and Class B non-redeemable common stock (in Dollars per share) | $ 1.24 | |||||||
Number of Class A common stock subject to redemption | $ 14,804,206 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies (Details) - Schedule of calculation of basic and diluted net income (loss) per common share - Stable Road Acquisition Corp [Member] - USD ($) | 7 Months Ended | 12 Months Ended |
Dec. 31, 2019 | Dec. 31, 2020 | |
Numerator: Net Income (loss) allocable to Redeemable Class A Common Stock | ||
Interest Income | $ 346,011 | $ 1,134,391 |
Income and Franchise Tax | (167,069) | (378,916) |
Redeemable Net Income | $ 178,942 | $ 755,475 |
Redeemable Class A Common Stock, Basic and Diluted | 17,250,000 | 17,250,000 |
Net Income (loss)/Basic and Diluted Redeemable Class A Common Stock | $ 0.01 | $ 0.04 |
Numerator: Net Income (loss) minus Redeemable Net Income (loss) | ||
Net Income (loss) | $ 5,343,820 | $ (42,986,163) |
Redeemable Net Income (loss) | $ (178,942) | $ (755,475) |
Non-Redeemable Net Income (loss) | $ 5,164,878 | $ (43,741,638) |
Denominator: Weighted Average Non-Redeemable Class A and B Common Stock | ||
Non-Redeemable Class A and B Common Stock, Basic | 4,041,761 | 4,857,500 |
Net Income (loss)/Basic Non-Redeemable Class A and B Common Stock | 1.28 | (9) |
Non-Redeemable Class A and B Common Stock, Diluted | 4,168,777 | 4,857,500 |
Net Income (loss)/Diluted Non-Redeemable Class A and B Common Stock | 1.24 | (9) |
Income Tax (Details) - Schedule
Income Tax (Details) - Schedule of net deferred tax assets - Stable Road Acquisition Corp [Member] - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Income Tax (Details) - Schedule of net deferred tax assets [Line Items] | ||
Organizational costs/Startup expenses | $ 763,877 | $ 24,483 |
Total deferred tax asset | 763,877 | 24,483 |
Valuation allowance | (763,877) | (24,483) |
Deferred tax asset, net of allowance |
Income Tax (Details) - Schedu_2
Income Tax (Details) - Schedule of net income tax provision - Stable Road Acquisition Corp [Member] - USD ($) | 3 Months Ended | 6 Months Ended | 7 Months Ended | 12 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | |
Income Tax (Details) - Schedule of net income tax provision [Line Items] | ||||||
Current | $ 47,567 | $ 178,866 | ||||
Deferred | (24,483) | (739,394) | ||||
Change in valuation allowance | 24,483 | 739,394 | ||||
Income tax provision | $ 3,757 | $ 177,196 | $ 47,567 | $ 178,866 |
Income Tax (Details) - Schedu_3
Income Tax (Details) - Schedule reconciliation of federal income tax rate and effective tax rate - Stable Road Acquisition Corp [Member] | 7 Months Ended | 12 Months Ended |
Dec. 31, 2019 | Dec. 31, 2020 | |
Income Tax (Details) - Schedule reconciliation of federal income tax rate and effective tax rate [Line Items] | ||
Statutory federal income tax rate | 21.00% | 21.00% |
Change in fair value of warrant liability | (23.90%) | (19.70%) |
Transaction costs allocable to warrant liabilities | 3.30% | |
Change in valuation allowance | 0.50% | (1.70%) |
Income tax provision | 0.90% | (0.40%) |
Fair Value Measurements (Deta_6
Fair Value Measurements (Details) - Schedule of fair value of held-to-maturity securities - Level 1 [Member] - Stable Road Acquisition Corp [Member] - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Schedule of Held-to-maturity Securities [Line Items] | ||
Amortized Cost | $ 173,107,113 | $ 172,845,138 |
Gross Holding Gain | 1,887 | 13,410 |
Fair Value | $ 173,109,000 | $ 172,858,548 |
US Treasury Securities [Member] | ||
Schedule of Held-to-maturity Securities [Line Items] | ||
Held-To-Maturity | U.S. Treasury Securities (Mature on 1/5/2021) | U.S. Treasury Securities (Matured on 5/14/2020) |
Fair Value Measurements (Deta_7
Fair Value Measurements (Details) - Schedule of liabilities that are measured at fair value on a recurring basis - Stable Road Acquisition Corp [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Level 1 [Member] | ||
Fair Value Measurements (Details) - Schedule of liabilities that are measured at fair value on a recurring basis [Line Items] | ||
Total liabilities | $ 45,625,388 | $ 7,331,250 |
Level 3 [Member] | ||
Fair Value Measurements (Details) - Schedule of liabilities that are measured at fair value on a recurring basis [Line Items] | ||
Total liabilities | $ 2,452,500 | $ 525,925 |
Fair Value Measurements (Deta_8
Fair Value Measurements (Details) - Schedule of key inputs into the Black-Scholes model for the private placement warrants - Stable Road Acquisition Corp [Member] - $ / shares | Nov. 13, 2019 | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 |
Fair Value Measurements (Details) - Schedule of key inputs into the Black-Scholes model for the private placement warrants [Line Items] | |||||
Risk-free interest rate | 0.89% | 1.73% | 1.74% | 0.31% | |
Holding period (years) | 5 years 1 month 13 days | 5 years 3 months | 5 years 3 months | 5 years 3 months | |
Volatility | 25.00% | 25.00% | 25.00% | 25.00% | |
Exercise price (in Dollars per share) | $ 11.50 | $ 11.50 | $ 11.50 | $ 11.50 | |
Underlying value (in Dollars per share) | $ 13.97 | $ 9.50 | $ 9.96 | $ 10.08 | |
Private Placement Warrants [Member] | |||||
Fair Value Measurements (Details) - Schedule of key inputs into the Black-Scholes model for the private placement warrants [Line Items] | |||||
Risk-free interest rate | 1.73% | ||||
Holding period (years) | 5 years 3 months | ||||
Volatility | 25.00% | ||||
Exercise price (in Dollars per share) | $ 11.50 | ||||
Underlying value (in Dollars per share) | $ 9.50 | ||||
Public Warrants [Member] | |||||
Fair Value Measurements (Details) - Schedule of key inputs into the Black-Scholes model for the private placement warrants [Line Items] | |||||
Risk-free interest rate | 1.73% | ||||
Holding period (years) | 1260 years | ||||
Volatility | 25.00% | ||||
Warrant redemption price (in Dollars per share) | $ 18 |
Fair Value Measurements (Deta_9
Fair Value Measurements (Details) - Schedule of private placement warrants and public warrants - Stable Road Acquisition Corp [Member] - USD ($) | 7 Months Ended | 12 Months Ended |
Dec. 31, 2019 | Dec. 31, 2020 | |
Private Placement [Member] | ||
Fair Value Measurements (Details) - Schedule of private placement warrants and public warrants [Line Items] | ||
Fair value at beginning balance | $ 525,925 | |
Initial measurement on November 13, 2019 (IPO) | 455,075 | |
Change in fair value | 70,850 | 1,926,575 |
Transfers out of Level 3 | ||
Fair value at ending balance | 525,925 | 2,452,500 |
Public [Member] | ||
Fair Value Measurements (Details) - Schedule of private placement warrants and public warrants [Line Items] | ||
Fair value at beginning balance | ||
Initial measurement on November 13, 2019 (IPO) | 13,541,250 | |
Change in fair value | (6,210,000) | |
Transfers out of Level 3 | (7,331,250) | |
Fair value at ending balance | ||
Warrant Liabilities [Member] | ||
Fair Value Measurements (Details) - Schedule of private placement warrants and public warrants [Line Items] | ||
Fair value at beginning balance | 525,925 | |
Initial measurement on November 13, 2019 (IPO) | 13,996,325 | |
Change in fair value | (6,139,150) | 1,926,575 |
Transfers out of Level 3 | (7,331,250) | |
Fair value at ending balance | $ 525,925 | $ 2,452,500 |
Events (Unaudited) Subsequent_2
Events (Unaudited) Subsequent to The Date of The Independent Auditor's Report (Details) - Stable Road Acquisition Corp [Member] | 12 Months Ended |
Dec. 31, 2020USD ($)shares | |
Events (Unaudited) Subsequent to The Date of The Independent Auditor's Report (Details) [Line Items] | |
Civil penalty | $ 1,000,000 |
Foundar shares (in Shares) | shares | 250,000 |
Momentus [Member] | |
Events (Unaudited) Subsequent to The Date of The Independent Auditor's Report (Details) [Line Items] | |
Civil penalty | $ 7,000,000 |
Mr.Kabot [Member] | |
Events (Unaudited) Subsequent to The Date of The Independent Auditor's Report (Details) [Line Items] | |
Civil penalty | $ 40,000 |