Cover Page
Cover Page - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Feb. 28, 2023 | Jun. 30, 2022 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2022 | ||
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 | $ 137.1 | ||
Entity Common Stock, Shares Outstanding | 94,056,124 | ||
Documents Incorporated by Reference | None. | ||
Entity Central Index Key | 0001781162 | ||
Document Fiscal Year Focus | 2022 | ||
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, 2022 | |
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, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 61,094 | $ 160,036 |
Restricted cash, current | 1,007 | 197 |
Insurance receivable | 4,000 | 0 |
Prepaids and other current assets | 10,173 | 9,431 |
Total current assets | 76,274 | 169,664 |
Property, machinery and equipment, net | 4,016 | 4,829 |
Intangible assets, net | 337 | 349 |
Operating right-of-use asset | 6,441 | 7,604 |
Deferred offering costs | 331 | 0 |
Restricted cash, non-current | 312 | 314 |
Other non-current assets | 4,712 | 3,065 |
Total assets | 92,423 | 185,825 |
LIABILITIES AND SHAREHOLDERS’ EQUITY | ||
Accounts payable | 2,239 | 1,911 |
Accrued expenses | 8,026 | 9,785 |
Loan payable, current | 11,627 | 20,907 |
Contract liabilities, current | 1,654 | 0 |
Operating lease liability, current | 1,153 | 1,189 |
Stock repurchase liability | 10,000 | 0 |
Litigation settlement contingency | 8,500 | 0 |
Other current liabilities | 27 | 5,075 |
Total current liabilities | 43,226 | 38,867 |
Contract liabilities, non-current | 1,026 | 1,554 |
Loan Payable, non-current | 2,404 | 0 |
Warrant liability | 564 | 5,749 |
Operating lease liability, non-current | 6,131 | 7,284 |
Other non-current liabilities | 465 | 483 |
Total non-current liabilities | 10,590 | 15,070 |
Total liabilities | 53,816 | 53,937 |
Commitments and Contingencies (Note 14) | ||
Shareholders’ equity: | ||
Common stock, $0.00001 par value; 250,000,000 shares authorized and 84,441,153 issued and outstanding as of December 31, 2022; 250,000,000 shares authorized and 81,211,781 issued and outstanding as of December 31, 2021 | 1 | 1 |
Additional paid-in capital | 342,733 | 340,570 |
Accumulated deficit | (304,127) | (208,683) |
Total shareholders’ equity | 38,607 | 131,888 |
Total liabilities and shareholders’ equity | $ 92,423 | $ 185,825 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 | Aug. 13, 2021 |
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 | 250,000,000 | |
Common stock issued (in shares) | 84,441,153 | 81,211,781 | |
Common stock outstanding (in shares) | 84,441,153 | 81,211,781 | 79,772,262 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue from contract with customer, product and service, extensible enumeration | Service [Member] | Service [Member] |
Service revenue | $ 299 | $ 330 |
Cost of (reversal of) revenue (exclusive of items shown separately below) | 26 | (135) |
Gross profit | 273 | 465 |
Operating expenses: | ||
Research and development expenses | 41,721 | 51,321 |
Selling, general and administrative expenses | 49,827 | 48,905 |
Total operating expenses | 91,548 | 100,226 |
Loss from operations | (91,275) | (99,761) |
Other income (expense): | ||
Decrease in fair value of SAFE notes | 0 | 209,291 |
Decrease in fair value of warrants | 5,185 | 37,330 |
Realized loss on disposal of asset | (168) | (17) |
Interest income | 522 | 2 |
Interest expense | (5,262) | (14,229) |
Other income (expense) | 54 | (4,960) |
Total other income | (4,169) | 220,417 |
(Loss) income before income taxes | (95,444) | 120,656 |
Income tax provision | 0 | 2 |
Net (loss) income | $ (95,444) | $ 120,654 |
Net (loss) income per share, basic (in dollars per share) | $ (1.17) | $ 1.85 |
Net (loss) income per share, diluted (in dollars per share) | $ (1.17) | $ 1.70 |
Weighted average shares outstanding, basic (in shares) | 81,546,648 | 65,177,873 |
Weighted average shares outstanding, diluted (in shares) | 81,546,648 | 70,918,777 |
SEC Investigation | ||
Other income (expense): | ||
Litigation settlement, net | $ 0 | $ (7,000) |
Other Litigation Settlements | ||
Other income (expense): | ||
Litigation settlement, net | $ (4,500) | $ 0 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT) - USD ($) $ in Thousands | Total | Preferred stock | FF Preferred stock | Common stock – Class A | Common stock – Class B | Common stock | Additional paid in capital | Accumulated deficit | Previously Reported | Previously Reported Preferred stock | Previously Reported FF Preferred stock | Previously Reported Common stock – Class A | Previously Reported Common stock – Class B | Previously Reported Common stock | Previously Reported Additional paid in capital | Previously Reported Accumulated deficit | Retroactive application of recapitalization Preferred stock | Retroactive application of recapitalization FF Preferred stock | Retroactive application of recapitalization Common stock – Class A | Retroactive application of recapitalization Common stock – Class B | Retroactive application of recapitalization Common stock |
Beginning balance (in shares) at Dec. 31, 2020 | 0 | 0 | 0 | 0 | 144,875,941 | 20,000,000 | 18,398,005 | 70,000,000 | (144,875,941) | (20,000,000) | (18,398,005) | (70,000,000) | |||||||||
Ending balance (in shares) at Dec. 31, 2021 | 0 | 0 | 0 | 0 | |||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2020 | 62,510,690 | 0 | 62,510,690 | ||||||||||||||||||
Beginning balance at Dec. 31, 2020 | $ (289,472) | $ 1 | $ 39,866 | $ (329,338) | $ (289,472) | $ 0 | $ 39,866 | $ (329,338) | $ 1 | ||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||
Issuance of common stock upon exercise of stock options (in shares) | 1,510,467 | ||||||||||||||||||||
Issuance of common stock upon exercise of stock options | 336 | 336 | |||||||||||||||||||
Issuance of common stock upon vesting of RSUs (in shares) | 433,188 | ||||||||||||||||||||
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) | |||||||||||||||||||
Stock-based compensation | 18,382 | 18,382 | |||||||||||||||||||
Warrant conversion upon exercise (in shares) | 638,125 | ||||||||||||||||||||
Warrant conversion upon exercise | 6,999 | 6,999 | |||||||||||||||||||
Shares issued upon conversion of SAFE notes (in shares) | 12,403,469 | ||||||||||||||||||||
Shares issued upon conversion of SAFE Notes | 136,001 | 136,001 | |||||||||||||||||||
Stock repurchase (in shares) | (25,601,730) | ||||||||||||||||||||
Stock repurchase | (40,000) | (40,000) | |||||||||||||||||||
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 | 75,114 | |||||||||||||||||||
Issuance of common stock and warrants, net of transaction costs, upon merger (in shares) | 18,352,757 | ||||||||||||||||||||
Issuance of common stock and warrants, net of transaction costs, upon merger | 104,022 | 104,022 | |||||||||||||||||||
Net (loss) income | $ 120,654 | 120,654 | |||||||||||||||||||
Ending balance (in shares) at Dec. 31, 2021 | 81,211,781 | 81,211,781 | |||||||||||||||||||
Ending balance at Dec. 31, 2021 | $ 131,888 | $ 1 | 340,570 | (208,683) | |||||||||||||||||
Ending balance (in shares) at Dec. 31, 2022 | 0 | 0 | 0 | 0 | |||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||
Issuance of common stock upon exercise of stock options (in shares) | 2,184,961 | 2,184,961 | |||||||||||||||||||
Issuance of common stock upon exercise of stock options | $ 574 | 574 | |||||||||||||||||||
Issuance of common stock upon vesting of RSUs (in shares) | 787,033 | ||||||||||||||||||||
Issuance of common stock purchase of ESPP (in shares) | 165,393 | ||||||||||||||||||||
Issuance of common stock upon purchase of ESPP | 271 | 271 | |||||||||||||||||||
Share repurchase related to Section 16 Officer tax coverage exchange (in shares) | (186,161) | ||||||||||||||||||||
Share repurchase related to Section 16 Officer tax coverage exchange | (331) | (331) | |||||||||||||||||||
Stock-based compensation | 11,649 | 11,649 | |||||||||||||||||||
Warrant conversion upon exercise (in shares) | 278,146 | ||||||||||||||||||||
Stock repurchase valuation adjustment | (10,000) | (10,000) | |||||||||||||||||||
Net (loss) income | $ (95,444) | (95,444) | |||||||||||||||||||
Ending balance (in shares) at Dec. 31, 2022 | 84,441,153 | 84,441,153 | |||||||||||||||||||
Ending balance at Dec. 31, 2022 | $ 38,607 | $ 1 | $ 342,733 | $ (304,127) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities: | ||
Net (loss) income | $ (95,444) | $ 120,654 |
Adjustments to reconcile net (loss) income to net cash used in operating activities: | ||
Depreciation and amortization | 1,090 | 1,092 |
Amortization of debt discount and issuance costs | 2,690 | 11,729 |
Amortization of right-of-use asset | 1,163 | 1,285 |
Decrease in fair value of warrants | (5,185) | (37,330) |
Decrease in fair value of SAFE notes | 0 | (209,291) |
Impairment of prepaid launch costs | 0 | 9,450 |
Loss on disposal of fixed and intangible assets | 168 | 17 |
Stock-based compensation expense | 11,580 | 18,452 |
Changes in operating assets and liabilities: | ||
Prepaids and other current assets | (2,206) | (14,373) |
Other non-current assets | (147) | (325) |
Accounts payable | 373 | 1,562 |
Accrued expenses | (1,540) | 7,042 |
Accrued interest | 131 | 0 |
Other current liabilities | (5,020) | 4,810 |
Contract liabilities | 1,126 | (1,071) |
Lease liability | (1,189) | (426) |
Other non-current liabilities | 23 | 11 |
Net cash used in operating activities | (87,887) | (86,712) |
Cash flows from investing activities: | ||
Purchases of property, machinery and equipment | (583) | (2,972) |
Proceeds from sale of property, machinery and equipment | 34 | 0 |
Purchases of intangible assets | (184) | (118) |
Net cash used in investing activities | (733) | (3,090) |
Cash flows from financing activities: | ||
Proceeds from issuance of SAFE notes | 0 | 30,853 |
Proceeds from issuance of loan payable | 0 | 25,000 |
Proceeds from exercise of stock options | 574 | 336 |
Proceeds from employee stock purchase plan | 271 | 0 |
Repurchase of Section 16 Officer shares for tax coverage exchange | (331) | (151) |
Payment of loan payable | (9,697) | (1,500) |
Payment of debt issuance costs | 0 | (144) |
Payment of warrant issuance costs | 0 | (31) |
Payment of deferred offering costs | (331) | 0 |
Payment for repurchase of common shares | 0 | (40,000) |
Proceeds from issuance of common shares in PIPE | 0 | 110,000 |
Payments of issuances costs related to PIPE | 0 | (4,416) |
Proceeds from issuance of common stock upon Business Combination | 0 | 128,167 |
Payments for issuance costs related to Business Combination | 0 | (21,285) |
Net cash (used in) provided by financing activities | (9,514) | 226,829 |
(Decrease) Increase in cash, cash equivalents and restricted cash | (98,134) | 137,027 |
Cash, cash equivalents and restricted cash, beginning of period | 160,547 | 23,520 |
Cash, cash equivalents and restricted cash, end of period | 62,413 | 160,547 |
Supplemental disclosure of non-cash investing and financing activities | ||
Issuance of common stock related to conversion of SAFE notes | 0 | 136,001 |
Issuance of common stock related to exercise of warrant liabilities | 0 | 6,999 |
Reclassification of deferred offering costs | 0 | 2,610 |
Assumption of merger warrants liability | 0 | 31,225 |
Operating lease right-of-use assets in exchange for lease obligations | 0 | 8,501 |
Stock repurchase liability fair value | 10,000 | 0 |
Supplemental disclosure of cash flow information | ||
Cash paid for income taxes | 0 | 1 |
Cash paid for interest | 2,440 | 2,500 |
Other Litigation Settlements | ||
Adjustments to reconcile net (loss) income to net cash used in operating activities: | ||
Litigation settlement, net | $ 4,500 | $ 0 |
Nature of Operations
Nature of Operations | 12 Months Ended |
Dec. 31, 2022 | |
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 offers 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. On May 4, 2022, the Company received a favorable determination from the Federal Aviation Administration (the “FAA”) of its application for payload review, which was the final regulatory milestone needed to support the Company’s inaugural flight of the Vigoride orbital service vehicle (Vigoride 3) in May 2022. The FAA favorable determination followed a license from the Federal Communications Commission (the “FCC”) received on April 28, 2022, and updates to existing licenses from the National Oceanic and Atmospheric Administration (the “NOAA”). On May 25, 2022, the Company launched Vigoride 3 to low-earth orbit aboard the SpaceX Transporter-5 mission. In addition to Vigoride 3, Momentus used a second port on the same SpaceX mission to fly a third-party deployer from a partner company. On May 25, 2022, Momentus used the third-party deployer to place its first customer satellite in orbit. On May 26, 2022, upon establishing two-way contact between Vigoride 3 in low-earth orbit and a ground station on Earth, Momentus discovered that Vigoride 3 had experienced certain anomalies after its launch, primarily relating to its deployable solar arrays, which provide power to the spacecraft and its subsystems. The Company quickly worked to address the anomalies, identify root causes and pursue solutions to be implemented in advance of future missions. The Company determined that Vigoride 3’s deployable solar arrays, which are produced by a third party, and are folded and stowed during launch, did not operate as intended once in orbit. This resulted in low power and communications issues with the spacecraft. Meanwhile, the spacecraft's fixed, body-mounted solar panels appeared to have worked as intended and were able to provide some power to the spacecraft. The Company and the producer of the solar arrays identified a mechanical issue as the root cause of the deployable arrays not operating as intended. The Company also identified the root cause of the anomalies that it experienced with other spacecraft systems during the low-power state. On May 28, 2022, Momentus was able to deploy two customer satellites from Vigoride 3 (of nine total customer satellites onboard Vigoride 3). The Company then continued efforts to deploy other customer satellites. While Momentus initially established two-way communications with Vigoride 3, it was unable to continue such two-way communication given the spacecraft's low-power state. Momentus has been using an unplanned frequency to work through the anomalies and applied for a 30-day Special Temporary Authority (“STA”) from the FCC to properly comply with the FCC’s radio frequency transmission requirements. On June 9, 2022, the Company received approval of a 30-day STA from the FCC as requested, which the FCC extended for an additional 30 days on July 13, 2022. Momentus continued to apply for 30-day extensions for its STA prior to expiration, which the FCC has granted in each case, through October 20, 2022. While Momentus was unable to re-establish two-way communication with Vigoride 3, it continued to broadcast commands to the spacecraft from ground stations on Earth, including commands to deploy customer satellites. Additionally, Vigoride 3 was equipped with a mechanism designed to autonomously deploy customer satellites in the event of a sustained loss of communications with ground stations. During the third quarter of 2022, the Vigoride spacecraft deployed five additional customer satellites including two on July 17, 2022, two on July 29, 2022, and one at the end of August 2022. In total, Momentus deployed a total of eight customer satellites in low-earth orbit during its inaugural mission, comprising seven satellites from Vigoride 3 and one satellite from the third-party deployer system. The Company was unable and remains unable to confirm the deployment of the last two customer satellites that Vigoride 3 was carrying. The Company incorporated improvements identified during its inaugural mission in advance of its first follow-on mission and other planned follow-on missions. On January 3, 2023, the Company launched Vigoride 5 to low-earth orbit aboard the SpaceX Transporter-6 mission. The mission is ongoing and Vigoride 5 is in good health as it undergoes a deliberate commissioning process in preparation for on-orbit operations. On Vigoride’s first orbital pass, Momentus confirmed that both solar arrays were deployed, and the vehicle was generating power and charging its batteries. As of the date of this Annual Report on Form 10-K, the vehicle’s power and temperatures continue to be within the nominal expected ranges. While Vigoride 5 is carrying two customer payloads, the primary mission objective is to test the spacecraft on orbit, learn from any issues that are encountered and implement lessons learned on future Vigoride vehicles and missions. The Company anticipates flying two additional missions with Vigoride during 2023. All future missions remain subject to the receipt of licenses and government approvals, and successful completion of our efforts to prepare our spacecraft for flight. The Company can offer no assurances that the vehicles that it plans to operate in future missions will be ready on time, or that they will operate as intended. Refer to “ Risk Factors — We may not receive all required governmental licenses and approvals,” and “ Risk Factors — We are dependent on the successful development of our satellite vehicles and related technology,” under Part I, Item 1A: " Risk Factors ," in this Annual Report on Form 10-K. Background and Business Combination On August 12, 2021, the Company consummated a merger pursuant to certain Agreement and Plan of Merger, dated October 7, 2020, and as amended on March 5, 2021, April 6, 2021, and June 29, 2021 (the “Merger Agreement”), by and among Stable Road Acquisition Corp (“SRAC”), Project Marvel First Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of SRAC (the “First Merger Sub”), and Project Marvel Second Merger Sub, LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of SRAC (the “Second Merger Sub”), pursuant to which the 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 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 (“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 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 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 Common Stock at $11.50 per share. The warrants were recorded as a derivative liability under ASC 815, Derivatives and Hedging , |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation The Business Combination was accounted for as a reverse recapitalization in accordance with 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 Merger had the greatest voting interest in the combined entity, Momentus Inc. comprises all of the ongoing operations, and Momentus Inc.'s senior management directs operations of the combined entity. Accordingly, for accounting purposes, the 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 historical cost, with no goodwill or other intangible assets recorded. One-time direct and incremental transaction costs incurred by the Company were recorded based on the activities to which the costs relate and the structure of the transaction; cost allocated to the issuance of equity were recorded as a reduction of the amount of equity raised, presented in additional paid in capital, while all costs allocated to the liability classified warrants were charged to expense. In connection with the Business Combination, outstanding units of Legacy 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 date of the Closing (the “Closing Date”) are those of Momentus. The shares and corresponding capital amounts and net (loss) income per share available to common stockholders, prior to the Business Combination, have been retroactively restated as shares reflecting the exchange ratio established in the Merger Agreement. Reclassifications During the third quarter of 2022, the Company reclassified certain cloud computing implementation costs from intangible assets to prepaid and other current assets, and other non-current assets to properly present the capitalized costs with their related subscription fees. In accordance with ASC 350, Intangibles , the Company presents capitalized implementation costs for cloud computing arrangements within the same line item that the prepayment of these fees would be presented. The reclassification was determined to be immaterial and will be accounted for prospectively. 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 other reclassifications have been made to the prior year’s consolidated financial statements to conform to the current year’s presentation. None of the reclassifications have changed the total assets, liabilities, stockholders’ equity (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 consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts in the consolidated 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 compensation, Simple Agreement for Future Equity (“SAFE”) notes, warrant liabilities and repurchase liabilities. COVID-19 Pandemic As a result of the COVID-19 pandemic, the U.S. government and various states implemented quarantine requirements and travel restrictions. The extent of the impact of COVID-19 on the Company’s consolidated financial statements will depend on future developments, including the duration of the outbreak, resurgences and emergence of variants, all of which are highly uncertain and cannot be predicted. The potential impact of COVID-19 on the Company’s operations is inherently difficult to predict and could adversely impact the Company’s business, financial condition or results of operations. Emerging Growth Company Status Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (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 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 after the consummation of the Business Combination 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. 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. $0.3 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, and 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 one year from December 31, 2022. The remaining $1.0 million is restricted for expenditures related to the National Security Agreement (“NSA”). See Note 14. 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 our payload weight on each launch. As of December 31, 2022, and December 31, 2021, the Company had $7.4 million and $3.0 million, respectively, of deferred fulfillment and prepaid launch costs recorded within prepaids and other current assets and other non-current assets 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 charge of $8.7 million of prepaid launch costs during the year ended December 31, 2021. There was an unrelated impairment of $0.8 million in the year ended December 31, 2021. 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 reserved space on a launch that occurred in May 2022. 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. See Note 4. On May 4, 2022, the Company received a favorable determination from the Federal Aviation Administration (the “FAA”) of its application for payload review, which was the final regulatory milestone needed to support the Company’s inaugural flight of the Vigoride orbital service vehicle (Vigoride 3) in May 2022. The FAA favorable determination followed a license from the Federal Communications Commission (the “FCC”) received on April 28, 2022, and updates to existing licenses from the National Oceanic and Atmospheric Administration (the “NOAA”). On May 25, 2022, the Company launched Vigoride 3 to low-earth orbit aboard the SpaceX Transporter-5 mission. In addition to Vigoride 3, Momentus used a second port on the same SpaceX mission to fly a third-party deployer from a partner company. On May 25, 2022, Momentus used the third-party deployer to place its first customer satellite in orbit. On May 26, 2022, upon establishing two-way contact between Vigoride 3 in low-earth orbit and a ground station on Earth, Momentus discovered that Vigoride 3 had experienced certain anomalies after its launch, primarily relating to its deployable solar arrays, which provide power to the spacecraft and its subsystems. The Company quickly worked to address the anomalies, identify root causes and pursue solutions to be implemented in advance of future missions. The Company determined that Vigoride 3’s deployable solar arrays, which are produced by a third party, and are folded and stowed during launch, did not operate as intended once in orbit. This resulted in low power and communications issues with the spacecraft. Meanwhile, the spacecraft's fixed, body-mounted solar panels appeared to have worked as intended and were able to provide some power to the spacecraft. The Company and the producer of the solar arrays identified a mechanical issue as the root cause of the deployable arrays not operating as intended. The Company also identified the root cause of the anomalies that it experienced with other spacecraft systems during the low-power state. On May 28, 2022, Momentus was able to deploy two customer satellites from Vigoride 3 (of nine total customer satellites onboard Vigoride 3). The Company then continued efforts to deploy other customer satellites. While Momentus initially established two-way communications with Vigoride 3, it was unable to continue such two-way communication given the spacecraft's low-power state. Momentus has been using an unplanned frequency to work through the anomalies and applied for a 30-day Special Temporary Authority (“STA”) from the FCC to properly comply with the FCC’s radio frequency transmission requirements. On June 9, 2022, the Company received approval of a 30-day STA from the FCC as requested, which the FCC extended for an additional 30 days on July 13, 2022. Momentus continued to apply for 30-day extensions for its STA prior to expiration, which the FCC has granted in each case, through October 20, 2022. While Momentus was unable to re-establish two-way communication with Vigoride 3, it continued to broadcast commands to the spacecraft from ground stations on Earth, including commands to deploy customer satellites. Additionally, Vigoride 3 was equipped with a mechanism designed to autonomously deploy customer satellites in the event of a sustained loss of communications with ground stations. During the third quarter of 2022, the Vigoride spacecraft deployed five additional customer satellites including two on July 17, 2022, two on July 29, 2022, and one at the end of August 2022. In total, Momentus deployed a total of eight customer satellites in low-earth orbit during its inaugural mission, comprising seven satellites from Vigoride 3 and one satellite from the third-party deployer system. The Company was unable and remains unable to confirm the deployment of the last two customer satellites that Vigoride 3 was carrying. The Company incorporated improvements identified during its inaugural mission in advance of its first follow-on mission and other planned follow-on missions. On January 3, 2023, the Company launched Vigoride 5 to low-earth orbit aboard the SpaceX Transporter-6 mission. The mission is ongoing and Vigoride 5 is in good health as it undergoes a deliberate commissioning process in preparation for on-orbit operations. On Vigoride’s first orbital pass, Momentus confirmed that both solar arrays were deployed, and the vehicle was generating power and charging its batteries. As of the date of this Annual Report on Form 10-K, the vehicle’s power and temperatures continue to be within the nominal expected ranges. While Vigoride 5 is carrying two customer payloads, the primary mission objective is to test the spacecraft on orbit, learn from any issues that are encountered and implement lessons learned on future Vigoride vehicles and missions. The Company anticipates flying two additional missions with Vigoride during 2023. All future missions remain subject to the receipt of licenses and government approvals, and successful completion of our efforts to prepare our spacecraft for flight. The Company can offer no assurances that the vehicles that it plans to operate in future missions will be ready on time, or that they will operate as intended. Refer to “ Risk Factors — We may not receive all required governmental licenses and approvals,” and “ Risk Factors — We are dependent on the successful development of our satellite vehicles and related technology,” under Part I, Item 1A: " Risk Factors ," in this Annual Report on Form 10-K. In connection with the launch of Vigoride 3 and the third-party deployer in May 2022, the Company amortized $1.2 million of prepaid launch costs. These costs were allocated proportionally based on payload weight; $12 thousand allocated to completed customer payload performance obligations was amortized to cost of revenue, $14 thousand allocated to customer payload subject to unresolved variable consideration was deferred within current deferred fulfillment costs as of the end of the second quarter 2022, $0.6 million allocated to the Vigoride vehicle was amortized to research and development costs, and $0.6 million allocated to the third-party deployer, intended as a demonstration of the Company’s business model, was amortized to selling, general and administrative costs. As a result of the launch, the Company realized $1.8 million of benefit from the recovery of previously impaired prepaid launch costs. The Company did not allocate any Vigoride vehicle development expense to cost of revenue as the vehicle has not yet met the criteria for capitalization. Refer to Research and Development Costs below. During the third quarter of 2022, the Company resolved the variable consideration uncertainties that had caused it to defer revenue and cost of revenue from its inaugural launch. As a result, the Company amortized the deferred $14 thousand to cost of revenue. Property, Machinery and Equipment, net Property, machinery 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 year to seven years) 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 (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, 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 are directly related to fundraising activities. During the year ended December 31, 2021, deferred offering costs were attributable to the Business Combination and upon completion of the Business Combination, all deferred offering costs were netted with the proceeds, 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. During the year ended December 31, 2022, deferred offering costs were attributable to the Company’s S-3 Universal Shelf registration and the at-the-market offering program. These costs will be netted with the proceeds proportional to the at-the-market program fundraising and any future fundraising under that S-3 registration. Refer to Note 11. 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: (i) 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 (ii) 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 14. Revenue Recognition The Company enters into short-term contracts for ‘last-mile’ satellite and cargo delivery, payload hosting and in-orbit servicing options with customers that are primarily in the aerospace industry. The Company recognizes revenue (along with any other fees that have been paid) at a point in time, upon satisfaction of the Company’s performance obligation. For transportation services, the performance obligation is satisfied when the customer is delivered to their designated orbit. The Company accounts for customer contracts in accordance with ASC 606, Revenue from Contracts with Customers , which includes the following five-step model: • Identification of the contract, or contracts, with a customer. • Identification of the performance obligations in the contract. • Determination of the transaction price. • Allocation of the transaction price to the performance obligations in the contract. • Recognition of revenue when, or as, the Company satisfies a performance obligation. The Company estimates variable consideration at the most likely amount, which is included in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur. 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, or concessions on future services 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 to maintain goodwill in those customer relationships. As part of its contracts with customers, the Company collects up-front non-refundable deposits prior to launch. As of December 31, 2022, and December 31, 2021, the Company had customer deposit balances of $2.7 million and $1.6 million, respectively, 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, 2022 and December 31, 2021 are $1.0 million and $1.6 million, respectively, of non-current deposits. In connection with the May 25, 2022 flight of the Vigoride spacecraft and the third-party deployer from a partner company, the Company completed one of the intended performance obligations, resulting in $50 thousand of recognized revenue, which was previously recorded in contract liabilities. The remaining customer payloads were negatively impacted by the Vigoride anomalies and as a result did not receive the anticipated level of service. As a result, the Company offered concessions to those customers, the value of which was unresolved at the end of the second quarter of 2022. Due to this uncertainty, the Company recorded the related customer deposits of $133 thousand as deferred revenues within current contract liabilities at that time. During the third quarter of 2022, the Company recognized $129 thousand of revenue. $28 thousand was due to forfeited customer deposits from cancelled customer contracts. The Company also resolved the uncertainties that had caused it to defer revenue from its inaugural launch. As a result, the Company recognized revenue of $101 thousand, and continued to defer $33 thousand now allocated to future services as a result of the variable consideration. During the three months ended December 31, 2022, the Company recognized $120 thousand of revenue, due to forfeited customer deposits primarily related to expired options. For the year ended December 31, 2021, the Company recognized revenue related to customer cancelled contracts of $330 thousand, which were previously recorded as contract liabilities. The Company also recorded $(135) thousand 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 above, the Company signed amendments with those customers considered in the contingency, such that the services will no longer be free of charge. 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 for the years ended December 31, 2022 and 2021. 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 warrants, which is 5 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 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 12. The Company’s stock repurchase agreements with the Co-Founders are recorded as contingent liabilities pursuant to ASC 480, measured at fair value. The stock repurchase agreements 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, 2022 and 2021. The change in fair values of liabilities subject to recurring remeasurement were as follows: (in thousands) Level Fair value as of December 31, 2021 Change in Fair Value Fair value as of December 31, 2022 Warrant Liability 3 $ 5,749 $ (5,185) $ 564 Share Repurchase Liability 3 — 10,000 10,000 Liability-Classified Performance Awards 3 70 (70) — Total $ 5,819 $ 4,745 $ 10,564 Key assumptions for the Black-Scholes model used to determine the fair value of warrants outstanding as of December 31, 2022 were as follows: Warrant term (years) 3.61 Volatility 76.00 % Risk-free rate 4.11 % Dividend yield 0.00 % Warrant Liability The Company’s private warrants and stock purchase warrants 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. See Note 11. 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 components of other income within the consolidated statements of operations. The Company will continue to adjust the warrant liabilities for changes in fair value until the earlier of (i) the exercise or expiration of the warrants or (ii) the redemption of the warrants, at which time the warrants will be reclassified to additional paid-in capital within the consolidated statements of stockholders’ equity (deficit). 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. Public and Private Warrants Prior to the Business Combination, SRAC issued 11,272,500 private placement warrants (“Private Warrants”) and 8,625,000 public warrants (“Public Warrants” and collectively, “Warrants”). Each whole warrant entitles the holder to purchase one share of the Company’s common stock at a price of $11.50 per share, subject to adjustments and will expire five years after the Business Combination or earlier upon redemption or liquidation. The Private Warrants do not meet the derivative scope exception and are accounted for as derivative liabilities. Specifically, the Private Warrants contain provisions that cause the settlement amounts to be dependent upon the characteristics of the holder of the warrant which is not an input into the pricing of a fixed-for-fixed option on equity shares. Therefore, the Private Warrants are not considered indexed to the Company’s stock and should be classified as a liability. Since the Private Warrants meet the definition of a derivative, the Company recorded the Private Warrants as liabilities on the consolidated balance sheet at fair value upon the Closing, with subsequent changes in the fair value recognized in the consolidated statements of operations at each reporting date. The fair value of the Private Warrants was measured using the Black-Scholes option-pricing model at each measurement date. In addition, the Public Warrants are accounted for as equity classified by the Company. On consummation of the Business Combination, the Company recorded equity related to the Public Warrants of $20.2 million, with an offsetting entry to additional paid-in capital. Similarly, on the consummation of the Business Combination, the Company recorded a liability related to the Private Warrants of $31.2 million, with an offsetting entry to additional paid-in capital. The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain fea |
Reverse Recapitalization
Reverse Recapitalization | 12 Months Ended |
Dec. 31, 2022 | |
Reverse Recapitalization [Abstract] | |
Reverse Recapitalization | Reverse Recapitalization As discussed in Note 1, " Nature of Operations, " on the Closing Date, SRAC completed the acquisition of Momentus Inc. and acquired 100% of Momentus Inc.’s shares and Momentus Inc. received gross proceeds of $247.3 million, which included $110.0 million in proceeds from the PIPE Investment, and $137.3 million in proceeds from issuance of Common Stock upon the closing of the Business Combination. Proceeds from the issuance of Common Stock comprised of $172.5 million of public investment in SRAC, reduced by redemptions of $35.6 million. SRAC had additional stockholder deficit of $8.5 million, inclusive of $0.4 million of additional cash in trust from operations, which reduced the total proceeds to $238.8 million. The Merger was accounted for as a reverse recapitalization under ASC 805, with Legacy Momentus as the accounting acquirer and SRAC as the acquired company for accounting purposes. Momentus Inc. was determined to be the accounting acquirer as Momentus Inc.'s stockholders prior to the Merger had the greatest voting interest in the combined entity, Momentus Inc. comprises all of the ongoing operations, and Momentus Inc.'s senior management directs operations of the combined entity. Accordingly, all historical financial information presented in these consolidated financial statements represents the accounts of Momentus Inc. and its wholly owned subsidiary. Net assets were stated at historical cost consistent with the treatment of the transaction as a reverse recapitalization of Momentus Inc. One-time direct and incremental transaction costs incurred by the Company were recorded based on the activities to which the costs relate and the structure of the transaction. Costs of $27.8 million allocated to the issuance of equity were recorded as a reduction of equity raised, presented in additional paid in capital, while costs of $4.8 million allocated to the liability classified warrants were charged to expense. On the Closing Date, each holder of Momentus Inc. preferred and common stock received approximately 0.2467416 shares of the Company’s Common Stock, par value $0.00001 per share. See Note 11 for additional details of the Company's stockholders' equity (deficit) prior to and subsequent to the Merger. All equity awards of Momentus Inc. were assumed by the Company and converted into comparable equity awards that are settled or exercisable for shares of the Company’s Common Stock. As a result, each outstanding stock option was converted into an option to purchase shares of the Company’s 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 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 Common Stock based on an exchange ratio of 0.2467416. Each public and private warrant of SRAC that was unexercised at the time of the Merger was assumed by the Company and represents the right to purchase one share of the Company’s 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 Common Stock for a period of six months after the Closing or, if earlier, the first date the closing price of the 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 the PIPE Investors to which such investors collectively subscribed for an aggregate of 11,000,000 shares of the Company’s Common Stock at $10.00 per share for aggregate gross proceeds of $110.0 million. The PIPE Investors were also granted an equal number of private warrants to purchase the Company’s Common Stock at $11.50 per share. The warrants were recorded as a derivative liability under ASC 815 , and the warrant liability was initially valued at $30.5 million. See Note 11. 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, 2022 | |
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 launch costs, current $ 3,000 $ — Prepaid research and development 2,841 4,869 Prepaid insurance and other assets 4,332 4,562 Total $ 10,173 $ 9,431 As of December 31, 2022 and December 31, 2021, the non-current portion of prepaid launch costs recorded in other non-current assets was $4.4 million and $3.0 million, respectively. FAA Application On May 10, 2021, the Company received a letter from the 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, 2022. There was an unrelated impairment of $0.8 million for the year ended December 31, 2021. On October 12, 2021, the Company began discussions with the same launch service provider about reestablishing a future launch schedule. As a result of such discussion, the Company signed a Launch Services Agreement on October 19, 2021 that reserved space on a launch that occurred in May 2022. 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. On May 4, 2022, the Company received a favorable determination from the Federal Aviation Administration (the “FAA”) of its application for payload review, which was the final regulatory milestone needed to support the Company’s inaugural flight of the Vigoride orbital service vehicle (Vigoride 3) in May 2022. The FAA favorable determination followed a license from the Federal Communications Commission (the “FCC”) received on April 28, 2022, and updates to existing licenses from the National Oceanic and Atmospheric Administration (the “NOAA”). All future missions remain subject to the receipt of licenses and government approvals, and successful completion of current efforts to get the system ready for flight. Refer to “ Risk Factors — We may not receive all required governmental licenses and approvals,” and “ Risk Factors — We are dependent on the successful development of our satellite vehicles and related technology,” under Part II, Item 1A: " Risk Factors ," in this Annual Report on Form 10-K. In connection with the launch of Vigoride 3 and the third-party deployer in May 2022, the Company amortized $1.2 million of prepaid launch costs. These costs were allocated proportionally based on payload weight; $12 thousand allocated to completed customer payload performance obligations was amortized to cost of revenue, $14 thousand allocated to customer payload subject to unresolved variable consideration was deferred within current deferred fulfillment costs as of the end of the second quarter 2022, $0.6 million allocated to the Vigoride vehicle was amortized to research and development costs, and $0.6 million allocated to the third-party deployer, intended as a demonstration of the Company’s business model, was amortized to selling, general and administrative costs. As a result of the launch, the Company realized $1.8 million of benefit from the recovery of previously impaired prepaid launch costs. The Company did not allocate any Vigoride vehicle development expense to cost of revenue as the vehicle has not yet met the criteria for capitalization. Refer to Research and Development Costs in Note 2. During the third quarter of 2022, the Company resolved the variable consideration uncertainties that had caused it to defer revenue and cost of revenue from its inaugural launch. As a result, the Company amortized the deferred $14 thousand to cost of revenue. |
Property, Machinery and Equipme
Property, Machinery and Equipment, net | 12 Months Ended |
Dec. 31, 2022 | |
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 $ 10 $ 178 Furniture and fixtures — 206 Leasehold improvements 2,281 2,693 Machinery and equipment 3,411 3,332 Construction in-progress 106 247 Property, machinery and equipment, gross 5,808 6,656 Less: accumulated depreciation (1,792) (1,827) Property, machinery and equipment, net $ 4,016 $ 4,829 Depreciation expense related to property, machinery and equipment was $1.0 million and $1.0 million for the years ended December 31, 2022 and 2021, respectively. Depreciation expense is recorded withing operating expenses. |
Intangible Assets, net
Intangible Assets, net | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets, net | Intangible Assets, net Intangible assets, net consisted of the following as of December 31, 2022: (in thousands) Gross Value Accumulated Amortization Net Value Weighted average remaining amortization period (in years) Patents/Intellectual Property $ 461 $ (124) $ 337 7.0 Total $ 461 $ (124) $ 337 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) Patents/Intellectual Property $ 404 $ (91) $ 313 7.5 Capitalized software implementation costs 43 (7) 36 2.6 Total $ 447 $ (98) $ 349 Amortization expense related to intangible assets was $107 thousand and $50 thousand for the years ended December 31, 2022 and 2021, respectively. As of December 31, 2022, the future estimated amortization expense related to intangible assets is as follows: (in thousands) 2023 $ 50 2024 50 2025 50 2026 50 2027 50 Thereafter 87 Total 337 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Leases | Leases The Company leases office space under non-cancellable operating leases. In January 2021, the Company commenced a lease 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 had one additional minor lease that expired in November 2022. The components of operating lease expense were as follows: (in thousands) Year Ended December 31, 2022 2021 Operating lease cost $ 1,609 $ 1,742 Variable lease expense 611 590 Short-term lease expense 38 19 Total lease expense $ 2,258 $ 2,351 Variable lease expense consists of the Company’s proportionate share of operating expenses, property taxes, and insurance. As of December 31, 2022, the weighted-average remaining lease term was 5.2 years and the weighted-average discount rate was 5.6%. As of December 31, 2022, the maturities of the Company’s operating lease liabilities were as follows: (in thousands) 2023 $ 1,533 2024 1,580 2025 1,627 2026 1,674 2027 1,729 Thereafter 297 Total lease payments 8,440 Less: Imputed interest (1,156) Present value of lease liabilities $ 7,284 |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2022 | |
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 $ 3,128 $ 4,121 Compensation expense 3,584 3,862 Research and development projects 981 1,240 Other current expense 333 399 Payroll tax expense — 163 Total $ 8,026 $ 9,785 |
SAFE Notes
SAFE Notes | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
SAFE Notes | SAFE Notes The Company issued 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 million and a fair value of $136 million on the conversion date, converted into 12,403,469 shares of 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. The income reported from the decrease in the estimated fair value of the SAFE notes was $209.3 million for the year ended December 31, 2021. These amounts are included in other income. |
Loan Payable
Loan Payable | 12 Months Ended |
Dec. 31, 2022 | |
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 by the June 30, 2021 deadline. The repayment terms of the Term Loan provide for interest-only payments from March 1, 2021 through February 28, 2022. Under the original terms, the principal amount was due and payable on March 1, 2022. However, during January 2022 the Company exercised its option to pay back the principal amount of the Term Loan over two years beginning on March 1, 2022 and ending on February 28, 2024. 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 with the offset recorded as a debt discount. On August 12, 2021 the lender exercised the warrant. See Note 11. 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 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 term of the note, originally maturing on March 1, 2022, but now being repaid over two years, recorded as interest expense. 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, the calculated effective interest rate up until January 2022 was 126.0%. As a result of the exercised extended repayment schedule, the unamortized discount and issuance costs were recast over the updated term of the loan and resulted in a recalculated effective interest rate of 28.2%. Interest expense amortization was $2.7 million and $11.7 million for the years ended December 31, 2022 and 2021, respectively. As of December 31, 2022, the Company’s total loan payable consisted of gross Term Loan payable of $15.3 million and accrued interest of $0.1 million, offset by unamortized debt discount and issuance costs of $1.4 million. The Term Loan principal has future scheduled maturities of $13.0 million and $2.3 million for 2023 and 2024, respectively. 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 (the “Promissory Notes”). The Promissory Notes, in the amount of $1.5 million 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 Business Combination. 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 Notes 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, included within SG&A within the accompanying consolidated statement of operations. |
Stockholders_ Equity (Deficit)
Stockholders’ Equity (Deficit) | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Stockholders’ Equity (Deficit) | Stockholders’ Equity (Deficit) Common Stock and Preferred Stock Pursuant to the terms of the Second 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 Common Stock, par value $0.00001 per share, and (ii) 20,000,000 shares of preferred stock, par value $0.00001 per share (“Preferred Stock”). At the Closing of the Business Combination, 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 % Public stockholders 13,695,257 17 % SRAC and its affiliates 4,657,500 6 % PIPE Investors 11,000,000 14 % Total 79,772,262 100 % Co-Founder Divestment and Stock Repurchase Agreements In accordance with the NSA and pursuant to stock 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, the “Co-Founders”) sold 100% of their respective equity interests in the Company on June 30, 2021. In exchange for their equity interests, the Company initially paid each entity $1, but will additionally pay up to an aggregate of $50,000,000, out of funds legally available therefor, to the Co-Founders, on a pro rata basis, as follows: (i) an aggregate of $40,000,000 to be paid out of funds legally available therefor, within 10 business days after the earlier of (A) a business combination or capital raising transaction or series of transactions (whether in the form of debt or equity) resulting in cash proceeds of no less than $100,000,000 and (B) the Business Combination (the “First Payment Date”); and (ii) an aggregate of $10,000,000 to be paid out of funds legally available therefor, within 10 business days after a business combination or capital raising transaction or series of transactions (whether in the form of debt or equity) resulting in cash proceeds of no less than $250,000,000 (determined without any reduction for the $100,000,000 previously received in respect of the First Payment Date). As a result of the Business Combination, which generated $247.3 million of gross proceeds (as described in Note 3), the Company paid the Co-Founders $40.0 million in addition to the initial consideration paid of $3. The Company recorded the consideration paid as a reduction of Common Stock and additional paid in capital. Pursuant to the NSA, a portion of those divestment proceeds were placed in escrow accounts, and were not to 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. Following the third-party audit of the investors’ NSA compliance, all of the escrowed divestment proceeds were released to the Co-Founders as of March 1, 2022 in accordance with the NSA. If the Company were to undertake a business combination or capital raising transaction or series of transactions (whether in the form of debt or equity) resulting in cash proceeds of approximately $2.7 million or more, the Company would need to pay an aggregate of $10.0 million to the Co-Founders in accordance with the terms of the stock repurchase agreements. As a subsequent event, on February 27, 2023 the Company raised $10.0 million through the sale of securities, which triggered the liability under the stock repurchase agreements. Refer to Note 16. The Company evaluated and periodically re-evaluates this potential consideration as a liability under ASC 480 utilizing a probability-weighted approach. Certain factors which would enable successful fundraising were considered, including progress toward compliance with the NSA, research and development progress, and agreements with launch providers, as well as the Company’s fundraising efforts under the at-the-market offering program describe below, resulting in an estimated liability of $10.0 million expected to be paid to the Co-Founders with a corresponding offset to additional paid in capital within the consolidated statements of stockholders’ equity (deficit), as of December 31, 2022. Stock Purchase Warrants In February 2021, the Company entered into the Term Loan. 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 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 year ended December 31, 2021, within other income 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, 2022. In March 2020, the Company entered into an equipment financing agreement to fund the acquisition of specific and eligible equipment (the “Equipment Loan”). In conjunction with the Equipment Loan, 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 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, 2022, the Company had public and private warrants outstanding to purchase 8,625,000 and 11,272,500 of 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 had private warrants outstanding to purchase 308,569 shares of Common Stock, with an exercise price of $0.20 per share, unrelated to the Business Combination, which were exercised on a net basis for 278,146 shares during the year ended December 31, 2022. The private warrants assumed in connection with the Business Combination are accounted for as a derivative liability and the decrease in estimated fair value of the warrants of $(5.2) million for the year ended December 31, 2022, and $(25.5) million for the year ended December 31, 2021 was recorded within other income. The public warrants and the legacy outstanding private warrants were recorded as equity within consolidated statements of stockholders’ equity (deficit). As a subsequent event, on February 27, 2023 the Company raised $10.0 million through the sale of securities, including 9,396,000 shares of Common Stock, 2,170,043 prefunded warrants and 11,566,043 warrants with strike price of $1.15, . Refer to Note 16. Contingent Sponsor Earnout Shares As a result of the Business Combination, the Company modified the terms of 1,437,500 shares of Common Stock held by SRAC’s sponsor (the “Sponsor Earnout Shares”), such that all such shares will be forfeited if the share price of Common Stock does not reach a volume-weighted average closing sale price of $12.50, two thirds of such shares will be forfeited if the share price of Common Stock does not reach a volume-weighted average closing sale price of $15.00, and one third of such shares will be forfeited if the share price of Common Stock does not reach a volume-weighted average closing sale price of $17.50, in each case, prior to the fifth anniversary of the Business Combination. Certain events which change the number of outstanding shares of Common Stock, such as a split, combination, or recapitalization, among other potential events, will equitably adjust the target vesting prices above. The Sponsor Earnout Shares may not be transferred without the Company’s consent until the shares vest. The Sponsor Earnout Shares are recorded within equity. Due to the contingently forfeitable nature of the shares, the Sponsor Earnout Shares are excluded from basic EPS calculations but are considered potentially dilutive shares for the purposes of diluted EPS (refer to “ Income (Loss) Per Share” below). At-The-Market Offering On September 28, 2022, Momentus entered into an At-the-Market Equity Offering Sales Agreement with a sales agent (the “ATM Sales Agreement”). Pursuant to the ATM Sales Agreement, the Company may from time to time sell, through the sales agent using at-the-market (“ATM”) offerings, shares of Common Stock up to an aggregate offer price of up to $50.0 million. Under the ATM Sales Agreement, the sales agent will be entitled to compensation at a commission rate of up to 3.0% of the gross sales price per share sold. During the year ended December 31, 2022 there were no sales under the ATM Sales Agreement. |
Stock-based Compensation
Stock-based Compensation | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-based Compensation | Stock-based Compensation 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 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 the Amended and Restated 2018 Stock Plan (the “2018 Plan”). No additional grants have been made since 2020 and no new grants will be made from the 2018 Plan, however, the options issued and outstanding under the plan continue to be governed by the terms of the 2018 Plan. 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. 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 lesser 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. During the year ended December 31, 2022, the shares available for grant under the 2021 Plan increased by 2,436,353 and 363,528 due to the evergreen provision and forfeitures from both the Initial Plan and the 2018 Plan, respectively. As of December 31, 2022, there were 1,947,448 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 of 1986, as amended. 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 lesser 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 and (ii) 1,595,445 shares. The 2021 ESPP Plan became effective immediately following the Closing. During the year ended December 31, 2022, the shares available for issuance under the 2021 ESPP Plan increased by 406,059 due to the evergreen provision. During the year ended December 31, 2022, 165,393 shares were issued under the 2021 ESPP Plan. The Company has an outstanding liability pertaining to the ESPP of $41 thousand as of December 31, 2022, included in accrued expenses, for employee contributions to the 2021 ESPP Plan, pending issuance at the end of the offering period. As of December 31, 2022, there were 1,836,111 shares remaining available for issuance. 2022 Inducement Equity Plan In February 2022, the Company adopted the 2022 Inducement Equity Plan (the “2022 Plan”), under which 4,000,000 shares of Common Stock were initially reserved for issuance. The 2022 Plan allows for the issuance of NSOs, RSAs, SARs, RSUs, and stock bonus awards, subject to certain eligibility requirements. The Board of Directors determines the period over which grants become exercisable and grants generally vest over a four-year period. As of December 31, 2022, only RSU grants have been made under the 2022 Plan and there were 1,083,552 shares remaining available for grant. Grant activity under the 2022 Plan is described below. Options Activity The following table sets forth the summary of options activity, under the 2018 Plan and the 2021 Plans, for the year ended December 31, 2022: (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, 2021 4,040,360 $ 0.27 Granted 1,064,862 2.54 Vested exercised (2,184,961) 0.26 Forfeitures (363,528) 0.28 Outstanding as of December 31, 2022 2,556,733 $ 1.21 7.9 $ 763 Exercisable as of December 31, 2022 1,371,124 $ 0.71 7.1 $ 571 Vested and expected to vest as of December 31, 2022 2,556,733 $ 1.21 7.9 $ 763 As of December 31, 2022, there was a total of $1.4 million in unrecognized compensation cost related to unvested options, which is expected to be recognized over a weighted-average period of 1.7 years. The total intrinsic value of options exercised during the years ended December 31, 2022 and 2021, was $5.1 million and $18.0 million, respectively. 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, 2022 2021 Expected term (in years) 5.8 N/A Risk-free interest rate 2.35% N/A Expected volatility 61.90% N/A Dividend yield 0.00% N/A Fair value on grant date $1.46 N/A Restricted Stock Unit and Restricted Stock Award Activity The following table sets forth the summary of RSU and RSA activity, under the Initial Plan, the 2018 Plan, the 2021 Plan, and the 2022 Plan, for the year ended December 31, 2022. RSAs were an immaterial portion of activity for the period: Shares Weighted Average Grant Date Fair Value (i.e. share price) Outstanding as of December 31, 2021 2,812,110 $ 10.87 Granted 7,701,516 2.45 Vested (799,890) 9.59 Forfeited (1,932,819) 5.43 Outstanding as of December 31, 2022 7,780,917 $ 3.99 As of December 31, 2022, there was a total of $25.5 million in unrecognized compensation cost related to unvested RSUs, which is expected to be recognized over a weighted-average period of 1.5 years. Outstanding unvested and expected to vest RSUs had an intrinsic value of $6.1 million. Stock-based Compensation The following table sets forth the stock-based compensation under the Initial Plan, the 2018 Plan, the 2021 Plan, and the 2022 Plan by expense type: Year Ended December 31, (in thousands) 2022 2021 Research and development expenses $ 2,134 $ 2,341 Selling, general and administrative expenses 9,446 16,111 Total $ 11,580 $ 18,452 The following table sets forth the stock-based compensation under the Initial Plan, the 2018 Plan, the 2021 Plan, and the 2022 Plan by award type: Year Ended December 31, (in thousands) 2022 2021 Options $ 538 $ 11,271 RSUs & RSAs 10,995 7,091 ESPP 117 20 Performance Awards (70) 70 Total $ 11,580 $ 18,452 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 zero shares if they were settled on December 31, 2022. Non-employee Stock-based Compensation During the year ended December 31, 2022, the Company granted 135,000 shares to a non-employee consultant in exchange for public relations services. The shares were not issued under the equity incentive plans described above. Under the agreement, the shares are contingently forfeitable in the event of early termination. The shares had a grant date fair value of $112 thousand, which will be recorded as stock-based compensation over the six-month term of the agreement. 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 |
Diluted Earnings Per Share
Diluted Earnings Per Share | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Diluted Earnings Per Share | Diluted Earnings Per Share Net (Loss) Income Per Share The following table sets forth the computation of diluted net (loss) income per share: Diluted Net (Loss) Income Per Share Year Ended December 31, (in thousands, except share-based data) 2022 2021 Numerator: Net (loss) income $ (95,444) $ 120,654 Net (loss) income allocated to common stockholders for diluted net (loss) income per share $ (95,444) $ 120,654 Denominator: Denominator for basic net (loss) income per share - weighted average shares outstanding 81,546,648 65,177,873 Dilutive options and unvested stock units outstanding — 5,438,952 Dilutive warrants outstanding — 301,952 Denominator for diluted net (loss) income per share - adjusted weighted average shares outstanding 81,546,648 70,918,777 Net (loss) income per share - basic $ (1.17) $ 1.85 Net (loss) income per share - diluted $ (1.17) $ 1.70 Net (loss) income per share is provided in accordance with ASC 260-10, Earnings Per Share . Basic earnings per share is computed by dividing net (loss) income for the period by the weighted-average number of common shares outstanding during the period. Diluted earnings per share gives effect to all dilutive potential common shares outstanding during the period. It 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, options and unvested stock units, and warrants outstanding pursuant to the treasury stock method. As the Company incurred a net loss for the year ended December 31, 2022, the inclusion of certain options, unvested stock units, warrants, and contingent Sponsor Earnout Shares in the calculation of diluted earnings per share would be anti-dilutive and, accordingly, were excluded from the diluted loss per share calculation. The following table summarizes potential common shares that were excluded as their effect is anti-dilutive: Year Ended December 31, 2022 2021 Options and unvested stock units outstanding 6,355,796 3,029,991 Warrant outstanding 19,957,428 19,897,500 Contingent Sponsor Earnout Shares 1,437,500 — Total 27,750,724 22,927,491 |
Commitment and Contingencies
Commitment and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022, the Company’s future unconditional purchase obligations are as follows: (in thousands) 2023 15,368 2024 600 Thereafter — Total $ 15,968 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 Business Combination, 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 (collectively, the "Stable Road Defendants"), Momentus, Dawn Harms, Fred Kennedy (collectively, the "Momentus Defendants"), and Mikhail Kokorich. 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 Business Combination, 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, the Momentus Defendants filed their motions to dismiss and the Stable Road Defendants filed their motion to dismiss the Amended Complaint. Mr. Kokorich has not been served, nor appeared, in the litigation. On July 13, 2022, the Court issued its ruling on the motions to dismiss, granting the Stable Road Defendants' motion as to Count 1 as against Defendants Quiroga, Norris and Hofmockel, granting the motion, granting the Momentus Defendants' motions as to Count III as against Defendants Harms and Kennedy, and denying the motions on all other counts. The Momentus Defendants and the Stable Road Defendants answered the Amended Complaint on August 2, 2022. A case management conference previously scheduled for August 22, 2022 was vacated and a case management and scheduling order issued without conference on August 25, 2022. A jury trial date has been set for November 14, 2023. Momentus disputes the allegations in the Amended Complaint and intends to vigorously defend the litigation. On February 10, 2023, the lead plaintiff in the Securities Class Actions and the Company reached an agreement in principle to settle the Securities Class Actions. Under the terms of the agreement in principle, the lead plaintiff, on behalf of a class of all persons that purchased or otherwise acquired Company stock between October 7, 2020 and July 13, 2021, inclusive, would release the Company from all claims asserted or that could have been asserted in the Securities Class Actions and dismiss such claims with prejudice, in exchange for payment of $8.5 million by the Company (at least $4.0 million of which is expected to be funded by insurance proceeds). The agreement in principle remains subject to the satisfaction of various conditions, including negotiation and execution of a memorandum of understanding, final stipulation of settlement, notice to the proposed class, and approval by the United States District Court for the Central District of California. If these conditions are satisfied, the proposed settlement will resolve all claims in the Securities Class Actions against the Company (except as to any shareholders that may elect to opt-out of the class). The Company and the other defendants have denied and continue to deny each and all of the claims alleged in the Securities Class Actions, and the proposed settlement contains no admission of liability, wrongdoing or responsibility by any of the defendants. In the event that the Company is unable to execute a final stipulation of settlement and obtain Court approval, the Company will continue to vigorously defend against the claims asserted in the Securities Class Actions. As a result of the agreement in principle to settle the Securities Class Action, the Company recorded a litigation settlement contingency of $8.5 million. The Company additionally recorded an insurance receivable of $4.0 million for the insurance proceeds expected from its insurers related to the settlement. The net amount is included in other expense in the consolidated statement of operations. SEC Settlement and CFIUS Review On January 24, 2021, the Company received a subpoena from the Division of Enforcement of the SEC ("Division of Enforcement") requesting documents regarding the Registration Statement on Form S-4 and Amendment No. 1 thereto (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 , (“ASC 450”) the Company paid a fine of $2 million and recorded a liability of $5 million within other current liabilities, due one year from the settlement date. The Company paid the remaining $5 million liability on July 8, 2022. In February 2021, the Company and Mr. Kokorich, with support from SRAC, submitted a joint notice to the 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 and pursuant to stock 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 “the Co-Founders”) sold 100% of their respective equity interests in the Company on June 30, 2021. In exchange for their equity interests, the Company initially paid each entity $1, but will additionally pay up to an aggregate of $50,000,000, out of funds legally available therefor, to the Co-Founders, on a pro rata basis, as follows: (i) an aggregate of $40,000,000 to be paid out of funds legally available therefor, within 10 business days after the earlier of (A) a business combination or capital raising transaction or series of transactions (whether in the form of debt or equity) resulting in cash proceeds of no less than $100,000,000 and (B) the Business Combination (the “First Payment Date”); and (ii) an aggregate of $10,000,000 to be paid out of funds legally available therefor, within 10 business days after a business combination or capital raising transaction or series of transactions (whether in the form of debt or equity) resulting in cash proceeds of no less than $250,000,000 (determined without any reduction for the $100,000,000 previously received in respect of the First Payment Date). As a result of the Business Combination, which generated $247.3 million of gross proceeds (as described in Note 3), the Company paid the Co-Founders $40.0 million in addition to the initial consideration paid of $3. The Company recorded the consideration paid as a reduction of common stock and additional paid in capital. 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. Following the third-party audit of the investors’ NSA compliance, all of the escrowed divestment proceeds were released to the Co-Founders as of March 1, 2022 in accordance with the NSA. If the Company were to undertake a business combination or capital raising transaction or series of transactions (whether in the form of debt or equity) resulting in cash proceeds of approximately $2.7 million or more, the Company would need to pay an aggregate of $10.0 million to the Co-Founders in accordance with the terms of the stock repurchase agreements (see Note 11). As a subsequent event, on February 27, 2023 the Company raised aggregate gross proceeds of $10.0 million through the sale of securities, which triggered the liability under the stock repurchase agreements. Refer to Note 16. The Company evaluated and periodically re-evaluates this potential consideration as a liability under ASC 480 utilizing a probability-weighted approach. Certain factors which would enable successful fundraising were considered, including progress toward compliance with the NSA, research and development progress, and agreements with launch providers, as well as the Company’s fundraising efforts under the at-the-market offering program describe above, resulting in an estimated liability of $10.0 million expected to be paid to the Co-Founders with a corresponding offset to additional paid in capital within the consolidated statements of stockholders’ equity (deficit), as of December 31, 2022. The NSA establishes various requirements and restrictions on the Company to protect national security, certain of which may materially and adversely affect the Company’s operating results due to the cost of compliance, limitations on the Company’s control over certain U.S. facilities, contracts, personnel, vendor selection and operations, and any potential penalties for noncompliance with such requirements and restrictions. The NSA provides for quarterly compliance auditing by an independent auditor. The NSA further provides for liquidated damages up to $1,000,000 per breach of the NSA. If the CFIUS Monitoring Agencies, the U.S. Departments of Defense and Treasury, find noncompliance, the CFIUS Monitoring Agencies could impose penalties, including liquidated damages. The Company incurred legal expenses related to these matters of approximately $1.7 million during the year ended December 31, 2022, and $7.5 million during the year ended December 31, 2021, and expects to continue to incur legal expenses in the future. Shareholder Section 220 Litigation On June 16, 2022, Plaintiff and Momentus shareholder James Burk filed a verified complaint against Momentus in the Delaware Court of Chancery, Case. No. 2022-0519, to inspect the books and records of Momentus pursuant to Section 220 of the Delaware General Corporation Law. Plaintiff seeks production of books and records relating to the management of Momentus and its disclosures to potential investors in connection with the Business Combination. The matter is currently stayed pending the Company's production of certain documents to satisfy Plaintiff's requests for inspection. Plaintiff has demanded an order compelling the Company to comply with Plaintiff's production demands and granting Plaintiff an award of attorney's fees in connection with its prosecution of the matter. The Company from time to time responds to books and records requests properly submitted pursuant to applicable Delaware law. Momentus disputes the allegations in the complaint and intends to vigorously defend the litigation. Shareholder Derivative Litigation On June 20, 2022, a shareholder derivative action was filed by Brian Lindsey, on behalf of Momentus, in the U.S. District Court for the Central District of California, Case No. 2:22-cv-04212, against Momentus (as a nominal defendant), SRAC, Brian Kabot, Juan Manuel Quiroga, James Norris, James Hofmockel, Mikhail Kokorich, Dawn Harms, Fred Kennedy, Chris Hadfield, Mitchel B. Kugler, Victorino Mercado, Kimberly A. Reed, Linda J. Reiners, and John C. Rood. This derivative action alleges the same core allegations as stated in the securities class action litigation. Defendants dispute the allegations as stated in this derivative action. On September 27, 2022, Plaintiff filed his Notice of Voluntary Dismissal without Prejudice seeking to dismiss the case. Because Plaintiff’s dismissal of this derivative action was voluntary and without prejudice, this plaintiff and/or other shareholders may seek to re-file the claims asserted in this matter at a later date. Momentus intends to vigorously defend any such litigation. On January 25, 2023, a shareholder derivative action was filed by Melissa Hanna, on behalf of Momentus, Inc., in the US District Court for the Northern District of California, Case No. 5:23-cv-00374, against Momentus (as a nominal defendant), SRAC, Brian Kabot, Juan Manuel Quiroga, James Norris, James Hofmockel, Mikhail Kokorich, Dawn Harms, Fred Kennedy, Chris Hadfield, Mitchel B. Kugler, Victorino Mercado, Kimberly A. Reed, Linda J. Reiners, and John C. Rood (the “Derivative Action II”). The Derivative Action alleges the same core allegations as stated in the Securities Class Actions, and also claims that Momentus ignored and/or refused a prior demand made by Ms. Hanna on Momentus’s Board of Directors. Momentus disputes the allegations in the complaint and intends to vigorously defend the litigation. SAFE Note Litigation On July 20, 2022, The Larian Living Trust ("TLLT") filed an action against Momentus in New Castle County Superior Court, Delaware, in the Complex Commercial Litigation Division, Case No. N22C-07-133 EMD CCLD. TLLT pleads claims for fraudulent inducement and breach of contract arising from two investment contracts pursuant to which TLLT alleges it invested $4 million in Momentus. TLLT alleges that a "liquidity event" occurred when Momentus closed the Business Combination, such that it was entitled to the greater of its $4 million investment or its “Conversion Amount” of Momentus shares, which was a total of 724,995 shares of Momentus stock. TLLT further alleges that Momentus refused to provide it the conversion amount of shares until April 2022, at which point the value of its shares had dropped significantly from their peak value in August of 2021, in excess of $7.6 million. TLLT seeks damages in excess of $7.6 million, in addition to interests and its attorney's fees and costs. On September 22, 2022, Momentus filed its motion to dismiss the complaint in this matter. On November 16, 2022, TLLT filed an amended complaint in lieu of responding to the motion to dismiss. Momentus filed its motion to dismiss the amended complaint on December 2, 2022. On January 24, 2023, TLLT filed its response to the motion to dismiss. On February 17, 2023, Momentus filed its reply in support of the motion to dismiss. Hearing on the motion to dismiss will take place on March 16, 2023. Momentus disputes the allegations in the complaint and intends to vigorously defend the litigation. Kokorich Litigation On June 8, 2021, former co-founders and shareholders of the Company, Mikhail Kokorich and Lev Khasis signed the NSA alongside stock repurchase agreements, whereby they agreed to divest their interests in the Company in exchange for a cash payments and other considerations. As part of the NSA and stock repurchase agreements, Messrs. Kokorich and Khasis agreed to a broad waiver and release of all claims (broadly defined) against the Company. The Company has maintained that this release is effective as to various advancement and indemnification claims either individual may have against the Company. Both Messrs. Kokorich and Khasis have, through counsel, disagreed with the Company’s position. For example, Mr. Kokorich is named as a defendant in the securities class action pending against the Company and other defendants, although he has not been served nor appeared in those matters. In addition, Mr. Kokorich is the sole defendant in a civil litigation action filed against him by the Securities and Exchange Commission, which remains pending in the US District Court for the District of Columbia, Case No. 1:21-cv-01869. Mr. Kokorich has demanded indemnification and advancement from Momentus for his fees and costs incurred in these actions, which claims are disputed by the Company. The Company continues to maintain that Mr. Kokorich’s release in the NSA and stock repurchase agreements is effective as to his claims for advancement and indemnification in these litigation matters. On August 16, 2022, Mr. Kokorich filed a verified complaint against Momentus in the Delaware Court of Chancery (Case. No. 2022-0722) seeking indemnification and advancement from Momentus. On October 14, 2022, Momentus filed its motion to dismiss this action. On November 14, 2022 Kokorich filed an amended complaint, after which Momentus’ motion to dismiss survived only as to its Rule 12(b)(1) argument. On the same day, Kokorich filed his opposition to Momentus’ motion to dismiss under Rule 12(b)(1). On December 2, 2022, Momentus filed its reply in support of this motion to dismiss complaint. Also on December 2, 2022, Momentus filed its motion to dismiss the amended complaint. On January 5, 2023, Kokorich filed his response to the motion to dismiss. On January 26, 2023, Momentus filed its reply in support of the motion to dismiss. A hearing on the motion to dismiss was held on February 2, 2023, and the Court of Chancery has taken the matter under advisement, with an order on Momentus’s motion to dismiss expected in the coming weeks. Momentus disputes the allegations in the complaint and intends to vigorously defend the litigation. Delaware Class Action On November 10, 2022, purported stockholders filed a putative class action complaint against Brian Kabot, James Hofmockel, Ann Kono, Marc Lehmann, James Norris, Juan Manuel Quiroga, SRC-NI Holdings, LLC, Edward K. Freedman, Mikhail Kokorich, Dawn Harms, Fred Kennedy, and John C. Rood in the Court of Chancery of the State of Delaware, in a case captioned Shirley, et al. v. Kabot et al., 2022-1023-PAF. The 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 on or before August 9, 2021. The putative class action does not name Momentus as a defendant. Regardless, the SPAC directors and officers, together with current and former directors and officers of Momentus, have demanded indemnification and advancement from Momentus, under the terms of the merger agreement and the exhibits thereto, the Delaware corporate code, the Company’s bylaws, and their individual indemnification agreements. Momentus may be liable for the fees and costs incurred by the SPAC defendants, and has an obligation to advance such fees during the pendency of the litigation. On December 5, 2022, a motion of interested party James Burk to stay proceedings was filed by the plaintiff in the Shareholder Section 220 Litigation (discussed above). On January 25, 2023, the putative stockholders filed their opposition to the motion of interested party James Burk to stay proceedings. On February 3, 2023, interested party James Burk filed his reply in support of the motion to stay proceedings. On February 9, 2023, the court denied the motion of interested party James Burk to stay proceedings. Momentus disputes the allegations in the complaint and intends to vigorously defend against any such litigation. Other Litigation and Related Matters These and other 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. 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, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company accounts for income taxes in accordance with authoritative guidance, which requires the use of the asset and liability method. Under this method, deferred income tax assets and liabilities are determined based upon the difference between the consolidated financial statement carrying amounts and the tax basis of assets and liabilities and are measured using the enacted tax rate expected to apply to taxable income in the years in which the differences are expected to be reversed. The following table presents the components of pre-tax income (loss) for the years ended: (in thousands) 2022 2021 US $ (95,444) $ 120,656 Total $ (95,444) $ 120,656 The following are the components of the provision for income taxes for the years ended: 2022 2021 Current State $ — $ 2 Total Provision $ — $ 2 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) 2022 2021 Tax provision (benefit) at U.S. statutory rate (20,042) 21.0 % 25,338 21.0 % State income taxes, net of federal benefit 11,113 (11.6) % (8,446) (7.0) % Non-deductible expenses (60) 0.1 % 3,426 2.8 % Change in value of equity instruments (1,089) 1.1 % (51,790) (42.9) % Deferred adjustments (143) 0.2 % 171 0.1 % Research and development credits (1,085) 1.1 % (1,333) (1.1) % Uncertain tax positions 276 (0.3) % 336 0.3 % Change in valuation allowance 11,030 (11.6) % 32,300 26.8 % — — % 2 — % Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The following table presents the significant components of the Company’s deferred tax assets and liabilities as of December 31, 2022 and 2021: (in thousands) December 31, December 31, Deferred tax assets: Capitalized research and development credits 17,922 16,473 Start-up and Organization Costs 16,965 15,311 Net operating loss carryforwards 16,562 10,350 Research and development credits 4,595 3,758 Stock-based compensation 3,072 1,457 Operating lease obligations 1,534 2,381 Accrued expenses and reserves $ 1,710 $ 1,070 Property and equipment 173 586 Intangibles 22 26 Other 1 — Warrants — 893 Total deferred tax assets before valuation allowance 62,556 52,305 Valuation allowance (61,200) (50,168) Total deferred tax assets $ 1,356 $ 2,137 Deferred Tax Liabilities: Operating lease right-of-use assets $ (1,356) $ (2,137) Total deferred tax liabilities $ (1,356) $ (2,137) Net deferred tax assets $ — $ — In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. As a result of a history of taxable losses and uncertainties as to future profitability, the Company recorded a full valuation allowance against its deferred tax assets. The valuation allowance for the year ended December 31, 2022 was $61.2 million. As of December 31, 2022, the Company had federal and state net operating loss (“NOL”) carryforwards of $78.7 million and $6.5 million, respectively. As of December 31, 2021, the Company had federal and state NOL carryforwards of $38.9 million and $30.9 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, 2022, the Company had federal and California research and development credit carryforwards of $3.4 million and $3.4 million, respectively. 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. The federal research and development credit will begin to expire in the year ending December 31, 2038, and the California research and development credit has no expiration. 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, 2021 $ 1,253 Increases related to prior tax positions (163) Increases related to current tax positions 442 Balance as of December 31, 2022 $ 1,532 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, 2022. 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 2021 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. An IRC Section 382 refresh study for year-ended December 31, 2022 is not performed. The Company does not anticipate any material change in its unrecognized tax benefits in the next twelve months. For the first five months of the year, the company was in start-up phase and had no revenue recognized as of May 31, 2022. Under section 195(b), all the expenses other than R&D, taxes and interest income/expense must be capitalized and amortized from the date the Company starts active trade or business. As of May 31, 2022, section 195(b) costs accumulated an ending gross DTA of $84.3 million. The Company began active trade or business as of June 01, 2022 and amortized section 195(b) costs for the remaining of the year. The Company has section 195(b) gross deferred tax asset of $80.6 million as of December 31, 2022. 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, 2022, total deferred tax asset and deferred tax liability outstanding leases is $1.5 million and $(1.4) 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 3. The transaction is treated as tax-free merger under IRC Section 368. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Securities Class Action Settlement On February 10, 2023, the Company and the lead plaintiff reached an agreement in principle to settle the Securities Class Action. Under the terms of the agreement in principle, the lead plaintiff, on behalf of a class of all persons that purchased or otherwise acquired Company stock between October 7, 2020 and July 13, 2021, inclusive, would release the Company from all claims asserted or that could have been asserted in the Securities Class Actions and dismiss such claims with prejudice, in exchange for payment of $8.5 million by the Company (at least $4.0 million of which is expected to be funded by insurance proceeds). Registered Direct Securities Sale On February 23, 2023 the Company entered into an agreement to sell 9,396,000 shares of Common Stock, 2,170,043 prefunded warrants and 11,566,043 warrants with strike price of $1.15, in exchange for aggregate gross proceeds of $10.0 million. The offering closed on February 27, 2023. As a result of the proceeds from the sale, the Company triggered its liability of $10.0 million under the stock repurchase agreements with the Co-Founders. See Note 14. Delaware Court of Chancery Petition On February 17, 2023 the Company filed a petition in the Delaware Court of Chancery, seeking an order validating and declaring effective the Second Amended and Restated Certificate of Incorporation of the Company, which, among other things, increased the total number of authorized shares of Class A common stock from 100,000,000 to 250,000,000. The petition hearing is scheduled for March 14, 2023. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Business Combination | Business Combination On August 12, 2021, the Company consummated a merger pursuant to certain Agreement and Plan of Merger, dated October 7, 2020, and as amended on March 5, 2021, April 6, 2021, and June 29, 2021 (the “Merger Agreement”), by and among Stable Road Acquisition Corp (“SRAC”), Project Marvel First Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of SRAC (the “First Merger Sub”), and Project Marvel Second Merger Sub, LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of SRAC (the “Second Merger Sub”), pursuant to which the 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 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 Business Combination was accounted for as a reverse recapitalization in accordance with 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 Merger had the greatest voting interest in the combined entity, Momentus Inc. comprises all of the ongoing operations, and Momentus Inc.'s senior management directs operations of the combined entity. Accordingly, for accounting purposes, the 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 historical cost, with no goodwill or other intangible assets recorded. One-time direct and incremental transaction costs incurred by the Company were recorded based on the activities to which the costs relate and the structure of the transaction; cost allocated to the issuance of equity were recorded as a reduction of the amount of equity raised, presented in additional paid in capital, while all costs allocated to the liability classified warrants were charged to expense. In connection with the Business Combination, outstanding units of Legacy 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 date of the Closing (the “Closing Date”) are those of Momentus. The shares and corresponding capital amounts and net (loss) income per share available to common stockholders, prior to the Business Combination, have been retroactively restated as shares reflecting the exchange ratio established in the Merger Agreement. |
Reclassifications | During the third quarter of 2022, the Company reclassified certain cloud computing implementation costs from intangible assets to prepaid and other current assets, and other non-current assets to properly present the capitalized costs with their related subscription fees. In accordance with ASC 350, Intangibles , the Company presents capitalized implementation costs for cloud computing arrangements within the same line item that the prepayment of these fees would be presented. The reclassification was determined to be immaterial and will be accounted for prospectively. 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 other reclassifications have been made to the prior year’s consolidated financial statements to conform to the current year’s presentation. None of the reclassifications have changed the total assets, liabilities, stockholders’ equity (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 consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts in the consolidated 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 compensation, Simple Agreement for Future Equity (“SAFE”) notes, warrant liabilities and repurchase 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 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 after the consummation of the Business Combination 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. 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. $0.3 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, and 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 one year from December 31, 2022. |
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 our payload weight on each launch. As of December 31, 2022, and December 31, 2021, the Company had $7.4 million and $3.0 million, respectively, of deferred fulfillment and prepaid launch costs recorded within prepaids and other current assets and other non-current assets 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 charge of $8.7 million of prepaid launch costs during the year ended December 31, 2021. There was an unrelated impairment of $0.8 million in the year ended December 31, 2021. 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 reserved space on a launch that occurred in May 2022. 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. See Note 4. On May 4, 2022, the Company received a favorable determination from the Federal Aviation Administration (the “FAA”) of its application for payload review, which was the final regulatory milestone needed to support the Company’s inaugural flight of the Vigoride orbital service vehicle (Vigoride 3) in May 2022. The FAA favorable determination followed a license from the Federal Communications Commission (the “FCC”) received on April 28, 2022, and updates to existing licenses from the National Oceanic and Atmospheric Administration (the “NOAA”). On May 25, 2022, the Company launched Vigoride 3 to low-earth orbit aboard the SpaceX Transporter-5 mission. In addition to Vigoride 3, Momentus used a second port on the same SpaceX mission to fly a third-party deployer from a partner company. On May 25, 2022, Momentus used the third-party deployer to place its first customer satellite in orbit. On May 26, 2022, upon establishing two-way contact between Vigoride 3 in low-earth orbit and a ground station on Earth, Momentus discovered that Vigoride 3 had experienced certain anomalies after its launch, primarily relating to its deployable solar arrays, which provide power to the spacecraft and its subsystems. The Company quickly worked to address the anomalies, identify root causes and pursue solutions to be implemented in advance of future missions. The Company determined that Vigoride 3’s deployable solar arrays, which are produced by a third party, and are folded and stowed during launch, did not operate as intended once in orbit. This resulted in low power and communications issues with the spacecraft. Meanwhile, the spacecraft's fixed, body-mounted solar panels appeared to have worked as intended and were able to provide some power to the spacecraft. The Company and the producer of the solar arrays identified a mechanical issue as the root cause of the deployable arrays not operating as intended. The Company also identified the root cause of the anomalies that it experienced with other spacecraft systems during the low-power state. On May 28, 2022, Momentus was able to deploy two customer satellites from Vigoride 3 (of nine total customer satellites onboard Vigoride 3). The Company then continued efforts to deploy other customer satellites. While Momentus initially established two-way communications with Vigoride 3, it was unable to continue such two-way communication given the spacecraft's low-power state. Momentus has been using an unplanned frequency to work through the anomalies and applied for a 30-day Special Temporary Authority (“STA”) from the FCC to properly comply with the FCC’s radio frequency transmission requirements. On June 9, 2022, the Company received approval of a 30-day STA from the FCC as requested, which the FCC extended for an additional 30 days on July 13, 2022. Momentus continued to apply for 30-day extensions for its STA prior to expiration, which the FCC has granted in each case, through October 20, 2022. While Momentus was unable to re-establish two-way communication with Vigoride 3, it continued to broadcast commands to the spacecraft from ground stations on Earth, including commands to deploy customer satellites. Additionally, Vigoride 3 was equipped with a mechanism designed to autonomously deploy customer satellites in the event of a sustained loss of communications with ground stations. During the third quarter of 2022, the Vigoride spacecraft deployed five additional customer satellites including two on July 17, 2022, two on July 29, 2022, and one at the end of August 2022. In total, Momentus deployed a total of eight customer satellites in low-earth orbit during its inaugural mission, comprising seven satellites from Vigoride 3 and one satellite from the third-party deployer system. The Company was unable and remains unable to confirm the deployment of the last two customer satellites that Vigoride 3 was carrying. The Company incorporated improvements identified during its inaugural mission in advance of its first follow-on mission and other planned follow-on missions. On January 3, 2023, the Company launched Vigoride 5 to low-earth orbit aboard the SpaceX Transporter-6 mission. The mission is ongoing and Vigoride 5 is in good health as it undergoes a deliberate commissioning process in preparation for on-orbit operations. On Vigoride’s first orbital pass, Momentus confirmed that both solar arrays were deployed, and the vehicle was generating power and charging its batteries. As of the date of this Annual Report on Form 10-K, the vehicle’s power and temperatures continue to be within the nominal expected ranges. While Vigoride 5 is carrying two customer payloads, the primary mission objective is to test the spacecraft on orbit, learn from any issues that are encountered and implement lessons learned on future Vigoride vehicles and missions. The Company anticipates flying two additional missions with Vigoride during 2023. All future missions remain subject to the receipt of licenses and government approvals, and successful completion of our efforts to prepare our spacecraft for flight. The Company can offer no assurances that the vehicles that it plans to operate in future missions will be ready on time, or that they will operate as intended. Refer to “ Risk Factors — We may not receive all required governmental licenses and approvals,” and “ Risk Factors — We are dependent on the successful development of our satellite vehicles and related technology,” under Part I, Item 1A: " Risk Factors ," in this Annual Report on Form 10-K. In connection with the launch of Vigoride 3 and the third-party deployer in May 2022, the Company amortized $1.2 million of prepaid launch costs. These costs were allocated proportionally based on payload weight; $12 thousand allocated to completed customer payload performance obligations was amortized to cost of revenue, $14 thousand allocated to customer payload subject to unresolved variable consideration was deferred within current deferred fulfillment costs as of the end of the second quarter 2022, $0.6 million allocated to the Vigoride vehicle was amortized to research and development costs, and $0.6 million allocated to the third-party deployer, intended as a demonstration of the Company’s business model, was amortized to selling, general and administrative costs. As a result of the launch, the Company realized $1.8 million of benefit from the recovery of previously impaired prepaid launch costs. The Company did not allocate any Vigoride vehicle development expense to cost of revenue as the vehicle has not yet met the criteria for capitalization. Refer to Research and Development Costs below. |
Property, Machinery and Equipment, net | Property, machinery 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 year to seven years) 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 (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, 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 are directly related to fundraising activities. During the year ended December 31, 2021, deferred offering costs were attributable to the Business Combination and upon completion of the Business Combination, all deferred offering costs were netted with the proceeds, 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. |
Loss Contingencies | We estimate loss contingencies in accordance with ASC 450-20, Loss Contingencies |
Revenue Recognition | The Company estimates variable consideration at the most likely amount, which is included in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur. 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, or concessions on future services 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 to maintain goodwill in those customer relationships. As part of its contracts with customers, the Company collects up-front non-refundable deposits prior to launch. As of December 31, 2022, and December 31, 2021, the Company had customer deposit balances of $2.7 million and $1.6 million, respectively, 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, 2022 and December 31, 2021 are $1.0 million and $1.6 million, respectively, of non-current deposits. In connection with the May 25, 2022 flight of the Vigoride spacecraft and the third-party deployer from a partner company, the Company completed one of the intended performance obligations, resulting in $50 thousand of recognized revenue, which was previously recorded in contract liabilities. The remaining customer payloads were negatively impacted by the Vigoride anomalies and as a result did not receive the anticipated level of service. As a result, the Company offered concessions to those customers, the value of which was unresolved at the end of the second quarter of 2022. Due to this uncertainty, the Company recorded the related customer deposits of $133 thousand as deferred revenues within current contract liabilities at that time. During the third quarter of 2022, the Company recognized $129 thousand of revenue. $28 thousand was due to forfeited customer deposits from cancelled customer contracts. The Company also resolved the uncertainties that had caused it to defer revenue from its inaugural launch. As a result, the Company recognized revenue of $101 thousand, and continued to defer $33 thousand now allocated to future services as a result of the variable consideration. During the three months ended December 31, 2022, the Company recognized $120 thousand of revenue, due to forfeited customer deposits primarily related to expired options. For the year ended December 31, 2021, the Company recognized revenue related to customer cancelled contracts of $330 thousand, which were previously recorded as contract liabilities. The Company also recorded $(135) thousand 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 above, the Company signed amendments with those customers considered in the contingency, such that the services will no longer be free of charge. |
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 for the years ended December 31, 2022 and 2021. 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 warrants, which is 5 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 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 12. The Company’s stock repurchase agreements with the Co-Founders are recorded as contingent liabilities pursuant to ASC 480, measured at fair value. The stock repurchase agreements 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, 2022 and 2021. The change in fair values of liabilities subject to recurring remeasurement were as follows: (in thousands) Level Fair value as of December 31, 2021 Change in Fair Value Fair value as of December 31, 2022 Warrant Liability 3 $ 5,749 $ (5,185) $ 564 Share Repurchase Liability 3 — 10,000 10,000 Liability-Classified Performance Awards 3 70 (70) — Total $ 5,819 $ 4,745 $ 10,564 Key assumptions for the Black-Scholes model used to determine the fair value of warrants outstanding as of December 31, 2022 were as follows: Warrant term (years) 3.61 Volatility 76.00 % Risk-free rate 4.11 % Dividend yield 0.00 % |
Warrant Liability | The Company’s private warrants and stock purchase warrants 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. See Note 11. 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 components of other income within the consolidated statements of operations. The Company will continue to adjust the warrant liabilities for changes in fair value until the earlier of (i) the exercise or expiration of the warrants or (ii) the redemption of the warrants, at which time the warrants will be reclassified to additional paid-in capital within the consolidated statements of stockholders’ equity (deficit). 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. Public and Private Warrants Prior to the Business Combination, SRAC issued 11,272,500 private placement warrants (“Private Warrants”) and 8,625,000 public warrants (“Public Warrants” and collectively, “Warrants”). Each whole warrant entitles the holder to purchase one share of the Company’s common stock at a price of $11.50 per share, subject to adjustments and will expire five years after the Business Combination or earlier upon redemption or liquidation. The Private Warrants do not meet the derivative scope exception and are accounted for as derivative liabilities. Specifically, the Private Warrants contain provisions that cause the settlement amounts to be dependent upon the characteristics of the holder of the warrant which is not an input into the pricing of a fixed-for-fixed option on equity shares. Therefore, the Private Warrants are not considered indexed to the Company’s stock and should be classified as a liability. Since the Private Warrants meet the definition of a derivative, the Company recorded the Private Warrants as liabilities on the consolidated balance sheet at fair value upon the Closing, with subsequent changes in the fair value recognized in the consolidated statements of operations at each reporting date. The fair value of the Private Warrants was measured using the Black-Scholes option-pricing model at each measurement date. In addition, the Public Warrants are accounted for as equity classified by the Company. On consummation of the Business Combination, the Company recorded equity related to the Public Warrants of $20.2 million, with an offsetting entry to additional paid-in capital. Similarly, on the consummation of the Business Combination, the Company recorded a liability related to the Private Warrants of $31.2 million, with an offsetting entry to additional paid-in capital. The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 815, Derivatives and Hedging (“ASC 815”) at the initial recognition. Other than the Public and Private Warrants noted above, the company also had other warrants issued and outstanding which were recognized as derivative liabilities in accordance with ASC 815 until they were fully exercised. Accordingly, the Company recognized the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period until exercised. The fair value of the warrant liabilities issued were initially measured using the Black- Scholes model and were subsequently remeasured at each reporting period with changes recorded as a component of other income in the Company’s consolidated statements of operations. Derivative warrant liabilities are classified as non-current as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. See Note 11. |
SAFE Notes | The Company issued 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. |
Basic and Diluted (Loss) Income Per Share | Net (loss) income per share is provided in accordance with FASB ASC 260-10, Earnings per Share |
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, 2022 and 2021, there were immaterial impairments of long-lived assets. |
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 is 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. |
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, 2022 and 2021. |
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 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 |
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 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 | Although there are several new accounting pronouncements issued or proposed by the FASB, which have been adopted or will be adopted as applicable, management does not believe any of these accounting pronouncements has had or will have a material impact on the Company’s financial position or results of operations. In 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 adopted this standard on January 1, 2022. There was no impact to the Company's consolidated financial statements on the date of adoption. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740), which simplified 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. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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 year to seven years) Machinery and equipment Seven years Property, machinery and equipment, net consisted of the following: (in thousands) December 31, December 31, Computer equipment $ 10 $ 178 Furniture and fixtures — 206 Leasehold improvements 2,281 2,693 Machinery and equipment 3,411 3,332 Construction in-progress 106 247 Property, machinery and equipment, gross 5,808 6,656 Less: accumulated depreciation (1,792) (1,827) Property, machinery and equipment, net $ 4,016 $ 4,829 |
Schedule of Changes in Fair Value of Liabilities | The change in fair values of liabilities subject to recurring remeasurement were as follows: (in thousands) Level Fair value as of December 31, 2021 Change in Fair Value Fair value as of December 31, 2022 Warrant Liability 3 $ 5,749 $ (5,185) $ 564 Share Repurchase Liability 3 — 10,000 10,000 Liability-Classified Performance Awards 3 70 (70) — Total $ 5,819 $ 4,745 $ 10,564 |
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, 2022 were as follows: Warrant term (years) 3.61 Volatility 76.00 % Risk-free rate 4.11 % 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, 2022 2021 Expected term (in years) 5.8 N/A Risk-free interest rate 2.35% N/A Expected volatility 61.90% N/A Dividend yield 0.00% N/A Fair value on grant date $1.46 N/A |
Prepaids and Other Current As_2
Prepaids and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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 launch costs, current $ 3,000 $ — Prepaid research and development 2,841 4,869 Prepaid insurance and other assets 4,332 4,562 Total $ 10,173 $ 9,431 |
Property, Machinery and Equip_2
Property, Machinery and Equipment, net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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 year to seven years) Machinery and equipment Seven years Property, machinery and equipment, net consisted of the following: (in thousands) December 31, December 31, Computer equipment $ 10 $ 178 Furniture and fixtures — 206 Leasehold improvements 2,281 2,693 Machinery and equipment 3,411 3,332 Construction in-progress 106 247 Property, machinery and equipment, gross 5,808 6,656 Less: accumulated depreciation (1,792) (1,827) Property, machinery and equipment, net $ 4,016 $ 4,829 |
Intangible Assets, net (Tables)
Intangible Assets, net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets, Net | Intangible assets, net consisted of the following as of December 31, 2022: (in thousands) Gross Value Accumulated Amortization Net Value Weighted average remaining amortization period (in years) Patents/Intellectual Property $ 461 $ (124) $ 337 7.0 Total $ 461 $ (124) $ 337 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) Patents/Intellectual Property $ 404 $ (91) $ 313 7.5 Capitalized software implementation costs 43 (7) 36 2.6 Total $ 447 $ (98) $ 349 |
Schedule of Future Estimated Amortization Expense | As of December 31, 2022, the future estimated amortization expense related to intangible assets is as follows: (in thousands) 2023 $ 50 2024 50 2025 50 2026 50 2027 50 Thereafter 87 Total 337 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Components of Operating Lease Expense | The components of operating lease expense were as follows: (in thousands) Year Ended December 31, 2022 2021 Operating lease cost $ 1,609 $ 1,742 Variable lease expense 611 590 Short-term lease expense 38 19 Total lease expense $ 2,258 $ 2,351 |
Maturities of Operating Lease Liabilities | As of December 31, 2022, the maturities of the Company’s operating lease liabilities were as follows: (in thousands) 2023 $ 1,533 2024 1,580 2025 1,627 2026 1,674 2027 1,729 Thereafter 297 Total lease payments 8,440 Less: Imputed interest (1,156) Present value of lease liabilities $ 7,284 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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 $ 3,128 $ 4,121 Compensation expense 3,584 3,862 Research and development projects 981 1,240 Other current expense 333 399 Payroll tax expense — 163 Total $ 8,026 $ 9,785 |
Stockholders_ Equity (Deficit)
Stockholders’ Equity (Deficit) (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Schedule of Common Stock Outstanding | The following summarizes the Company’s Common Stock outstanding immediately after the Business Combination: Shares % Momentus Space, LLC unit holders 50,419,505 63 % Public stockholders 13,695,257 17 % SRAC and its affiliates 4,657,500 6 % PIPE Investors 11,000,000 14 % Total 79,772,262 100 % |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Options Activity | The following table sets forth the summary of options activity, under the 2018 Plan and the 2021 Plans, for the year ended December 31, 2022: (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, 2021 4,040,360 $ 0.27 Granted 1,064,862 2.54 Vested exercised (2,184,961) 0.26 Forfeitures (363,528) 0.28 Outstanding as of December 31, 2022 2,556,733 $ 1.21 7.9 $ 763 Exercisable as of December 31, 2022 1,371,124 $ 0.71 7.1 $ 571 Vested and expected to vest as of December 31, 2022 2,556,733 $ 1.21 7.9 $ 763 |
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, 2022 were as follows: Warrant term (years) 3.61 Volatility 76.00 % Risk-free rate 4.11 % 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, 2022 2021 Expected term (in years) 5.8 N/A Risk-free interest rate 2.35% N/A Expected volatility 61.90% N/A Dividend yield 0.00% N/A Fair value on grant date $1.46 N/A |
Schedule of Restricted Stock Unit and Restricted Stock Award Activity | The following table sets forth the summary of RSU and RSA activity, under the Initial Plan, the 2018 Plan, the 2021 Plan, and the 2022 Plan, for the year ended December 31, 2022. RSAs were an immaterial portion of activity for the period: Shares Weighted Average Grant Date Fair Value (i.e. share price) Outstanding as of December 31, 2021 2,812,110 $ 10.87 Granted 7,701,516 2.45 Vested (799,890) 9.59 Forfeited (1,932,819) 5.43 Outstanding as of December 31, 2022 7,780,917 $ 3.99 |
Schedule of Stock-Based Compensation Expense | The following table sets forth the stock-based compensation under the Initial Plan, the 2018 Plan, the 2021 Plan, and the 2022 Plan by expense type: Year Ended December 31, (in thousands) 2022 2021 Research and development expenses $ 2,134 $ 2,341 Selling, general and administrative expenses 9,446 16,111 Total $ 11,580 $ 18,452 The following table sets forth the stock-based compensation under the Initial Plan, the 2018 Plan, the 2021 Plan, and the 2022 Plan by award type: Year Ended December 31, (in thousands) 2022 2021 Options $ 538 $ 11,271 RSUs & RSAs 10,995 7,091 ESPP 117 20 Performance Awards (70) 70 Total $ 11,580 $ 18,452 |
Diluted Earnings Per Share (Tab
Diluted Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Income (Loss) per Share | The following table sets forth the computation of diluted net (loss) income per share: Diluted Net (Loss) Income Per Share Year Ended December 31, (in thousands, except share-based data) 2022 2021 Numerator: Net (loss) income $ (95,444) $ 120,654 Net (loss) income allocated to common stockholders for diluted net (loss) income per share $ (95,444) $ 120,654 Denominator: Denominator for basic net (loss) income per share - weighted average shares outstanding 81,546,648 65,177,873 Dilutive options and unvested stock units outstanding — 5,438,952 Dilutive warrants outstanding — 301,952 Denominator for diluted net (loss) income per share - adjusted weighted average shares outstanding 81,546,648 70,918,777 Net (loss) income per share - basic $ (1.17) $ 1.85 Net (loss) income per share - diluted $ (1.17) $ 1.70 |
Schedule of Antidilutive Shares | The following table summarizes potential common shares that were excluded as their effect is anti-dilutive: Year Ended December 31, 2022 2021 Options and unvested stock units outstanding 6,355,796 3,029,991 Warrant outstanding 19,957,428 19,897,500 Contingent Sponsor Earnout Shares 1,437,500 — Total 27,750,724 22,927,491 |
Commitment and Contingencies (T
Commitment and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Unconditional Purchase Obligations | As of December 31, 2022, the Company’s future unconditional purchase obligations are as follows: (in thousands) 2023 15,368 2024 600 Thereafter — Total $ 15,968 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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) 2022 2021 US $ (95,444) $ 120,656 Total $ (95,444) $ 120,656 |
Components of Provision for Income Taxes | The following are the components of the provision for income taxes for the years ended: 2022 2021 Current State $ — $ 2 Total Provision $ — $ 2 |
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) 2022 2021 Tax provision (benefit) at U.S. statutory rate (20,042) 21.0 % 25,338 21.0 % State income taxes, net of federal benefit 11,113 (11.6) % (8,446) (7.0) % Non-deductible expenses (60) 0.1 % 3,426 2.8 % Change in value of equity instruments (1,089) 1.1 % (51,790) (42.9) % Deferred adjustments (143) 0.2 % 171 0.1 % Research and development credits (1,085) 1.1 % (1,333) (1.1) % Uncertain tax positions 276 (0.3) % 336 0.3 % Change in valuation allowance 11,030 (11.6) % 32,300 26.8 % — — % 2 — % |
Schedule of Deferred Tax Assets and Liabilities | The following table presents the significant components of the Company’s deferred tax assets and liabilities as of December 31, 2022 and 2021: (in thousands) December 31, December 31, Deferred tax assets: Capitalized research and development credits 17,922 16,473 Start-up and Organization Costs 16,965 15,311 Net operating loss carryforwards 16,562 10,350 Research and development credits 4,595 3,758 Stock-based compensation 3,072 1,457 Operating lease obligations 1,534 2,381 Accrued expenses and reserves $ 1,710 $ 1,070 Property and equipment 173 586 Intangibles 22 26 Other 1 — Warrants — 893 Total deferred tax assets before valuation allowance 62,556 52,305 Valuation allowance (61,200) (50,168) Total deferred tax assets $ 1,356 $ 2,137 Deferred Tax Liabilities: Operating lease right-of-use assets $ (1,356) $ (2,137) Total deferred tax liabilities $ (1,356) $ (2,137) 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, 2021 $ 1,253 Increases related to prior tax positions (163) Increases related to current tax positions 442 Balance as of December 31, 2022 $ 1,532 |
Nature of Operations (Details)
Nature of Operations (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | |||||||||||
Jun. 09, 2022 | Jul. 15, 2021 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) satellite $ / shares | Dec. 31, 2021 USD ($) $ / shares | Dec. 31, 2023 mission | Sep. 30, 2022 satellite | Aug. 31, 2022 satellite | Jul. 29, 2022 satellite | Jul. 17, 2022 satellite | May 28, 2022 satellite | Aug. 13, 2021 $ / shares | Aug. 12, 2021 $ / shares | |
Schedule of Reverse Recapitalization [Line Items] | ||||||||||||
Number of customer satellites deployed | 2 | |||||||||||
Number of customer satellites | 9 | |||||||||||
Special temporary authority, period | 30 days | |||||||||||
Special temporary authority, extension period | 30 days | |||||||||||
Number of additional customer satellites deployed | 5 | 1 | 2 | 2 | ||||||||
Number of customer satellites in low earth orbit | 8 | |||||||||||
Number of customer satellites in low earth orbit, vigoride | 7 | |||||||||||
Number of third-party customer satellites deployed in low earth orbit | 1 | |||||||||||
Number of remaining customer satellites | 2 | |||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.00001 | $ 0.00001 | ||||||||||
Exchange ratio | 1 | 0.2467416 | ||||||||||
Number of shares sold (in shares) | shares | 11,000,000 | |||||||||||
Purchase price (in dollars per share) | $ / shares | $ 10 | |||||||||||
Proceeds from issuance of common shares in PIPE | $ | $ 110,000 | $ 0 | $ 110,000 | |||||||||
Estimated fair value of warrants | $ | $ 30,500 | $ 564 | $ 5,749 | |||||||||
Forecast | ||||||||||||
Schedule of Reverse Recapitalization [Line Items] | ||||||||||||
Number of additional flying missions, anticipated | mission | 2 | |||||||||||
Private Warrant | ||||||||||||
Schedule of Reverse Recapitalization [Line Items] | ||||||||||||
Purchase price (in dollars per share) | $ / shares | $ 11.50 | |||||||||||
Common stock – Class B | ||||||||||||
Schedule of Reverse Recapitalization [Line Items] | ||||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | |||||||||||
Exchange ratio | 1 | |||||||||||
Common stock – Class A | ||||||||||||
Schedule of Reverse Recapitalization [Line Items] | ||||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.00001 | $ 0.00001 | ||||||||||
Exchange ratio | 1 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||||||
Jun. 09, 2022 | May 25, 2022 USD ($) | Oct. 19, 2021 USD ($) | Aug. 12, 2021 USD ($) | May 31, 2022 USD ($) | Dec. 31, 2022 USD ($) satellite $ / shares shares | Sep. 30, 2022 USD ($) satellite | Dec. 31, 2022 USD ($) segment satellite $ / shares shares | Dec. 31, 2021 USD ($) agreement $ / shares | Aug. 31, 2022 satellite | Jul. 29, 2022 satellite | Jul. 17, 2022 satellite | Jun. 30, 2022 USD ($) | May 28, 2022 satellite | Jul. 15, 2021 USD ($) | |
Cash and Cash Equivalents [Line Items] | |||||||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.00001 | $ 0.00001 | $ 0.00001 | ||||||||||||
Restricted cash, non-current | $ 312 | $ 312 | $ 314 | ||||||||||||
Deferred fulfillment and prepaid launch costs | $ 7,400 | 7,400 | $ 3,000 | ||||||||||||
Number of launch agreements terminated | agreement | 2 | ||||||||||||||
Impairment of prepaid launch costs | $ 8,700 | ||||||||||||||
Unrelated impairment costs | $ 800 | ||||||||||||||
Potential recoveries of previously impaired deposits | $ 2,700 | ||||||||||||||
Number of customer satellites deployed | satellite | 2 | ||||||||||||||
Number of customer satellites | satellite | 9 | ||||||||||||||
Special temporary authority, period | 30 days | ||||||||||||||
Number of additional customer satellites deployed | satellite | 5 | 1 | 2 | 2 | |||||||||||
Number of customer satellites in low earth orbit | satellite | 8 | ||||||||||||||
Number of customer satellites in low earth orbit, vigoride | satellite | 7 | ||||||||||||||
Number of remaining customer satellites | satellite | 2 | 2 | |||||||||||||
Amortization of prepaid launch costs | $ 1,200 | ||||||||||||||
Cost of (reversal of) revenue (exclusive of items shown separately below) | 12 | $ 26 | (135) | ||||||||||||
Deferred costs | 14 | ||||||||||||||
Research and development expenses | 600 | 41,721 | 51,321 | ||||||||||||
Selling, general and administrative expenses | $ 600 | 49,827 | 48,905 | ||||||||||||
Impaired prepaid launch costs | 1,800 | ||||||||||||||
Amortization of deferred charges | $ 14 | ||||||||||||||
Refund liability, current | 1,400 | ||||||||||||||
Revenue recognized previously recorded as contract liability | 2,700 | 1,600 | |||||||||||||
Contract liabilities, non-current | $ 1,026 | $ 1,026 | 1,554 | ||||||||||||
Revenue recognized previously recorded as contract liability | $ 50 | $ 120 | 129 | ||||||||||||
Deferred revenue, current contract liabilities | $ 133 | ||||||||||||||
Revenue recognized for cancelled contracts previously recorded as contract liability | 28 | 330 | |||||||||||||
Revenue recognized due to uncertainties | 101 | ||||||||||||||
Deferred revenue as a result of variable consideration | $ 33 | ||||||||||||||
Reduction in cost of revenues | (135) | ||||||||||||||
Warrants, expected term | 5 years | 5 years | |||||||||||||
Exchange ratio | 0.2467416 | 1 | 1 | ||||||||||||
Conversion of warrants to common stock, price per share (in dollars per share) | $ / shares | $ 11.50 | $ 11.50 | |||||||||||||
Estimated fair value of warrants | $ 564 | $ 564 | $ 5,749 | $ 30,500 | |||||||||||
Number of operating segments | segment | 1 | ||||||||||||||
Number of reportable segments | segment | 1 | ||||||||||||||
ESPP | |||||||||||||||
Cash and Cash Equivalents [Line Items] | |||||||||||||||
Offering period | 6 months | ||||||||||||||
Private Placement Warrant | |||||||||||||||
Cash and Cash Equivalents [Line Items] | |||||||||||||||
Number of warrants outstanding (in shares) | shares | 11,272,500 | 11,272,500 | |||||||||||||
Estimated fair value of warrants | $ 31,200 | ||||||||||||||
Public Warrant | |||||||||||||||
Cash and Cash Equivalents [Line Items] | |||||||||||||||
Number of warrants outstanding (in shares) | shares | 8,625,000 | 8,625,000 | |||||||||||||
Equity related to warrants | $ 20,200 | ||||||||||||||
Patents | |||||||||||||||
Cash and Cash Equivalents [Line Items] | |||||||||||||||
Intangible asset useful life | 10 years | ||||||||||||||
Cash Designated for Collateral | |||||||||||||||
Cash and Cash Equivalents [Line Items] | |||||||||||||||
Restricted cash, non-current | $ 300 | $ 300 | |||||||||||||
Cash Designated For Expenditures Under National Security Agreement | |||||||||||||||
Cash and Cash Equivalents [Line Items] | |||||||||||||||
Restricted cash | $ 1,000 | $ 1,000 |
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, 2022 USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Fair value at beginning of period | $ 5,819 |
Total | 4,745 |
Fair value at end of period | 10,564 |
Warrants | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Fair value at beginning of period | 5,749 |
Warrant Liability | (5,185) |
Fair value at end of period | 564 |
Share Repurchase Liability | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Fair value at beginning of period | 0 |
Share Repurchase Liability | 10,000 |
Fair value at end of period | 10,000 |
Liability-Classified Performance Awards | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Fair value at beginning of period | 70 |
Liability-Classified Performance Awards | (70) |
Fair value at end of period | $ 0 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Fair Value Inputs (Details) | Dec. 31, 2022 |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants, expected term | 5 years |
Warrant term (years) | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants, expected term | 3 years 7 months 9 days |
Volatility | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants, measurement input | 0.7600 |
Risk-free rate | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants, measurement input | 0.0411 |
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 - Property, Machinery and Equipment, net (Details) | 12 Months Ended |
Dec. 31, 2022 | |
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 | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 1 year |
Leasehold improvements | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 7 years |
Machinery and equipment | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 7 years |
Reverse Recapitalization (Detai
Reverse Recapitalization (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | |||||
Aug. 12, 2021 USD ($) tradingDay $ / shares | Jul. 15, 2021 USD ($) $ / shares shares | Jun. 30, 2021 USD ($) | Dec. 31, 2022 USD ($) $ / shares | Dec. 31, 2021 USD ($) $ / shares | Aug. 13, 2021 $ / shares | |
Schedule of Reverse Recapitalization [Line Items] | ||||||
Percentage of voting interest sold | 100% | |||||
Additional funding received in connection with business combination | $ 247,300 | $ 247,300 | ||||
Proceeds from issuance of common shares in PIPE | $ 110,000 | $ 0 | $ 110,000 | |||
Proceeds from issuance of common stock upon Business Combination | 137,300 | $ 0 | $ 128,167 | |||
Proceeds from issuance of common stock, public investment in SRAC | 172,500 | |||||
Reduced redemptions | (35,600) | |||||
Additional stockholder deficit | (8,500) | |||||
Additional cash in trust from operations | 400 | |||||
Total proceeds | 238,800 | |||||
Payments for transaction costs | 27,800 | |||||
Costs recorded to other expenses related to liability classified warrants | $ 4,800 | |||||
Exchange ratio | 0.2467416 | 1 | ||||
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 | $ 564 | $ 5,749 | |||
Private Warrant | ||||||
Schedule of Reverse Recapitalization [Line Items] | ||||||
Purchase price (in dollars per share) | $ / shares | $ 11.50 | |||||
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) $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Oct. 19, 2021 USD ($) | May 31, 2022 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | May 21, 2021 agreement | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |||||
Prepaid launch costs, current | $ 3,000 | $ 0 | |||
Prepaid research and development | 2,841 | 4,869 | |||
Prepaid insurance and other assets | 4,332 | 4,562 | |||
Prepaids and other current assets | 10,173 | 9,431 | |||
Non-current portion of prepaid launch costs | 4,400 | 3,000 | |||
Number of launch service agreements terminated | agreement | 2 | ||||
Impairment of prepaid launch costs | 8,700 | ||||
Unrelated impairment costs | 800 | ||||
Potential recoveries of previously impaired deposits | $ 2,700 | ||||
Amortization of prepaid launch costs | $ 1,200 | ||||
Cost of (reversal of) revenue (exclusive of items shown separately below) | 12 | 26 | (135) | ||
Deferred costs | 14 | ||||
Research and development expenses | 600 | 41,721 | 51,321 | ||
Selling, general and administrative expenses | $ 600 | 49,827 | $ 48,905 | ||
Impaired prepaid launch costs | $ 1,800 |
Property, Machinery and Equip_3
Property, Machinery and Equipment, net (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | ||
Property, machinery and equipment, gross | $ 5,808 | $ 6,656 |
Less: accumulated depreciation | (1,792) | (1,827) |
Property, machinery and equipment, net | 4,016 | 4,829 |
Depreciation expense | 1,000 | 1,000 |
Computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, machinery and equipment, gross | 10 | 178 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property, machinery and equipment, gross | 0 | 206 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, machinery and equipment, gross | 2,281 | 2,693 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, machinery and equipment, gross | 3,411 | 3,332 |
Construction in-progress | ||
Property, Plant and Equipment [Line Items] | ||
Property, machinery and equipment, gross | $ 106 | $ 247 |
Intangible Assets, net - Schedu
Intangible Assets, net - Schedule of Intangible Assets, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Value | $ 461 | $ 447 |
Accumulated Amortization | (124) | (98) |
Net Value | 337 | 349 |
Patents/Intellectual Property | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Value | 461 | 404 |
Accumulated Amortization | (124) | (91) |
Net Value | $ 337 | $ 313 |
Weighted average remaining amortization period (in years) | 7 years | 7 years 6 months |
Capitalized software implementation costs | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Value | $ 43 | |
Accumulated Amortization | (7) | |
Net Value | $ 36 | |
Weighted average remaining amortization period (in years) | 2 years 7 months 6 days |
Intangible Assets, net - Narrat
Intangible Assets, net - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expense | $ 107 | $ 50 |
Intangible Assets, net - Sche_2
Intangible Assets, net - Schedule of Future Estimated Amortization Expense (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | ||
2023 | $ 50 | |
2024 | 50 | |
2025 | 50 | |
2026 | 50 | |
2027 | 50 | |
Thereafter | 87 | |
Net Value | $ 337 | $ 349 |
Leases - Narrative (Details)
Leases - Narrative (Details) $ in Thousands | Dec. 31, 2022 USD ($) lease | Dec. 30, 2021 lease | Jan. 31, 2021 USD ($) |
Leases [Abstract] | |||
Obligation owed under lease agreement | $ | $ 8,440 | $ 11,000 | |
Number of leases modified | lease | 1 | 2 | |
Operating lease, weighted-average remaining lease term | 5 years 2 months 12 days | ||
Operating lease, weighted-average discount rate | 5.60% |
Leases - Components of Operatin
Leases - Components of Operating Lease Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Leases [Abstract] | ||
Operating lease cost | $ 1,609 | $ 1,742 |
Variable lease expense | 611 | 590 |
Short-term lease expense | 38 | 19 |
Total lease expense | $ 2,258 | $ 2,351 |
Leases - Maturities of Operatin
Leases - Maturities of Operating Lease Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Jan. 31, 2021 |
Lessee, Operating Lease, Liability, Payment, Due [Abstract] | ||
2023 | $ 1,533 | |
2024 | 1,580 | |
2025 | 1,627 | |
2026 | 1,674 | |
2027 | 1,729 | |
Thereafter | 297 | |
Total lease payments | 8,440 | $ 11,000 |
Less: Imputed interest | (1,156) | |
Present value of lease liabilities | $ 7,284 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Legal and other professional services | $ 3,128 | $ 4,121 |
Compensation expense | 3,584 | 3,862 |
Research and development projects | 981 | 1,240 |
Other current expense | 333 | 399 |
Payroll tax expense | 0 | 163 |
Accrued expenses | $ 8,026 | $ 9,785 |
SAFE Notes (Details)
SAFE Notes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Aug. 12, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Class of Stock [Line Items] | |||
Proceeds from issuance of SAFE notes | $ 0 | $ 30,853 | |
SAFE notes, principal amount | $ 78,000 | ||
Fair value of SAFE notes | $ 136,000 | 136,001 | |
Income (loss) from decrease (increase) in estimated fair value of SAFE notes | $ 0 | $ 209,291 | |
Common stock – Class A | |||
Class of Stock [Line Items] | |||
Liability conversion (in shares) | 12,403,469 |
Loan Payable (Details)
Loan Payable (Details) | 12 Months Ended | |||||
Jun. 29, 2021 USD ($) note | Feb. 22, 2021 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Jul. 15, 2021 USD ($) | Jun. 30, 2021 | |
Short-term Debt [Line Items] | ||||||
Proceeds from short-term borrowings | $ 0 | $ 25,000,000 | ||||
Estimated fair value of warrants | $ 564,000 | 5,749,000 | $ 30,500,000 | |||
Term Loan | ||||||
Short-term Debt [Line Items] | ||||||
Initial borrowing capacity | $ 40,000,000 | |||||
Interest rate | 12% | |||||
Proceeds from short-term borrowings | $ 25,000,000 | |||||
Amount no longer available for borrowing | $ 15,000,000 | |||||
Debt term | 2 years | |||||
Estimated fair value of warrants | $ 15,600,000 | |||||
Unamortized debt issuance costs | 100,000 | |||||
Unamortized debt discount | $ 15,800,000 | |||||
Percentage of debt discount in excess of initial face value | 63% | |||||
Calculated effective interest rate | 126% | 28.20% | ||||
Interest expense amortization | $ 2,700,000 | 11,700,000 | ||||
Loans payable | 15,300,000 | |||||
Accrued interest | 100,000 | |||||
Unamortized debt discount and issuance costs | (1,400,000) | |||||
Long-term debt, due in 2023 | 13,000,000 | |||||
Long-term debt, due in 2024 | $ 2,300,000 | |||||
Term Loan | Stock Purchase Warrants | ||||||
Short-term Debt [Line Items] | ||||||
Percentage of preferred stock available to be called | 1% | |||||
Preferred stock available to be called, percentage earned | 80% | |||||
Preferred stock available to be called, percentage forfeited | 20% | |||||
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 |
Stockholders_ Equity (Deficit_2
Stockholders’ Equity (Deficit) - Narrative (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||||||||||
Feb. 27, 2023 | Sep. 28, 2022 | Aug. 13, 2021 | Aug. 12, 2021 | Jul. 15, 2021 | Jun. 30, 2021 | Mar. 31, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Feb. 17, 2023 | Feb. 16, 2023 | Feb. 22, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Shares of stock authorized (in shares) | 270,000,000 | ||||||||||||
Common stock, number of shares authorized (in shares) | 250,000,000 | 250,000,000 | |||||||||||
Common stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 | |||||||||||
Common stock outstanding (in shares) | 79,772,262 | 84,441,153 | 81,211,781 | ||||||||||
Preferred stock outstanding (in shares) | 0 | ||||||||||||
Percentage of equity interest sold by co-founders | 100% | ||||||||||||
Consideration paid to each co-founder | $ 1 | ||||||||||||
Additional payments owed to co-founders | 50,000,000 | ||||||||||||
Additional funding received in connection with business combination | $ 247,300,000 | 247,300,000 | |||||||||||
Payments to co-founders | 40,000,000 | ||||||||||||
Initial consideration paid to all co-founders | $ 3 | ||||||||||||
Release period without objection from agencies | 15 days | ||||||||||||
Cash proceeds | $ 2,700,000 | ||||||||||||
Estimated liability | $ 10,000,000 | ||||||||||||
Estimated fair value of warrants | $ 30,500,000 | 564,000 | $ 5,749,000 | ||||||||||
Decrease in fair value of warrants | $ (5,185,000) | $ (37,330,000) | |||||||||||
Conversion of warrants to common stock, price per share (in dollars per share) | $ 11.50 | ||||||||||||
Number of shares sold (in shares) | 11,000,000 | ||||||||||||
Purchase price (in dollars per share) | $ 10 | ||||||||||||
Common stock | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Common stock outstanding (in shares) | 84,441,153 | 81,211,781 | 62,510,690 | ||||||||||
Subsequent Event | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Aggregate gross proceeds | $ 10,000,000 | ||||||||||||
Subsequent Event | Common stock | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Number of shares sold (in shares) | 9,396,000 | ||||||||||||
ATM Sales Agreement | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Aggregate gross proceeds | $ 50,000,000 | ||||||||||||
Commission rate percentage | 3% | ||||||||||||
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] | |||||||||||||
Estimated fair value of warrants | $ 31,200,000 | ||||||||||||
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) | $ 0.20 | ||||||||||||
Number of warrants exercised on net basis (in shares) | 278,146 | ||||||||||||
Other Warrants | Subsequent Event | Warrants | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Number of shares sold (in shares) | 11,566,043 | ||||||||||||
Purchase price (in dollars per share) | $ 1.15 | ||||||||||||
Private Warrant | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Decrease in fair value of warrants | $ (5,200,000) | $ (25,500,000) | |||||||||||
Purchase price (in dollars per share) | $ 11.50 | ||||||||||||
Prefunded Warrants | Subsequent Event | Warrants | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Number of shares sold (in shares) | 2,170,043 | ||||||||||||
Term Loan | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Estimated fair value of warrants | $ 15,600,000 | ||||||||||||
Decrease in fair value of warrants | (10,700,000) | ||||||||||||
Term Loan | Stock Purchase Warrants | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Percentage of preferred stock available to be called | 1% | ||||||||||||
Preferred stock available to be called, percentage earned | 80% | ||||||||||||
Preferred stock available to be called, percentage forfeited | 20% | ||||||||||||
Equipment Loan | Stock Purchase Warrants | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Decrease in fair value of warrants | $ (1,100,000) | ||||||||||||
Number of shares available for purchase (in shares) | 191,108 | ||||||||||||
Consideration From Funds Legally Available | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Additional payments owed to co-founders | $ 40,000,000 | ||||||||||||
Threshold period | 10 days | ||||||||||||
Consideration Due on First Payment Date | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Minimum proceeds from sale of business and other capital raising transactions | $ 100,000,000 | ||||||||||||
Consideration Due within 10 Business Days | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Additional payments owed to co-founders | 10,000,000 | ||||||||||||
Minimum proceeds from sale of business and other capital raising transactions | $ 250,000,000 | ||||||||||||
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 – Class A | Subsequent Event | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Common stock, number of shares authorized (in shares) | 250,000,000 | 100,000,000 | |||||||||||
Common stock – Class A | Contingent Sponsor Earnout Shares | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Number of shares modified (in shares) | 1,437,500 | ||||||||||||
Common stock – Class A | Contingent Sponsor Earnout Shares | Weighted Average Closing Price of $12.50 | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Weighted-average closing sale price (in dollars per share) | $ 12.50 | ||||||||||||
Percentage of shares forfeited | 66% | ||||||||||||
Common stock – Class A | Contingent Sponsor Earnout Shares | Weighted Average Closing Price of $15.00 | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Weighted-average closing sale price (in dollars per share) | $ 15 | ||||||||||||
Percentage of shares forfeited | 33% | ||||||||||||
Common stock – Class A | Contingent Sponsor Earnout Shares | Weighted Average Closing Price of $17.50 | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Weighted-average closing sale price (in dollars per share) | $ 17.50 | ||||||||||||
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_3
Stockholders’ Equity (Deficit) - Common Stock Outstanding (Details) - shares | Aug. 13, 2021 | Dec. 31, 2022 | Dec. 31, 2021 |
Class of Stock [Line Items] | |||
Common stock outstanding (in shares) | 79,772,262 | 84,441,153 | 81,211,781 |
Percentage of common stock outstanding | 100% | ||
Momentus Space, LLC unit holders | |||
Class of Stock [Line Items] | |||
Common stock outstanding (in shares) | 50,419,505 | ||
Percentage of common stock outstanding | 63% | ||
Public stockholders | |||
Class of Stock [Line Items] | |||
Common stock outstanding (in shares) | 13,695,257 | ||
Percentage of common stock outstanding | 17% | ||
SRAC and its affiliates | |||
Class of Stock [Line Items] | |||
Common stock outstanding (in shares) | 4,657,500 | ||
Percentage of common stock outstanding | 6% | ||
PIPE Investors | |||
Class of Stock [Line Items] | |||
Common stock outstanding (in shares) | 11,000,000 | ||
Percentage of common stock outstanding | 14% |
Stock-based Compensation - Narr
Stock-based Compensation - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||||
Aug. 31, 2021 | Aug. 12, 2021 | May 22, 2021 | Jan. 25, 2021 | Feb. 28, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Options vested exercised, aggregate intrinsic value | $ 5,100 | $ 18,000 | |||||
Share-Based Payment Arrangement, Nonemployee | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Granted (in shares) | 135,000 | ||||||
Fair value of shares granted | $ 112 | ||||||
Expiration period | 6 months | ||||||
Restricted stock units | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Unrecognized compensation cost, period of recognition | 1 year 6 months | ||||||
Unrecognized compensation cost | $ 25,500 | ||||||
Options | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Unrecognized compensation cost for unvested options | $ 1,400 | ||||||
Unrecognized compensation cost, period of recognition | 1 year 8 months 12 days | ||||||
Expected term (in years) | 5 years 9 months 18 days | ||||||
Risk-free interest rate | 2.35% | ||||||
Expected volatility | 61.90% | ||||||
Dividend yield | 0% | ||||||
Options | August 31, 2021 Stock Option Modifications | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Expected term (in years) | 6 years 3 months | ||||||
Number of accelerated vested shares (in shares) | 273,571 | ||||||
Exercise price (in dollars per share) | $ 0.28 | ||||||
Risk-free interest rate | 0.86% | ||||||
Expected volatility | 97% | ||||||
Dividend yield | 0% | ||||||
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] | |||||||
Expected term (in years) | 1 year | ||||||
Number of accelerated vested shares (in shares) | 205,618 | ||||||
Exercise price (in dollars per share) | $ 0.28 | ||||||
Risk-free interest rate | 0.04% | ||||||
Expected volatility | 65% | ||||||
Dividend yield | 0% | ||||||
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] | |||||||
Expected term (in years) | 1 year | ||||||
Number of accelerated vested shares (in shares) | 261,070 | ||||||
Risk-free interest rate | 0.10% | ||||||
Expected volatility | 78% | ||||||
Dividend yield | 0% | ||||||
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 | ||||||
Outstanding Vested and Expected to Vest RSUs | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Unrecognized compensation cost | $ 6,100 | ||||||
Performance Awards | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of shares that would have been settled (in shares) | 0 | ||||||
2021 Equity Incentive Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Evergreen provision, percentage of outstanding shares | 3% | ||||||
Number of shares reserved for future issuance (in shares) | 5,982,922 | ||||||
2021 Equity Incentive Plan | Restricted stock units | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Remaining shares available for grant (in shares) | 1,947,448 | ||||||
Evergreen Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of additional shares available for grant (in shares) | 2,436,353 | ||||||
Legacy Stock Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of additional shares available for grant (in shares) | 363,528 | ||||||
2021 Employee Stock Purchase Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Evergreen provision, percentage of outstanding shares | 0.50% | ||||||
Number of additional shares available for grant (in shares) | 406,059 | ||||||
Remaining shares available for grant (in shares) | 1,836,111 | ||||||
Number of shares reserved for future issuance (in shares) | 1,595,445 | ||||||
Shares issued under ESPP (in shares) | 165,393 | ||||||
Outstanding liability | $ 41 | ||||||
2022 Inducement Equity Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Remaining shares available for grant (in shares) | 1,083,552 | ||||||
Number of shares reserved for future issuance (in shares) | 4,000,000 | ||||||
Vesting period | 4 years |
Stock-based Compensation - Sche
Stock-based Compensation - Schedule of Options Activity (Details) $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) $ / shares shares | |
Total Options | |
Beginning balance (in shares) | shares | 4,040,360 |
Granted (in shares) | shares | 1,064,862 |
Vested exercised (in shares) | shares | (2,184,961) |
Forfeitures (in shares) | shares | (363,528) |
Ending balance (in shares) | shares | 2,556,733 |
Total options exercisable (in shares) | shares | 1,371,124 |
Weighted- Average Exercise Price Per Share | |
Options outstanding, weighted-average exercise price per share, beginning balance (in dollars per share) | $ / shares | $ 0.27 |
Granted (in dollars per share) | $ / shares | 2.54 |
Vested exercised (in dollars per share) | $ / shares | 0.26 |
Forfeitures (in dollars per share) | $ / shares | 0.28 |
Options outstanding, weighted-average exercise price per share, ending balance (in dollars per share) | $ / shares | 1.21 |
Options exercisable, weighted-average exercise price per share (in dollars per share) | $ / shares | $ 0.71 |
Stock Options Additional Disclosures | |
Options outstanding, weighted-average remaining contractual term (in years) | 7 years 10 months 24 days |
Options exercisable, weighted-average remaining contractual term (in years) | 7 years 1 month 6 days |
Options outstanding, aggregate intrinsic value | $ | $ 763 |
Options exercisable, aggregate intrinsic value | $ | $ 571 |
Vested and Expected to Vest | |
Total options vested and expected to vest (in shares) | shares | 2,556,733 |
Options vested and expected to vest, weighted-average exercise price per share (in dollars per share) | $ / shares | $ 1.21 |
Options vested and expected to vest, weighted-average remaining contractual term (in years) | 7 years 10 months 24 days |
Options vested and expected to vest, aggregate intrinsic value | $ | $ 763 |
Stock-based Compensation - Sc_2
Stock-based Compensation - Schedule of Fair Value Inputs (Details) - Options | 12 Months Ended |
Dec. 31, 2022 $ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected term (in years) | 5 years 9 months 18 days |
Risk-free interest rate | 2.35% |
Expected volatility | 61.90% |
Dividend yield | 0% |
Fair value on grant date (in dollars per share) | $ 1.46 |
Stock-based Compensation - Rest
Stock-based Compensation - Restricted Stock Units Activity (Details) - RSUs & RSAs | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Shares | |
Balance at the beginning of the period (in shares) | shares | 2,812,110 |
Granted (in shares) | shares | 7,701,516 |
Vested (in shares) | shares | (799,890) |
Forfeited (in shares) | shares | (1,932,819) |
Balance at the end of the period (in shares) | shares | 7,780,917 |
Weighted Average Grant Date Fair Value (i.e. share price) | |
Balance at the beginning of the period (in dollars per share) | $ / shares | $ 10.87 |
Granted (in dollars per share) | $ / shares | 2.45 |
Vested (in dollars per share) | $ / shares | 9.59 |
Forfeited (in dollars per share) | $ / shares | 5.43 |
Balance at the end of the period (in dollars per share) | $ / shares | $ 3.99 |
Stock-based Compensation - Sc_3
Stock-based Compensation - Schedule of Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 11,580 | $ 18,452 |
Options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | 538 | 11,271 |
RSUs & RSAs | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | 10,995 | 7,091 |
ESPP | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | 117 | 20 |
Performance Awards | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | (70) | 70 |
Research and development expenses | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | 2,134 | 2,341 |
Selling, general and administrative expenses | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 9,446 | $ 16,111 |
Diluted Earnings Per Share - Sc
Diluted Earnings Per Share - Schedule of Net (Loss) Income Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Numerator: | ||
Net (loss) income | $ (95,444) | $ 120,654 |
Net (loss) income allocated to common stockholders for diluted net (loss) income per share | $ (95,444) | $ 120,654 |
Denominator: | ||
Denominator for basic net (loss) income per share - weighted average shares outstanding (in shares) | 81,546,648 | 65,177,873 |
Dilutive options and unvested stock units outstanding (in shares) | 0 | 5,438,952 |
Dilutive warrants outstanding (in shares) | 0 | 301,952 |
Denominator for diluted net loss per share - adjusted weighted average shares outstanding (in shares) | 81,546,648 | 70,918,777 |
Net (loss) income per share - basic (in dollars per share) | $ (1.17) | $ 1.85 |
Net (loss) income per share - diluted (in dollars per share) | $ (1.17) | $ 1.70 |
Diluted Earnings Per Share - An
Diluted Earnings Per Share - Antidilutive Shares (Details) - shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total (in shares) | 27,750,724 | 22,927,491 |
Options and unvested stock units outstanding | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total (in shares) | 6,355,796 | 3,029,991 |
Warrant outstanding | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total (in shares) | 19,957,428 | 19,897,500 |
Contingent Sponsor Earnout Shares | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total (in shares) | 1,437,500 | 0 |
Commitment and Contingencies -
Commitment and Contingencies - Unconditional Purchase Obligations (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Unrecorded Unconditional Purchase Obligation, Fiscal Year Maturity [Abstract] | |
2023 | $ 15,368 |
2024 | 600 |
Thereafter | 0 |
Total | $ 15,968 |
Commitment and Contingencies _2
Commitment and Contingencies - Narrative (Details) | 1 Months Ended | 12 Months Ended | |||||||
Feb. 27, 2023 USD ($) | Jul. 20, 2022 USD ($) contract shares | Aug. 12, 2021 USD ($) | Jul. 08, 2021 USD ($) | Jun. 30, 2021 USD ($) | Feb. 28, 2021 USD ($) | Dec. 31, 2022 USD ($) shares | Dec. 31, 2021 USD ($) shares | Feb. 10, 2023 USD ($) | |
Loss Contingencies [Line Items] | |||||||||
Percentage of equity interest sold by co-founders | 100% | ||||||||
Consideration paid to each co-founder | $ 1 | ||||||||
Additional payments owed to co-founders | 50,000,000 | ||||||||
Additional funding received in connection with business combination | $ 247,300,000 | 247,300,000 | |||||||
Payments to co-founders | 40,000,000 | ||||||||
Initial consideration paid to all co-founders | $ 3 | ||||||||
Release period without objection from agencies | 15 days | ||||||||
Cash proceeds | $ 2,700,000 | ||||||||
Estimated liability | $ 10,000,000 | ||||||||
Common stock issued (in shares) | shares | 84,441,153 | 81,211,781 | |||||||
Subsequent Event | |||||||||
Loss Contingencies [Line Items] | |||||||||
Contingency recorded as a result of settlement | $ 8,500,000 | ||||||||
Estimated insurance recoveries | $ (4,000,000) | ||||||||
Aggregate gross proceeds | $ 10,000,000 | ||||||||
Consideration From Funds Legally Available | |||||||||
Loss Contingencies [Line Items] | |||||||||
Additional payments owed to co-founders | $ 40,000,000 | ||||||||
Threshold period | 10 days | ||||||||
Consideration Due on First Payment Date | |||||||||
Loss Contingencies [Line Items] | |||||||||
Minimum proceeds from sale of business and other capital raising transactions | $ 100,000,000 | ||||||||
Consideration Due within 10 Business Days | |||||||||
Loss Contingencies [Line Items] | |||||||||
Additional payments owed to co-founders | 10,000,000 | ||||||||
Minimum proceeds from sale of business and other capital raising transactions | $ 250,000,000 | ||||||||
Baker Mckenzie | |||||||||
Loss Contingencies [Line Items] | |||||||||
Contingency recorded as a result of settlement | $ 8,500,000 | ||||||||
Estimated insurance recoveries | (4,000,000) | ||||||||
SEC Investigation | |||||||||
Loss Contingencies [Line Items] | |||||||||
Contingency recorded as a result of settlement | $ 5,000,000 | ||||||||
Payments for fines | $ 2,000,000 | 0 | $ 7,000,000 | ||||||
National Security Agreement | |||||||||
Loss Contingencies [Line Items] | |||||||||
Potential liquidated damages per breach | $ 1,000,000 | ||||||||
Legal expenses | $ 1,700,000 | $ 7,500,000 | |||||||
SAFE Note Litigation | |||||||||
Loss Contingencies [Line Items] | |||||||||
Alleged investment amount | $ 4,000,000 | ||||||||
Common stock issued (in shares) | shares | 724,995 | ||||||||
SAFE Note Litigation | Pending Litigation | |||||||||
Loss Contingencies [Line Items] | |||||||||
Number of investment contracts breached | contract | 2 | ||||||||
Damages sought | $ 7,600,000 |
Income Taxes - Components of Pr
Income Taxes - Components of Pre-Tax Loss (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
US | $ (95,444) | $ 120,656 |
(Loss) income before income taxes | $ (95,444) | $ 120,656 |
Income Taxes - Components of _2
Income Taxes - Components of Provision for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Current: | ||
State | $ 0 | $ 2 |
Total Provision | $ 0 | $ 2 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Effective Income Tax Rate (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Effective Income Tax Rate Reconciliation, Amount [Abstract] | ||
Tax provision (benefit) at U.S. statutory rate | $ (20,042) | $ 25,338 |
State income taxes, net of federal benefit | 11,113 | (8,446) |
Non-deductible expenses | (60) | 3,426 |
Change in value of equity instruments | (1,089) | (51,790) |
Deferred adjustments | (143) | 171 |
Research and development credits | (1,085) | (1,333) |
Uncertain tax positions | 276 | 336 |
Change in valuation allowance | 11,030 | 32,300 |
Total Provision | $ 0 | $ 2 |
Effective Income Tax Rate Reconciliation, Percent [Abstract] | ||
Tax provision (benefit) at U.S. statutory rate | 21% | 21% |
State income taxes, net of federal benefit | (11.60%) | (7.00%) |
Non-deductible expenses | 0.10% | 2.80% |
Change in value of equity instruments | 1.10% | (42.90%) |
Deferred adjustments | 0.20% | 0.10% |
Research and development credits | 1.10% | (1.10%) |
Uncertain tax positions | (0.30%) | 0.30% |
Change in valuation allowance | (11.60%) | 26.80% |
Effective Rate | 0% | 0% |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets: | ||
Capitalized research and development credits | $ 17,922 | $ 16,473 |
Start-up and Organization Costs | 16,965 | 15,311 |
Net operating loss carryforwards | 16,562 | 10,350 |
Research and development credits | 4,595 | 3,758 |
Stock-based compensation | 3,072 | 1,457 |
Operating lease obligations | 1,534 | 2,381 |
Accrued expenses and reserves | 1,710 | 1,070 |
Property and equipment | 173 | 586 |
Intangibles | 22 | 26 |
Other | 1 | 0 |
Warrants | 0 | 893 |
Total deferred tax assets before valuation allowance | 62,556 | 52,305 |
Valuation allowance | (61,200) | (50,168) |
Total deferred tax assets | 1,356 | 2,137 |
Deferred Tax Liabilities: | ||
Operating lease right-of-use assets | (1,356) | (2,137) |
Total deferred tax liabilities | (1,356) | (2,137) |
Net deferred tax assets | $ 0 | $ 0 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | May 31, 2022 | Dec. 31, 2021 |
Income Tax Examination [Line Items] | |||
Valuation allowance | $ 61,200 | $ 50,168 | |
Costs resulting in ending gross deferred tax asset | 80,600 | $ 84,300 | |
Deferred tax asset from leases | 1,534 | 2,381 | |
Deferred tax liability from leases | (1,356) | (2,137) | |
Federal | |||
Income Tax Examination [Line Items] | |||
Net operating loss carryforwards | 78,700 | 38,900 | |
Research and development credit carryforwards | 3,400 | 2,900 | |
State | |||
Income Tax Examination [Line Items] | |||
Net operating loss carryforwards | 6,500 | 30,900 | |
Research and development credit carryforwards | $ 3,400 | $ 2,700 |
Income Taxes - Unrecognized Tax
Income Taxes - Unrecognized Tax Benefits (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |
Beginning balance | $ 1,253 |
Increases related to prior tax positions | (163) |
Increases related to current tax positions | 442 |
Ending balance | $ 1,532 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Feb. 27, 2023 | Jul. 15, 2021 | Feb. 17, 2023 | Feb. 16, 2023 | Feb. 10, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Aug. 13, 2021 | Jun. 30, 2021 |
Subsequent Event [Line Items] | |||||||||
Number of shares sold (in shares) | 11,000,000 | ||||||||
Purchase price (in dollars per share) | $ 10 | ||||||||
Additional payments owed to co-founders | $ 50,000,000 | ||||||||
Common stock, number of shares authorized (in shares) | 250,000,000 | 250,000,000 | |||||||
Common stock – Class A | |||||||||
Subsequent Event [Line Items] | |||||||||
Common stock, number of shares authorized (in shares) | 250,000,000 | ||||||||
Consideration Due within 10 Business Days | |||||||||
Subsequent Event [Line Items] | |||||||||
Additional payments owed to co-founders | $ 10,000,000 | ||||||||
Subsequent Event | |||||||||
Subsequent Event [Line Items] | |||||||||
Contingency recorded as a result of settlement | $ 8,500,000 | ||||||||
Estimated insurance recoveries | $ (4,000,000) | ||||||||
Aggregate gross proceeds | $ 10,000,000 | ||||||||
Subsequent Event | Common stock – Class A | |||||||||
Subsequent Event [Line Items] | |||||||||
Common stock, number of shares authorized (in shares) | 250,000,000 | 100,000,000 | |||||||
Subsequent Event | Common stock | |||||||||
Subsequent Event [Line Items] | |||||||||
Number of shares sold (in shares) | 9,396,000 | ||||||||
Subsequent Event | Warrants | Prefunded Warrants | |||||||||
Subsequent Event [Line Items] | |||||||||
Number of shares sold (in shares) | 2,170,043 | ||||||||
Subsequent Event | Warrants | Other Warrants | |||||||||
Subsequent Event [Line Items] | |||||||||
Number of shares sold (in shares) | 11,566,043 | ||||||||
Purchase price (in dollars per share) | $ 1.15 |