Cover Page
Cover Page - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Jun. 30, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-K | |
Document Annual Report | true | |
Document Period End Date | Dec. 31, 2021 | |
Current Fiscal Year End Date | --12-31 | |
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 Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Smaller Reporting Company | true | |
Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
ICFR Auditor Attestation Flag | false | |
Entity Shell Company | false | |
Entity Public Float | $ 241.7 | |
Entity Common Stock, Shares Outstanding | 81,211,781 | |
Documents Incorporated by Reference | None. | |
Entity Central Index Key | 0001781162 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | FY | |
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 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2021 | |
Audit Information [Abstract] | |
Auditor Firm ID | 32 |
Auditor Name | Armanino LLP |
Auditor Location | San Ramon, CA |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 160,036 | $ 23,005 |
Restricted cash, current | 197 | 100 |
Prepaids and other current assets | 9,431 | 4,508 |
Total current assets | 169,664 | 27,613 |
Property, machinery and equipment, net | 4,829 | 2,321 |
Intangible assets, net | 349 | 305 |
Operating right-of-use assets | 7,604 | 316 |
Deferred offering costs | 0 | 2,610 |
Restricted cash, non-current | 314 | 415 |
Other non-current assets | 3,065 | 2,740 |
Total assets | 185,825 | 36,320 |
Current liabilities | ||
Accounts payable | 1,911 | 1,863 |
Accrued expenses | 9,785 | 3,064 |
Loan payable, current | 20,907 | 0 |
Contract liabilities, current | 0 | 1,914 |
Operating lease liabilities, current | 1,189 | 254 |
Other current liabilities | 5,075 | 220 |
Total current liabilities | 38,867 | 7,314 |
Contract liabilities, non-current | 1,554 | 711 |
Warrant liability | 5,749 | 3,206 |
SAFE notes | 0 | 314,440 |
Operating lease liabilities, non-current | 7,284 | 72 |
Other non-current liabilities | 483 | 49 |
Total non-current liabilities | 15,070 | 318,478 |
Total liabilities | 53,937 | 325,792 |
Stockholders’ equity (deficit): | ||
Common stock, $0.00001 par value; 250,000,000 shares authorized and 81,211,781 issued and outstanding as of December 31, 2021; 142,804,498 shares authorized and 62,510,690 issued and outstanding as of December 31, 2020 | 1 | 1 |
Additional paid-in capital | 340,570 | 39,866 |
Accumulated deficit | (208,683) | (329,338) |
Total stockholders’ equity (deficit) | 131,888 | (289,472) |
Total liabilities and stockholders’ equity | $ 185,825 | $ 36,320 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 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) | 81,211,781 | 62,510,690 | |
Common stock outstanding (in shares) | 81,211,781 | 79,772,262 | 62,510,690 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||
Service revenue | Service [Member] | Service [Member] |
Service revenue | $ 330 | $ 365 |
(Reversal of) Cost of revenue | (135) | 368 |
Gross margin | 465 | (3) |
Operating expenses: | ||
Research and development expenses | 51,321 | 22,718 |
Gross margin | 48,905 | 11,945 |
Operating expenses: | 100,226 | 34,663 |
Loss from operations | (99,761) | (34,666) |
Other income (expense): | ||
Decrease (increase) in fair value of SAFE notes | 209,291 | (267,290) |
Decrease (increase) in fair value of warrants | 37,330 | (3,177) |
Realized loss on disposal of asset | (17) | (482) |
Interest income | 2 | 7 |
Interest expense | (14,229) | (470) |
SEC settlement | (7,000) | 0 |
Other income (expense): | (4,960) | (949) |
Total other income (expense) | 220,417 | (272,361) |
Income (loss) before income taxes | 120,656 | (307,026) |
Income tax provision | 2 | 1 |
Net income ( loss) | $ 120,654 | $ (307,027) |
Net income (loss) per share, basic (in dollars per share) | $ 1.85 | $ (4.90) |
Net income (loss) per share, fully diluted (in dollars per share) | $ 1.70 | $ (4.90) |
Weighted average shares outstanding, basic (in shares) | 65,177,873 | 62,643,121 |
Weighted average shares outstanding, fully diluted (in shares) | 70,918,777 | 62,643,121 |
CONSOLIDATED STATEMENTS OF STOC
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 | $ 14,697 | $ (4) | $ 1 | $ 37,004 | $ (22,307) | $ (4) | $ 14,697 | $ 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) | 734,099 | |||||||||||||||||||||||
Issuance of common stock upon exercise of stock options | 91 | $ 0 | 91 | |||||||||||||||||||||
Stock-based compensation – Stock options and RSAs | 2,771 | 2,771 | ||||||||||||||||||||||
Stock contribution from co-founder (in shares) | (2,467,416) | |||||||||||||||||||||||
Stock contribution from co-founder | 0 | $ 0 | 0 | |||||||||||||||||||||
Net income (loss) | (307,027) | (307,027) | ||||||||||||||||||||||
Ending balance (in shares) at Dec. 31, 2020 | 62,510,690 | |||||||||||||||||||||||
Ending balance at Dec. 31, 2020 | $ (289,472) | $ 1 | 39,866 | (329,338) | ||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||
Issuance of common stock upon exercise of stock options (in shares) | 1,535,804 | 1,510,467 | ||||||||||||||||||||||
Issuance of common stock upon exercise of stock options | $ 336 | $ 0 | 336 | |||||||||||||||||||||
Issuance of common stock upon vesting of RSUs (in shares) | 433,188 | |||||||||||||||||||||||
Issuance of common stock upon vesting of RSUs | 0 | $ 0 | 0 | |||||||||||||||||||||
Stock-based compensation – Stock options and RSAs | 18,382 | 18,382 | ||||||||||||||||||||||
Share repurchase related to Section 16 Officer tax coverage exchange (in shares) | (35,185) | |||||||||||||||||||||||
Share repurchase related to Section 16 Officer tax coverage exchange | (151) | (151) | ||||||||||||||||||||||
Share repurchase (in shares) | (25,601,730) | |||||||||||||||||||||||
Share repurchase | (40,000) | $ 0 | (40,000) | |||||||||||||||||||||
Shares issued upon exercise and conversion of Warrant (in shares) | 638,125 | |||||||||||||||||||||||
Shares issued upon exercise and conversion of Warrant | 6,999 | $ 0 | 6,999 | |||||||||||||||||||||
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 | 75,114 | $ 0 | 75,114 | |||||||||||||||||||||
Issuance of common stock and warrants, net of issuance costs, upon Business Combination (in shares) | 18,352,757 | |||||||||||||||||||||||
Issuance of common stock and warrants, net of issuance costs, upon Business Combination | 104,022 | $ 0 | 104,022 | |||||||||||||||||||||
Net income (loss) | 120,654 | 120,654 | ||||||||||||||||||||||
Ending balance (in shares) at Dec. 31, 2021 | 81,211,781 | |||||||||||||||||||||||
Ending balance at Dec. 31, 2021 | $ 131,888 | $ 1 | $ 340,570 | $ (208,683) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 120,654 | $ (307,027) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Depreciation and amortization | 1,092 | 590 |
Amortization of debt discount and issuance costs | 11,729 | 116 |
(Decrease) increase in fair value of warrants | (37,330) | 3,177 |
(Decrease) increase in fair value of SAFE notes | (209,291) | 267,290 |
Impairment of prepaid launch costs | 9,450 | 1,500 |
Loss on disposal of fixed and intangible assets | 17 | 482 |
Stock-based compensation expense | 18,452 | 2,771 |
Changes in operating assets and liabilities: | ||
Prepaids and other current assets | (14,373) | (3,616) |
Other non-current assets | (325) | (760) |
Accounts payable | 1,562 | (997) |
Accrued expenses | 7,042 | 1,813 |
Other current liabilities | 4,810 | 211 |
Contract liabilities | (1,071) | 1,916 |
Lease liabilities and right-of-use assets | 859 | 0 |
Other non-current liabilities | 11 | 0 |
Net cash used in operating activities | (86,712) | (32,534) |
Cash flows from investing activities: | ||
Purchases of property, machinery and equipment | (2,972) | (1,502) |
Purchases of intangible assets | (118) | (99) |
Net cash used in investing activities | (3,090) | (1,601) |
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 | 336 | 91 |
Payment for repurchase of Section 16 Officer common shares for tax coverage exchange | (151) | 0 |
Payment of notes payable | (1,500) | (2,507) |
Payment of debt issuance costs | (144) | (37) |
Payment of warrant issuance costs | (31) | (1) |
Payment for repurchase of common shares | (40,000) | 0 |
Proceeds from issuance of common shares in PIPE | 110,000 | 0 |
Payments of issuances costs related to PIPE | (4,416) | 0 |
Proceeds from issuance of common stock upon Business Combination | 128,167 | 0 |
Payments for issuance costs related to Business Combination | (21,285) | 0 |
Net cash provided by financing activities | 226,829 | 44,654 |
Increase in cash, cash equivalents and restricted cash | 137,027 | 10,519 |
Cash, cash equivalents and restricted cash, beginning of period | 23,520 | 13,002 |
Cash, cash equivalents and restricted cash, end of period | 160,547 | 23,520 |
Supplemental disclosure of non-cash investing and financing activities | ||
Fair value of common stock issued upon conversion of SAFE notes | 136,001 | 0 |
Fair value of common stock issued upon conversion of warrants | 6,999 | 0 |
Reclassification of deferred offering costs to APIC | 2,610 | 0 |
Deferred offering costs in accounts payable and accrued expenses at period end | 0 | 506 |
Fair value of warrants assumed upon Business Combination | 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 | $ 2,500 | $ 353 |
Nature of Operations
Nature of Operations | 12 Months Ended |
Dec. 31, 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 “Closing Date”), the Company consummated a merger pursuant to a 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 Business Combination 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 Business Combination 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 Business Combination. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with the Financial Accounting Standards Board (“FASB”)’s “Accounting Standard Codification™” (the “Codification”) which is the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with generally accepted accounting principles (“GAAP”) in the United States. 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 stockholders prior to the Business Combination 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 consolidated 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 fair value, which is equal to 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 shares 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 During the fourth quarter of 2021, we modified the presentation of cash flows related to the Business Combination. The presented impact of the issuance costs allocated to expense (described in Note 3), was moved into the issuance costs line. Additionally the presentation of capitalized issuance costs which were paid during the two quarters prior to the Business Combination was updated to present those expenditures within cash flows from financing activities, rather than cash flows from operations. 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. Principles of consolidation The consolidated financial statements include the financial statements of all the subsidiaries. All inter-company transactions and balances have been eliminated upon consolidation. 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 consolidated 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 (the “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 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. Cash and cash equivalents Cash and cash equivalents consist of cash on hand, cash in bank with no restrictions, as well as highly liquid investments which are unrestricted as to withdrawal or use, and which have remaining maturities of three months or less when initially purchased. 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 December 31, 2021. $0.1 million is restricted for expenditures related to the National Security Agreement (the “NSA”) See Note 12. Deferred Fulfillment and Prepaid Launch Costs We prepay for certain launch costs to third party providers that will carry the transport vehicle to orbit. Prepaid costs allocated to the delivery of a customers’ payload are classified as deferred fulfillment costs and recognized as cost of revenue upon delivery of the customers’ payload. Prepaid costs allocated to our payload are classified as prepaid launch costs and are amortized to research and development expense upon the release of our payload. The allocation is determined based on the distribution between customer and out payload weight on each launch. As of December 31, 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 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 believed the prepayments would 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 year ended December 31, 2021, in addition to an unrelated impairment of $0.8 million. See Note 4 for more information about the potential recovery of a portion of the impaired launch costs. Property, Machinery and Equipment, net Property and equipment are stated at cost less accumulated depreciation. Depreciation is generally recorded using the straight-line method over the estimated useful lives of the respective assets. The estimated useful lives of fixed assets by asset category are described below: Fixed Assets Estimated Useful Life Computer equipment Three years Furniture and fixtures Five years Leasehold improvements Lesser of estimated useful life or remaining lease term ( one Machinery and equipment Seven years Costs of maintenance or repairs that do not extend the lives of the respective assets are charged to expenses as incurred. Intangible Assets, net Intangible assets consist of patents and cloud computing implementation costs (in accordance with ASU 2018-15) and are reported at cost less accumulated amortization and accumulated impairment loss, if any. Amortization is recognized on a straight-line basis over 10 years for patents, and 3 years for cloud computing implementation costs, which is the estimated useful lives of the intangible assets. 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 additional paid in capital, while all costs related to the liability classified warrants were charged to expense. See Note 3 for more information. Loss Contingencies We estimate loss contingencies in accordance with ASC 450-20, Loss Contingencies , which states that a loss contingency shall be accrued by a charge to income if both of the following conditions are met: (a) information available before the consolidated financial statements are issued or are available to be issued indicates that it is probable that a liability had been incurred at the date of the consolidated financial statements and (b) the amount of loss can be reasonably estimated. We regularly evaluate current information available to us to determine whether such accruals should be adjusted and whether new accruals are required. Refer to 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 December 31, 2021, the Company has not completed a commercial launch of customer cargo and as a result, has not recognized revenue to date for launch services. However, as of December 31, 2021 and December 31, 2020, the Company had collected $1.6 million and $2.6 million, respectively, in customer deposits related to signed contracts with customers, including firm orders and options (some of which have already been exercised by customers). These deposits are recorded as current and non-current contract liabilities in the Company’s consolidated balance sheets. Included in the collected amount as of December 31, 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 twelve 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 year ended December 31, 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 $(0.1) million as a reduction of cost of revenue which represents the reversal of a contingency recorded during the prior year for loss contracts, partially offset by costs incurred related to one of the cancelled contracts. During the year ended December 31, 2021, in conjunction with the isolated refunds described below, the Company signed amendments with those customers considered in the contingency, such that the services will no longer be free of charge. 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 year ended December 31, 2021. 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, and • 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 December 31, 2021 and December 31, 2020. The Company’s SAFE note liabilities, prior to conversion, were marked-to-market liabilities pursuant to ASC 480 and are classified within Level 3 of the fair value hierarchy as the Company is 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. Volatility is based upon on the actual historical volatility of a group of comparable publicly traded companies observed over a historical period equal to the expected remaining life of the SAFE investments. The expected term was based on the anticipated time until the SAFE investments would have a conversion event. Upon conversion, the SAFE notes were valued based on the closing price of Company’s common stock on the Closing Date. The Company’s warrants are recorded as a derivative liability 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. Significant unobservable inputs include stock price, volatility and expected term. Expected stock price volatility is based on the actual historical volatility of a group of comparable publicly traded companies observed over a historical period equal to the expected remaining life of the Warrants. The risk-free interest rate is based on the U.S. Treasury yield curve in effect on the date of valuation equal to the remaining expected life of the Warrants. The expected term was based on the maturity of the warrant, which is five years. The dividend yield percentage is zero because the Company does not currently pay dividends, nor does it intend to do so during the expected term of the Private Placement Warrants. Upon conversion of the Legacy Momentus private warrants immediately prior to the business combination, the key valuation input was the closing price of Company’s common stock on the Closing Date, as the expected term and volatility were immaterial to the pricing model. The Company’s performance awards under the equity incentive plans are recorded as contingent liabilities pursuant to ASC 480, measured at fair value. The performance awards are classified within Level 3 of the hierarchy as the fair value is dependent on management assumptions about the likelihood of non-market outcomes (see Note 11). There were no transfers between levels of input during the years ended December 31, 2021 and 2020. The additions, equity conversions, and change in fair values of liabilities subject to recurring remeasurement were as follows: (in thousands) Level Fair value as of December 31, 2020 Issuances Assumed through Business Combination Change in fair value Converted to equity Fair value as of December 31, 2021 SAFE notes 3 $ 314,440 $ 30,853 $ — $ (209,291) $ (136,001) $ — Warrant liability 3 3,206 15,647 31,225 (37,330) (6,999) 5,749 Liability-classified performance awards 3 — 70 — — — 70 Total $ 317,646 $ 46,570 $ 31,225 $ (246,621) $ (143,000) $ 5,819 Key assumptions for the Black-Scholes model used to determine the fair value of warrants outstanding as of December 31, 2021 were as follows: Warrant term (years) 4.61 Volatility 45.00 % Risk-free rate 1.20 % Dividend yield 0.00 % Warrant Liability The Company’s private warrants and stock purchase warrants (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 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 exercised in connection with the Business Combination and as a result, the Company performed a fair value measurement of those warrants 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. 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. 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 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 years ended December 31, 2021 and 2020. Year Ended 2021 2020 Options outstanding under Legacy Plans — 7,243,909 Options outstanding outside of stock incentive plans — 134,586 RSUs outstanding under the 2021 Plan 3,029,991 — Common stock warrants 19,897,500 499,534 SAFE notes outstanding (shares not reserved) — 13,909,900 Total 22,927,491 21,787,929 Impairment of Long-lived Assets The Company evaluates the carrying value of long lived assets on an annual basis, or more frequently whenever circumstances indicate a long lived asset may be impaired. When indicators of impairment exist, the Company estimates future undiscounted cash flows attributable to such assets. In the event cash flows are not expected to be sufficient to recover the recorded value of the assets, the assets are written down to their estimated fair value. During the years ended December 31, 2021 and 2020 there were immaterial impairments of long-lived assets. See Note 5 and Note 6. Stock-based Compensation The Company has a stock incentive plan under which equity awards are granted to employees, directors, and consultants. All stock-based payments are recognized in the consolidated financial statements based on their respective grant date fair values. Restricted stock unit fair value is based on our closing stock price on the day of the grant. Stock option fair value is determined using the Black Scholes Merton option pricing model. The model requires management to make a number of assumptions, including expected volatility of the Company’s stock, expected life of the option, risk-free interest rate, and expected dividends. Employee Stock Purchase Plan (“ESPP”) compensation fair value is also determined using the Black Scholes Merton option pricing model, using a six month expected term to conform with the six month ESPP offering period. The fair value of equity awards are expensed over the related service period which is typically the vesting period, and expense is only recognized for awards that are expected to vest. The Company accounts for forfeitures as they occur. Research and Development Costs Research and development costs are expensed as incurred. Research and development costs include activities to develop existing and future technologies for the Company’s vehicles. Research and development activities include basic research, applied research, design, development, and related test program activities. Costs incurred for developing our vehicles primarily include equipment, material, and labor hours (both internal and subcontractors). Once the Company has achieved technological feasibility, the Company will capitalize the costs to construct any additional components of the vehicle systems. Nonrefundable advance payments for goods or services that will be used or rendered for future research and development activities related to an executory contractual arrangement are deferred and capitalized. These advance payments are recognized as an expense as the related goods are delivered or services performed. When the related goods are no longer expected to be delivered or services rendered, the capitalized advance payment should be charged to expense. Leases The Company leases real estate facilities under non-cancelable operating leases with various expiration dates through February 2028. The Company determines if an arrangement contains a lease at inception based on whether there is an identified property, plant or equipment and whether the Company controls the use of the identified asset throughout the period of use. The Company adopted the Accounting Standard Update (“ASU”) No. 2016-02, Leases (Topic 842) on January 1, 2020. The Company elected the package of practical expedients for transition under which the Company did not reassess its prior conclusions about lease identification, lease classification and initial direct costs. Additionally, the Company elected the hindsight practical expedient for transition under which conclusions around lease term and impairment will not be reassessed. Operating leases are included in the accompanying consolidated balance sheets. Operating lease right-of-use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease term. Lease liabilities represent the Company’s obligation to make lease payments arising from the lease and are included in current and non-current liabilities. Operating lease ROU assets and lease liabilities are recognized at the lease inception date based on the present value of lease payments over the lease term discounted based on the more readily determinable of (i) the rate implicit in the lease or (ii) the Company’s incremental borrowing rate (which is the estimated rate the Company would be required to pay for a collateralized borrowing equal to the total lease payments over the term of the lease). Because the Company’s operating leases generally do not provide an implicit rate, the Company estimates its incremental borrowing rate based on the information available at lease commencement date for borrowings with a similar term. The Company’s operating lease ROU assets are measured based on the corresponding operating lease liability adjusted for (i) payments made to the lessor at or before the commencement date, (ii) initial direct costs incurred and (iii) tenant incentives under the lease. The Company does not assume renewals or early terminations unless it is reasonably certain to exercise these options at commencement. The Company elected the practical expedient which allows the Company to not allocate consideration between lease and non-lease components. Variable lease payments are recognized in the period in which the obligation for those payments are incurred. In addition, the Company elected the practical expedient such that it does not recognize ROU assets or lease liabilities for leases with a term of 12 months or less of all asset classes. Operating lease expense is recognized on a straight-line basis over the lease term. Income Taxes The Company accounts for income taxes in accordance with authoritative guidance, which requires the use of the asset and liability method. Under this method, deferred income tax assets and liabilities are determined based upon the difference between the financial statement carrying amounts and the tax basis of assets and liabilities and are measured using the enacted tax rate expected to apply to taxable income in the years in which the differences are expected to be reversed. Significant judgment is required in determining any valuation allowance recorded against deferred tax assets. In assessing the need for a valuation allowance, management considers all available evidence, including past operating results, estimates of future taxable income, and the feasibility of tax planning strategies. In the event that management changes its determination as to the amount of deferred tax assets that can be realized, the Company will adjust its valuation allowance with a corresponding impact to the provision for income taxes in the period in which such determination is made. The Company is required to evaluate the tax positions taken in the course of preparing its tax returns to determine whether tax positions are “more likely than not” of being sustained by the applicable tax authority. Tax benefits of positions not deemed to meet the “more likely than not” threshold would be recorded as a tax expense in the current year. The amount recognized is subject to estimate and management judgment with respect to the likely outcome of each uncertain tax position. The amount that is ultimately sustained for an individual uncertain tax position or for all uncertain tax positions in the aggregate could differ from the amount that is initially recognized. Concentrations of Risk Financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents. The Company places its cash and cash equivalents in banks that management believes are creditworthy, however deposits may exceed federally insured limits. Segment Reporting Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing operating performance. In consideration of Accounting Standards Codification (“ASC”) 280, “Segment Reporting,” we are not organized around specific services or geographic regions. We currently operate in one service line providing in-space transportation services. Our chief operating decision maker uses condensed financial information to evaluate our performance, which is the same basis on which our results and performance are communicated to our Board of Directors. Based on the information described above and in accordance with the applicable literature, management has concluded that we are organized and operated as one operating and reportable segment. Recently Issued Accounting Standards In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt— Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging— Contracts in Entity’s Own Equity (Subtopic 815-40), which clarifies and reduces diversity in an issuer’s accounting for modifications or exchanges of freestanding equity classified written call options (for example, warrants) that remain equity classified after modification or exchange. The provisions of ASU 2021-04 are effective for annual reporting periods beginning after December 15, 2021, and interim reporting periods within those annual periods, with early adoption permitted. The ASU is applied prospectively to modifications or exchanges occurring on or after the effective date of the amendments. The Company is evaluating this new standard, but does not expect it to have a material impact on the Company's consolidated financial statements. 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 n |
Reverse Recapitalization
Reverse Recapitalization | 12 Months Ended |
Dec. 31, 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 $238.4 million, which included $110.0 million in proceeds from the PIPE Investment, and $128.4 million in proceeds from issuance of common stock upon the closing of the Business Combination, comprised of $172.5 million of public investment in SRAC reduced by redemptions of $35.6 million and shareholder deficit of $8.5 million. The Business Combination 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 closing of the Business Combination 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 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 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 Business Combination. 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 Business Combination 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 6 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 Business Combination. |
Prepaids and Other Current Asse
Prepaids and Other Current Assets | 12 Months Ended |
Dec. 31, 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) December 31, December 31, Prepaid research and development $ 4,870 $ 1,452 Prepaid launch costs, current — 2,260 Prepaid insurance and other assets 4,562 796 Total $ 9,431 $ 4,508 As of December 31, 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 believed the prepayments were 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 year ended December 31, 2021, in addition to an unrelated impairment of $0.8 million. During the year ended December 31, 2020, the Company had a similar impairment of $1.5 million of prepaid launch costs related to an abandoned launch, prior to the official FAA application denial in 2021. $0.2 million of the 2020 impairment was allocated to cost of revenue. On October 12, 2021, the Company began discussions with the same launch service provider 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. The Company determined that $2.7 million of the impaired deposits were potentially recoverable in connection with the reestablished schedule. The Company did not record any adjustments as a result of the discussions. |
Property, Machinery and Equipme
Property, Machinery and Equipment, net | 12 Months Ended |
Dec. 31, 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) December 31, December 31, Computer equipment $ 178 $ 178 Furniture and fixtures 206 206 Leasehold improvements 2,693 665 Machinery and equipment 3,332 1,936 Construction in-progress 247 118 Property, machinery and equipment, gross 6,656 3,103 Less: accumulated depreciation (1,827) (782) Property, machinery and equipment, net $ 4,829 $ 2,321 Depreciation expense related to property, machinery and equipment was $1.0 million and $0.6 million for the years ended December 31, 2021 and 2020, respectively. During the year ended December 31, 2020, there was a disposal of $0.5 million related to the abandonment of malfunctioning machinery. There were no disposals of fixed assets during the year ended December 31, 2021. |
Intangible Assets, net
Intangible Assets, net | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets, net | Intangible Assets, net The Company’s intangible assets consist primarily of costs related to filing patents, as well as immaterial costs associated with cloud computing implementations. As part of the terms of the Term Loan, the Company’s intellectual property is subject to a lien held by the lender while the loan is outstanding. See Note 10. Intangible assets, net consisted of the following as of December 31, 2021: (in thousands) Gross Value Accumulated Amortization Net Value Weighted average remaining amortization period (in years) Intellectual property & cloud computing implementation costs $ 447 $ (98) $ 349 7.03 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) Intellectual Property $ 357 $ (52) $ 305 7.62 Amortization expense related to intangible assets was $0.05 million and $0.03 million for the years ended December 31, 2021 and 2020, respectively. As of December 31, 2021, the future estimated amortization expense related to intangible assets is as follows: (in thousands) Year ending December 31, Amount 2022 $ 57 2023 57 2024 50 2025 43 2026 43 Thereafter 99 Total $ 349 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Leases | Leases The Company leases office space under non-cancellable operating leases with terms expiring from April 2022 through February 2028. The leases require monthly lease payments that are subject to annual increase throughout the lease term. In January 2021, the Company commenced a 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. Prior to December 31, 2021, the Company modified two minor leases to extend access until April 2022 to aid the full transition to the San Jose facility. The Company adopted ASC 842 as of January 1, 2020, using the modified retrospective approach. Rent expense was $1.7 million and $0.3 million for the years ended December 31, 2021 and 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) Year Ended December 31, 2021 2020 Operating lease cost $ 1,742 $ 272 Variable lease expense 590 24 Short-term lease expense 19 9 Total lease expense $ 2,351 $ 305 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 consolidated balance sheets are as follows: (in thousands) As of December 31, As of December 31, Right-of-use assets in other non-current assets $ 7,604 $ 316 Other current liabilities $ 1,189 $ 254 Other non-current liabilities 7,284 72 Total lease liability $ 8,473 $ 326 As of December 31, 2021, the maturities of the Company’s operating lease liabilities were as follows: (in thousands) 2022 $ 1,634 2023 1,533 2024 1,580 2025 1,627 2026 1,674 Thereafter 2,026 Total lease payments 10,074 Less: Imputed interest (1,601) Present value of lease liabilities $ 8,473 |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | Accrued Expenses Accrued expenses consisted of the following: (in thousands) December 31, December 31, Legal and other professional services $ 4,121 $ 268 Compensation expense 3,862 1,371 Research and development projects 1,240 517 Offering costs — 506 Payroll tax expense 163 328 Other current expense 399 74 Total $ 9,785 $ 3,064 |
SAFE Notes
SAFE Notes | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
SAFE Notes | SAFE Notes The Company issued Simple Agreement for Future Equity (“SAFE”) notes to investors. During the year ended December 31, 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 $78.0 million and a fair value of $136.0 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 December 31, 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 issued during the period, was $209.3 million and $(267.3) million for the years ended December 31, 2021 and 2020, respectively . These amounts are included in other income (expense). |
Loan Payable
Loan Payable | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Loan Payable | Loan Payable Term Loan On February 22, 2021, the Company entered into a Term Loan and Security Agreement (the “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. Under the terms of the loan, if certain operating cash ratios are not met, the lender is granted a lien on the Company’s intellectual property while the loan is outstanding. Prior to the Business Combination, the lien was granted and remains in place. 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, however, as a subsequent event, on January 29, 2022, the Company exercised its option to pay back the Term Loan over 24 months. See Note 15. 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 December 31, 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 $11.7 million for the year ended December 31, 2021. 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 126%. However, due to the subsequent event described above, the remaining value of the debt discounts and issuance costs as of December 31, 2021, will be amortized over the new extended term of the loan, impacting the effective interest rate in future periods. See Note 15. Equipment Loan In March 2020, the Company entered into an equipment financing agreement to fund the acquisition of specific and eligible equipment (the “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% 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 December 31, 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 $0.12 million for the year ended December 31, 2020. 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. Promissory Notes On June 29, 2021, the Company and SRAC amended the Merger Agreement which, among other things, provided for the issuance by the Company of two second lien notes (“Promissory Notes”). The notes, in the amount of $1,500,000 each, were held by the Company’s outside counsel and SRAC, and were for certain legal fees and expenses incurred by SRAC and the Company in relation to the Merger Agreement. As a result of the Business Combination, the amount due to SRAC became an intercompany transaction which was eliminated from the combined entity’s consolidated balance sheets. During the year ended December 31, 2021, the Company signed an agreement with its outside counsel and made a payment which settled the Promissory Note as well as all outstanding payables. The agreement resulted in a reduction of $2.6 million in the amount due for expenses incurred during the year, which was recorded as a reduction to legal expenses. PPP Loan In May 2020, the Company received a Paycheck Protection Program loan (“PPP Loan”) in the amount of $1.0 million. The loan was issued under the Coronavirus Aid, Relief, and Econo24mic Security Act (“CARES Act”). In September 2020, the Company repaid the PPP Loan in full. The Company’s total loan payable consists of the following at December 31, 2021: (in thousands) December 31, Gross Term Loan $ 25,000 Less: Unamortized debt discount and issuance costs (4,093) Net notes payable, (all current) $ 20,907 There are no principal payments due on the Term loan until March 1, 2022 when the entire loan is due and payable. However, as a subsequent event, on January 29, 2022, the Company exercised its option to pay back the Term Loan over 24 months. See Note 15. |
Stockholders_ Equity (Deficit)
Stockholders’ Equity (Deficit) and Stock-based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Stockholders’ Equity (Deficit) 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 December 31, 2021, the Company had 81,211,781 shares of Class A common stock issued and outstanding. There were no shares of Preferred Stock outstanding as of December 31, 2021. At the Closing, the Company had 79,772,262 shares of common stock outstanding and no shares of Preferred 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 63.20 % Public stockholders 13,695,257 17.17 % SRAC and its affiliates 4,657,500 5.84 % PIPE investors 11,000,000 13.79 % 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 $40.0 million for the equity interest purchased. Pursuant to the NSA, a portion of those divestment proceeds were placed in escrow accounts, and may not be released to the divested investors until after completion of audit by a third party auditor of the investors compliance with the NSA and the lapse of a 15 day period without an objection from the CFIUS Monitoring Agencies. As a subsequent event, the remaining proceeds were released from escrow to the divested investors, see Note 15. 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 (the “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 decrease in the estimated fair value of the warrant of $(10.7) million for the year ended December 31, 2021, within other income (expense) in the accompanying consolidated income statements. The warrants were exercised by the lender immediately prior to the Business Combination. The loan remains outstanding as of December 31, 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 191,108 shares of common stock in a subsequent round of financing. These warrants were also accounted for as a derivative liability and the decrease in the estimated fair value of the warrant of $(1.1) million for the year ended December 31, 2021 was recorded within other income (expense) in the accompanying consolidated income statements. The warrants were exercised by the lender immediately prior to the Business Combination. Public and Private Warrants As of December 31, 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 $(25.5) million for the year ended December 31, 2021 was recorded within other income (expense) in the accompanying consolidated income statements. The public warrants and the legacy outstanding private warrants were recorded as equity in the accompany consolidated balance sheets. 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 have been made since 2020 and no new grants will be made from the Amended and Restated 2018 Stock Plan, however, the options issued and outstanding under the plan continue to be governed by the terms of the Amended and Restated 2018 Stock Plan. As of December 31, 2021, the legacy plans had 5,254,222 shares available for grant. Forfeitures from the legacy plans become available under the 2021 Equity Incentive Plan, described below. 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. 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 (3.0%) of the outstanding shares on the last day of the immediately preceding fiscal year and (ii) such number of Shares determined by the Board. As of December 31, 2021 only RSU grants have been made under the 2021 Plan and there were 2,878,514 shares remaining available for grant. Grant activity under the 2021 Plan is described below. 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. 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 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 (ii) 1,595,445 shares. The 2021 ESPP Plan became effective immediately following the Closing. As of December 31, 2021, no shares have been issued under the 2021 Plan. The Company has an outstanding liability pertaining to the ESPP of $0.1 million as of December 31, 2021, included in accrued expenses, for employee contributions to the 2021 ESPP Plan, pending issuance at the end of the offering period. Options and Restricted Stock Award Activity The following table sets forth the summary of options and RSA activity, under the Legacy Stock Plans, for the year ended December 31, 2021. RSAs were an immaterial portion of activity for the period: (in thousands, except share-based 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 7,422,995 $ 0.20 8.49 $ 130,564 Vested exercised (1,535,804) $ 17,487 Forfeitures (1,830,842) Outstanding as of December 31, 2021 4,056,349 $ 0.27 7.34 $ 15,825 Exercisable as of December 31, 2021 2,649,701 $ 0.26 7.20 $ 10,379 Vested and expected to vest as of December 31, 2021 4,056,349 $ 0.27 7.34 $ 15,825 The intrinsic value of options exercisable as of December 31, 2021 and 2020 was $10.4 million and $55.6 million, respectively. As of December 31, 2021, there was a total of $0.8 million in unrecognized compensation cost related to unvested options, which is expected to be recognized over a weighted-average period of 1.77 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: Year Ended December 31, 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 34.00% – 51.78% Dividend yield N/A 0.00% Fair value on grant date N/A $0.32 – $4.70 Restricted Stock Unit Activity The following table sets forth the summary of RSU activity, under the 2021 Plan, for the year ended December 31, 2021: Shares Weighted Average Grant Date Fair Value (i.e. share price) Outstanding as of December 31, 2020 — Granted 3,260,729 $ 10.87 Vested (433,188) $ 10.91 Forfeited (28,288) $ 10.91 Outstanding as of December 31, 2021 2,799,253 $ 10.87 As of December 31, 2021 there was a total of $28.1 million in unrecognized compensation cost related to unvested RSUs, which is expected to be recognized over a weighted-average period of 3.14 years. Outstanding unvested and expected to vest RSUs had an intrinsic value of $11.7 million and a weighted average contractual term of 3.14 years as of December 31, 2021. Stock-based Compensation The following table sets forth the stock-based compensation under the Legacy and 2021 Plans by expense type: Year Ended December 31, (in thousands) 2021 2020 Research and development expenses $ 2,341 $ 187 Selling, general and administrative expenses 16,111 2,584 Total $ 18,452 $ 2,771 The following table sets forth the stock-based compensation under the Legacy and 2021 Plans by award type: Year Ended December 31, (in thousands) 2021 2020 Legacy Options & RSAs $ 11,271 $ 2,771 RSUs 7,091 — ESPP 20 — Performance Awards 70 — Total $ 18,452 $ 2,771 Performance Awards Performance awards under the 2021 Plan are accounted for as liability-classified awards, as the obligations are typically a fixed monetary amount which is settled on a future date in a variable number of shares of the Company’s common stock. The variable number of potentially settled shares is not limited. Performance awards are measured at their fair value based on management’s estimates of potential outcomes of the performance. Outstanding performance awards correspond to 16,746 shares if they were settled on December 31, 2021. 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 values ranging from $20.67 to $20.91 per share. The incremental compensation related to the accelerated options totaled $5.4 million. 401(k) Plan The Company has a 401(k) plan that it offers to its full-time employees. The Company did not contribute to the plan for the years ended December 31, 2021 and 2020. Income (Loss) Per Share The following table sets forth the computation of diluted net income (loss) per share: Diluted Net Income (Loss) Per Share Year Ended (in thousands, except share-based data) 2021 2020 Numerator: Net income (loss) $ 120,654 $ (307,027) Denominator: Denominator for basic net income (loss) per share -weighted average shares outstanding 65,177,873 62,643,121 Dilutive options outstanding 5,438,952 — Dilutive warrants outstanding 301,952 — Denominator for diluted net income (loss) per share - adjusted weighted average shares outstanding 70,918,777 62,643,121 Net income (loss) per share - diluted $ 1.70 $ (4.90) 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. |
Commitment and Contingencies
Commitment and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Purchase Obligations Momentus enters into purchase obligations in the normal course of business. These obligations include purchase orders and agreements to purchase goods or services that are enforceable, legally binding, and have significant terms and minimum purchases stipulated. As of December 31, 2021, the Company’s future unconditional purchase obligations are as follows: (in thousands) 2022 $ 10,216 2023 11,300 2024 — 2025 — 2026 — Thereafter — Total $ 21,516 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. On November 12, 2021, Lead Plaintiff Hartmut Haenisch filed an Amended Consolidated Class Action Complaint (the “Amended Complaint”) against SRAC, Sponsor, Brian Kabot, Juan Manuel Quiroga, James Norris, James Hofmockel, Momentus, Mikhail Kokorich, Dawn Harms, and Fred Kennedy. Ms. Harms and Mr. Kennedy, and others, were added as defendants in the Amended Complaint. The Amended Complaint alleges that the defendants made certain material misrepresentations, and 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 February 14, 2022, Momentus filed a motion to dismiss the Amended Complaint. Momentus disputes the allegations in the Amended Complaint and intends to vigorously defend the litigation. 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 $2.0 million and recorded a liability of $5.0 million in other current liabilities in the accompanying consolidated balance sheets, due one year from the settlement date in July 2022. 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. Pursuant to the NSA, a portion of those divestment proceeds were placed in escrow accounts, and may not be released to the divested investors until after completion of audit by a third party auditor of the investors compliance with the NSA and the lapse of a 15 day period without an objection from the CFIUS Monitoring Agencies. As a subsequent event, the remaining proceeds were released from escrow to the divested investors, see Note 15. 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 $1.0 million 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 $7.5 million during the year ended December 31, 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 | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The following table presents the components of pre-tax income (loss) for the years ended: (in thousands) 2021 2020 US $ 120,656 $ (307,026) Total $ 120,656 $ (307,026) The following are the components of the provision for income taxes for the years ended: (in thousands) 2021 2020 Current: State $ 2 $ 1 Income tax provision $ 2 $ 1 The following is a reconciliation of the statutory federal income tax rate to the Company’s effective tax rate for the years ended: (in thousands) 2021 2020 Tax provision (benefit) at U.S. statutory rate 25,338 21.0 % (64,475) 21.0 % State income taxes, net of federal benefit (8,446) (7.0) % (3,152) 1.0 % Non-deductible expenses 3,426 2.8 % 56,588 (18.4) % Change in value of equity instruments (51,790) (42.9) % — — % Deferred adjustments 171 0.1 % (1) — % Research and development credits (1,333) (1.1) % (1,070) 0.3 % Uncertain tax positions 336 0.3 % 268 (0.1) % Change in valuation allowance 32,300 26.8 % 11,843 (3.9) % Effective Rate 2 — % 1 — % The tax effects of temporary differences and related deferred tax assets and liabilities as of December 31, 2021 and 2020 are as follows: (in thousands) December 31, December 31, Deferred tax assets: Capitalized research and development credits 16,473 567 Start-up and Organization Costs 15,311 4,280 Net operating loss carryforwards 10,350 8,812 Research and development credits 3,758 2,340 Operating lease obligations 2,381 91 Stock-based compensation 1,457 171 Warrants 893 889 Accrued expenses and reserves $ 1,070 $ 504 Property and equipment 586 289 Intangibles 26 14 Total deferred tax assets before valuation allowance 52,305 17,957 Valuation allowance (50,168) (17,869) Total deferred tax assets $ 2,137 $ 88 Deferred Tax Liabilities: Operating lease right-of-use assets $ (2,137) $ (88) Other $ — $ — Total deferred tax liabilities $ (2,137) $ (88) Net deferred tax assets $ — $ — In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. As a result of a history of taxable losses and uncertainties as to future profitability, the Company recorded a full valuation allowance against its deferred tax assets. The valuation allowance for the years ended December 31, 2021 and 2020 was $(50.2) million and $(17.9) million, respectively. As of December 31, 2021, the Company had federal and state net operating loss (“NOL”) carryforwards of $38.9 million and $30.9 million, respectively. As of December 31, 2020, the Company had federal and state NOL carryforwards of $23.4 million and $4.0 million, respectively. While the federal NOLs can be carried forward indefinitely, California NOLs begin to expire in the year ending December 31, 2038. As of December 31, 2021, the Company had federal and California research and development credit carryforwards of $2.9 million and $2.7 million, respectively. As of December 31, 2020, the Company had federal and California research and development credit carryforwards of $1.5 million and $1.7 million, respectively. ASC Topic No. 740-10 requires companies to determine whether it is “more likely than not” that a tax position will be sustained upon examination by the appropriate taxing authorities before any tax benefit can be recorded in the consolidated financial statements. It also provides guidance on the recognition, measurement, classification and interest and penalties related to uncertain tax positions. The following table summarizes the activity related to the Company’s gross unrecognized tax benefits: (in thousands) Gross unrecognized tax benefits Balance as of December 31, 2020 $ 780 Increases related to prior tax positions (62) Increases related to current tax positions 535 Balance as of December 31, 2021 $ 1,253 The Company’s policy is to record estimated interest and penalties related to the underpayment of income taxes or unrecognized tax benefits as a component of its income tax provision. The Company has not recorded any interest or penalties related to unrecognized tax benefits through December 31, 2021. In the normal course of business, the Company is subject to examination by federal and state jurisdictions where applicable based on the statue of limitations that apply in each jurisdiction. The tax return years 2017 through 2020 remain open to examination. The Company is not currently under audit by the taxing jurisdictions to which the Company is subject. The Company performed IRC Section 382 study for year-ended December 31, 2021. In its study, the Company identified two changes to the ownership, resulting the limitation of the net operating loses. The first change of ownership occurred on November 1, 2018 and the second change of ownership occurred on June 8, 2021. In it's study of section 382, the Company identified that there were limitations to NOLs, however, none of the NOLs will expire utilized. The Company does not anticipate any material change in its unrecognized tax benefits in the next twelve months. The Company is in a start-up phase and has no revenue recognized relating to commercial operations as of December 31, 2021. Under section 195(b), all the expenses other than research and development, taxes and interest income and interest expense must be capitalized and amortized from the date the Company starts active trade or business. As of December 31, 2021, and 2020, section 195(b) costs accumulated an ending gross deferred tax asset of $54.5 million and $15.3 million, respectively. The Company adopted Accounting Standards Update (“ASU”) 2016-02, Leases (“Topic 842” or “ASC 842”) on January 1, 2020, recognizing all leases, including operating leases, with a term of over twelve months on the balance sheets and disclosing key information about leasing transactions. At the end of December 31, 2021, total deferred tax asset and deferred tax liability from the three leases is $2.4 million and $(2.1) million respectively. The U.S. federal government responded to the COVID-19 pandemic on March 18, 2020 by enacting the Families First Coronavirus Response Act (“FFCRA”) and on March 27, 2020, the CARES Act. In addition to the deferral of the payment of certain payroll taxes until December 31, 2021 and 2022 noted above, the CARES Act amends the Tax Cut and Jobs Act of 2017 by modifying the amount of allowable interest expense deductions, allowing five-year carryback of net operating losses, and characterizing qualified improvement property as 15-year property eligible for bonus depreciation. The Company plans to avail itself of all applicable credits and deferrals, and continues to assess the impact the CARES Act may have on the business, however the FFCRA or the CARES Act is not expected to have a material impact on the financial condition, results of operations or liquidity. August 12, 2021, the Company completed the Business Combination described in Note 1. The transaction is treated as tax-free merger under IRC Section 368. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions The Company entered into a, now-terminated, 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 $0.5 million for the year ended December 31, 2020, respectively. There were no payments to the entity during the year ended December 31, 2021. In March 2020, Brainyspace LLC, an entity affiliated with Lev Khasis, a co-founder of the Company, contributed 2,467,415 shares of 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, 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 | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Term Loan extended repayment On January 29, 2022, the Company exercised its option to pay back the Term Loan over 24 months. Principal payments under the amended schedule begin on March 1, 2022 and end on February 1, 2024. Additional interest expense expected over the course of the extended payment schedule is approximately $3.2 million. Refer to Note 10 for more information related to the Term Loan. Resignation of Company officer On January 3, 2022, Fred Kennedy, the President of the Company, tendered his resignation, effective January 21, 2022. On February 9, 2022, the Company and Dr. Kennedy signed a separation agreement which, in addition to customary releases and covenants, stipulated two cash payments totaling $0.35 million. The first payment, $0.25 million, was made on February 16, 2022. The second payment remains unpaid as of the reporting date, but will be paid no later than April 1, 2022, in accordance with the agreement. Payment of funds held in escrow to Co-Founders The Co-Founders were divested through the sale of their shares in Momentus in June 2021, with payments contingent on the Business Combination paid in August 2021, and a portion of the divestment proceeds placed in escrow to allow the CMAs to assess compliance with the NSA before the release of the balance of the funds. Pursuant to the NSA divestment procedure provisions, a third party auditor conducted an audit of the investors’ NSA compliance and, following the audit, all of the escrowed divestment proceeds were released to the Co-Founders as of March 1, 2022 in accordance with the NSA. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Business Combination | Business Combination On August 12, 2021 (the “Closing Date”), the Company consummated a merger pursuant to a 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 Business Combination 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 Business Combination 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. |
Basis of Presentation | The accompanying consolidated financial statements have been prepared in accordance with the Financial Accounting Standards Board (“FASB”)’s “Accounting Standard Codification™” (the “Codification”) which is the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with generally accepted accounting principles (“GAAP”) in the United States. 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 stockholders prior to the Business Combination 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 consolidated 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 fair value, which is equal to 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 shares 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 | During the fourth quarter of 2021, we modified the presentation of cash flows related to the Business Combination. The presented impact of the issuance costs allocated to expense (described in Note 3), was moved into the issuance costs line. Additionally the presentation of capitalized issuance costs which were paid during the two quarters prior to the Business Combination was updated to present those expenditures within cash flows from financing activities, rather than cash flows from operations. 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. |
Principles of consolidation | The consolidated financial statements include the financial statements of all the subsidiaries. All inter-company transactions and balances have been eliminated upon consolidation. |
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 consolidated 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 (the “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 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. |
Cash and cash equivalents and Restricted Cash | Cash and cash equivalents consist of cash on hand, cash in bank with no restrictions, as well as highly liquid investments which are unrestricted as to withdrawal or use, and which have remaining maturities of three months or less when initially purchased.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 December 31, 2021. $0.1 million is restricted for expenditures related to the National Security Agreement (the “NSA”) See Note 12. |
Deferred Fulfillment and Prepaid Launch Costs | We prepay for certain launch costs to third party providers that will carry the transport vehicle to orbit. Prepaid costs allocated to the delivery of a customers’ payload are classified as deferred fulfillment costs and recognized as cost of revenue upon delivery of the customers’ payload. Prepaid costs allocated to our payload are classified as prepaid launch costs and are amortized to research and development expense upon the release of our payload. The allocation is determined based on the distribution between customer and out payload weight on each launch. As of December 31, 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 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 believed the prepayments would 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 |
Property, Machinery and Equipment, net | Property and equipment are stated at cost less accumulated depreciation. Depreciation is generally recorded using the straight-line method over the estimated useful lives of the respective assets. The estimated useful lives of fixed assets by asset category are described below: Fixed Assets Estimated Useful Life Computer equipment Three years Furniture and fixtures Five years Leasehold improvements Lesser of estimated useful life or remaining lease term ( one Machinery and equipment Seven years Costs of maintenance or repairs that do not extend the lives of the respective assets are charged to expenses as incurred. |
Intangible Assets, net | Intangible assets consist of patents and cloud computing implementation costs (in accordance with ASU 2018-15) and are reported at cost less accumulated amortization and accumulated impairment loss, if any. Amortization is recognized on a straight-line basis over 10 years for patents, and 3 years for cloud computing implementation costs, which is the estimated useful lives of the intangible assets. |
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 additional paid in capital, while all costs related to the liability classified warrants were charged to expense. See Note 3 for more information. |
Loss Contingencies | We estimate loss contingencies in accordance with ASC 450-20, Loss Contingencies , which states that a loss contingency shall be accrued by a charge to income if both of the following conditions are met: (a) information available before the consolidated financial statements are issued or are available to be issued indicates that it is probable that a liability had been incurred at the date of the consolidated financial statements and (b) the amount of loss can be reasonably estimated. We regularly evaluate current information available to us to determine whether such accruals should be adjusted and whether new accruals are required. Refer to 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 December 31, 2021, the Company has not completed a commercial launch of customer cargo and as a result, has not recognized revenue to date for launch services. However, as of December 31, 2021 and December 31, 2020, the Company had collected $1.6 million and $2.6 million, respectively, in customer deposits related to signed contracts with customers, including firm orders and options (some of which have already been exercised by customers). These deposits are recorded as current and non-current contract liabilities in the Company’s consolidated balance sheets. Included in the collected amount as of December 31, 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 twelve 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 year ended December 31, 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 $(0.1) million as a reduction of cost of revenue which represents the reversal of a contingency recorded during the prior year for loss contracts, partially offset by costs incurred related to one of the cancelled contracts. During the year ended December 31, 2021, in conjunction with the isolated refunds described below, the Company signed amendments with those customers considered in the contingency, such that the services will no longer be free of charge. 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 year ended December 31, 2021. |
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, and • 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 December 31, 2021 and December 31, 2020. The Company’s SAFE note liabilities, prior to conversion, were marked-to-market liabilities pursuant to ASC 480 and are classified within Level 3 of the fair value hierarchy as the Company is 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. Volatility is based upon on the actual historical volatility of a group of comparable publicly traded companies observed over a historical period equal to the expected remaining life of the SAFE investments. The expected term was based on the anticipated time until the SAFE investments would have a conversion event. Upon conversion, the SAFE notes were valued based on the closing price of Company’s common stock on the Closing Date. The Company’s warrants are recorded as a derivative liability 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. Significant unobservable inputs include stock price, volatility and expected term. Expected stock price volatility is based on the actual historical volatility of a group of comparable publicly traded companies observed over a historical period equal to the expected remaining life of the Warrants. The risk-free interest rate is based on the U.S. Treasury yield curve in effect on the date of valuation equal to the remaining expected life of the Warrants. The expected term was based on the maturity of the warrant, which is five years. The dividend yield percentage is zero because the Company does not currently pay dividends, nor does it intend to do so during the expected term of the Private Placement Warrants. Upon conversion of the Legacy Momentus private warrants immediately prior to the business combination, the key valuation input was the closing price of Company’s common stock on the Closing Date, as the expected term and volatility were immaterial to the pricing model. The Company’s performance awards under the equity incentive plans are recorded as contingent liabilities pursuant to ASC 480, measured at fair value. The performance awards are classified within Level 3 of the hierarchy as the fair value is dependent on management assumptions about the likelihood of non-market outcomes (see Note 11). There were no transfers between levels of input during the years ended December 31, 2021 and 2020. The additions, equity conversions, and change in fair values of liabilities subject to recurring remeasurement were as follows: (in thousands) Level Fair value as of December 31, 2020 Issuances Assumed through Business Combination Change in fair value Converted to equity Fair value as of December 31, 2021 SAFE notes 3 $ 314,440 $ 30,853 $ — $ (209,291) $ (136,001) $ — Warrant liability 3 3,206 15,647 31,225 (37,330) (6,999) 5,749 Liability-classified performance awards 3 — 70 — — — 70 Total $ 317,646 $ 46,570 $ 31,225 $ (246,621) $ (143,000) $ 5,819 |
Warrant Liability | The Company’s private warrants and stock purchase warrants (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 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 exercised in connection with the Business Combination and as a result, the Company performed a fair value measurement of those warrants 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. |
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. |
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 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. |
Impairment of Long-lived Assets | The Company evaluates the carrying value of long lived assets on an annual basis, or more frequently whenever circumstances indicate a long lived asset may be impaired. When indicators of impairment exist, the Company estimates future undiscounted cash flows attributable to such assets. In the event cash flows are not expected to be sufficient to recover the recorded value of the assets, the assets are written down to their estimated fair value. During the years ended December 31, 2021 and 2020 there were immaterial impairments of long-lived assets. See Note 5 and Note 6. |
Stock-based Compensation | The Company has a stock incentive plan under which equity awards are granted to employees, directors, and consultants. All stock-based payments are recognized in the consolidated financial statements based on their respective grant date fair values. Restricted stock unit fair value is based on our closing stock price on the day of the grant. Stock option fair value is determined using the Black Scholes Merton option pricing model. The model requires management to make a number of assumptions, including expected volatility of the Company’s stock, expected life of the option, risk-free interest rate, and expected dividends. Employee Stock Purchase Plan (“ESPP”) compensation fair value is also determined using the Black Scholes Merton option pricing model, using a six month expected term to conform with the six month ESPP offering period. The fair value of equity awards are expensed over the related service period which is typically the vesting period, and expense is only recognized for awards that are expected to vest. The Company accounts for forfeitures as they occur. |
Research and Development Costs | Research and development costs are expensed as incurred. Research and development costs include activities to develop existing and future technologies for the Company’s vehicles. Research and development activities include basic research, applied research, design, development, and related test program activities. Costs incurred for developing our vehicles primarily include equipment, material, and labor hours (both internal and subcontractors). Once the Company has achieved technological feasibility, the Company will capitalize the costs to construct any additional components of the vehicle systems. Nonrefundable advance payments for goods or services that will be used or rendered for future research and development activities related to an executory contractual arrangement are deferred and capitalized. These advance payments are recognized as an expense as the related goods are delivered or services performed. When the related goods are no longer expected to be delivered or services rendered, the capitalized advance payment should be charged to expense. |
Leases | The Company leases real estate facilities under non-cancelable operating leases with various expiration dates through February 2028. The Company determines if an arrangement contains a lease at inception based on whether there is an identified property, plant or equipment and whether the Company controls the use of the identified asset throughout the period of use. The Company adopted the Accounting Standard Update (“ASU”) No. 2016-02, Leases (Topic 842) on January 1, 2020. The Company elected the package of practical expedients for transition under which the Company did not reassess its prior conclusions about lease identification, lease classification and initial direct costs. Additionally, the Company elected the hindsight practical expedient for transition under which conclusions around lease term and impairment will not be reassessed. Operating leases are included in the accompanying consolidated balance sheets. Operating lease right-of-use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease term. Lease liabilities represent the Company’s obligation to make lease payments arising from the lease and are included in current and non-current liabilities. Operating lease ROU assets and lease liabilities are recognized at the lease inception date based on the present value of lease payments over the lease term discounted based on the more readily determinable of (i) the rate implicit in the lease or (ii) the Company’s incremental borrowing rate (which is the estimated rate the Company would be required to pay for a collateralized borrowing equal to the total lease payments over the term of the lease). Because the Company’s operating leases generally do not provide an implicit rate, the Company estimates its incremental borrowing rate based on the information available at lease commencement date for borrowings with a similar term. The Company’s operating lease ROU assets are measured based on the corresponding operating lease liability adjusted for (i) payments made to the lessor at or before the commencement date, (ii) initial direct costs incurred and (iii) tenant incentives under the lease. The Company does not assume renewals or early terminations unless it is reasonably certain to exercise these options at commencement. The Company elected the practical expedient which allows the Company to not allocate consideration between lease and non-lease components. Variable lease payments are recognized in the period in which the obligation for those payments are incurred. In addition, the Company elected the practical expedient such that it does not recognize ROU assets or lease liabilities for leases with a term of 12 months or less of all asset classes. Operating lease expense is recognized on a straight-line basis over the lease term. |
Income Taxes | The Company accounts for income taxes in accordance with authoritative guidance, which requires the use of the asset and liability method. Under this method, deferred income tax assets and liabilities are determined based upon the difference between the financial statement carrying amounts and the tax basis of assets and liabilities and are measured using the enacted tax rate expected to apply to taxable income in the years in which the differences are expected to be reversed. Significant judgment is required in determining any valuation allowance recorded against deferred tax assets. In assessing the need for a valuation allowance, management considers all available evidence, including past operating results, estimates of future taxable income, and the feasibility of tax planning strategies. In the event that management changes its determination as to the amount of deferred tax assets that can be realized, the Company will adjust its valuation allowance with a corresponding impact to the provision for income taxes in the period in which such determination is made. The Company is required to evaluate the tax positions taken in the course of preparing its tax returns to determine whether tax positions are “more likely than not” of being sustained by the applicable tax authority. Tax benefits of positions not deemed to meet the “more likely than not” threshold would be recorded as a tax expense in the current year. The amount recognized is subject to estimate and management judgment with respect to the likely outcome of each uncertain tax position. The amount that is ultimately sustained for an individual uncertain tax position or for all uncertain tax positions in the aggregate could differ from the amount that is initially recognized. |
Concentrations of Risk | Financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents. The Company places its cash and cash equivalents in banks that management believes are creditworthy, however deposits may exceed federally insured limits. |
Segment Reporting | Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing operating performance. In consideration of Accounting Standards Codification (“ASC”) 280, “Segment Reporting,” we are not organized around specific services or geographic regions. We currently operate in one service line providing in-space transportation services. Our chief operating decision maker uses condensed financial information to evaluate our performance, which is the same basis on which our results and performance are communicated to our Board of Directors. Based on the information described above and in accordance with the applicable literature, management has concluded that we are organized and operated as one operating and reportable segment. |
Recently Issued and Recently Adopted Accounting Standards | In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt— Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging— Contracts in Entity’s Own Equity (Subtopic 815-40), which clarifies and reduces diversity in an issuer’s accounting for modifications or exchanges of freestanding equity classified written call options (for example, warrants) that remain equity classified after modification or exchange. The provisions of ASU 2021-04 are effective for annual reporting periods beginning after December 15, 2021, and interim reporting periods within those annual periods, with early adoption permitted. The ASU is applied prospectively to modifications or exchanges occurring on or after the effective date of the amendments. The Company is evaluating this new standard, but does not expect it to have a material impact on the Company's consolidated financial statements. 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 evaluating this new standard, but does not expect it to have a material impact on the Company's consolidated financial statements or disclosures. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Lo sses (Topic 326): Measurement of Credit Losses on Financial Instruments. The ASU was subsequently amended by ASU No. 2018-19, ASU No. 2019-05 and ASU No. 2019-10. The guidance amended reporting requirements for credit losses for assets held at amortized cost basis and available-for-sale debt securities. For available-for-sale debt securities, credit losses will be presented as an allowance rather than as a write-down. In addition, the length of time a security has been in an unrealized loss position will no longer impact the determination of whether a credit loss exists. ASU No. 2016-13, as subsequently amended for various technical issues, is effective for public, smaller reporting companies’ fiscal years beginning after December 15, 2022, and for interim periods within those fiscal years. If the Company were to lose Smaller Reporting Company (“SRC”) status in 2022, the standard would be effective for the fiscal year beginning after December 15, 2021. The Company is evaluating this new standard, but does not expect it to have a material impact on the Company's consolidated financial statements or disclosures. 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 consolidated 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. 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 impact of transition to accumulated deficit as of the adoption date. The standard did not materially impact the accompanying statements of operations and had no impact on the accompanying statements of cash flows. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Property, Machinery and Equipment, net | The estimated useful lives of fixed assets by asset category are described below: Fixed Assets Estimated Useful Life Computer equipment Three years Furniture and fixtures Five years Leasehold improvements Lesser of estimated useful life or remaining lease term ( one Machinery and equipment Seven years Property, machinery and equipment, net consisted of the following: (in thousands) December 31, December 31, Computer equipment $ 178 $ 178 Furniture and fixtures 206 206 Leasehold improvements 2,693 665 Machinery and equipment 3,332 1,936 Construction in-progress 247 118 Property, machinery and equipment, gross 6,656 3,103 Less: accumulated depreciation (1,827) (782) Property, machinery and equipment, net $ 4,829 $ 2,321 |
Schedule of Antidilutive Shares | The table below details the excluded potential common shares where their effect is anti-dilutive for the years ended December 31, 2021 and 2020. Year Ended 2021 2020 Options outstanding under Legacy Plans — 7,243,909 Options outstanding outside of stock incentive plans — 134,586 RSUs outstanding under the 2021 Plan 3,029,991 — Common stock warrants 19,897,500 499,534 SAFE notes outstanding (shares not reserved) — 13,909,900 Total 22,927,491 21,787,929 |
Schedule of Changes in Fair Value of Liabilities | The additions, equity conversions, and change in fair values of liabilities subject to recurring remeasurement were as follows: (in thousands) Level Fair value as of December 31, 2020 Issuances Assumed through Business Combination Change in fair value Converted to equity Fair value as of December 31, 2021 SAFE notes 3 $ 314,440 $ 30,853 $ — $ (209,291) $ (136,001) $ — Warrant liability 3 3,206 15,647 31,225 (37,330) (6,999) 5,749 Liability-classified performance awards 3 — 70 — — — 70 Total $ 317,646 $ 46,570 $ 31,225 $ (246,621) $ (143,000) $ 5,819 |
Schedule of Fair Value Inputs | Key assumptions for the Black-Scholes model used to determine the fair value of warrants outstanding as of December 31, 2021 were as follows: Warrant term (years) 4.61 Volatility 45.00 % Risk-free rate 1.20 % Dividend yield 0.00 % 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: Year Ended December 31, 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 34.00% – 51.78% Dividend yield N/A 0.00% Fair value on grant date N/A $0.32 – $4.70 |
Prepaids and Other Current As_2
Prepaids and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 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) December 31, December 31, Prepaid research and development $ 4,870 $ 1,452 Prepaid launch costs, current — 2,260 Prepaid insurance and other assets 4,562 796 Total $ 9,431 $ 4,508 |
Property, Machinery and Equip_2
Property, Machinery and Equipment, net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Machinery and Equipment, net | The estimated useful lives of fixed assets by asset category are described below: Fixed Assets Estimated Useful Life Computer equipment Three years Furniture and fixtures Five years Leasehold improvements Lesser of estimated useful life or remaining lease term ( one Machinery and equipment Seven years Property, machinery and equipment, net consisted of the following: (in thousands) December 31, December 31, Computer equipment $ 178 $ 178 Furniture and fixtures 206 206 Leasehold improvements 2,693 665 Machinery and equipment 3,332 1,936 Construction in-progress 247 118 Property, machinery and equipment, gross 6,656 3,103 Less: accumulated depreciation (1,827) (782) Property, machinery and equipment, net $ 4,829 $ 2,321 |
Intangible Assets, net (Tables)
Intangible Assets, net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets, Net | Intangible assets, net consisted of the following as of December 31, 2021: (in thousands) Gross Value Accumulated Amortization Net Value Weighted average remaining amortization period (in years) Intellectual property & cloud computing implementation costs $ 447 $ (98) $ 349 7.03 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) Intellectual Property $ 357 $ (52) $ 305 7.62 |
Schedule of Future Estimated Amortization Expense | As of December 31, 2021, the future estimated amortization expense related to intangible assets is as follows: (in thousands) Year ending December 31, Amount 2022 $ 57 2023 57 2024 50 2025 43 2026 43 Thereafter 99 Total $ 349 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Components of Operating Lease Expense | 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) Year Ended December 31, 2021 2020 Operating lease cost $ 1,742 $ 272 Variable lease expense 590 24 Short-term lease expense 19 9 Total lease expense $ 2,351 $ 305 |
Right-of-Use Assets and Liabilities | The lease right-of-use assets and lease liabilities recognized in the consolidated balance sheets are as follows: (in thousands) As of December 31, As of December 31, Right-of-use assets in other non-current assets $ 7,604 $ 316 Other current liabilities $ 1,189 $ 254 Other non-current liabilities 7,284 72 Total lease liability $ 8,473 $ 326 |
Maturities of Operating Lease Liabilities | As of December 31, 2021, the maturities of the Company’s operating lease liabilities were as follows: (in thousands) 2022 $ 1,634 2023 1,533 2024 1,580 2025 1,627 2026 1,674 Thereafter 2,026 Total lease payments 10,074 Less: Imputed interest (1,601) Present value of lease liabilities $ 8,473 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses consisted of the following: (in thousands) December 31, December 31, Legal and other professional services $ 4,121 $ 268 Compensation expense 3,862 1,371 Research and development projects 1,240 517 Offering costs — 506 Payroll tax expense 163 328 Other current expense 399 74 Total $ 9,785 $ 3,064 |
Loan Payable (Tables)
Loan Payable (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Term Loans Payable | The Company’s total loan payable consists of the following at December 31, 2021: (in thousands) December 31, Gross Term Loan $ 25,000 Less: Unamortized debt discount and issuance costs (4,093) Net notes payable, (all current) $ 20,907 |
Stockholders_ Equity (Deficit_2
Stockholders’ Equity (Deficit) and Stock-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 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 63.20 % Public stockholders 13,695,257 17.17 % SRAC and its affiliates 4,657,500 5.84 % PIPE investors 11,000,000 13.79 % Total 79,772,262 100 % |
Schedule of Options Activity | The following table sets forth the summary of options and RSA activity, under the Legacy Stock Plans, for the year ended December 31, 2021. RSAs were an immaterial portion of activity for the period: (in thousands, except share-based 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 7,422,995 $ 0.20 8.49 $ 130,564 Vested exercised (1,535,804) $ 17,487 Forfeitures (1,830,842) Outstanding as of December 31, 2021 4,056,349 $ 0.27 7.34 $ 15,825 Exercisable as of December 31, 2021 2,649,701 $ 0.26 7.20 $ 10,379 Vested and expected to vest as of December 31, 2021 4,056,349 $ 0.27 7.34 $ 15,825 |
Schedule of Fair Value Inputs | Key assumptions for the Black-Scholes model used to determine the fair value of warrants outstanding as of December 31, 2021 were as follows: Warrant term (years) 4.61 Volatility 45.00 % Risk-free rate 1.20 % Dividend yield 0.00 % 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: Year Ended December 31, 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 34.00% – 51.78% Dividend yield N/A 0.00% Fair value on grant date N/A $0.32 – $4.70 |
Schedule of Restricted Stock Units | The following table sets forth the summary of RSU activity, under the 2021 Plan, for the year ended December 31, 2021: Shares Weighted Average Grant Date Fair Value (i.e. share price) Outstanding as of December 31, 2020 — Granted 3,260,729 $ 10.87 Vested (433,188) $ 10.91 Forfeited (28,288) $ 10.91 Outstanding as of December 31, 2021 2,799,253 $ 10.87 |
Schedule of Income (Loss) per Share | The following table sets forth the computation of diluted net income (loss) per share: Diluted Net Income (Loss) Per Share Year Ended (in thousands, except share-based data) 2021 2020 Numerator: Net income (loss) $ 120,654 $ (307,027) Denominator: Denominator for basic net income (loss) per share -weighted average shares outstanding 65,177,873 62,643,121 Dilutive options outstanding 5,438,952 — Dilutive warrants outstanding 301,952 — Denominator for diluted net income (loss) per share - adjusted weighted average shares outstanding 70,918,777 62,643,121 Net income (loss) per share - diluted $ 1.70 $ (4.90) |
Schedule of Stock-Based Compensation Expense | The following table sets forth the stock-based compensation under the Legacy and 2021 Plans by expense type: Year Ended December 31, (in thousands) 2021 2020 Research and development expenses $ 2,341 $ 187 Selling, general and administrative expenses 16,111 2,584 Total $ 18,452 $ 2,771 The following table sets forth the stock-based compensation under the Legacy and 2021 Plans by award type: Year Ended December 31, (in thousands) 2021 2020 Legacy Options & RSAs $ 11,271 $ 2,771 RSUs 7,091 — ESPP 20 — Performance Awards 70 — Total $ 18,452 $ 2,771 |
Commitment and Contingencies (T
Commitment and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Unconditional Purchase Obligations | As of December 31, 2021, the Company’s future unconditional purchase obligations are as follows: (in thousands) 2022 $ 10,216 2023 11,300 2024 — 2025 — 2026 — Thereafter — Total $ 21,516 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Components of Pre-Tax Loss | The following table presents the components of pre-tax income (loss) for the years ended: (in thousands) 2021 2020 US $ 120,656 $ (307,026) Total $ 120,656 $ (307,026) |
Components of Provision for Income Taxes | The following are the components of the provision for income taxes for the years ended: (in thousands) 2021 2020 Current: State $ 2 $ 1 Income tax provision $ 2 $ 1 |
Schedule of Effective Income Tax Rate Reconciliation | The following is a reconciliation of the statutory federal income tax rate to the Company’s effective tax rate for the years ended: (in thousands) 2021 2020 Tax provision (benefit) at U.S. statutory rate 25,338 21.0 % (64,475) 21.0 % State income taxes, net of federal benefit (8,446) (7.0) % (3,152) 1.0 % Non-deductible expenses 3,426 2.8 % 56,588 (18.4) % Change in value of equity instruments (51,790) (42.9) % — — % Deferred adjustments 171 0.1 % (1) — % Research and development credits (1,333) (1.1) % (1,070) 0.3 % Uncertain tax positions 336 0.3 % 268 (0.1) % Change in valuation allowance 32,300 26.8 % 11,843 (3.9) % Effective Rate 2 — % 1 — % |
Schedule of Deferred Tax Assets and Liabilities | The tax effects of temporary differences and related deferred tax assets and liabilities as of December 31, 2021 and 2020 are as follows: (in thousands) December 31, December 31, Deferred tax assets: Capitalized research and development credits 16,473 567 Start-up and Organization Costs 15,311 4,280 Net operating loss carryforwards 10,350 8,812 Research and development credits 3,758 2,340 Operating lease obligations 2,381 91 Stock-based compensation 1,457 171 Warrants 893 889 Accrued expenses and reserves $ 1,070 $ 504 Property and equipment 586 289 Intangibles 26 14 Total deferred tax assets before valuation allowance 52,305 17,957 Valuation allowance (50,168) (17,869) Total deferred tax assets $ 2,137 $ 88 Deferred Tax Liabilities: Operating lease right-of-use assets $ (2,137) $ (88) Other $ — $ — Total deferred tax liabilities $ (2,137) $ (88) Net deferred tax assets $ — $ — |
Schedule of Unrecognized Tax Benefits | The following table summarizes the activity related to the Company’s gross unrecognized tax benefits: (in thousands) Gross unrecognized tax benefits Balance as of December 31, 2020 $ 780 Increases related to prior tax positions (62) Increases related to current tax positions 535 Balance as of December 31, 2021 $ 1,253 |
Nature of Operations (Details)
Nature of Operations (Details) $ / shares in Units, $ in Thousands | Jul. 15, 2021USD ($)$ / sharesshares | Dec. 31, 2021USD ($)$ / shares | Dec. 31, 2020USD ($)$ / shares | Aug. 13, 2021$ / shares | Aug. 12, 2021$ / 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 issuance of common shares in PIPE | $ | $ 110,000 | $ 110,000 | $ 0 | ||
Estimated fair value of warrants | $ | $ 30,500 | $ 5,749 | $ 3,206 | ||
Private Warrant | |||||
Schedule of Reverse Recapitalization [Line Items] | |||||
Purchase price (in dollars per share) | $ 11.5 | ||||
Common stock – Class B | |||||
Schedule of Reverse Recapitalization [Line Items] | |||||
Common stock, par value (in dollars per share) | $ 0.0001 | ||||
Exchange ratio | 1 | ||||
Common stock – 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 | May 21, 2021agreement | Dec. 31, 2021USD ($)segment$ / shares | 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 | ||
Restricted cash, current | $ 197 | $ 100 | ||
Restricted cash, non-current | 314 | 415 | ||
Deferred fulfillment and prepaid launch costs | 3,000 | 4,700 | ||
Number of launch agreements terminated | agreement | 2 | |||
Impairment of prepaid launch costs | 8,700 | 1,500 | ||
Unrelated impairment | 800 | 200 | ||
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 | (135) | 368 | ||
Refund liability, current | $ 1,400 | |||
Number of operating segments | segment | 1 | |||
Number of reportable segments | segment | 1 | |||
Operating right-of-use assets | $ 7,604 | 316 | $ 550 | |
Operating lease liabilities | $ 8,473 | $ 326 | $ 560 | |
Patents | ||||
Cash and Cash Equivalents [Line Items] | ||||
Intangible asset amortization period | 10 years | |||
Cloud Computing Implementation Costs | ||||
Cash and Cash Equivalents [Line Items] | ||||
Intangible asset amortization period | 3 years | |||
Cash Designated for Collateral | ||||
Cash and Cash Equivalents [Line Items] | ||||
Restricted cash | $ 400 | |||
Restricted cash, current | 100 | |||
Restricted cash, non-current | 300 | |||
Cash Designated for Expenditures under National Security Agreement | ||||
Cash and Cash Equivalents [Line Items] | ||||
Restricted cash | $ 100 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Changes in Fair Value of Liabilities (Details) - Fair Value, Inputs, Level 3 - Fair Value, Recurring $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Fair value at beginning of period | $ 317,646 |
Issuances | 46,570 |
Assumed through Business Combination | 31,225 |
Change in fair value | (246,621) |
Converted to equity | (143,000) |
Fair value at end of period | 5,819 |
SAFE Note | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Fair value at beginning of period | 314,440 |
Issuances | 30,853 |
Assumed through Business Combination | 0 |
Change in fair value | (209,291) |
Converted to equity | (136,001) |
Fair value at end of period | 0 |
Warrant liability | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Fair value at beginning of period | 3,206 |
Issuances | 15,647 |
Assumed through Business Combination | 31,225 |
Change in fair value | (37,330) |
Converted to equity | (6,999) |
Fair value at end of period | 5,749 |
Liability-classified performance awards | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Fair value at beginning of period | 0 |
Issuances | 70 |
Assumed through Business Combination | 0 |
Change in fair value | 0 |
Converted to equity | 0 |
Fair value at end of period | $ 70 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Fair Value Inputs (Details) | Dec. 31, 2021 |
Warrant term (years) | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants, expected term | 4 years 7 months 9 days |
Volatility | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants, measurement input | 0.4500 |
Risk-free rate | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants, measurement input | 0.0120 |
Dividend yield | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants, measurement input | 0 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Antidilutive Shares (Details) - shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total (in shares) | 22,927,491 | 21,787,929 |
Options outstanding under Legacy Plans | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total (in shares) | 0 | 7,243,909 |
Options outstanding outside of stock incentive plans | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total (in shares) | 0 | 134,586 |
RSUs outstanding under the 2021 Plan | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total (in shares) | 3,029,991 | 0 |
Common stock warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total (in shares) | 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 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Property, Plant and Equipment, net and Intangible Assets (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Computer equipment | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 3 years |
Furniture and fixtures | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 5 years |
Leasehold improvements | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 7 years |
Leasehold improvements | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 1 year |
Machinery and equipment | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 7 years |
Reverse Recapitalization (Detai
Reverse Recapitalization (Details) | Aug. 12, 2021USD ($)tradingDay$ / shares | Jul. 15, 2021USD ($)$ / sharesshares | Dec. 31, 2021USD ($)$ / shares | Dec. 31, 2020USD ($)$ / shares | Aug. 13, 2021$ / shares |
Schedule of Reverse Recapitalization [Line Items] | |||||
Percentage of voting interest sold | 100.00% | ||||
Additional funding received in connection with business combination | $ 238,400,000 | ||||
Proceeds from issuance of common stock upon Business Combination | 128,400,000 | $ 128,167,000 | $ 0 | ||
Proceeds from issuance of common shares in 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 | $ 5,749,000 | $ 3,206,000 | ||
Public investment | $ 172,500,000 | ||||
Redemptions | 35,600,000 | ||||
Shareholder's deficit | $ 8,500,000 | ||||
Private Warrant | |||||
Schedule of Reverse Recapitalization [Line Items] | |||||
Purchase price (in dollars per share) | $ / shares | $ 11.5 | ||||
Common stock – 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 | Oct. 19, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |||
Prepaid research and development | $ 4,870 | $ 1,452 | |
Prepaid launch costs, current | 0 | 2,260 | |
Prepaid insurance and other assets | 4,562 | 796 | |
Total | 9,431 | 4,508 | |
Non-current portion of prepaid launch costs | 3,000 | 2,400 | |
Impairment of prepaid launch costs | 8,700 | 1,500 | |
Unrelated impairment | $ 800 | $ 200 | |
Potential recoveries of previously impaired deposits | $ 2,700 |
Property, Machinery and Equip_3
Property, Machinery and Equipment, net (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | ||
Property, machinery and equipment, gross | $ 6,656 | $ 3,103 |
Less: accumulated depreciation | (1,827) | (782) |
Property, machinery and equipment, net | 4,829 | 2,321 |
Depreciation expense | 1,000 | 600 |
Computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, machinery and equipment, gross | 178 | 178 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property, machinery and equipment, gross | 206 | 206 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, machinery and equipment, gross | 2,693 | 665 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, machinery and equipment, gross | 3,332 | 1,936 |
Disposals related to abandonment of malfunctioning machinery | 0 | 500 |
Construction in-progress | ||
Property, Plant and Equipment [Line Items] | ||
Property, machinery and equipment, gross | $ 247 | $ 118 |
Intangible Assets, net - Schedu
Intangible Assets, net - Schedule of Intangible Assets, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||
Total | $ 349 | $ 305 |
Amortization expense | 50 | 30 |
Intellectual property & cloud computing implementation costs | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Value | 447 | |
Accumulated Amortization | (98) | |
Total | $ 349 | |
Weighted average remaining amortization period (in years) | 7 years 10 days | |
Intellectual Property | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Value | 357 | |
Accumulated Amortization | (52) | |
Total | $ 305 | |
Weighted average remaining amortization period (in years) | 7 years 7 months 13 days |
Intangible Assets, net - Sche_2
Intangible Assets, net - Schedule of Future Estimated Amortization Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | ||
2022 | $ 57 | |
2023 | 57 | |
2024 | 50 | |
2025 | 43 | |
2026 | 43 | |
Thereafter | 99 | |
Total | 349 | $ 305 |
Intangible asset impairment | $ 20 | $ 0 |
Leases - Narrative (Details)
Leases - Narrative (Details) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 30, 2021lease | Jan. 31, 2021USD ($) | |
Leases [Abstract] | ||||
Obligation owed under lease agreement | $ 10,074 | $ 11,000 | ||
Number of leases modified | lease | 2 | |||
Rent expense | $ 1,700 | $ 300 |
Leases - Components of Operatin
Leases - Components of Operating Lease Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Leases [Abstract] | ||
Operating lease cost | $ 1,742 | $ 272 |
Variable lease expense | 590 | 24 |
Short-term lease expense | 19 | 9 |
Total lease expense | $ 2,351 | $ 305 |
Leases - Right-of-Use Assets an
Leases - Right-of-Use Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Jan. 01, 2020 |
Leases [Abstract] | |||
Right of use assets in other non-current assets | $ 7,604 | $ 316 | $ 550 |
Other current liabilities | 1,189 | 254 | |
Other non-current liabilities | 7,284 | 72 | |
Total lease liability | $ 8,473 | $ 326 | $ 560 |
Leases - Maturities of Operatin
Leases - Maturities of Operating Lease Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Jan. 31, 2021 | Dec. 31, 2020 | Jan. 01, 2020 |
Lessee, Operating Lease, Liability, Payment, Due [Abstract] | ||||
2022 | $ 1,634 | |||
2023 | 1,533 | |||
2024 | 1,580 | |||
2025 | 1,627 | |||
2026 | 1,674 | |||
Thereafter | 2,026 | |||
Total lease payments | 10,074 | $ 11,000 | ||
Less: Imputed interest | (1,601) | |||
Present value of lease liabilities | $ 8,473 | $ 326 | $ 560 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Legal and other professional services | $ 4,121 | $ 268 |
Compensation expense | 3,862 | 1,371 |
Research and development projects | 1,240 | 517 |
Offering costs | 0 | 506 |
Payroll tax expense | 163 | 328 |
Other current expense | 399 | 74 |
Total | $ 9,785 | $ 3,064 |
SAFE Notes (Details)
SAFE Notes (Details) - USD ($) $ in Thousands | Aug. 12, 2021 | Dec. 31, 2021 | 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 | 314,400 | |
Income (loss) from decrease (increase) in estimated fair value of SAFE notes | $ 209,291 | $ (267,290) | |
Common stock – Class A | |||
Class of Stock [Line Items] | |||
Liability conversion (in shares) | 12,403,469 |
Loan Payable - Narrative (Detai
Loan Payable - Narrative (Details) | Jan. 29, 2022 | Jun. 29, 2021USD ($)note | Mar. 01, 2021USD ($) | Feb. 22, 2021USD ($) | Mar. 09, 2020USD ($) | Dec. 31, 2020USD ($) | Mar. 31, 2020USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Jul. 15, 2021USD ($) | May 31, 2020USD ($) |
Short-term Debt [Line Items] | |||||||||||
Proceeds from short-term borrowings | $ 25,000,000 | $ 2,458,000 | |||||||||
Estimated fair value of warrants | $ 3,206,000 | 5,749,000 | 3,206,000 | $ 30,500,000 | |||||||
Term Loan | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Initial borrowing capacity | $ 40,000,000 | ||||||||||
Interest rate | 12.00% | ||||||||||
Proceeds from short-term borrowings | $ 25,000,000 | ||||||||||
Amount no longer available for borrowing | $ 15,000,000 | ||||||||||
Unamortized debt issuance costs | 100,000 | ||||||||||
Interest expense amortization | $ 11,700,000 | ||||||||||
Unamortized debt discount | $ 15,800,000 | ||||||||||
Debt term | 1 year | ||||||||||
Percentage of debt discount in excess of initial face value | 63.00% | ||||||||||
Calculated effective interest rate | 126.00% | ||||||||||
Term Loan | Subsequent Event | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Debt term | 24 months | ||||||||||
Term Loan | Stock Purchase Warrants | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Percentage of preferred stock available to be called | 1.00% | ||||||||||
Preferred stock available to be called, percentage earned | 80.00% | ||||||||||
Preferred stock available to be called, percentage forfeited | 20.00% | ||||||||||
Estimated fair value of warrants | $ 15,600,000 | ||||||||||
Equipment Loan | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Initial borrowing capacity | $ 4,500,000 | ||||||||||
Interest rate | 9.75% | ||||||||||
Unamortized debt issuance costs | $ 40,000 | ||||||||||
Interest expense amortization | 70,000 | $ 120,000 | |||||||||
Unamortized debt discount | 50,000 | ||||||||||
Debt term | 30 months | ||||||||||
Amount of final payment, as a percentage of the loan | 5.00% | ||||||||||
Proceeds from long-term borrowings | 1,500,000 | ||||||||||
Amount of principal and interest due monthly | $ 60,000 | ||||||||||
Payments of long-term debt | $ 1,500,000 | ||||||||||
Equipment Loan | Stock Purchase Warrants | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Estimated fair value of warrants | 30,000 | ||||||||||
Equipment Loan | Preferred Stock Purchase Warrants | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Value of warrants issued | 200,000 | ||||||||||
Equipment Loan | Equity and Convertible Debt Stock Purchase Warrants | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Value of warrants issued | $ 300,000 | ||||||||||
Promissory Notes | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Number of notes issued | note | 2 | ||||||||||
Second Lien Promissory Notes, Note One | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Initial borrowing capacity | $ 1,500,000 | ||||||||||
Reduction in legal expenses | $ 2,600,000 | ||||||||||
Second Lien Promissory Notes, Note Two | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Initial borrowing capacity | $ 1,500,000 | ||||||||||
PPP Loan | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Initial borrowing capacity | $ 1,000,000 |
Loans Payable - Schedule of Ter
Loans Payable - Schedule of Term Loans Payable (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Short-term Debt [Line Items] | ||
Net notes payable, (all current) | $ 20,907 | $ 0 |
Term Loan | ||
Short-term Debt [Line Items] | ||
Net notes payable, (all current) | 25,000 | |
Less: Unamortized debt discount and issuance costs | $ (4,093) |
Stockholders_ Equity (Deficit_3
Stockholders’ Equity (Deficit) and Stock-based Compensation - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | Aug. 31, 2021 | Aug. 12, 2021 | Jun. 30, 2021 | May 22, 2021 | Mar. 01, 2021 | Jan. 25, 2021 | Mar. 09, 2020 | Mar. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Aug. 13, 2021 | Jul. 15, 2021 | Feb. 22, 2021 |
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 | 142,804,498 | |||||||||||
Common stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 | |||||||||||
Common stock issued (in shares) | 81,211,781 | 62,510,690 | |||||||||||
Common stock outstanding (in shares) | 81,211,781 | 62,510,690 | 79,772,262 | ||||||||||
Preferred stock outstanding (in shares) | 0 | ||||||||||||
Payments for repurchase of common and preferred stock | $ 40,000 | $ 0 | |||||||||||
Proceeds from short-term borrowings | 25,000 | 2,458 | |||||||||||
Estimated fair value of warrants | 5,749 | 3,206 | $ 30,500 | ||||||||||
Increase (decrease) in fair value of warrants | $ (37,330) | 3,177 | |||||||||||
Conversion of warrants to common stock, price per share (in dollars per share) | $ 11.5 | ||||||||||||
Options exercisable, aggregate intrinsic value | $ 10,379 | $ 55,600 | |||||||||||
Shares excluded from calculation of diluted earnings per share (in shares) | 22,927,491 | 21,787,929 | |||||||||||
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% | ||||||||||||
Outstanding liability for employee contributions pending issuance | $ 100 | ||||||||||||
Options | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Unrecognized compensation cost for unvested options | $ 800 | ||||||||||||
Unrecognized compensation cost, period of recognition | 1 year 9 months 7 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 rate | 0.86% | ||||||||||||
Expected volatility | 97.00% | ||||||||||||
Remeasured fair value (in dollars per share) | $ 10.91 | ||||||||||||
Incremental compensation cost for accelerated vesting | $ 2,900 | ||||||||||||
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 rate | 0.04% | ||||||||||||
Expected volatility | 65.00% | ||||||||||||
Remeasured fair value (in dollars per share) | $ 10.78 | ||||||||||||
Incremental compensation cost for accelerated vesting | $ 2,200 | ||||||||||||
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 rate | 0.10% | ||||||||||||
Expected volatility | 78.00% | ||||||||||||
Incremental compensation cost for accelerated vesting | $ 5,400 | ||||||||||||
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 | ||||||||||||
Remeasured fair value (in dollars per share) | 20.67 | ||||||||||||
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 | ||||||||||||
Remeasured fair value (in dollars per share) | $ 20.91 | ||||||||||||
RSUs | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Unrecognized compensation cost, period of recognition | 3 years 1 month 20 days | ||||||||||||
Unrecognized compensation cost for unvested RSUs | $ 28,100 | ||||||||||||
Awards outstanding | 2,799,253 | 0 | |||||||||||
RSUs | Legacy Stock Plans | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Remaining number of shares available for grant (in shares) | 5,254,222 | ||||||||||||
RSUs | 2021 Equity Incentive Plan | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Remaining number of shares available for grant (in shares) | 2,878,514 | ||||||||||||
Outstanding Vested and Expected to Vest RSUs | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Unrecognized compensation cost, period of recognition | 3 years 1 month 20 days | ||||||||||||
Unrecognized compensation cost for unvested RSUs | $ 11,700 | ||||||||||||
Performance Awards | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Awards outstanding | 16,746 | ||||||||||||
Term Loan | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Initial borrowing capacity | $ 40,000 | ||||||||||||
Proceeds from short-term borrowings | $ 25,000 | ||||||||||||
Equipment Loan | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Initial borrowing capacity | $ 4,500 | ||||||||||||
Proceeds from long-term borrowings | $ 1,500 | ||||||||||||
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% | ||||||||||||
Preferred stock available to be called, percentage earned | 80.00% | ||||||||||||
Preferred stock available to be called, percentage forfeited | 20.00% | ||||||||||||
Estimated fair value of warrants | $ 15,600 | ||||||||||||
Increase (decrease) in fair value of warrants | $ (10,700) | ||||||||||||
Stock Purchase Warrants | Equipment Loan | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Estimated fair value of warrants | $ 30 | ||||||||||||
Increase (decrease) in fair value of warrants | $ (1,100) | ||||||||||||
Number of shares available for purchase (in shares) | 191,108 | ||||||||||||
Public Warrant | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Number of warrants outstanding (in shares) | 8,625,000 | ||||||||||||
Private Placement Warrant | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Increase (decrease) in fair value of warrants | $ (25,500) | ||||||||||||
Number of warrants outstanding (in shares) | 11,272,500 | ||||||||||||
Other Warrants | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Number of warrants outstanding (in shares) | 308,569 | ||||||||||||
Conversion of warrants to common stock, price per share (in dollars per share) | $ 0.2 | ||||||||||||
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 | ||||||||||||
Common stock – 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 | |||||||||||
Common stock issued (in shares) | 81,211,781 | ||||||||||||
Common stock outstanding (in shares) | 81,211,781 | ||||||||||||
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 (Deficit_4
Stockholders’ Equity (Deficit) and Stock-based Compensation - Common Stock Outstanding (Details) - shares | Aug. 13, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Class of Stock [Line Items] | |||
Common stock outstanding (in shares) | 79,772,262 | 81,211,781 | 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 | 63.20% | ||
Public Stockholders | |||
Class of Stock [Line Items] | |||
Common stock outstanding (in shares) | 13,695,257 | ||
Percentage of common stock outstanding | 17.17% | ||
Stable Road Acquisition Corporation And Affiliates | |||
Class of Stock [Line Items] | |||
Common stock outstanding (in shares) | 4,657,500 | ||
Percentage of common stock outstanding | 5.84% | ||
Private Investment in Public Equity Investors | |||
Class of Stock [Line Items] | |||
Common stock outstanding (in shares) | 11,000,000 | ||
Percentage of common stock outstanding | 13.79% |
Stockholders_ Equity (Deficit_5
Stockholders’ Equity (Deficit) and Stock-based Compensation - Schedule of Options Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Total Options | ||
Beginning balance (in shares) | 7,422,995 | |
Vested exercised (in shares) | (1,535,804) | |
Forfeitures (in shares) | (1,830,842) | |
Ending balance (in shares) | 4,056,349 | 7,422,995 |
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) | 2,649,701 | |
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 4 months 2 days | 8 years 5 months 26 days |
Options exercisable, weighted-average remaining contractual term (in years) | 7 years 2 months 12 days | |
Options outstanding, aggregate intrinsic value | $ 15,825 | $ 130,564 |
Options vested exercised, aggregate intrinsic value | 17,487 | |
Options exercisable, aggregate intrinsic value | $ 10,379 | $ 55,600 |
Vested and Expected to Vest | ||
Total options vested and expected to vest (in shares) | 4,056,349 | |
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 4 months 2 days | |
Options vested and expected to vest, aggregate intrinsic value | $ 15,825 |
Stockholders_ Equity (Deficit_6
Stockholders’ Equity (Deficit) and Stock-based Compensation - Schedule of Fair Value Inputs (Details) - Options | 12 Months Ended |
Dec. 31, 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 | 34.00% |
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) | $ 4.7 |
Stockholders_ Equity (Deficit_7
Stockholders’ Equity (Deficit) and Stock-based Compensation - Restricted Stock Units Activity (Details) | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
RSUs | |
Shares | |
Balance at the beginning of the period (in shares) | 0 |
Granted (in shares) | 3,260,729 |
Vested (in shares) | (433,188) |
Forfeited (in shares) | (28,288) |
Balance at the end of the period (in shares) | 2,799,253 |
Weighted Average Grant Date Fair Value (i.e. share price) | |
Balance at the beginning of the period (in dollars per share) | $ / shares | |
Granted (in dollars per share) | $ / shares | 10.87 |
Vested (in dollars per share) | $ / shares | 10.91 |
Forfeited (in dollars per share) | $ / shares | 10.91 |
Balance at the end of the period (in dollars per share) | $ / shares | $ 10.87 |
Performance Awards | |
Shares | |
Balance at the end of the period (in shares) | 16,746 |
Stockholders_ Equity (Deficit_8
Stockholders’ Equity (Deficit) and Stock-based Compensation - Schedule of Income (Loss) per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Numerator: | ||
Net income (loss) | $ 120,654 | $ (307,027) |
Denominator: | ||
Denominator for basic net income (loss) per share - weighted average shares outstanding (in shares) | 65,177,873 | 62,643,121 |
Dilutive options outstanding (in shares) | 5,438,952 | 0 |
Dilutive warrants outstanding (in shares) | 301,952 | 0 |
Denominator for diluted net income (loss) per share - adjusted weighted average shares outstanding (in shares) | 70,918,777 | 62,643,121 |
Net income (loss) per share - diluted (in dollars per share) | $ 1.70 | $ (4.90) |
Stockholders_ Equity (Deficit_9
Stockholders’ Equity (Deficit) and Stock-based Compensation - Schedule of Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total | $ 18,452 | $ 2,771 |
Legacy Options & RSAs | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total | 11,271 | 2,771 |
RSUs | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total | 7,091 | 0 |
ESPP | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total | 20 | 0 |
Performance Awards | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total | 70 | 0 |
Research and development expenses | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total | 2,341 | 187 |
Selling, general and administrative expenses | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total | $ 16,111 | $ 2,584 |
Commitment and Contingencies (D
Commitment and Contingencies (Details) - USD ($) $ in Millions | Jul. 08, 2021 | Feb. 28, 2021 | Dec. 31, 2021 |
SEC Investigation | |||
Loss Contingencies [Line Items] | |||
Payments for fines | $ 2 | ||
Contingency recorded as a result of settlement | $ 5 | ||
Legal expenses | $ 7.5 | ||
National Security Agreement | |||
Loss Contingencies [Line Items] | |||
Potential liquidated damages per breach | $ 1 |
Commitment and Contingencies -
Commitment and Contingencies - Unconditional Purchase Obligations (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Unrecorded Unconditional Purchase Obligation, Fiscal Year Maturity [Abstract] | |
2022 | $ 10,216 |
2023 | 11,300 |
2024 | 0 |
2025 | 0 |
2026 | 0 |
Thereafter | 0 |
Total | $ 21,516 |
Income Taxes - Components of Pr
Income Taxes - Components of Pre-Tax Loss (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
US | $ 120,656 | $ (307,026) |
Income (loss) before income taxes | $ 120,656 | $ (307,026) |
Income Taxes - Components of _2
Income Taxes - Components of Provision for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Current: | ||
State | $ 2 | $ 1 |
Income tax provision | $ 2 | $ 1 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Effective Income Tax Rate (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Effective Income Tax Rate Reconciliation, Amount [Abstract] | ||
Tax provision (benefit) at U.S. statutory rate | $ 25,338 | $ (64,475) |
State income taxes, net of federal benefit | (8,446) | (3,152) |
Non-deductible expenses | 3,426 | 56,588 |
Change in value of equity instruments | (51,790) | 0 |
Deferred adjustments | 171 | (1) |
Research and development credits | (1,333) | (1,070) |
Uncertain tax positions | 336 | 268 |
Change in valuation allowance | 32,300 | 11,843 |
Income tax provision | $ 2 | $ 1 |
Effective Income Tax Rate Reconciliation, Percent [Abstract] | ||
Tax provision (benefit) at U.S. statutory rate | 21.00% | 21.00% |
State income taxes, net of federal benefit | (7.00%) | 1.00% |
Non-deductible expenses | 2.80% | (18.40%) |
Change in value of equity instruments | (42.90%) | 0.00% |
Deferred adjustments | 0.10% | 0.00% |
Research and development credits | (1.10%) | 0.30% |
Uncertain tax positions | 26.80% | (3.90%) |
Change in valuation allowance | 0.30% | (0.10%) |
Effective Rate | 0.00% | 0.00% |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Capitalized research and development credits | $ 16,473 | $ 567 |
Start-up and Organization Costs | 15,311 | 4,280 |
Net operating loss carryforwards | 10,350 | 8,812 |
Research and development credits | 3,758 | 2,340 |
Operating lease obligations | 2,381 | 91 |
Stock-based compensation | 1,457 | 171 |
Warrants | 893 | 889 |
Accrued expenses and reserves | 1,070 | 504 |
Property and equipment | 586 | 289 |
Intangibles | 26 | 14 |
Total deferred tax assets before valuation allowance | 52,305 | 17,957 |
Valuation allowance | (50,168) | (17,869) |
Total deferred tax assets | 2,137 | 88 |
Deferred Tax Liabilities: | ||
Operating lease right-of-use assets | (2,137) | (88) |
Other | 0 | 0 |
Total deferred tax liabilities | (2,137) | (88) |
Net deferred tax assets | $ 0 | $ 0 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021USD ($)lease | Dec. 31, 2020USD ($) | |
Income Tax Examination [Line Items] | ||
Valuation allowance | $ 50,168 | $ 17,869 |
Costs resulting in ending gross deferred tax asset | $ 54,500 | 15,300 |
Number of leases resulting in deferred tax assets and liabilities | lease | 3 | |
Deferred tax liability from leases | $ (2,137) | (88) |
Deferred tax asset from leases | 2,381 | 91 |
Federal | ||
Income Tax Examination [Line Items] | ||
Net operating loss carryforwards | 38,900 | 23,400 |
Research and development credit carryforwards | 2,900 | 1,500 |
State | ||
Income Tax Examination [Line Items] | ||
Net operating loss carryforwards | 30,900 | 4,000 |
Research and development credit carryforwards | $ 2,700 | $ 1,700 |
Income Taxes - Unrecognized Tax
Income Taxes - Unrecognized Tax Benefits (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |
Beginning balance | $ 780 |
Increases related to prior tax positions | (62) |
Increases related to current tax positions | 535 |
Ending balance | $ 1,253 |
Related Party Transactions (Det
Related Party Transactions (Details) - Affiliated Entity - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Consulting and Technology Development Agreement | |||
Related Party Transaction [Line Items] | |||
Payments made to related parties | $ 0 | $ 0.5 | |
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) - USD ($) $ in Thousands | Feb. 16, 2022 | Jan. 29, 2022 | Feb. 22, 2021 | Apr. 01, 2022 | Dec. 31, 2021 | Feb. 01, 2024 |
Forecast | President | ||||||
Subsequent Event [Line Items] | ||||||
Severance Costs | $ 350 | |||||
Term Loan | ||||||
Subsequent Event [Line Items] | ||||||
Debt term | 1 year | |||||
Additional interest expense | $ 11,700 | |||||
Term Loan | Forecast | ||||||
Subsequent Event [Line Items] | ||||||
Additional interest expense | $ 3,200 | |||||
Subsequent Event | President | ||||||
Subsequent Event [Line Items] | ||||||
Severance Costs | $ 250 | |||||
Subsequent Event | Term Loan | ||||||
Subsequent Event [Line Items] | ||||||
Debt term | 24 months |
Uncategorized Items - mnts-2021
Label | Element | Value |
Accounting Standards Update [Extensible Enumeration] | us-gaap_AccountingStandardsUpdateExtensibleList | Accounting Standards Update 2016-02 [Member] |