Cover Page
Cover Page | 9 Months Ended |
Sep. 30, 2021shares | |
Document Information [Line Items] | |
Document Type | 10-Q |
Document Quarterly Report | true |
Document Period End Date | Sep. 30, 2021 |
Document Transition Report | false |
Entity File Number | 001-39128 |
Entity Registrant Name | Momentus Inc. |
Entity Incorporation, State or Country Code | DE |
Entity Tax Identification Number | 84-1905538 |
Entity Address, Address Line One | 3901 N. First Street |
Entity Address, City or Town | San Jose |
Entity Address, State or Province | CA |
Entity Address, Postal Zip Code | 95134 |
City Area Code | 650 |
Local Phone Number | 564-7820 |
Entity Current Reporting Status | Yes |
Entity Interactive Data Current | Yes |
Entity Filer Category | Non-accelerated Filer |
Smaller Reporting Company | true |
Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Shell Company | false |
Entity Common Stock, Shares Outstanding | 80,580,232 |
Entity Central Index Key | 0001781162 |
Current Fiscal Year End Date | --12-31 |
Document Fiscal Year Focus | 2021 |
Document Fiscal Period Focus | Q3 |
Amendment Flag | false |
Class A common stock | |
Document Information [Line Items] | |
Title of 12(b) Security | Class A common stock |
Trading Symbol | MNTS |
Security Exchange Name | NASDAQ |
Warrants | |
Document Information [Line Items] | |
Title of 12(b) Security | Warrants |
Trading Symbol | MNTSW |
Security Exchange Name | NASDAQ |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 178,059 | $ 23,005 |
Restricted cash, current | 820 | 100 |
Prepaids and other current assets | 10,408 | 4,508 |
Total current assets | 189,287 | 27,613 |
Property, machinery and equipment, net | 4,786 | 2,321 |
Intangible assets, net | 344 | 305 |
Operating right of use asset | 7,846 | 316 |
Deferred offering costs | 0 | 2,610 |
Restricted cash, non-current | 313 | 415 |
Other non-current assets | 3,065 | 2,740 |
Total assets | 205,640 | 36,320 |
LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||
Accounts payable | 4,755 | 1,863 |
Accrued expenses | 6,733 | 3,064 |
Loan payable, current | 17,613 | 0 |
Contract liabilities, current | 0 | 1,914 |
Operating lease liability, current | 1,146 | 254 |
Other current liabilities | 5,066 | 220 |
Total current liabilities | 35,313 | 7,314 |
Contract liabilities, non-current | 1,554 | 711 |
Warrant liability | 33,254 | 3,206 |
SAFE notes | 0 | 314,440 |
Operating lease liability, non-current | 7,565 | 72 |
Other non-current liabilities | 437 | 49 |
Total current liabilities | 78,122 | 325,792 |
Stockholders’ deficit: | ||
Common stock, $0.00001 par value; 250,000,000 shares authorized and 80,580,232 issued and outstanding as of September 30, 2021; 142,804,498 shares authorized and 62,510,690 issued and outstanding as of December 31, 2020 | 1 | 1 |
Additional paid-in capital | 333,471 | 39,866 |
Accumulated deficit | (205,954) | (329,338) |
Total stockholders’ equity (deficit) | 127,518 | (289,472) |
Total liabilities and stockholders’ equity (deficit) | $ 205,640 | $ 36,320 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Statement [Abstract] | ||||
Service revenue | Service [Member] | Service [Member] | Service [Member] | Service [Member] |
Service revenue | $ 200 | $ 0 | $ 330 | $ 0 |
Cost of revenue | (184) | 0 | (135) | 0 |
Gross margin | 384 | 0 | 465 | 0 |
Operating expenses: | ||||
Research and development expenses | 9,047 | 5,377 | 39,747 | 13,758 |
Selling, general and administrative expenses | 12,057 | 4,056 | 35,802 | 7,478 |
Total operating expenses | 21,104 | 9,433 | 75,549 | 21,236 |
Loss from operations | (20,721) | (9,433) | (75,084) | (21,236) |
Other income (expense): | ||||
Decrease (increase) in fair value of SAFE notes | 26,924 | (99,107) | 209,291 | (102,695) |
Decrease (increase) in fair value of warrants | (2,712) | (1,324) | 9,826 | (1,317) |
Interest income | 0 | 1 | 2 | 7 |
Interest expense | (4,328) | (67) | (8,685) | (145) |
SEC settlement | 0 | 0 | (7,000) | 0 |
Other income (expense) | (4,778) | (993) | (4,965) | (942) |
Total other income (expense) | 15,107 | (101,489) | 198,469 | (105,093) |
Income (loss) before income taxes | (5,614) | (110,923) | 123,385 | (126,329) |
Income tax provision | 0 | 0 | 1 | 1 |
Net income (loss) | $ (5,614) | $ (110,923) | $ 123,384 | $ (126,329) |
Net income (loss) per share, basic (in dollars per share) | $ (0.09) | $ (1.77) | $ 2.06 | $ (1.97) |
Net income (loss) per share, diluted (in dollars per share) | $ (0.09) | $ (1.77) | $ 1.92 | $ (1.97) |
Weighted average shares outstanding, basic (in shares) | 60,589,566 | 62,722,340 | 59,873,199 | 64,244,006 |
Weighted average shares outstanding, diluted (in shares) | 60,589,566 | 62,722,340 | 64,232,537 | 64,244,006 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT) - USD ($) $ in Thousands | Total | ASC 842 lease accounting adoption | Common stock | Additional paid in capital | Accumulated deficit | Accumulated deficitASC 842 lease accounting adoption | Preferred stock | FF Preferred Stock | Common stock – Class A | Common stock – Class B | Previously Reported | Previously ReportedCommon stock | Previously ReportedAdditional paid in capital | Previously ReportedAccumulated deficit | Previously ReportedPreferred stock | Previously ReportedFF Preferred Stock | Previously ReportedCommon stock – Class A | Previously ReportedCommon stock – Class B | Retroactive application of recapitalizationCommon stock | Retroactive application of recapitalizationAdditional paid in capital | Retroactive application of recapitalizationPreferred stock | Retroactive application of recapitalizationFF Preferred Stock | Retroactive application of recapitalizationCommon stock – Class A | Retroactive application of recapitalizationCommon stock – Class B |
Beginning balance (in shares) at Dec. 31, 2019 | 0 | 0 | 0 | 0 | 144,875,941 | 20,000,000 | 15,493,658 | 80,000,000 | (144,875,941) | (20,000,000) | (15,493,658) | (80,000,000) | ||||||||||||
Beginning balance (in shares) at Dec. 31, 2019 | 64,244,007 | 0 | 64,244,007 | |||||||||||||||||||||
Beginning balance at Dec. 31, 2019 | $ 14,698 | $ (4) | $ 1 | $ 37,004 | $ (22,307) | $ (4) | $ 14,698 | $ 0 | $ 37,004 | $ (22,307) | $ 1 | $ 0 | ||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||
Issuance of common stock upon exercise of stock options (in shares) | 177,345 | |||||||||||||||||||||||
Issuance of common stock upon exercise of stock options | 7 | 7 | ||||||||||||||||||||||
Stock-based compensation – Stock options and RSAs | 102 | 102 | ||||||||||||||||||||||
Stock contribution from co-founder (in shares) | 2,467,415 | |||||||||||||||||||||||
Net income (loss) | (6,255) | (6,255) | ||||||||||||||||||||||
Ending balance (in shares) at Mar. 31, 2020 | 61,953,937 | |||||||||||||||||||||||
Ending balance at Mar. 31, 2020 | 8,547 | $ 1 | 37,112 | (28,566) | ||||||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2019 | 0 | 0 | 0 | 0 | 144,875,941 | 20,000,000 | 15,493,658 | 80,000,000 | (144,875,941) | (20,000,000) | (15,493,658) | (80,000,000) | ||||||||||||
Beginning balance (in shares) at Dec. 31, 2019 | 64,244,007 | 0 | 64,244,007 | |||||||||||||||||||||
Beginning balance at Dec. 31, 2019 | 14,698 | $ (4) | $ 1 | 37,004 | (22,307) | $ (4) | 14,698 | $ 0 | 37,004 | (22,307) | $ 1 | 0 | ||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||
Net income (loss) | (126,329) | |||||||||||||||||||||||
Ending balance (in shares) at Sep. 30, 2020 | 62,384,407 | |||||||||||||||||||||||
Ending balance at Sep. 30, 2020 | (109,932) | $ 1 | 38,707 | (148,640) | ||||||||||||||||||||
Beginning balance (in shares) at Mar. 31, 2020 | 61,953,937 | |||||||||||||||||||||||
Beginning balance at Mar. 31, 2020 | 8,547 | $ 1 | 37,112 | (28,566) | ||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||
Issuance of common stock upon exercise of stock options (in shares) | 17,956 | |||||||||||||||||||||||
Issuance of common stock upon exercise of stock options | 5 | 5 | ||||||||||||||||||||||
Stock-based compensation – Stock options and RSAs | 167 | 167 | ||||||||||||||||||||||
Net income (loss) | (9,152) | (9,152) | ||||||||||||||||||||||
Ending balance (in shares) at Jun. 30, 2020 | 61,971,893 | |||||||||||||||||||||||
Ending balance at Jun. 30, 2020 | (432) | $ 1 | 37,285 | (37,718) | ||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||
Issuance of common stock upon exercise of stock options (in shares) | 412,514 | |||||||||||||||||||||||
Issuance of common stock upon exercise of stock options | 49 | 49 | ||||||||||||||||||||||
Stock-based compensation – Stock options and RSAs | 1,374 | 1,374 | ||||||||||||||||||||||
Net income (loss) | (110,923) | (110,923) | ||||||||||||||||||||||
Ending balance (in shares) at Sep. 30, 2020 | 62,384,407 | |||||||||||||||||||||||
Ending balance at Sep. 30, 2020 | (109,932) | $ 1 | 38,707 | (148,640) | ||||||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2020 | 0 | 0 | 0 | 0 | 144,875,941 | 20,000,000 | 18,398,005 | 70,000,000 | (144,875,941) | (20,000,000) | (18,398,005) | (70,000,000) | ||||||||||||
Beginning balance (in shares) at Dec. 31, 2020 | 62,510,690 | 0 | 62,510,690 | |||||||||||||||||||||
Beginning balance at Dec. 31, 2020 | (289,472) | $ 1 | 39,866 | (329,338) | (289,472) | $ 0 | 39,866 | (329,338) | $ 1 | 0 | ||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||
Issuance of common stock upon exercise of stock options (in shares) | 270,582 | |||||||||||||||||||||||
Issuance of common stock upon exercise of stock options | 24 | $ 0 | 24 | |||||||||||||||||||||
Stock-based compensation – Stock options and RSAs | 5,768 | 5,768 | ||||||||||||||||||||||
Net income (loss) | 64,671 | 64,671 | ||||||||||||||||||||||
Ending balance (in shares) at Mar. 31, 2021 | 62,781,272 | |||||||||||||||||||||||
Ending balance at Mar. 31, 2021 | (219,009) | $ 1 | 45,658 | (264,667) | ||||||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2020 | 0 | 0 | 0 | 0 | 144,875,941 | 20,000,000 | 18,398,005 | 70,000,000 | (144,875,941) | (20,000,000) | (18,398,005) | (70,000,000) | ||||||||||||
Beginning balance (in shares) at Dec. 31, 2020 | 62,510,690 | 0 | 62,510,690 | |||||||||||||||||||||
Beginning balance at Dec. 31, 2020 | $ (289,472) | $ 1 | 39,866 | (329,338) | $ (289,472) | $ 0 | $ 39,866 | $ (329,338) | $ 1 | $ 0 | ||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||
Issuance of common stock upon exercise of stock options (in shares) | 1,297,711 | |||||||||||||||||||||||
Net income (loss) | $ 123,384 | |||||||||||||||||||||||
Ending balance (in shares) at Sep. 30, 2021 | 80,580,232 | |||||||||||||||||||||||
Ending balance at Sep. 30, 2021 | 127,518 | $ 1 | 333,471 | (205,954) | ||||||||||||||||||||
Beginning balance (in shares) at Mar. 31, 2021 | 62,781,272 | |||||||||||||||||||||||
Beginning balance at Mar. 31, 2021 | (219,009) | $ 1 | 45,658 | (264,667) | ||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||
Issuance of common stock upon exercise of stock options (in shares) | 39,515 | |||||||||||||||||||||||
Issuance of common stock upon exercise of stock options | 11 | 11 | ||||||||||||||||||||||
Stock-based compensation – Stock options and RSAs | 2,344 | 2,344 | ||||||||||||||||||||||
Share repurchase (in shares) | (25,601,733) | |||||||||||||||||||||||
Share repurchase | (22,000) | $ 0 | (22,000) | |||||||||||||||||||||
Net income (loss) | 64,327 | 64,327 | ||||||||||||||||||||||
Ending balance (in shares) at Jun. 30, 2021 | 37,219,054 | |||||||||||||||||||||||
Ending balance at Jun. 30, 2021 | (174,326) | $ 0 | 26,013 | (200,340) | ||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||
Issuance of common stock upon exercise of stock options (in shares) | 966,827 | |||||||||||||||||||||||
Issuance of common stock upon exercise of stock options | 239 | $ 0 | 239 | |||||||||||||||||||||
Stock-based compensation – Stock options and RSAs | 3,075 | 3,075 | ||||||||||||||||||||||
Share repurchase | (18,000) | (18,000) | ||||||||||||||||||||||
Warrant conversion upon exercise (in shares) | 638,125 | |||||||||||||||||||||||
Warrant conversion upon exercise | 7,001 | $ 0 | 7,001 | |||||||||||||||||||||
Shares issued upon conversion of SAFE Notes (in shares) | 12,403,469 | |||||||||||||||||||||||
Shares issued upon conversion of SAFE Notes | 136,001 | $ 0 | 136,001 | |||||||||||||||||||||
Issuance of common stock and warrants, in connection with PIPE (in shares) | 11,000,000 | |||||||||||||||||||||||
Issuance of common stock and warrants, in connection with PIPE | 79,529 | $ 0 | 79,529 | |||||||||||||||||||||
Issuance of common stock and warrants, net of transaction costs, upon merger (in shares) | 18,352,757 | |||||||||||||||||||||||
Issuance of common stock and warrants, net of transaction costs, upon merger | 99,612 | $ 0 | 99,612 | |||||||||||||||||||||
Net income (loss) | (5,614) | (5,614) | ||||||||||||||||||||||
Ending balance (in shares) at Sep. 30, 2021 | 80,580,232 | |||||||||||||||||||||||
Ending balance at Sep. 30, 2021 | $ 127,518 | $ 1 | $ 333,471 | $ (205,954) |
CONSOLIDATED CONDENSED STATEMEN
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 123,384 | $ (126,329) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Depreciation and amortization | 768 | 419 |
Amortization of debt discount and issuance costs | 6,935 | 34 |
(Decrease) increase in fair value of warrants | (9,826) | 1,317 |
(Decrease) increase in fair value of SAFE notes | (209,291) | 102,695 |
Impairment of prepaid launch costs | 9,450 | 0 |
Stock-based compensation expense | 11,187 | 1,642 |
Changes in operating assets and liabilities: | ||
Prepaids and other current assets | (15,350) | (4,873) |
Other non-current assets | (2,908) | 360 |
Accounts payable | 4,357 | 865 |
Accrued expenses | 4,546 | 1,061 |
Other current liabilities | 4,829 | 61 |
Contract liabilities | (1,071) | 1,681 |
Lease liability and right of use asset | 856 | 0 |
Other non-current liabilities | 5 | 0 |
Net cash used in operating activities | (72,129) | (21,068) |
Cash flows from investing activities: | ||
Purchases of property, machinery and equipment | (2,835) | (1,245) |
Purchases of intangible assets | (16) | (99) |
Net cash used in investing activities | (2,852) | (1,345) |
Cash flows from financing activities: | ||
Proceeds from issuance of SAFE notes | 30,853 | 44,650 |
Proceeds from issuance of loan payable | 25,000 | 2,458 |
Proceeds from exercise of stock options | 278 | 61 |
Payment of notes payable | 0 | (1,015) |
Payment of debt issuance costs | (144) | (37) |
Payment of warrant issuance costs | (31) | (1) |
Payment for share repurchase | (40,000) | 0 |
Proceeds from PIPE | 110,000 | 0 |
Proceeds from issuance of common stock upon Merger | 137,282 | 0 |
Payments for transaction costs | (32,585) | 0 |
Net cash provided by financing activities | 230,653 | 46,116 |
Increase in cash, cash equivalents and restricted cash | 155,672 | 23,704 |
Cash, cash equivalents and restricted cash, beginning of period | 23,520 | 13,002 |
Cash, cash equivalents and restricted cash, end of period | 179,191 | 36,706 |
Supplemental disclosure of non-cash investing and financing activities | ||
Issuance of common stock related to conversion of SAFE notes | 136,001 | 0 |
Issuance of common stock related to exercise of warrant liabilities | 7,001 | 0 |
Reclassification of deferred offering costs | 6,203 | 0 |
Deferred offering costs in accounts payable and accrued expenses at period end | 0 | 979 |
Assumption of merger warrants liability | 31,225 | 0 |
Operating lease right-of-use assets in exchange for lease obligations | 8,501 | 0 |
Supplemental disclosure of cash flow information | ||
Cash paid for income taxes | 1 | 1 |
Cash paid for interest | $ 1,750 | $ 84 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2021 | Aug. 13, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | |||
Common stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 | |
Common stock, number of shares authorized (in shares) | 250,000,000 | 142,804,498 | |
Common stock issued (in shares) | 80,580,232 | 62,510,690 | |
Common stock outstanding (in shares) | 80,580,232 | 79,772,262 | 62,510,690 |
Nature of Operations
Nature of Operations | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations | Nature of Operations The Company Momentus Inc. (together with its consolidated subsidiaries “Momentus” or the “Company”) is a U.S. commercial space company that plans to offer in-space infrastructure services, including in-space transportation, hosted payloads and in-orbit services. Momentus believes it can make new ways of operating in space possible with its planned in-space transfer and service vehicles that will be powered by an innovative water plasma-based propulsion system that is under development. The Company anticipates flying its Vigoride vehicle to Low Earth Orbit on a third-party launch provider as early as June 2022, subject to receipt of licenses and government approvals, and successful completion of our current efforts to get the system ready for flight. Background and Business Combination On August 12, 2021, the Company consummated a merger pursuant to certain Agreement and Plan of Merger, dated October 7, 2020, and as amended on March 5, 2021, April 6, 2021, and June 29, 2021 (the “Merger Agreement”), by and among Stable Road Acquisition Corp (“SRAC”), Project Marvel First Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of SRAC (“First Merger Sub”), and Project Marvel Second Merger Sub, LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of SRAC (“Second Merger Sub”), pursuant to which First Merger Sub merged with and into Momentus Inc., a Delaware corporation (“Legacy Momentus”) with Legacy Momentus as the surviving corporation of the First Merger Sub, and immediately following which Legacy Momentus merged with and into the Second Merger Sub, with the Second Merger Sub as the surviving entity (the “Business Combination”). In connection with the closing of the Business Combination (the “Closing”), the Company changed its name from Stable Road Acquisition Corp. to Momentus Inc., and Legacy Momentus changed its name to Momentus Space, LLC. The Merger was accounted for as a reverse recapitalization under ASC Topic 805, Business Combinations ("ASC 805") in accordance with accounting principles generally accepted in the United States (“GAAP”). Under this method of accounting, SRAC, who was the legal acquirer, is treated as the “acquired” company for financial reporting purposes and Legacy Momentus is treated as the accounting acquirer. Accordingly, for accounting purposes, the Merger is treated as the equivalent of a capital transaction in which Legacy Momentus issued stock for the net assets of SRAC, with no goodwill or other intangible assets recorded, and Legacy Momentus’ financial statements became those of the Company. Reported shares and earnings per share available to holders of the Company’s common stock, prior to the Business Combination, have been retroactively restated as shares reflecting the exchange ratio established in the Business Combination. See Note 3 for more information. Pursuant to the Amended and Restated Certificate of Incorporation of the Company, at the Closing, each share of SRAC’s Class B Common Stock, par value $0.0001 per share (the “Class B Common Stock”), converted into one share of SRAC’s Class A Common Stock. After the Closing and following the effectiveness of the Second Amended and Restated Certificate of Incorporation of the Company, each share of Class A Common Stock was automatically reclassified, redesignated and changed into one validly issued, fully paid and non-assessable share of the Company’s Common Stock, par value $0.00001 per share (the “Common Stock”), without any further action by the Company or any stockholder thereof. Prior to the Business Combination, SRAC’s units, public shares, and public warrants were listed on the Nasdaq under the symbols “SRACU,” “SRAC,” and “SRACW,” respectively. On August 13, 2021, the Company's Class A common stock and public warrants began trading on the Nasdaq, under the symbols “MNTS” and “MNTSW,” respectively. On October 7, 2020 and July 15, 2021, SRAC entered into subscription agreements with certain investors (the “PIPE Investors”) to which such investors collectively subscribed for an aggregate of 11,000,000 shares of the Company’s Class A common stock at $10.00 per share for aggregate gross proceeds of $110.0 million (the “PIPE Investment”). The PIPE Investors were also granted an equal number of private warrants to purchase the Company’s Class A common stock at $11.50 per share. The warrants were recorded as a derivative liability under ASC 815, Derivatives and Hedging and the warrant liability was initially valued at $30.5 million. See Note 11 for more information. The PIPE Investment was consummated concurrently with the closing of the Merger. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 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 Proxy Statement/Prospectus filed on July 21, 2021. There have been no significant changes to our accounting policies during the three and nine months ended September 30, 2021. Unaudited Interim Financial Information The accompanying interim unaudited condensed consolidated financial statements have been prepared in accordance with 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 consolidated 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 consolidated financial statements contain all adjustments that are necessary to present fairly the Company’s financial position as of September 30, 2021 and December 31, 2020, the net income (loss) for the three and nine months ended September 30, 2021 and 2020, the stockholders’ equity (deficit) for the three and nine months ended September 30, 2021 and 2020, and cash flows for the nine months ended September 30, 2021 and 2020. Such adjustments are of a normal and recurring nature. The results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results for the year ending December 31, 2021, or for any future period. These interim condensed consolidated 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. Basis of Presentation The Business Combination was accounted for as a reverse recapitalization in accordance with U.S. GAAP. Under this method of accounting, SRAC is treated as the acquired company and Momentus Inc. is treated as the acquirer for financial statement reporting purposes (the “Combined Company”). Momentus Inc. was determined to be the accounting acquirer as Momentus Inc.'s shareholders prior to the Merger had the greatest voting interest in the combined entity, Momentus Inc. comprises all of the ongoing operations, and Momentus Inc.'s senior management directs operations of the combined entity. Accordingly, for accounting purposes, the financial statements of the Combined Company represent a continuation of the financial statements of Momentus with the acquisition being treated as the equivalent of Momentus issuing stock for the net assets of SRAC, accompanied by a recapitalization. The net assets of SRAC are recorded at historical cost, with no goodwill or other intangible assets recorded. One-time direct and incremental transaction costs incurred by the Company were recorded based on the activities to which the costs relate and the structure of the transaction; cost allocated to the issuance of equity were recorded as a reduction of the amount of equity raised, presented in additional paid in capital, while all costs allocated to the liability classified warrants were charged to expense. In connection with the Business Combination, outstanding units of Momentus were converted into common stock of the Company, par value $0.00001 per share, representing a recapitalization. Momentus is deemed to be the predecessor of the Company, and the consolidated assets and liabilities and results of operations prior to the Closing Date are those of Momentus. The shares and corresponding capital amounts and net income (loss) per share available to common stockholders, prior to the Business Combination, have been retroactively restated as shares reflecting the exchange ratio established in the Business Combination Agreement. 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’s condensed consolidated financials have been prepared assuming the Company will continue as a going concern. The Company has had a history of operating losses and negative cash flows from operations. As of the date of the most recent audited financial statements, December 31, 2020, the Company had concluded that there was substantial doubt about its ability to continue as a going concern within one year of that issuance date. Since that date, the Company has obtained additional funding of $247.3 million in connection with the Business Combination to support its ongoing operations and future growth of the Company. Management has concluded that substantial doubt regarding the Company’s ability to continue as a going concern beyond the next 12 months has been alleviated based upon the recent funding. 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, intangible assets, net, accrued liabilities, income taxes including deferred tax assets and liabilities, impairment valuation, stock-based awards, SAFE notes and warrant liabilities. COVID-19 Pandemic As a result of the COVID-19 pandemic, the U.S. government and various states implemented quarantine requirements and travel restrictions. The extent of the impact of COVID-19 on the Company’s financial statements will depend on future developments, including the duration of the outbreak, resurgences and emergence of variants, all of which are highly uncertain and cannot be predicted. The potential impact of COVID-19 on the Company’s operations is inherently difficult to predict and could adversely impact the Company’s business, financial condition or results of operations. 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 growth companies, and any such election to not take advantage of the extended transition period is irrevocable. The Company is an “emerging growth company” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”) and has elected to take advantage of the benefits of the extended transition period for new or revised financial accounting standards. The Company will remain an emerging growth company until the earliest of (i) the last day of the fiscal year in which the market value of Common Stock that is held by non-affiliates exceeds $700 million as of the end of that year’s second fiscal quarter, (ii) the last day of the fiscal year in which the Post-Combination Company has total annual gross revenue of $1.07 billion or more during such fiscal year (as indexed for inflation), (iii) the date on which the Company has issued more than $1 billion in non-convertible debt in the prior three-year period or (iv) December 31, 2024, and the Company expects to continue to take advantage of the benefits of the extended transition period, although it may decide to early adopt such new or revised accounting standards to the extent permitted by such standards. This may make it difficult or impossible to compare the Company’s financial results with the financial results of another public company that is either not an emerging growth company or is an emerging growth company that has chosen not to take advantage of the extended transition period exemptions because of the potential differences in accounting standards used. Restricted Cash Restricted cash primarily represents deposited cash that is restricted by financial institutions for two purposes. $0.4 million 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 ($0.1 million) is classified as a current asset as it will be returned to the Company one year following the completion of the Business Combination with SRAC, while the remaining $0.3 million is classified as a non-current asset as it will be returned to the Company upon the occurrence of future events which are expected to occur beyond at least one year from September 30, 2021. $0.7 million is restricted for expenditures related to the National Security Agreement (“NSA”) See Note 12. Revenue Recognition The Company enters into contracts for ‘last-mile’ satellite and cargo delivery, payload hosting and in-orbit servicing options with customers that are primarily in the aerospace industry. From inception to September 30, 2021, the Company has not completed a commercial launch of customer cargo and as a result, has not recognized revenue to date for services. However, as of September 30, 2021 and December 31, 2020, the Company has signed contracts with customers including firm orders and options (some of which have already been exercised by customers) and has collected $1.6 million and $2.6 million, respectively, in customer deposits, which are recorded as current and non-current contract liabilities in the Company’s condensed consolidated balance sheet. Included in the collected amount as of September 30, 2021 are $1.6 million of non-current deposits. The Company’s first launch with customers is currently anticipated to occur as early as June 2022, subject to receipt of licenses and government approvals, and successful completion of our current efforts to get the system ready for flight. While a portion of the deposit balance relates to performance obligations that may be satisfied over the next 12 months, the Company will classify customer deposits as non-current until the inaugural launch date is reasonably assured. 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 nine months ended September 30, 2021, the Company recognized revenue related to customer cancelled contracts of $0.3 million, which were previously recorded as a contract liability. The Company also recorded $(0.14) million as a reduction of cost of revenue which represents the reversal of a contingency recorded during the prior year for loss contracts. During the three months ended September 30, 2021 the Company signed amendments with those customers such that the services will no longer be free of charge. The reversed contingency was offset by costs incurred related to one of the cancelled contracts. While the Company’s standard contracts do not contain refund or recourse provisions that enable its customers to recover any non-refundable fees that have been paid, the Company may issue full or partial refunds to customers on a case-by-case basis as necessary to preserve and foster future business relationships and customer goodwill. As a result of the Company’s inability to complete any launches in 2021 (refer to Note 4 for additional information), the Company issued customer refunds of $1.4 million during the three months ended September 30, 2021. Deferred Fulfillment and Prepaid Launch Costs As of September 30, 2021, and December 31, 2020, the Company had $3.0 million and $4.7 million, respectively, of deferred fulfillment and prepaid launch costs in the accompanying condensed consolidated balance sheets. On May 21, 2021, the Company received notification from one of its launch service providers that it was terminating two launch service agreements for flights scheduled during calendar year 2021 and that they considered the Company to be in default of prior payments totaling $8.7 million. The Company believes the prepayments will be non-recoverable as this was the third time the payload was rescheduled. As a result of the notification from one of its launch service providers, the Company recorded an impairment of $8.7 million of current prepaid launch costs during the nine months ended September 30, 2021. See Note 4 for more information. See Note 15 for more information about the potential recovery of a portion of the impaired launch costs. SAFE Notes The Company issued Simple Agreement for Future Equity (“SAFE”) notes to investors during the three months ended March 31, 2021 and the years ended December 31, 2020 and 2019, which were converted to shares of common stock in connection with the Business Combination. Prior to conversion, the Company determined that the SAFE notes were not a legal form of debt (i.e., no creditors’ rights). The SAFE notes included 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 required that the SAFE notes be classified as marked-to-market liabilities pursuant to ASC 480. See Note 9 for more information. Deferred Offering Costs Offering costs consist of legal, accounting, underwriting fees and other costs incurred that were directly related to the Company’s Business Combination. Upon completion of the Business Combination, all deferred offering costs were netted with proceeds from the Business Combination, with costs relating to the issuance of equity recorded as a reduction of the amount of equity raised, presented in additional paid in capital, while all costs related to the liability classified warrants was estimated and charged to expense. See Note 3 for more information. Fair Value Measurement The Company uses valuation approaches that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. A three-tiered hierarchy is established as a basis for considering such assumptions and for inputs used in the valuation methodologies in measuring fair value. This hierarchy requires that the Company use observable market data, when available, and minimize the use of unobservable inputs when determining fair value: • Level 1, observable inputs such as quoted prices in active markets; • Level 2, inputs other than the quoted prices in active markets that are observable either directly or indirectly; • Level 3, unobservable inputs in which there is little or no market data, which requires that the Company develop its own assumptions. The fair values of cash and cash equivalents, accounts payable, and certain prepaid and other current assets and accrued expenses approximate carrying values due to the short-term maturities of these instruments which fall with Level 1 of the fair value hierarchy. The carrying value of certain other non-current assets and liabilities approximates fair value. The Company had no Level 2 inputs on September 30, 2021 and December 31, 2020. The Company’s SAFE note liabilities, prior to conversion in connection with the Business Combination, were marked-to-market liabilities pursuant to ASC 480 and were classified within Level 3 of the fair value hierarchy as the Company was using a backsolve method within the Black Scholes Option Pricing model, which allowed the Company to solve for the implied value of the business based on the terms of the SAFE investments. Significant unobservable inputs included volatility and expected term. The Company performed a fair value measurement of the SAFE notes on the Closing Date and recorded the change in the fair value of the instruments prior to converting them to equity. Warrant Liability The Company’s Private Warrants and Stock Purchase Warrants (defined and discussed in Note 11) are recorded as derivative liabilities pursuant to ASC 815 and are classified within Level 3 of the fair value hierarchy as the Company is using the Black Scholes Option Pricing model to calculate fair value. Significant unobservable inputs, prior to the Company’s stock being publicly listed, included stock price, volatility and expected term. At the end of each reporting period, changes in fair value during the period are recognized as a components of other income (expense), net within the condensed consolidated statements of operations. The Company will continue to adjust the warrant liabilities for changes in fair value until the earlier of a) the exercise or expiration of the warrants or b) the redemption of the warrants, at which time the warrants will be reclassified to additional paid-in capital. The warrants issued by Momentus Inc. prior to the Business Combination were redeemed in connection with the Merger and as a result, the Company performed a fair value measurement of those notes on the Closing Date and recorded the change in the instruments’ fair values prior to converting them to equity. The warrants assumed by the Company as a result of the Business Combination remain outstanding. Basic and Diluted Income (Loss) Per Share Net income (loss) per share is provided in accordance with FASB ASC 260-10, “Earnings per Share”. Basic net income (loss) per share is computed by dividing losses available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted income (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. The table below details the excluded potential common shares where their effect is anti-dilutive for the three and nine months ended September 30, 2021 and 2020. Three Months Ended September 30, 2021 Nine Months Ended September 30, 2021 Three and Nine Months Ended September 30, 2020 Options outstanding under stock incentive plan 4,304,660 — 7,359,841 Options outstanding outside of stock incentive plan — — 134,586 Common stock warrants 20,206,069 19,897,500 499,534 SAFE notes outstanding (shares not reserved) — — 13,909,900 Total 24,510,729 19,897,500 21,903,861 Recently Issued Accounting Standards In August 2020, the FASB issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity , which simplifies the guidance on the issuer’s accounting for convertible debt instruments by removing the separation models for (1) convertible debt with a cash conversion feature and (2) convertible instruments with a beneficial conversion feature. As a result, entities will not separately present in equity an embedded conversion feature in such debt. Instead, they will account for a convertible debt instrument wholly as debt, unless certain other conditions are met. The elimination of these models will reduce reported interest expense and increase reported net income for entities that have issued a convertible instrument that was within the scope of those models before the adoption of ASU 2020-06. Also, ASU 2020-06 requires the application of the if-converted method for calculating diluted earnings per share and the treasury stock method will be no longer available. The provisions of ASU 2020-06 are applicable for fiscal years beginning after December 15, 2021, with early adoption permitted no earlier than fiscal years beginning after December 15, 2020. The Company is currently evaluating the impact of ASU 2020-06 on its financial statements. Although there are several other new accounting pronouncements issued or proposed by the FASB, which have been adopted or will be adopted as applicable, management does not believe any of these accounting pronouncements has had or will have a material impact on the Company’s financial position or results of operations. Recently Adopted Accounting Standards In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the accounting for income taxes, which simplifies the accounting for income taxes by removing certain exceptions to the general principles in income taxes. The amendments also improve consistent application of and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance. The Company adopted this standard on January 1, 2021. The adoption of this standard did not have a material impact on the Company’s financial statements. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). This guidance is intended to increase transparency and comparability among organizations by recognizing lease assets and liabilities on the balance sheet and disclosing key information about lease arrangements. The Company adopted the standard as of January 1, 2020, using the modified retrospective approach and has elected to use the optional transition method which allows the Company to apply the guidance of ASC 840, including disclosure requirements, in the comparative periods presented. In addition, the Company elected the package of practical expedients permitted under the transition guidance within the new standard, which among other things, allowed the Company to carry forward the historical lease classification related to agreements entered prior to adoption. The adoption of the new standard resulted in recognition of operating lease ROU assets and operating lease liabilities of $0.55 million and $0.56 million, respectively, as of January 1, 2020. There was no material cumulative |
Reverse Recapitalization
Reverse Recapitalization | 9 Months Ended |
Sep. 30, 2021 | |
Reverse Recapitalization [Abstract] | |
Reverse Recapitalization | Reverse Recapitalization As discussed in Note 1, " Nature of Operations ", on the Closing Date, SRAC completed the acquisition of Momentus Inc. and acquired 100% of Momentus Inc.’s shares and Momentus Inc. received gross proceeds of $247.3 million, which includes $137.3 million in proceeds from issuance of common stock upon the Merger and $110.0 million in proceeds from the PIPE Investment. The Merger was accounted for as a reverse recapitalization under ASC 805, with Momentus Inc. as the accounting acquirer and SRAC as the acquired company for accounting purposes. Momentus Inc. was determined to be the accounting acquirer as Momentus Inc.'s stockholders prior to the Merger had the greatest voting interest in the combined entity, Momentus Inc. comprises all of the ongoing operations, and Momentus Inc.'s senior management directs operations of the combined entity. Accordingly, all historical financial information presented in these unaudited condensed consolidated financial statements represents the accounts of Momentus Inc. and its wholly owned subsidiary. Net assets were stated at historical cost consistent with the treatment of the transaction as a reverse recapitalization of Momentus Inc. One-time direct and incremental transaction costs incurred by the Company were recorded based on the activities to which the costs relate and the structure of the transaction. Costs of $27.8 million allocated to the issuance of equity were recorded as a reduction of equity raised, presented in additional paid in capital, while costs of $4.8 million allocated to the liability classified warrants were charged to expense. On the Closing Date, each holder of Momentus Inc. preferred and common stock received approximately 0.2467416 shares of the Company’s Class A common stock, par value $0.00001 per share. See Note 11 for additional details of the Company's stockholders' equity (deficit) prior to and subsequent to the Merger. All equity awards of Momentus Inc. were assumed by the Company and converted into comparable equity awards that are settled or exercisable for shares of the Company’s Class A common stock. As a result, each outstanding stock option was converted into an option to purchase shares of the Company’s Class A common stock based on an exchange ratio of 0.2467416, and each outstanding restricted stock award was converted into restricted stock awards of the Company that, upon vesting, may be settled for shares of the Company’s Class A common stock based on an exchange ratio of 0.2467416. Outstanding private warrants of Momentus Inc. common stock were also converted into warrants to purchase shares of the Company’s Class A common stock based on an exchange ratio of 0.2467416. Each public and private warrant of SRAC that was unexercised at the time of the Merger was assumed by the Company and represents the right to purchase one share of the Company’s Class A common stock upon exercise of such warrant. See Note 11 for more information. Lock-up Agreements In conjunction with the Closing, certain insider stockholders executed lock-up agreements, pursuant to which such stockholders agree not to transfer any shares of Class A common stock for a period of six months after the Closing or, if earlier, the first date the closing price of the Class A Common Stock equals or exceeds $12.00 per share for any 20 trading days within any 30-trading day period following the Closing. PIPE Investment On October 7, 2020 and July 15, 2021, SRAC entered into subscription agreements with certain investors (the “PIPE Investors”) to which such investors collectively subscribed for an aggregate of 11,000,000 shares of the Company’s Class A common stock at $10.00 per share for aggregate gross proceeds of $110.0 million (the “PIPE Investment”). The PIPE Investors were also granted an equal number of private warrants to purchase the Company’s Class A common stock at $11.50 per share. The warrants were recorded as a derivative liability under ASC 815, Derivatives and Hedging, and the warrant liability was initially valued at $30.5 million. See Note 11 for more information. The PIPE Investment was consummated concurrently with the closing of the Merger. |
Prepaids and Other Current Asse
Prepaids and Other Current Assets | 9 Months Ended |
Sep. 30, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaids and Other Current Assets | Prepaids and Other Current Assets Prepaids and other current assets consisted of the following: (in thousands) September 30, December 31, Prepaid launch costs, current $ — $ 2,260 Prepaid research and development 5,491 1,453 Prepaid insurance and other assets 4,917 796 Total $ 10,408 $ 4,508 As of September 30, 2021 and December 31, 2020, the non-current portion of prepaid launch costs recorded in other non-current assets was $3.0 million and $2.4 million, respectively. FAA application On May 10, 2021, the Company received a letter from the U.S. Federal Aviation Administration (“FAA”) denying the Company’s application for a payload review for the then-planned June 2021 launch. According to the letter, during an interagency consultation, the FAA was informed that the launch of the Company’s payload posed national security concerns associated with the Company’s then-current corporate structure. The letter further stated that the FAA understood that the Company was undergoing a process that might resolve the national security concerns, and that the FAA could reconsider a payload application when that process was completed. As a result of the FAA application denial, on May 21, 2021, the Company received notification from one of its launch service providers that it was terminating two launch service agreements for flights scheduled during calendar year 2021 and that they considered the Company to be in default of prior payments totaling $8.7 million. The Company believes the prepayments will be non-recoverable as this was the third time the payload was rescheduled. As a result of the notification from one of its launch service providers, the Company recorded an impairment charge of $8.7 million of prepaid launch costs during the nine months ended September 30, 2021. See Note 15 for more information about the potential recovery of a portion of the impaired launch costs. |
Property, Machinery and Equipme
Property, Machinery and Equipment, net | 9 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property, Machinery and Equipment, net | Property, Machinery and Equipment, net Property, machinery and equipment, net consisted of the following: (in thousands) September 30, December 31, Computer equipment $ 178 $ 178 Furniture and fixtures 206 206 Leasehold improvements 2,533 665 Machinery and equipment 3,136 1,936 Construction in-progress 245 118 Property, machinery and equipment, gross 6,299 3,103 Less: accumulated depreciation (1,513) (782) Property, machinery and equipment, net $ 4,786 $ 2,321 Depreciation expense related to property, machinery and equipment was $0.3 million and $0.7 million for the three and nine months ended September 30, 2021, respectively, and was $0.1 million and $0.4 million for the three and nine months ended September 30, 2020, respectively. |
Intangible Assets, net
Intangible Assets, net | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets, net | Intangible Assets, net Intangible assets, net consisted of the following as of September 30, 2021: (in thousands) Gross Value Accumulated Amortization Net Value Weighted average remaining amortization period (in years) Patents/Intellectual Property $ 432 $ (88) $ 344 7.19 Intangible assets, net consisted of the following as of December 31, 2020: (in thousands) Gross Value Accumulated Amortization Net Value Weighted average remaining amortization period (in years) Patents/Intellectual Property $ 357 $ (51) $ 305 7.62 Amortization expense related to intangible assets was $0.01 million and $0.04 million for the three and nine months ended September 30, 2021, respectively, and was $0.01 million and $0.02 million for the three and nine months ended September 30, 2020, respectively. As of September 30, 2021, the future estimated amortization expense related to intangible assets is as follows: (in thousands) Year ending December 31, Amount 2021 (remainder) $ 14 2022 54 2023 54 2024 46 2025 40 Thereafter 136 Total $ 344 |
Leases
Leases | 9 Months Ended |
Sep. 30, 2021 | |
Leases [Abstract] | |
Leases | 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 million over the term of the lease. The Company leases office space under non-cancellable operating leases with terms expiring from December 2021 through February 2028. The leases require monthly lease payments that are subject to annual increase throughout the lease term. The Company adopted ASC 842 as of January 1, 2020, using the modified retrospective approach. Rent expense was $0.4 million and $1.3 million for the three and nine months ended September 30, 2021, respectively, and was $0.1 million and $0.2 million for the three and nine months ended September 30, 2020, respectively. 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: (in thousands) Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Operating lease cost $ 435 $ 68 $ 1,306 $ 204 Variable lease expense 147 6 442 18 Short-term lease expense 2 2 8 4 Total lease expense $ 585 $ 75 $ 1,757 $ 226 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 condensed consolidated balance sheets are as follows: (in thousands) As of September 30, As of December 31, Right of use asset in other non-current assets $ 7,846 $ 316 Other current liabilities $ 1,146 $ 254 Other non-current liabilities 7,565 72 Total lease liability $ 8,711 $ 326 As of September 30, 2021, the maturities of the Company’s operating lease liabilities were as follows: (in thousands) Remainder of 2021 $ 432 2022 1,561 2023 1,533 2024 1,580 2025 1,627 Thereafter 3,700 Total lease payments 10,434 Less: Imputed interest (1,722) Present value of lease liabilities $ 8,711 |
Accrued Expenses
Accrued Expenses | 9 Months Ended |
Sep. 30, 2021 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | Accrued Expenses Accrued expenses consisted of the following: (in thousands) September 30, December 31, Compensation expense $ 2,356 $ 1,371 Legal and other professional services 3,434 268 Research and development projects 539 517 Offering costs — 506 Payroll tax expense 328 328 Other current expense 76 74 Total $ 6,733 $ 3,064 |
SAFE Notes
SAFE Notes | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
SAFE Notes | SAFE Notes The Company issued Simple Agreement for Future Equity (“SAFE”) notes to investors. During the nine months ended September 30, 2021, the Company issued SAFE notes to investors in exchange for aggregate proceeds of $30.9 million. On August 12, 2021, as a result of the Business Combination, all of the Company’s outstanding SAFE notes, representing principal of $78 million and a fair value of $136 million on the conversion date, converted into 12,403,469 shares of Class A common stock of the combined company. Prior to conversion, the Company determined that the SAFE notes were not a legal form of debt (i.e., no creditors’ rights). The SAFE notes included a provision allowing for cash redemption upon the occurrence of a change of control, the occurrence of which was outside the control of the Company. The provision required the SAFE notes be classified as marked-to-market liabilities pursuant to ASC 480. As of September 30, 2021 and December 31, 2020, the estimated fair value of the SAFE notes classified as liabilities was zero and $314.4 million, respectively. The income (loss) reported from the decrease (increase) in the estimated fair value of the SAFE notes, including those |
Loan Payable
Loan Payable | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Loan Payable | Loan Payable Term Loan On February 22, 2021, the Company entered into a Term Loan and Security Agreement (“Term Loan”) which provided the Company with up to $40.0 million in borrowing capacity at an annual interest rate of 12%. $25.0 million of the Term Loan was immediately available for borrowing by the Company at the inception of the agreement, the Company borrowed this amount on March 1, 2021. The remaining $15.0 million of borrowing capacity is no longer available as the Company did not achieve certain milestones needed by the June 30, 2021 deadline. The repayment terms of the Term Loan provide for interest-only payments beginning March 1, 2021 through February 28, 2022. The principal amount is due and payable on March 1, 2022. At the Company’s option, the principal amount of the Term Loan outstanding on March 1, 2022 may be repaid over one 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 upon execution of the agreement. The additional 20% of the warrants was forfeited as of June 30, 2021. The warrant’s original estimated fair value of $15.6 million was recorded as a derivative liability under ASC 815, Derivatives and Hedging, with the offset recorded as a debt discount. On August 12, 2021 the lender exercised the warrant; see Note 11 for discussion on the valuation and conversion of the warrants as of September 30, 2021. Additionally, the Company incurred debt issuance costs of $0.1 million, 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 amortized as interest expense using the effective interest rate method through the term of the loan. Interest expense amortization was $3.6 million and $6.9 million for the three and nine months ended September 30, 2021, respectively. The Company allocated the proceeds from the Term Loan agreement to the note and warrants comprising the financing agreement based on the relative fair value of the individual securities on the February 22, 2021 closing date of the agreements. The discount attributable to the note, an aggregate of $15.8 million, primarily related to the value of the warrant liability with immaterial issuance costs, is amortized using the effective interest method over the one-year term of the note, maturing on March 1, 2022. Because the discount on the note exceeds 63% of its initial face value, and because the discount is amortized over the period from issuance to maturity of one year, the calculated effective interest rate is 125.97%. 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 $4.5 million. Repayment of any amounts issued under the Equipment Loan occurs over 30 months. Interest under the 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 9, 2020, the Company borrowed $1.5 million under the Equipment Loan. The borrowings included an original issuance discount of $0.05 million. Pursuant to the terms of the Equipment Loan, the first six months of payments were interest only and monthly payments, including principal and interest of $0.06 million, began September 1, 2020 and were scheduled to end September 1, 2023. 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 $0.2 million. Under the stock purchase warrant agreement, the lender is also provided the right to invest up to an additional $0.3 million 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 lender exercised the stock purchase warrant on August 12, 2021. The warrant’s original estimated fair value of $0.03 million was recorded as a derivative liability under ASC 815, Derivatives and Hedging, with the offset recorded as a debt discount. See Note 11 for discussion on the valuation and conversion of the warrants as of September 30, 2021. Additionally, the Company incurred debt issuance costs related to the Equipment Loan of $0.04 million, 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 $0.02 million and $0.03 million for the three and nine months ended September 30, 2020, respectively. In December 2020, all of the outstanding principal and accrued interest of $1.5 million 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 $0.07 million was fully expensed in December 2020. The Company’s Loan payable consists of the following at September 30, 2021: (in thousands) September 30, Gross Term Loan $ 25,000 Less: Unamortized debt discount and issuance costs (8,887) Promissory note $ 1,500 Net notes payable, (all current) $ 17,613 There are no principal payments due on the Term loan until March 1, 2022 when the entire loan is due and payable. The promissory note outstanding is held by the Company’s outside counsel for certain legal fees in relation to the Business Combination. The note is due and payable when called by the holder. |
Stockholders_ Equity and Stock-
Stockholders’ Equity and Stock-based Compensation | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Stockholders’ Equity and Stock-based Compensation | Stockholders’ Equity (Deficit) and Stock-based Compensation Common Stock and Preferred Stock On August 13, 2021, The Company’s common stock began trading on the Nasdaq under the symbol “MNTS”. Pursuant to the terms of the Amended and Restated Certificate of Incorporation, the Company is authorized and has available a total of 270,000,000 shares of stock, consisting of (i) 250,000,000 shares of Class A common stock, par value $0.00001 per share (“Class A common stock”), and (ii) 20,000,000 shares of preferred stock, par value $0.00001 per share (“Preferred Stock”). As of September 30, 2021, the Company had 80,580,232 shares of Class A common stock issued and outstanding. There were no shares of preferred stock outstanding as of September 30, 2021. At the Closing, the Company had 79,772,262 shares of common stock outstanding and no shares of preferred stock outstanding. This number of shares at Closing excludes 807,970 of shares which were issued for stock options that were exercised following the Merger. The following summarizes the Company’s common stock outstanding immediately after the Business Combination: Shares % Momentus Space, LLC unit holders 50,419,505 63 % Public stockholders 13,695,257 17 % SRAC and its affiliates 4,657,500 6 % PIPE investors 11,000,000 14 % Total 79,772,262 100 % 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 8, 2021, each of Mr. Kokorich, Nortrone Finance S.A. and Brainyspace LLC (collectively “Co-Founders”) sold, back to the Company, 100% of their respective equity interests in the Company. The Company paid the Co-Founders $40 million for the equity interest purchased. The Company recorded the consideration paid as a reduction of common stock and additional paid in capital. Stock Purchase Warrants In February 2021, the Company entered into a term loan (“Term Loan”) to provide the Company up to $40.0 million of borrowing capacity, of which $25.0 million was borrowed. 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 upon execution of the agreement. The remaining 20% of the warrants were forfeited on June 30, 2021. The warrant’s original estimated fair value of $15.6 million was recorded as a derivative liability under ASC 815, Derivatives and Hedging, with the offset recorded as a debt discount. The Company recorded the changes in the estimated fair value of the warrant of $0.3 million and $(10.7) million for the three and nine months ended September 30, 2021, respectively, were recorded within other income (expense) in the accompanying condensed consolidated statements of operations. The change is included in other income (expense). The warrants were exercised by the lender in conjunction with the Business Combination. The loan remains outstanding as of September 30, 2021. In March 2020, the Company entered into the Equipment Loan to fund the acquisition of specific and eligible equipment. The financing agreement provided the Company up to $4.5 million of borrowing capacity, of which $1.5 million was borrowed (See Note 10). In conjunction with the equipment financing agreement, the Company issued stock purchase warrants to the lender, which allowed for the purchase of 774,527 shares of Series A Preferred Stock or Preferred Stock in a subsequent round of financing. These warrants were also accounted for as a derivative liability and the changes in estimated fair value of the warrant of $0.4 million and $(1.1) million for the three and nine months ended September 30, 2021, respectively, were recorded within other income (expense) in the accompanying condensed consolidated statements of operations. The warrants were exercised by the lender in conjunction with the Business Combination. Public and Private Warrants As of September 30, 2021, the Company had public and private warrants outstanding to purchase 8,625,000 and 11,272,500 of Class A common stock, respectively, related to the Business Combination. The warrants entitle the registered holder to purchase stock at a price of $11.50 per share, subject to adjustment, at any time commencing on August 12, 2021. The public and private warrants expire on the fifth anniversary of the Business Combination, or earlier upon redemption or liquidation. Additionally, the Company has private warrants outstanding to purchase 308,569 shares of Class A common stock, with an exercise price of $0.20 per share, unrelated to the Business Combination. The private warrants assumed in connection with the Business Combination were accounted for as a derivative liability and the change in estimated fair value of the warrants of $2.0 million for the three and nine months ended September 30, 2021 was recorded within other income (expense) in the accompanying condensed consolidated statements of operations. The public warrants and the legacy outstanding private warrants were recorded as equity. Stock Incentive Plans Legacy Stock Plans 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 stock options and restricted stock awards (“RSAs”) to employees, directors, and consultants. The Initial Plan was terminated in November 2018. Awards outstanding under the Initial Plan continue to be governed by the terms of the Initial Plan. In February and March 2020, the Board approved an amendment and restatement to the New 2018 Stock Plan (the “Amended and Restated 2018 Stock Plan”). No additional grants will be made from the Amended and Restated 2018 Plan, however, the options issued and outstanding under the plan continue to be governed by the terms of the Amended and Restated 2018 Plan. 2021 Equity Incentive Plan In connection with the Closing, the Company adopted the 2021 Equity Incentive Plan (the “2021 Plan”), under which 5,982,922 shares of common stock were initially reserved for issuance. Refer to our registration statement on Form S-8, filed on October 18, 2021. The 2021 Plan allows for the issuance of incentive stock options (“ISOs”), non-qualified stock options (“NSOs”), restricted stock awards (“RSAs”), stock appreciation rights (“SARs”), restricted stock units (“RSUs”), and performance awards. The Board of Directors determines the period over which grants become exercisable and grants generally vest over a four-year period. The 2021 Plan became effective immediately following the Closing. The 2021 Plan has an evergreen provision which allows for shares available for issuance under the plan to be increased on the first day of each fiscal year beginning with the 2022 fiscal year and ending on (and including) the first day of the 2031 fiscal year, in each case, in an amount equal to the lessor of (i) three percent (3%) of the outstanding shares on the last day of the immediately preceding fiscal year and (iii) such number of Shares determined by the Board. As of September 30, 2021, no grants have been issued under the 2021 Plan. 2021 Employee Stock Purchase Plan In connection with the Closing, the Company adopted the Employee Stock Purchase Plan (the “2021 ESPP Plan”), under which 1,595,445 shares of common stock were initially reserved for issuance. Refer to our registration statement on Form S-8, filed on October 18, 2021. The Plan provides a means by which eligible employees of the Company may be given an opportunity to purchase shares of common stock at a discount as permitted under the Internal Revenue Service (“IRS”) Code. The 2021 ESPP Plan has an evergreen provision which allows for shares available for issuance under the plan to be increased on the first day of each fiscal year beginning with the 2022 fiscal year and ending on (and including) the first day of the 2031 fiscal year, in each case, in an amount equal to the lessor of (i) half a percent (0.5%) of the outstanding shares on the last day of the calendar month prior to the date of such automatic increase. The 2021 ESPP Plan became effective immediately following the Closing. As of September 30, 2021, no shares have been issued under the 2021 Plan. Options and RSA Activity The following table sets forth the summary of options and RSA activity for the nine months ended September 30, 2021. RSAs were an immaterial portion of activity for the period: (in thousands, except per share data) Total Options Weighted- Average Exercise Price Per Share Weighted- Average Remaining Contractual Term (in years) Aggregate Intrinsic Value Outstanding as of December 31, 2020 7,422,996 $ 0.20 8.49 $ 130,564 Vested exercised (1,297,711) $ 15,263 Forfeitures (1,820,625) Outstanding as of September 30, 2021 4,304,660 $ 0.27 7.64 $ 44,275 Exercisable as of September 30, 2021 2,662,485 $ 0.26 7.28 $ 27,526 Vested and expected to vest as of September 30, 2021 4,304,660 $ 0.27 7.64 $ 44,275 Stock-based compensation expense related to options issued under the Plans was recorded as follows: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2021 2020 2021 2020 Research and development expenses $ 52 $ 34 $ 186 $ 109 Selling, general and administrative expenses 3,023 1,339 11,001 1,533 $ 3,075 $ 1,374 $ 11,187 $ 1,642 The intrinsic value of options exercisable as of September 30, 2021 and 2020 was $27.5 million and $21.4 million, respectively. As of September 30, 2021, there was a total of $0.9 million in unrecognized compensation cost related to unvested options, which is expected to be recognized over a weighted-average period of 1.99 years. The assumptions used under the Black-Scholes-Merton option-pricing model and weighted average fair value of options on the grant date are as follows: Nine Months Ended 2021 2020 Expected term (in years) N/A 5.03 – 6.23 Risk-free interest rate N/A 0.27% – 1.36% Expected volatility N/A 33.89% – 51.78% Dividend yield N/A 0.00% Fair value on grant date N/A $0.32 – $4.70 Stock Option Modifications On August 31, 2021, in connection with the resignation of one of the Company’s former officers, the Company modified the former officer’s outstanding awards, which resulted in the vesting of options for 273,571 shares. The modified option awards have an exercise price of $0.28 per share, expected term of 6.25 years, a risk-free rate of 0.86%, expected volatility of 97% and no expected dividends. This Type III modification resulted in a remeasured fair value of $10.91 per share. The incremental compensation related to the accelerated options totaled $2.9 million. On May 22, 2021, in connection with the resignation of one of the Company’s former directors, the Company modified the former director’s outstanding award, which resulted in the vesting of options for 205,618 shares. The modified option award has an exercise price of $0.28 per share, expected term of one year, a risk-free rate of 0.04%, expected volatility of 65% and no expected dividends. This Type III modification resulted in a remeasured fair value of $10.78 per share. The incremental compensation related to the accelerated options totaled $2.2 million. On January 25, 2021, in connection with the resignation of the Company’s former Chief Executive Officer (“CEO”), Mikhail Kokorich, the Company modified his outstanding awards, which resulted in the vesting of options for 261,070 shares. The modified option awards have exercise prices ranging from $0.04 to $0.28 per share, an expected term of one year, a risk-free interest rate of 0.10%, an expected volatility of 78% and no expected dividends. This Type III modification resulted in a remeasured fair value of $20.91 per share. The incremental compensation related to the accelerated options totaled $5.4 million. 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 Nine Months Ended (in thousands, except per share data) 2021 2020 2021 2020 Numerator: Net income (loss) $ (5,614) $ (110,923) $ 123,384 $ (126,329) Denominator: Denominator for basic net income (loss) per share -weighted average shares outstanding 60,589,566 62,722,340 59,873,199 64,244,006 Dilutive options and unvested stock units outstanding — — 4,056,805 — Dilutive warrants outstanding — — 302,533 — Denominator for diluted net income (loss) per share - adjusted weighted average shares outstanding 60,589,566 62,722,340 64,232,537 64,244,006 Net income (loss) per share - diluted $ (0.09) $ (1.77) $ 1.92 $ (1.97) Basic earnings per share is computed by dividing net income (loss) for the period by the weighted-average number of common shares outstanding during the period. Diluted earnings per share is computed by dividing undistributed earnings allocated to common stockholders for the period by the weighted average number of common shares outstanding during the period, plus the dilutive effect of outstanding preferred shares, dilutive options and unvested stock units, and warrants outstanding pursuant to the treasury stock method. For the three months ended September 30, 2021 and the three and nine months ended September 30, 2020 the Company incurred a net loss and as a result excluded certain outstanding options, unvested stock units, and warrants that would have been anti-dilutive. For the three months ended September 30, 2021, 24,510,729 shares were excluded and for the three and nine months ended September 30, 2020, 21,903,861 shares were excluded. For the nine months ended September 30, 2021, the Company had net income but there were 19,897,500 shares attributable to anti-dilutive warrants in the period, which were excluded. |
Commitment and Contingencies
Commitment and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Legal Proceedings Securities Class Actions On July 15, 2021, a purported stockholder of SRAC filed a putative class action complaint against SRAC, SRC-NI Holdings, LLC ("Sponsor"), Brian Kabot (SRAC CEO), James Norris (SRAC CFO), Momentus, and the Company's co-founder and former CEO, 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 " Jensen class action"). 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 SRAC stock between October 7, 2020 and July 13, 2021. On July 22, 2021 and August 4, 2021, purported stockholders of SRAC filed putative class action complaints against SRAC, SRC-NI Holdings, LLC, Brian Kabot, James Norris, Momentus, and Mikhail Kokorich in the United States District Court for the Central District of California, in cases captioned Hall v. Stable Road Acquisition Corp ., et al ., No. 2:21-cv-05943 (the " Hall class action") and Depoy v. Stable Road Acquisition Corp ., et al ., No. 2:21-cv-06287 (the " Depoy class action"). The allegations in the Hall and Depoy class actions are substantially the same as the allegations in the Jensen class action (collectively, referred to as the "securities class actions") and the purported class period is identical. On October 20, 2021, the securities class actions were consolidated in the first filed matter. Other, similar suits may follow. These securities class actions and other such litigation matters may be time-consuming, divert management’s attention and resources, cause the Company to incur significant defense and settlement costs or liability, even if we believe the claims asserted against us are without merit. We intend to vigorously defend against all such claims. Because of the potential risks, expenses and uncertainties of litigation, as well as claims for indemnity from various of the parties concerned, we may from time to time, settle disputes, even where we believe that we have meritorious claims or defenses. Because litigation is inherently unpredictable, further compounded by various claims for indemnity which may or may not be fully insured, we cannot assure that the results of these actions, either individually or in the aggregate, will not have a material adverse effect on our operating results and financial condition. SEC Settlement and CFIUS Review On January 24, 2021, the Company received a subpoena from the Division of Enforcement of the U.S. Securities and Exchange Commission ("Division of Enforcement") requesting documents regarding the Registration Statement on Form S-4 and Amendment No. 1 thereto 1 (the "Registration Statement") filed by SRAC in connection with the Business Combination. The Company entered into a settlement with the SEC on July 8, 2021. As a result of the settlement, in accordance with ASC 450, Contingencies, the Company paid a fine of $2 million and recorded a liability of $5 million, due one year from the settlement date. In February 2021, the Company and Mr. Kokorich, with support from SRAC, submitted a joint notice to the Committee on Foreign Investment in the United States ("CFIUS") for review of the historical acquisition of interests in the Company by Mr. Kokorich, his wife, and entities that they control in response to concerns of the U.S. Department of Defense regarding the Company’s foreign ownership and control. On June 8, 2021, U.S. Departments of Defense and the Treasury, on behalf of CFIUS, Mr. Kokorich, on behalf of himself and Nortrone Finance S.A. (an entity controlled by Mr. Kokorich), Lev Khasis and Olga Khasis, each in their respective individual capacities and on behalf of Brainyspace LLC (an entity controlled by Olga Khasis) entered into a National Security Agreement (the "NSA"). In accordance with the NSA, Mr. Kokorich, Nortrone Finance S.A., Lev Khasis and his wife Olga Khasis, and Brainyspace LLC fully divested all the Company’s securities beneficially owned by them by selling the securities back to the Company, with the Company payment in full for such securities on August 26, 2021. The NSA establishes various requirements and restrictions on the Company to protect national security, certain of which may materially and adversely affect the Company’s operating results due to the cost of compliance, limitations on the Company’s control over certain U.S. facilities, contracts, personnel, vendor selection and operations, and any potential penalties for noncompliance with such requirements and restrictions. The NSA provides for quarterly compliance auditing by an independent auditor. The NSA further provides for liquidated damages up to $1,000,000 per breach of the NSA. If the CFIUS monitoring agencies, the U.S. Departments of Defense and Treasury, find noncompliance, the CFIUS monitoring agencies could impose penalties, including liquidated damages. The Company had incurred legal expenses of approximately $2.2 million and $9.6 million during the three and nine months ended September 30, 2021 and expects to continue to incur legal expenses related to these matters in the future. Other Litigation and Related Matters From time to time, the Company may be a party to litigation and subject to claims incident to the ordinary course of business on in connection with the matters discussed above. Although the results of litigation and claims cannot be predicted with certainty, the Company currently believes that the final outcome of these matters will not have a material adverse effect on its business. Regardless of the outcome, litigation can have an adverse impact on the Company because of judgment, defense and settlement costs, diversion of management resources and other factors. At each reporting period, the Company evaluates whether or not a potential loss amount or a potential range of loss is probable and reasonably estimable under ASC 450, Contingencies. Legal fees are expensed as incurred. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company’s effective tax rate for the nine months ended September 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. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 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 $0.1 million and $0.4 million for the three and nine months ended September 30, 2020, respectively. There were no payments to the entity during the nine months ended September 30, 2021. In March 2020, Brainyspace LLC, an entity affiliated with Lev Khasis, a co-founder of the Company, contributed 2,467,415 shares of Class B Common Stock back to the Company. In conjunction with the contribution, the Company agreed that if it re-hires Mr. Khasis within a specified time period, that he will receive an option to purchase 1,233,707 shares (on a pre-Business Combination basis), subject to the approval of the Board. The Company has determined it will not re-hire Mr. Khasis so it will not be obligated to issue the option. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events For the interim condensed consolidated financial statements as of September 30, 2021, the Company has evaluated subsequent events through the financial statements issuance date. Launch Services Agreement On October 12, 2021, the Company began discussions with one of its launch service providers about reestablishing a future launch schedule. As a result of the discussion, the Company signed a Launch Services Agreement on October 19, 2021 that reserves space on an upcoming launch, which is targeted for June 2022. While securing space on the manifest is an important step, our plan to launch in June 2022 remains subject to the receipt of licenses and other government approvals, and successful completion of our current efforts to get the system ready for flight. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Business Combination | Business Combination On August 12, 2021, the Company consummated a merger pursuant to certain Agreement and Plan of Merger, dated October 7, 2020, and as amended on March 5, 2021, April 6, 2021, and June 29, 2021 (the “Merger Agreement”), by and among Stable Road Acquisition Corp (“SRAC”), Project Marvel First Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of SRAC (“First Merger Sub”), and Project Marvel Second Merger Sub, LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of SRAC (“Second Merger Sub”), pursuant to which First Merger Sub merged with and into Momentus Inc., a Delaware corporation (“Legacy Momentus”) with Legacy Momentus as the surviving corporation of the First Merger Sub, and immediately following which Legacy Momentus merged with and into the Second Merger Sub, with the Second Merger Sub as the surviving entity (the “Business Combination”). In connection with the closing of the Business Combination (the “Closing”), the Company changed its name from Stable Road Acquisition Corp. to Momentus Inc., and Legacy Momentus changed its name to Momentus Space, LLC. The Merger was accounted for as a reverse recapitalization under ASC Topic 805, Business Combinations ("ASC 805") in accordance with accounting principles generally accepted in the United States (“GAAP”). Under this method of accounting, SRAC, who was the legal acquirer, is treated as the “acquired” company for financial reporting purposes and Legacy Momentus is treated as the accounting acquirer. Accordingly, for accounting purposes, the Merger is treated as the equivalent of a capital transaction in which Legacy Momentus issued stock for the net assets of SRAC, with no goodwill or other intangible assets recorded, and Legacy Momentus’ financial statements became those of the Company. Reported shares and earnings per share available to holders of the Company’s common stock, prior to the Business Combination, have been retroactively restated as shares reflecting the exchange ratio established in the Business Combination. See Note 3 for more information. |
Unaudited Interim Financial Information and Basis of Presentation | The accompanying interim unaudited condensed consolidated financial statements have been prepared in accordance with 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 consolidated 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 consolidated financial statements contain all adjustments that are necessary to present fairly the Company’s financial position as of September 30, 2021 and December 31, 2020, the net income (loss) for the three and nine months ended September 30, 2021 and 2020, the stockholders’ equity (deficit) for the three and nine months ended September 30, 2021 and 2020, and cash flows for the nine months ended September 30, 2021 and 2020. Such adjustments are of a normal and recurring nature. The results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results for the year ending December 31, 2021, or for any future period. These interim condensed consolidated 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. The Business Combination was accounted for as a reverse recapitalization in accordance with U.S. GAAP. Under this method of accounting, SRAC is treated as the acquired company and Momentus Inc. is treated as the acquirer for financial statement reporting purposes (the “Combined Company”). Momentus Inc. was determined to be the accounting acquirer as Momentus Inc.'s shareholders prior to the Merger had the greatest voting interest in the combined entity, Momentus Inc. comprises all of the ongoing operations, and Momentus Inc.'s senior management directs operations of the combined entity. Accordingly, for accounting purposes, the financial statements of the Combined Company represent a continuation of the financial statements of Momentus with the acquisition being treated as the equivalent of Momentus issuing stock for the net assets of SRAC, accompanied by a recapitalization. The net assets of SRAC are recorded at historical cost, with no goodwill or other intangible assets recorded. One-time direct and incremental transaction costs incurred by the Company were recorded based on the activities to which the costs relate and the structure of the transaction; cost allocated to the issuance of equity were recorded as a reduction of the amount of equity raised, presented in additional paid in capital, while all costs allocated to the liability classified warrants were charged to expense. In connection with the Business Combination, outstanding units of Momentus were converted into common stock of the Company, par value $0.00001 per share, representing a recapitalization. Momentus is deemed to be the predecessor of the Company, and the consolidated assets and liabilities and results of operations prior to the Closing Date are those of Momentus. The shares and corresponding capital amounts and net income (loss) per share available to common stockholders, prior to the Business Combination, have been retroactively restated as shares reflecting the exchange ratio established in the Business Combination Agreement. |
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. |
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, intangible assets, net, accrued liabilities, income taxes including deferred tax assets and liabilities, impairment valuation, stock-based awards, SAFE notes and warrant liabilities. |
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 growth companies, and any such election to not take advantage of the extended transition period is irrevocable. The Company is an “emerging growth company” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”) and has elected to take advantage of the benefits of the extended transition period for new or revised financial accounting standards. The Company will remain an emerging growth company until the earliest of (i) the last day of the fiscal year in which the market value of Common Stock that is held by non-affiliates exceeds $700 million as of the end of that year’s second fiscal quarter, (ii) the last day of the fiscal year in which the Post-Combination Company has total annual gross revenue of $1.07 billion or more during such fiscal year (as indexed for inflation), (iii) the date on which the Company has issued more than $1 billion in non-convertible debt in the prior three-year period or (iv) December 31, 2024, and the Company expects to continue to take advantage of the benefits of the extended transition period, although it may decide to early adopt such new or revised accounting standards to the extent permitted by such standards. This may make it difficult or impossible to compare the Company’s financial results with the financial results of another public company that is either not an emerging growth company or is an emerging growth company that has chosen not to take advantage of the extended transition period exemptions because of the potential differences in accounting standards used. |
Restricted Cash | Restricted cash primarily represents deposited cash that is restricted by financial institutions for two purposes. $0.4 million 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 ($0.1 million) is classified as a current asset as it will be returned to the Company one year following the completion of the Business Combination with SRAC, while the remaining $0.3 million is classified as a non-current asset as it will be returned to the Company upon the occurrence of future events which are expected to occur beyond at least one year from September 30, 2021. $0.7 million is restricted for expenditures related to the National Security Agreement (“NSA”) See Note 12. |
Revenue Recognition | The Company enters into contracts for ‘last-mile’ satellite and cargo delivery, payload hosting and in-orbit servicing options with customers that are primarily in the aerospace industry. From inception to September 30, 2021, the Company has not completed a commercial launch of customer cargo and as a result, has not recognized revenue to date for services. However, as of September 30, 2021 and December 31, 2020, the Company has signed contracts with customers including firm orders and options (some of which have already been exercised by customers) and has collected $1.6 million and $2.6 million, respectively, in customer deposits, which are recorded as current and non-current contract liabilities in the Company’s condensed consolidated balance sheet. Included in the collected amount as of September 30, 2021 are $1.6 million of non-current deposits. The Company’s first launch with customers is currently anticipated to occur as early as June 2022, subject to receipt of licenses and government approvals, and successful completion of our current efforts to get the system ready for flight. While a portion of the deposit balance relates to performance obligations that may be satisfied over the next 12 months, the Company will classify customer deposits as non-current until the inaugural launch date is reasonably assured. 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 nine months ended September 30, 2021, the Company recognized revenue related to customer cancelled contracts of $0.3 million, which were previously recorded as a contract liability. The Company also recorded $(0.14) million as a reduction of cost of revenue which represents the reversal of a contingency recorded during the prior year for loss contracts. During the three months ended September 30, 2021 the Company signed amendments with those customers such that the services will no longer be free of charge. The reversed contingency was offset by costs incurred related to one of the cancelled contracts. While the Company’s standard contracts do not contain refund or recourse provisions that enable its customers to recover any non-refundable fees that have been paid, the Company may issue full or partial refunds to customers on a case-by-case basis as necessary to preserve and foster future business relationships and customer goodwill. As a result of the Company’s inability to complete any launches in 2021 (refer to Note 4 for additional information), the Company issued customer refunds of $1.4 million during the three months ended September 30, 2021. |
SAFE Notes | The Company issued Simple Agreement for Future Equity (“SAFE”) notes to investors during the three months ended March 31, 2021 and the years ended December 31, 2020 and 2019, which were converted to shares of common stock in connection with the Business Combination. Prior to conversion, the Company determined that the SAFE notes were not a legal form of debt (i.e., no creditors’ rights). The SAFE notes included 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 required that the SAFE notes be classified as marked-to-market liabilities pursuant to ASC 480. See Note 9 for more information. |
Deferred Offering Costs | Offering costs consist of legal, accounting, underwriting fees and other costs incurred that were directly related to the Company’s Business Combination. Upon completion of the Business Combination, all deferred offering costs were netted with proceeds from the Business Combination, with costs relating to the issuance of equity recorded as a reduction of the amount of equity raised, presented in additional paid in capital, while all costs related to the liability classified warrants was estimated and charged to expense. See Note 3 for more information. |
Fair Value Measurement | The Company uses valuation approaches that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. A three-tiered hierarchy is established as a basis for considering such assumptions and for inputs used in the valuation methodologies in measuring fair value. This hierarchy requires that the Company use observable market data, when available, and minimize the use of unobservable inputs when determining fair value: • Level 1, observable inputs such as quoted prices in active markets; • Level 2, inputs other than the quoted prices in active markets that are observable either directly or indirectly; • Level 3, unobservable inputs in which there is little or no market data, which requires that the Company develop its own assumptions. The fair values of cash and cash equivalents, accounts payable, and certain prepaid and other current assets and accrued expenses approximate carrying values due to the short-term maturities of these instruments which fall with Level 1 of the fair value hierarchy. The carrying value of certain other non-current assets and liabilities approximates fair value. The Company had no Level 2 inputs on September 30, 2021 and December 31, 2020. The Company’s SAFE note liabilities, prior to conversion in connection with the Business Combination, were marked-to-market liabilities pursuant to ASC 480 and were classified within Level 3 of the fair value hierarchy as the Company was using a backsolve method within the Black Scholes Option Pricing model, which allowed the Company to solve for the implied value of the business based on the terms of the SAFE investments. Significant unobservable inputs included volatility and expected term. The Company performed a fair value measurement of the SAFE notes on the Closing Date and recorded the change in the fair value of the instruments prior to converting them to equity. |
Warrant Liability | The Company’s Private Warrants and Stock Purchase Warrants (defined and discussed in Note 11) are recorded as derivative liabilities pursuant to ASC 815 and are classified within Level 3 of the fair value hierarchy as the Company is using the Black Scholes Option Pricing model to calculate fair value. Significant unobservable inputs, prior to the Company’s stock being publicly listed, included stock price, volatility and expected term. At the end of each reporting period, changes in fair value during the period are recognized as a components of other income (expense), net within the condensed consolidated statements of operations. The Company will continue to adjust the warrant liabilities for changes in fair value until the earlier of a) the exercise or expiration of the warrants or b) the redemption of the warrants, at which time the warrants will be reclassified to additional paid-in capital. The warrants issued by Momentus Inc. prior to the Business Combination were redeemed in connection with the Merger and as a result, the Company performed a fair value measurement of those notes on the Closing Date and recorded the change in the instruments’ fair values prior to converting them to equity. The warrants assumed by the Company as a result of the Business Combination remain outstanding. |
Basic and Diluted Income (Loss) Per Share | Net income (loss) per share is provided in accordance with FASB ASC 260-10, “Earnings per Share”. Basic net income (loss) per share is computed by dividing losses available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted income (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. |
Recently Issued and Recently Adopted Accounting Standards | In August 2020, the FASB issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity , which simplifies the guidance on the issuer’s accounting for convertible debt instruments by removing the separation models for (1) convertible debt with a cash conversion feature and (2) convertible instruments with a beneficial conversion feature. As a result, entities will not separately present in equity an embedded conversion feature in such debt. Instead, they will account for a convertible debt instrument wholly as debt, unless certain other conditions are met. The elimination of these models will reduce reported interest expense and increase reported net income for entities that have issued a convertible instrument that was within the scope of those models before the adoption of ASU 2020-06. Also, ASU 2020-06 requires the application of the if-converted method for calculating diluted earnings per share and the treasury stock method will be no longer available. The provisions of ASU 2020-06 are applicable for fiscal years beginning after December 15, 2021, with early adoption permitted no earlier than fiscal years beginning after December 15, 2020. The Company is currently evaluating the impact of ASU 2020-06 on its financial statements. Although there are several other new accounting pronouncements issued or proposed by the FASB, which have been adopted or will be adopted as applicable, management does not believe any of these accounting pronouncements has had or will have a material impact on the Company’s financial position or results of operations. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the accounting for income taxes, which simplifies the accounting for income taxes by removing certain exceptions to the general principles in income taxes. The amendments also improve consistent application of and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance. The Company adopted this standard on January 1, 2021. The adoption of this standard did not have a material impact on the Company’s financial statements. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). This guidance is intended to increase transparency and comparability among organizations by recognizing lease assets and liabilities on the balance sheet and disclosing key information about lease arrangements. The Company adopted the standard as of January 1, 2020, using the modified retrospective approach and has elected to use the optional transition method which allows the Company to apply the guidance of ASC 840, including disclosure requirements, in the comparative periods presented. In addition, the Company elected the package of practical expedients permitted under the transition guidance within the new standard, which among other things, allowed the Company to carry forward the historical lease classification related to agreements entered prior to adoption. The adoption of the new standard resulted in recognition of operating lease ROU assets and operating lease liabilities of $0.55 million and $0.56 million, respectively, as of January 1, 2020. There was no material cumulative |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Antidilutive Shares | The table below details the excluded potential common shares where their effect is anti-dilutive for the three and nine months ended September 30, 2021 and 2020. Three Months Ended September 30, 2021 Nine Months Ended September 30, 2021 Three and Nine Months Ended September 30, 2020 Options outstanding under stock incentive plan 4,304,660 — 7,359,841 Options outstanding outside of stock incentive plan — — 134,586 Common stock warrants 20,206,069 19,897,500 499,534 SAFE notes outstanding (shares not reserved) — — 13,909,900 Total 24,510,729 19,897,500 21,903,861 |
Prepaids and Other Current As_2
Prepaids and Other Current Assets (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Prepaids and Other Current Assets | Prepaids and other current assets consisted of the following: (in thousands) September 30, December 31, Prepaid launch costs, current $ — $ 2,260 Prepaid research and development 5,491 1,453 Prepaid insurance and other assets 4,917 796 Total $ 10,408 $ 4,508 |
Property, Machinery and Equip_2
Property, Machinery and Equipment, net (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Machinery and Equipment, Net | Property, machinery and equipment, net consisted of the following: (in thousands) September 30, December 31, Computer equipment $ 178 $ 178 Furniture and fixtures 206 206 Leasehold improvements 2,533 665 Machinery and equipment 3,136 1,936 Construction in-progress 245 118 Property, machinery and equipment, gross 6,299 3,103 Less: accumulated depreciation (1,513) (782) Property, machinery and equipment, net $ 4,786 $ 2,321 |
Intangible Assets, net (Tables)
Intangible Assets, net (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets, Net | Intangible assets, net consisted of the following as of September 30, 2021: (in thousands) Gross Value Accumulated Amortization Net Value Weighted average remaining amortization period (in years) Patents/Intellectual Property $ 432 $ (88) $ 344 7.19 Intangible assets, net consisted of the following as of December 31, 2020: (in thousands) Gross Value Accumulated Amortization Net Value Weighted average remaining amortization period (in years) Patents/Intellectual Property $ 357 $ (51) $ 305 7.62 |
Schedule of Future Estimated Amortization Expense | As of September 30, 2021, the future estimated amortization expense related to intangible assets is as follows: (in thousands) Year ending December 31, Amount 2021 (remainder) $ 14 2022 54 2023 54 2024 46 2025 40 Thereafter 136 Total $ 344 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Leases [Abstract] | |
Components of Operating Lease Expense | The components of operating lease expense were as follows: (in thousands) Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Operating lease cost $ 435 $ 68 $ 1,306 $ 204 Variable lease expense 147 6 442 18 Short-term lease expense 2 2 8 4 Total lease expense $ 585 $ 75 $ 1,757 $ 226 |
Right-of-Use Assets and Liabilities | The lease right of use assets and lease liabilities recognized in the condensed consolidated balance sheets are as follows: (in thousands) As of September 30, As of December 31, Right of use asset in other non-current assets $ 7,846 $ 316 Other current liabilities $ 1,146 $ 254 Other non-current liabilities 7,565 72 Total lease liability $ 8,711 $ 326 |
Maturities of Operating Lease Liabilities | As of September 30, 2021, the maturities of the Company’s operating lease liabilities were as follows: (in thousands) Remainder of 2021 $ 432 2022 1,561 2023 1,533 2024 1,580 2025 1,627 Thereafter 3,700 Total lease payments 10,434 Less: Imputed interest (1,722) Present value of lease liabilities $ 8,711 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses consisted of the following: (in thousands) September 30, December 31, Compensation expense $ 2,356 $ 1,371 Legal and other professional services 3,434 268 Research and development projects 539 517 Offering costs — 506 Payroll tax expense 328 328 Other current expense 76 74 Total $ 6,733 $ 3,064 |
Loan Payable (Tables)
Loan Payable (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Term Loans Payable | The Company’s Loan payable consists of the following at September 30, 2021: (in thousands) September 30, Gross Term Loan $ 25,000 Less: Unamortized debt discount and issuance costs (8,887) Promissory note $ 1,500 Net notes payable, (all current) $ 17,613 |
Stockholders_ Equity and Stoc_2
Stockholders’ Equity and Stock-based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Schedule of Common Stock Outstanding | The following summarizes the Company’s common stock outstanding immediately after the Business Combination: Shares % Momentus Space, LLC unit holders 50,419,505 63 % Public stockholders 13,695,257 17 % SRAC and its affiliates 4,657,500 6 % PIPE investors 11,000,000 14 % Total 79,772,262 100 % |
Schedule of Options Activity | The following table sets forth the summary of options and RSA activity for the nine months ended September 30, 2021. RSAs were an immaterial portion of activity for the period: (in thousands, except per share data) Total Options Weighted- Average Exercise Price Per Share Weighted- Average Remaining Contractual Term (in years) Aggregate Intrinsic Value Outstanding as of December 31, 2020 7,422,996 $ 0.20 8.49 $ 130,564 Vested exercised (1,297,711) $ 15,263 Forfeitures (1,820,625) Outstanding as of September 30, 2021 4,304,660 $ 0.27 7.64 $ 44,275 Exercisable as of September 30, 2021 2,662,485 $ 0.26 7.28 $ 27,526 Vested and expected to vest as of September 30, 2021 4,304,660 $ 0.27 7.64 $ 44,275 |
Schedule of Stock-Based Compensation Expense | Stock-based compensation expense related to options issued under the Plans was recorded as follows: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2021 2020 2021 2020 Research and development expenses $ 52 $ 34 $ 186 $ 109 Selling, general and administrative expenses 3,023 1,339 11,001 1,533 $ 3,075 $ 1,374 $ 11,187 $ 1,642 |
Schedule of Fair Value Inputs | The assumptions used under the Black-Scholes-Merton option-pricing model and weighted average fair value of options on the grant date are as follows: Nine Months Ended 2021 2020 Expected term (in years) N/A 5.03 – 6.23 Risk-free interest rate N/A 0.27% – 1.36% Expected volatility N/A 33.89% – 51.78% Dividend yield N/A 0.00% Fair value on grant date N/A $0.32 – $4.70 |
Schedule of 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 Nine Months Ended (in thousands, except per share data) 2021 2020 2021 2020 Numerator: Net income (loss) $ (5,614) $ (110,923) $ 123,384 $ (126,329) Denominator: Denominator for basic net income (loss) per share -weighted average shares outstanding 60,589,566 62,722,340 59,873,199 64,244,006 Dilutive options and unvested stock units outstanding — — 4,056,805 — Dilutive warrants outstanding — — 302,533 — Denominator for diluted net income (loss) per share - adjusted weighted average shares outstanding 60,589,566 62,722,340 64,232,537 64,244,006 Net income (loss) per share - diluted $ (0.09) $ (1.77) $ 1.92 $ (1.97) |
Nature of Operations (Details)
Nature of Operations (Details) $ / shares in Units, $ in Thousands | Jul. 15, 2021USD ($)$ / sharesshares | Sep. 30, 2021USD ($)$ / shares | Sep. 30, 2020USD ($) | Aug. 13, 2021$ / shares | Aug. 12, 2021$ / shares | Dec. 31, 2020USD ($)$ / shares |
Schedule of Reverse Recapitalization [Line Items] | ||||||
Common stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 | ||||
Exchange ratio | 0.2467416 | |||||
Number of shares sold (in shares) | shares | 11,000,000 | |||||
Purchase price (in dollars per share) | $ 10 | |||||
Proceeds from PIPE | $ | $ 110,000 | $ 110,000 | $ 0 | |||
Estimated fair value of warrants | $ | $ 30,500 | $ 33,254 | $ 3,206 | |||
Private Warrant | ||||||
Schedule of Reverse Recapitalization [Line Items] | ||||||
Purchase price (in dollars per share) | $ 11.50 | |||||
Common stock – Class B | ||||||
Schedule of Reverse Recapitalization [Line Items] | ||||||
Common stock, par value (in dollars per share) | $ 0.0001 | |||||
Exchange ratio | 1 | |||||
Common Class A | ||||||
Schedule of Reverse Recapitalization [Line Items] | ||||||
Common stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 | ||||
Exchange ratio | 1 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) $ / shares in Units, $ in Thousands | Aug. 12, 2021USD ($) | May 21, 2021agreement | Sep. 30, 2021USD ($)$ / shares | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)$ / shares | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($)$ / shares | Jan. 01, 2020USD ($) |
Cash and Cash Equivalents [Line Items] | ||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.00001 | $ 0.00001 | $ 0.00001 | |||||
Additional funding received in connection with business combination | $ 247,300 | |||||||
Restricted cash, current | $ 820 | $ 820 | $ 100 | |||||
Restricted cash, non-current | 313 | 313 | 415 | |||||
Revenue recognized previously recorded as contract liability | 1,600 | 2,600 | ||||||
Revenue recognized for cancelled contracts previously recorded as contract liability | 300 | |||||||
Reduction in cost of revenue | (184) | $ 0 | (135) | $ 0 | ||||
Refund liability, current | 1,400 | 1,400 | ||||||
Deferred fulfillment and prepaid launch costs | 3,000 | 3,000 | 4,700 | |||||
Number of launch agreements terminated | agreement | 2 | |||||||
Impairment of prepaid launch costs | 8,700 | |||||||
Operating right of use asset | 7,846 | 7,846 | 316 | $ 550 | ||||
Operating lease liabilities | 8,711 | 8,711 | $ 326 | $ 560 | ||||
Cash Designated for Collateral | ||||||||
Cash and Cash Equivalents [Line Items] | ||||||||
Restricted cash | 400 | 400 | ||||||
Restricted cash, current | 100 | 100 | ||||||
Restricted cash, non-current | 300 | 300 | ||||||
Cash Designated for Expenditures under National Security Agreement | ||||||||
Cash and Cash Equivalents [Line Items] | ||||||||
Restricted cash | $ 700 | $ 700 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Antidilutive Shares (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total (in shares) | 24,510,729 | 21,903,861 | 19,897,500 | 21,903,861 |
Options outstanding under stock incentive plan | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total (in shares) | 4,304,660 | 7,359,841 | 0 | 7,359,841 |
Options outstanding outside of stock incentive plan | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total (in shares) | 0 | 134,586 | 0 | 134,586 |
Common stock warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total (in shares) | 20,206,069 | 499,534 | 19,897,500 | 499,534 |
SAFE notes outstanding (shares not reserved) | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total (in shares) | 0 | 13,909,900 | 0 | 13,909,900 |
Reverse Recapitalization (Detai
Reverse Recapitalization (Details) | Aug. 12, 2021USD ($)tradingDay$ / shares | Jul. 15, 2021USD ($)$ / sharesshares | Sep. 30, 2021USD ($)$ / shares | Sep. 30, 2020USD ($) | Aug. 13, 2021$ / shares | Dec. 31, 2020USD ($)$ / shares |
Schedule of Reverse Recapitalization [Line Items] | ||||||
Percentage of voting interest sold | 100.00% | |||||
Additional funding received in connection with business combination | $ 247,300,000 | |||||
Proceeds from issuance of common stock upon Merger | 137,300,000 | $ 137,282,000 | $ 0 | |||
Proceeds from PIPE | $ 110,000,000 | $ 110,000,000 | $ 0 | |||
Payments for transaction costs | 27,800,000 | |||||
Costs recorded to other expenses related to liability classified warrants | $ 4,800,000 | |||||
Exchange ratio | 0.2467416 | |||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.00001 | $ 0.00001 | ||||
Non-transfer period under lock-up agreements | 6 months | |||||
Closing price of common stock (in dollars per share) | $ / shares | $ 12 | |||||
Number of trading days | tradingDay | 20 | |||||
Number of consecutive trading days | tradingDay | 30 | |||||
Number of shares sold (in shares) | shares | 11,000,000 | |||||
Purchase price (in dollars per share) | $ / shares | $ 10 | |||||
Estimated fair value of warrants | $ 30,500,000 | $ 33,254,000 | $ 3,206,000 | |||
Private Warrant | ||||||
Schedule of Reverse Recapitalization [Line Items] | ||||||
Purchase price (in dollars per share) | $ / shares | $ 11.50 | |||||
Common Class A | ||||||
Schedule of Reverse Recapitalization [Line Items] | ||||||
Exchange ratio | 1 | |||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.00001 | $ 0.00001 |
Prepaids and Other Current As_3
Prepaids and Other Current Assets (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid launch costs, current | $ 0 | $ 2,260 |
Prepaid research and development | 5,491 | 1,453 |
Prepaid insurance and other assets | 4,917 | 796 |
Prepaids and other current assets | 10,408 | 4,508 |
Non-current portion of prepaid launch costs | 3,000 | $ 2,400 |
Impairment of prepaid launch costs | $ 8,700 |
Property, Machinery and Equip_3
Property, Machinery and Equipment, net (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | |||||
Property, machinery and equipment, gross | $ 6,299 | $ 6,299 | $ 3,103 | ||
Less: accumulated depreciation | (1,513) | (1,513) | (782) | ||
Property, machinery and equipment, net | 4,786 | 4,786 | 2,321 | ||
Depreciation expense | 300 | $ 100 | 700 | $ 400 | |
Computer equipment | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, machinery and equipment, gross | 178 | 178 | 178 | ||
Furniture and fixtures | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, machinery and equipment, gross | 206 | 206 | 206 | ||
Leasehold improvements | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, machinery and equipment, gross | 2,533 | 2,533 | 665 | ||
Machinery and equipment | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, machinery and equipment, gross | 3,136 | 3,136 | 1,936 | ||
Construction in-progress | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, machinery and equipment, gross | $ 245 | $ 245 | $ 118 |
Intangible Assets, net - Schedu
Intangible Assets, net - Schedule of Intangible Assets, Net (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | |||||
Total | $ 344 | $ 344 | $ 305 | ||
Amortization expense | 10 | $ 10 | 40 | $ 20 | |
Intangible asset impairment | 0 | $ 0 | 0 | $ 0 | |
Patents/Intellectual Property | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Gross Value | 432 | 432 | 357 | ||
Accumulated Amortization | (88) | (88) | (51) | ||
Total | $ 344 | $ 344 | $ 305 | ||
Weighted average remaining amortization period (in years) | 7 years 2 months 8 days | 7 years 7 months 13 days |
Intangible Assets, net - Sche_2
Intangible Assets, net - Schedule of Future Estimated Amortization Expense (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | ||
2021 (remainder) | $ 14 | |
2022 | 54 | |
2023 | 54 | |
2024 | 46 | |
2025 | 40 | |
Thereafter | 136 | |
Total | $ 344 | $ 305 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Jan. 31, 2021 | |
Leases [Abstract] | |||||
Obligation owed under lease agreement | $ 10,434 | $ 10,434 | $ 11,000 | ||
Rent expense | $ 400 | $ 100 | $ 1,300 | $ 200 |
Leases - Components of Operatin
Leases - Components of Operating Lease Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Leases [Abstract] | ||||
Operating lease cost | $ 435 | $ 68 | $ 1,306 | $ 204 |
Variable lease expense | 147 | 6 | 442 | 18 |
Short-term lease expense | 2 | 2 | 8 | 4 |
Total lease expense | $ 585 | $ 75 | $ 1,757 | $ 226 |
Leases - Right-of-Use Assets an
Leases - Right-of-Use Assets and Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Jan. 01, 2020 |
Leases [Abstract] | |||
Right of use asset in other non-current assets | $ 7,846 | $ 316 | $ 550 |
Other current liabilities | 1,146 | 254 | |
Other non-current liabilities | 7,565 | 72 | |
Total lease liability | $ 8,711 | $ 326 | $ 560 |
Leases - Maturities of Operatin
Leases - Maturities of Operating Lease Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Jan. 31, 2021 | Dec. 31, 2020 | Jan. 01, 2020 |
Lessee, Operating Lease, Liability, Payment, Due [Abstract] | ||||
Remainder of 2021 | $ 432 | |||
2022 | 1,561 | |||
2023 | 1,533 | |||
2024 | 1,580 | |||
2025 | 1,627 | |||
Thereafter | 3,700 | |||
Total lease payments | 10,434 | $ 11,000 | ||
Less: Imputed interest | (1,722) | |||
Present value of lease liabilities | $ 8,711 | $ 326 | $ 560 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Compensation expense | $ 2,356 | $ 1,371 |
Legal and other professional services | 3,434 | 268 |
Research and development projects | 539 | 517 |
Offering costs | 0 | 506 |
Payroll tax expense | 328 | 328 |
Other current expense | 76 | 74 |
Total | $ 6,733 | $ 3,064 |
SAFE Notes (Details)
SAFE Notes (Details) - USD ($) $ in Thousands | Aug. 12, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 |
Class of Stock [Line Items] | ||||||
Proceeds from issuance of SAFE notes | $ 30,853 | $ 44,650 | ||||
SAFE notes, principal amount | $ 78,000 | |||||
Fair value of SAFE notes | $ 136,000 | $ 136,001 | ||||
Estimated fair value of SAFE notes | 0 | 0 | $ 314,400 | |||
Income (loss) from decrease (increase) in estimated fair value of SAFE notes | $ 26,924 | $ (99,107) | $ 209,291 | $ (102,695) | ||
Common Class A | ||||||
Class of Stock [Line Items] | ||||||
Liability conversion (in shares) | 12,403,469 |
Loan Payable - Narrative (Detai
Loan Payable - Narrative (Details) - USD ($) $ in Thousands | Mar. 01, 2021 | Feb. 22, 2021 | Mar. 09, 2020 | Feb. 28, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 01, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Jul. 15, 2021 | Jun. 30, 2021 |
Short-term Debt [Line Items] | ||||||||||||
Proceeds from short-term borrowings | $ 25,000 | $ 2,458 | ||||||||||
Estimated fair value of warrants | $ 3,206 | $ 33,254 | 33,254 | $ 30,500 | ||||||||
Term Loan | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Initial borrowing capacity | $ 40,000 | $ 40,000 | ||||||||||
Interest rate | 12.00% | |||||||||||
Proceeds from short-term borrowings | $ 25,000 | $ 25,000 | ||||||||||
Amount no longer available for borrowing | $ 15,000 | |||||||||||
Debt term | 1 year | |||||||||||
Estimated fair value of warrants | $ 15,600 | |||||||||||
Unamortized debt issuance costs | 100 | |||||||||||
Interest expense amortization | $ 3,600 | $ 6,900 | ||||||||||
Unamortized debt discount | $ 15,800 | |||||||||||
Percentage of debt discount in excess of initial face value | 63.00% | |||||||||||
Calculated effective interest rate | 125.97% | |||||||||||
Term Loan | Minimum | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Debt term | 1 year | |||||||||||
Term Loan | Maximum | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Debt term | 2 years | |||||||||||
Term Loan | Stock Purchase Warrants | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Percentage of preferred stock available to be called | 1.00% | 1.00% | ||||||||||
Preferred stock available to be called, percentage earned | 80.00% | 80.00% | 80.00% | |||||||||
Preferred stock available to be called, percentage forfeited | 20.00% | 20.00% | 20.00% | |||||||||
Estimated fair value of warrants | $ 15,600 | |||||||||||
Equipment Loan | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Initial borrowing capacity | $ 4,500 | |||||||||||
Interest rate | 9.75% | |||||||||||
Debt term | 30 months | |||||||||||
Unamortized debt issuance costs | $ 40 | |||||||||||
Interest expense amortization | 70 | $ 20 | $ 30 | |||||||||
Unamortized debt discount | 50 | |||||||||||
Amount of final payment, as a percentage of the loan | 5.00% | |||||||||||
Proceeds from long-term borrowings | 1,500 | |||||||||||
Payments of long-term debt | $ 1,500 | $ 60 | ||||||||||
Equipment Loan | Stock Purchase Warrants | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Estimated fair value of warrants | 30 | |||||||||||
Equipment Loan | Preferred Stock Purchase Warrants | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Value of warrants issued | 200 | |||||||||||
Equipment Loan | Equity and Convertible Debt Stock Purchase Warrants | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Value of warrants issued | $ 300 |
Loans Payable - Schedule of Ter
Loans Payable - Schedule of Term Loans Payable (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Short-term Debt [Line Items] | ||
Net notes payable, (all current) | $ 17,613 | $ 0 |
Term Loan | ||
Short-term Debt [Line Items] | ||
Net notes payable, (all current) | 25,000 | |
Less: Unamortized debt discount and issuance costs | (8,887) | |
Promissory Notes | ||
Short-term Debt [Line Items] | ||
Net notes payable, (all current) | $ 1,500 |
Stockholders_ Equity and Stoc_3
Stockholders’ Equity and Stock-based Compensation - Narrative (Details) - USD ($) | Aug. 31, 2021 | Aug. 13, 2021 | Aug. 12, 2021 | Jun. 30, 2021 | May 22, 2021 | Mar. 01, 2021 | Jan. 25, 2021 | Mar. 09, 2020 | Feb. 28, 2021 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Jul. 15, 2021 | Feb. 22, 2021 | Dec. 31, 2020 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||
Shares of stock authorized (in shares) | 270,000,000 | ||||||||||||||||
Common stock, number of shares authorized (in shares) | 250,000,000 | 250,000,000 | 142,804,498 | ||||||||||||||
Common stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 | $ 0.00001 | ||||||||||||||
Common stock issued (in shares) | 80,580,232 | 80,580,232 | 62,510,690 | ||||||||||||||
Common stock outstanding (in shares) | 79,772,262 | 80,580,232 | 80,580,232 | 62,510,690 | |||||||||||||
Preferred stock outstanding (in shares) | 0 | 0 | 0 | ||||||||||||||
Number of shares exercised following the merger (in shares) | (807,970) | (1,297,711) | |||||||||||||||
Payments for repurchase of common and preferred stock | $ 40,000,000 | $ 0 | |||||||||||||||
Proceeds from short-term borrowings | 25,000,000 | 2,458,000 | |||||||||||||||
Estimated fair value of warrants | $ 33,254,000 | 33,254,000 | $ 30,500,000 | $ 3,206,000 | |||||||||||||
Increase (decrease) in fair value of warrants | $ 2,712,000 | $ 1,324,000 | $ (9,826,000) | 1,317,000 | |||||||||||||
Conversion of warrants to common stock, price per share (in dollars per share) | $ 11.50 | $ 11.50 | |||||||||||||||
Options exercisable, aggregate intrinsic value | $ 27,526,000 | $ 21,400,000 | $ 27,526,000 | $ 21,400,000 | |||||||||||||
Shares excluded from calculation of diluted earnings per share (in shares) | 24,510,729 | 21,903,861 | 19,897,500 | 21,903,861 | |||||||||||||
Warrants | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||
Shares excluded from calculation of diluted earnings per share (in shares) | 20,206,069 | 499,534 | 19,897,500 | 499,534 | |||||||||||||
2021 Equity Incentive Plan | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||
Common stock, number of shares reserved for future issuance (in shares) | 5,982,922 | ||||||||||||||||
Vesting period | 4 years | ||||||||||||||||
Evergreen provision, percentage of outstanding shares | 3.00% | ||||||||||||||||
2021 Employee Stock Purchase Plan | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||
Common stock, number of shares reserved for future issuance (in shares) | 1,595,445 | ||||||||||||||||
Evergreen provision, percentage of outstanding shares | 0.50% | ||||||||||||||||
Options | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||
Unrecognized compensation cost for unvested options | $ 900,000 | $ 900,000 | |||||||||||||||
Unrecognized compensation cost, period of recognition | 1 year 11 months 26 days | ||||||||||||||||
Options | Minimum | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||
Expected term (in years) | 5 years 10 days | ||||||||||||||||
Options | Maximum | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||
Expected term (in years) | 6 years 2 months 23 days | ||||||||||||||||
Options | August 31, 2021 Stock Option Modifications | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||
Number of accelerated vested shares (in shares) | 273,571 | ||||||||||||||||
Exercise price (in dollars per share) | $ 0.28 | ||||||||||||||||
Expected term (in years) | 6 years 3 months | ||||||||||||||||
Risk-free interest rate | 0.86% | ||||||||||||||||
Expected volatility | 97.00% | ||||||||||||||||
Remeasured fair value (in dollars per share) | $ 10.91 | ||||||||||||||||
Incremental compensation cost for accelerated vesting | $ 2,900,000 | ||||||||||||||||
Options | May 22, 2021 Stock Option Modifications | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||
Number of accelerated vested shares (in shares) | 205,618 | ||||||||||||||||
Exercise price (in dollars per share) | $ 0.28 | ||||||||||||||||
Expected term (in years) | 1 year | ||||||||||||||||
Risk-free interest rate | 0.04% | ||||||||||||||||
Expected volatility | 65.00% | ||||||||||||||||
Remeasured fair value (in dollars per share) | $ 10.78 | ||||||||||||||||
Incremental compensation cost for accelerated vesting | $ 2,200,000 | ||||||||||||||||
Options | January 25, 2021 Stock Option Modification | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||
Number of accelerated vested shares (in shares) | 261,070 | ||||||||||||||||
Expected term (in years) | 1 year | ||||||||||||||||
Risk-free interest rate | 0.10% | ||||||||||||||||
Expected volatility | 78.00% | ||||||||||||||||
Remeasured fair value (in dollars per share) | $ 20.91 | ||||||||||||||||
Incremental compensation cost for accelerated vesting | $ 5,400,000 | ||||||||||||||||
Options | January 25, 2021 Stock Option Modification | Minimum | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||
Exercise price (in dollars per share) | $ 0.04 | ||||||||||||||||
Options | January 25, 2021 Stock Option Modification | Maximum | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||
Exercise price (in dollars per share) | $ 0.28 | ||||||||||||||||
Term Loan | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||
Initial borrowing capacity | $ 40,000,000 | $ 40,000,000 | |||||||||||||||
Proceeds from short-term borrowings | $ 25,000,000 | $ 25,000,000 | |||||||||||||||
Estimated fair value of warrants | $ 15,600,000 | ||||||||||||||||
Equipment Loan | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||
Initial borrowing capacity | $ 4,500,000 | ||||||||||||||||
Proceeds from long-term borrowings | $ 1,500,000 | ||||||||||||||||
Stock Purchase Warrants | Term Loan | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||
Percentage of preferred stock available to be called | 1.00% | 1.00% | |||||||||||||||
Preferred stock available to be called, percentage earned | 80.00% | 80.00% | 80.00% | ||||||||||||||
Preferred stock available to be called, percentage forfeited | 20.00% | 20.00% | 20.00% | ||||||||||||||
Estimated fair value of warrants | $ 15,600,000 | ||||||||||||||||
Increase (decrease) in fair value of warrants | $ 300,000 | $ (10,700,000) | |||||||||||||||
Stock Purchase Warrants | Equipment Loan | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||
Estimated fair value of warrants | $ 30,000 | ||||||||||||||||
Increase (decrease) in fair value of warrants | $ 400,000 | $ (1,100,000) | |||||||||||||||
Number of shares available for purchase (in shares) | 774,527 | ||||||||||||||||
Public Warrant | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||
Number of warrants outstanding (in shares) | 8,625,000 | 8,625,000 | |||||||||||||||
Private Placement Warrant | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||
Increase (decrease) in fair value of warrants | $ 2,000,000 | $ 2,000,000 | |||||||||||||||
Number of warrants outstanding (in shares) | 11,272,500 | 11,272,500 | |||||||||||||||
Other Warrants | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||
Number of warrants outstanding (in shares) | 308,569 | 308,569 | |||||||||||||||
Conversion of warrants to common stock, price per share (in dollars per share) | $ 0.20 | $ 0.20 | |||||||||||||||
Co-Founder Divestment and Share Repurchase Agreements | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||
Percentage of equity interests sold | 100.00% | ||||||||||||||||
Payments for repurchase of common and preferred stock | $ 40,000,000 | ||||||||||||||||
Common Class A | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||
Common stock, number of shares authorized (in shares) | 250,000,000 | ||||||||||||||||
Common stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 | $ 0.00001 | ||||||||||||||
Common stock issued (in shares) | 80,580,232 | 80,580,232 | |||||||||||||||
Common stock outstanding (in shares) | 80,580,232 | 80,580,232 | |||||||||||||||
Preferred Stock | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||
Preferred stock, number of shares authorized (in shares) | 20,000,000 | ||||||||||||||||
Preferred stock, par value (in dollars per share) | $ 0.00001 |
Stockholders_ Equity and Stoc_4
Stockholders’ Equity and Stock-based Compensation - Common Stock Outstanding (Details) - shares | Aug. 13, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Class of Stock [Line Items] | |||
Common stock outstanding (in shares) | 79,772,262 | 80,580,232 | 62,510,690 |
Percentage of common stock outstanding | 100.00% | ||
Momentus Space, LLC Unit Holders | |||
Class of Stock [Line Items] | |||
Common stock outstanding (in shares) | 50,419,505 | ||
Percentage of common stock outstanding | 63.00% | ||
Public Stockholders | |||
Class of Stock [Line Items] | |||
Common stock outstanding (in shares) | 13,695,257 | ||
Percentage of common stock outstanding | 17.00% | ||
Stable Road Acquisition Corporation And Affiliates | |||
Class of Stock [Line Items] | |||
Common stock outstanding (in shares) | 4,657,500 | ||
Percentage of common stock outstanding | 6.00% | ||
Private Investment in Public Equity Investors | |||
Class of Stock [Line Items] | |||
Common stock outstanding (in shares) | 11,000,000 | ||
Percentage of common stock outstanding | 14.00% |
Stockholders_ Equity and Stoc_5
Stockholders’ Equity and Stock-based Compensation - Schedule of Options Activity (Details) - USD ($) | Aug. 13, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 |
Total Options | ||||
Beginning balance (in shares) | 7,422,996 | |||
Vested exercised (in shares) | (807,970) | (1,297,711) | ||
Forfeitures (in shares) | 1,820,625 | |||
Ending balance (in shares) | 4,304,660 | 7,422,996 | ||
Weighted- Average Exercise Price Per Share | ||||
Options outstanding, weighted-average exercise price per share (in dollars per share) | $ 0.27 | $ 0.20 | ||
Stock Options Additional Disclosures | ||||
Total options exercisable (in shares) | 2,662,485 | |||
Options exercisable, weighted-average exercise price per share (in dollars per share) | $ 0.26 | |||
Options outstanding, weighted-average remaining contractual term (in years) | 7 years 7 months 20 days | 8 years 5 months 26 days | ||
Options exercisable, weighted-average remaining contractual term (in years) | 7 years 3 months 10 days | |||
Options outstanding, aggregate intrinsic value | $ 44,275,000 | $ 130,564,000 | ||
Options vested exercised, aggregate intrinsic value | 15,263,000 | |||
Options exercisable, aggregate intrinsic value | $ 27,526,000 | $ 21,400,000 | ||
Vested and Expected to Vest | ||||
Total options vested and expected to vest (in shares) | 4,304,660 | |||
Options vested and expected to vest, weighted-average exercise price per share (in dollars per share) | $ 0.27 | |||
Options vested and expected to vest, weighted-average remaining contractual term (in years) | 7 years 7 months 20 days | |||
Options vested and expected to vest, aggregate intrinsic value | $ 44,275,000 |
Stockholders_ Equity and Stoc_6
Stockholders’ Equity and Stock-based Compensation - Schedule of Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 3,075 | $ 1,374 | $ 11,187 | $ 1,642 |
Research and development expenses | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 52 | 34 | 186 | 109 |
Selling, general and administrative expenses | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 3,023 | $ 1,339 | $ 11,001 | $ 1,533 |
Stockholders_ Equity and Stoc_7
Stockholders’ Equity and Stock-based Compensation - Schedule of Fair Value Inputs (Details) - Options | 9 Months Ended |
Sep. 30, 2020$ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Risk-free interest rate, minimum | 0.27% |
Risk-free interest rate, maximum | 1.36% |
Expected volatility, minimum | 33.89% |
Expected volatility, maximum | 51.78% |
Dividend yield | 0.00% |
Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected term (in years) | 5 years 10 days |
Fair value on grant date (in dollars per share) | $ 0.32 |
Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected term (in years) | 6 years 2 months 23 days |
Fair value on grant date (in dollars per share) | $ 4.70 |
Stockholders_ Equity and Stoc_8
Stockholders’ Equity and Stock-based Compensation - Schedule of Income (Loss) per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Numerator: | ||||||||
Net income (loss) | $ (5,614) | $ 64,327 | $ 64,671 | $ (110,923) | $ (9,152) | $ (6,255) | $ 123,384 | $ (126,329) |
Denominator: | ||||||||
Denominator for basic net income (loss) per share - weighted average shares outstanding (in shares) | 60,589,566 | 62,722,340 | 59,873,199 | 64,244,006 | ||||
Dilutive options and unvested stock units outstanding (in shares) | 0 | 0 | 4,056,805 | 0 | ||||
Dilutive warrants outstanding (in shares) | 0 | 0 | 302,533 | 0 | ||||
Denominator for diluted net income (loss) per share - adjusted weighted average shares outstanding (in shares) | 60,589,566 | 62,722,340 | 64,232,537 | 64,244,006 | ||||
Net income (loss) per share - diluted (in dollars per share) | $ (0.09) | $ (1.77) | $ 1.92 | $ (1.97) |
Commitment and Contingencies (D
Commitment and Contingencies (Details) - USD ($) $ in Millions | Jul. 08, 2021 | Feb. 28, 2021 | Sep. 30, 2021 | Sep. 30, 2021 |
SEC Investigation | ||||
Loss Contingencies [Line Items] | ||||
Payments for fines | $ 2 | |||
Contingency recorded as a result of settlement | $ 5 | |||
Legal expenses | $ 2.2 | $ 9.6 | ||
National Security Agreement | ||||
Loss Contingencies [Line Items] | ||||
Potential liquidated damages per breach | $ 1 |
Income Taxes (Details)
Income Taxes (Details) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Income Tax Disclosure [Abstract] | ||
Effective tax rate | 0.00% | 0.00% |
Related Party Transactions (Det
Related Party Transactions (Details) - Affiliated Entity - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Consulting and Technology Development Agreement | |||||
Related Party Transaction [Line Items] | |||||
Payments made to related parties | $ 0 | $ 0.1 | $ 0 | $ 0.4 | |
Share Contribution Agreement | Common stock – Class B | |||||
Related Party Transaction [Line Items] | |||||
Number of options available for purchase (in shares) | 1,233,707 | ||||
Share Contribution Agreement | Common stock – Class B | Brainyspace, LLC | |||||
Related Party Transaction [Line Items] | |||||
Number of shares contributed (in shares) | 2,467,415 |
Subsequent Events (Details)
Subsequent Events (Details) $ in Millions | Oct. 19, 2021USD ($) |
Subsequent Event | |
Subsequent Event [Line Items] | |
Potential recoveries of previously impaired deposits | $ 2.7 |
Uncategorized Items - mnts-2021
Label | Element | Value |
Accounting Standards Update [Extensible Enumeration] | us-gaap_AccountingStandardsUpdateExtensibleList | Accounting Standards Update 2016-02 [Member] |