Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 07, 2022 | |
Document Information [Line Items] | ||
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2022 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-39426 | |
Entity Central Index Key | 0001814329 | |
Entity Registrant Name | ASTRA SPACE, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 1900 Skyhawk Street | |
Entity Address, City or Town | Alameda | |
Entity Address, State or Province | CA | |
Entity Tax Identification Number | 85-1270303 | |
Entity Address, Postal Zip Code | 94501 | |
City Area Code | 866 | |
Local Phone Number | 278-7217 | |
Title of 12(b) Security | Class A Common Stock, par value $0.0001 per share | |
Trading Symbol | ASTR | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Emerging Growth Company | false | |
Entity Small Business | false | |
Entity Shell Company | false | |
Document Fiscal Period Focus | Q3 | |
Common Class A [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 211,926,952 | |
Common Class B [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 55,539,188 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 67,608 | $ 325,007 |
Marketable securities | 82,936 | 0 |
Trade accounts receivable | 4,923 | 1,816 |
inventory | 5,174 | 7,675 |
Prepaid and other current assets | 7,609 | 12,238 |
Total current assets | 168,250 | 346,736 |
Non-current assets: | ||
Property, plant and equipment, net | 20,048 | 66,316 |
Right-of-use asset | 14,909 | 9,079 |
Goodwill | 0 | 58,251 |
Intangible assets, net | 10,699 | 17,921 |
Other non-current assets | 1,999 | 721 |
Total assets | 215,905 | 499,024 |
Current liabilities: | ||
Accounts payable | 9,347 | 9,122 |
Operating lease obligation, current portion | 3,903 | 1,704 |
Contingent consideration, current portion | 32,420 | 0 |
Accrued expenses and other current liabilities | 27,382 | 29,899 |
Total current liabilities | 73,052 | 40,725 |
Non-current liabilities: | ||
Operating lease obligation, net of current portion | 10,974 | 7,180 |
Contingent consideration, net of current portion | 10,530 | 13,700 |
Other non-current liabilities | 7,277 | 899 |
Total liabilities | 101,833 | 62,504 |
Commitments and Contingencies (Note 11) | ||
STOCKHOLDERS' EQUITY (DEFICIT) | ||
Additional paid in capital | 1,889,759 | 1,844,875 |
Accumulated other comprehensive loss | (202) | 0 |
Accumulated deficit | (1,775,513) | (1,408,383) |
Total stockholders' equity | 114,072 | 436,520 |
Total liabilities and stockholders' equity | 215,905 | 499,024 |
Convertible Preferred Stock [Member] | ||
STOCKHOLDERS' EQUITY (DEFICIT) | ||
Founders convertible preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding as of September 30, 2022 and December 31, 2021 | 0 | 0 |
Common Class A [Member] | ||
STOCKHOLDERS' EQUITY (DEFICIT) | ||
Common stock Value | 22 | 22 |
Common Class B [Member] | ||
STOCKHOLDERS' EQUITY (DEFICIT) | ||
Common stock Value | $ 6 | $ 6 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Preferred stock, shares outstanding | 0 | |
Common stock, shares authorized | 466,000,000 | |
Convertible Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common Class A [Member] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 400,000,000 | 400,000,000 |
Common stock, shares issued | 211,824,567 | 207,451,107 |
Common stock, shares outstanding | 211,824,567 | 207,451,107 |
Common Class B [Member] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 65,000,000 | 65,000,000 |
Common stock, shares issued | 55,539,188 | 55,539,189 |
Common stock, shares outstanding | 55,539,188 | 55,539,189 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Revenue | $ 2,777 | $ 0 | $ 9,370 | $ 0 |
Cost of Revenue | 1,071 | 0 | 29,530 | 0 |
Gross income (loss) | 1,706 | 0 | (20,160) | 0 |
Operating expenses: | ||||
Research and development | 32,821 | 21,724 | 111,546 | 44,159 |
Sales and marketing | 4,052 | 1,090 | 13,452 | 2,229 |
General and administrative | 19,222 | 19,730 | 60,816 | 50,712 |
Impairment expense | 75,116 | 0 | 75,116 | 0 |
Goodwill impairment | 58,251 | 0 | 58,251 | 0 |
Loss on change in fair value of contingent consideration | (11,949) | 0 | (29,249) | 0 |
Total operating expenses | 201,411 | 42,544 | 348,430 | 97,100 |
Total operating loss | (199,705) | (42,544) | (368,590) | (97,100) |
Interest income (expense), net | 616 | 18 | 1,146 | (1,194) |
Other (expense) income, net | (25) | 25,895 | 314 | 25,177 |
Loss on extinguishment of convertible notes | 0 | 0 | 0 | (131,908) |
Loss on extinguishment of convertible notes attributable to related parties | 0 | 0 | 0 | (1,875) |
Loss before taxes | (199,114) | (16,631) | (367,130) | (206,900) |
Income tax (benefit) provision | 0 | (383) | 0 | (383) |
Net loss | (199,114) | (16,248) | (367,130) | (206,517) |
Adjustment to redemption value on Convertible Preferred Stock | 0 | 0 | 0 | (1,011,726) |
Net loss attributable to common stockholders | (199,114) | (16,248) | (367,130) | (1,218,243) |
Launch Services [Member] | ||||
Revenue | 0 | 0 | 5,899 | 0 |
Cost of Revenue | 0 | 0 | 28,193 | 0 |
Gross income (loss) | 0 | 0 | (22,294) | 0 |
Space Products [Member] | ||||
Revenue | 2,777 | 0 | 3,471 | 0 |
Cost of Revenue | 1,071 | 0 | 1,337 | 0 |
Gross income (loss) | $ 1,706 | $ 0 | 2,134 | 0 |
Common Class A [Member] | ||||
Operating expenses: | ||||
Net loss attributable to common stockholders | $ (290,145) | $ (749,083) | ||
Earnings Per Share [Abstract] | ||||
Earnings Per Share Diluted | $ (0.75) | $ (0.06) | $ (1.39) | $ (9.39) |
Dilutive weighted average common shares outstanding | 210,788,116 | 201,080,003 | 209,317,361 | 79,784,524 |
Basic weighted average common shares outstanding | 210,788,116 | 201,080,003 | 209,317,361 | 79,784,524 |
Common Class B [Member] | ||||
Operating expenses: | ||||
Net loss attributable to common stockholders | $ (76,985) | $ (469,160) | ||
Earnings Per Share [Abstract] | ||||
Earnings Per Share Basic | $ (0.75) | $ (0.06) | $ (1.39) | $ (9.39) |
Earnings Per Share Diluted | $ (0.75) | $ (0.06) | $ (1.39) | $ (9.39) |
Dilutive weighted average common shares outstanding | 55,539,188 | 56,239,188 | 55,539,188 | 49,970,071 |
Basic weighted average common shares outstanding | 55,539,188 | 56,239,188 | 55,539,188 | 49,970,071 |
Condensed Consolidated Statemen
Condensed Consolidated Statement of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Statement of Other Comprehensive Income [Abstract] | ||||
Net loss | $ (199,114) | $ (16,248) | $ (367,130) | $ (206,517) |
Other comprehensive loss | ||||
Unrealized gain (loss) on available-for-sale marketable securities | 31 | 0 | (202) | 0 |
Total comprehensive loss | $ (199,083) | $ (16,248) | $ (367,332) | $ (206,517) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Temporary Equity and Stockholders' Equity (Deficit) (Unaudited) - USD ($) $ in Thousands | Total | Cumulative Effect Adjustment Due To Adoption of ASU 2020-06 [Member] | Common Class A [Member] | Common Class B [Member] | Preferred Stock [Member] Convertible Preferred Stock [Member] | Preferred Stock [Member] Founders Preferred Stock [Member] | Common Stock [Member] | Common Stock [Member] Common Class A [Member] | Common Stock [Member] Common Class B [Member] | Additional Paid in Capital [Member] | Additional Paid in Capital [Member] Cumulative Effect Adjustment Due To Adoption of ASU 2020-06 [Member] | Accumulated Other Comprehensive loss [Member] | Accumulated Deficit [Member] | Accumulated Deficit [Member] Cumulative Effect Adjustment Due To Adoption of ASU 2020-06 [Member] |
Beginning Balance at Dec. 31, 2020 | $ (140,408) | $ 1 | $ 6 | $ 50,282 | $ (190,697) | |||||||||
Beginning Balance (in shares) at Dec. 31, 2020 | 12,302,500 | 62,961,258 | ||||||||||||
Temporary Equity, Beginning Balance (in shares) at Dec. 31, 2020 | 90,768,286 | |||||||||||||
Temporary Equity, Beginning Balance at Dec. 31, 2020 | $ 108,829 | |||||||||||||
Stock-based compensation | 2,177 | 2,177 | ||||||||||||
Exercise of options (in shares) | 498,807 | |||||||||||||
Exercise of options | 228 | 228 | ||||||||||||
Issuance of Series C Convertible Preferred Stock, net of issuance costs | $ 221,943 | |||||||||||||
Issuance of Series C Convertible Preferred Stock, net of issuance costs (in shares) | 28,498,141 | |||||||||||||
Conversion of Founders Convertible Preferred Stock to Series C Convertible Preferred Stock, issued | 8,156 | 8,156 | ||||||||||||
Conversion of Founders Convertible Preferred Stock to Series C Convertible Preferred Stock, issued (in shares) | 5,073,576 | (5,073,576) | ||||||||||||
Adjustment to redemption value on Convertible Preferred Stock | (1,011,726) | $ 1,011,726 | (51,131) | (960,595) | ||||||||||
Net loss | (158,972) | (158,972) | ||||||||||||
Temporary Equity, Ending Balance (in shares) at Mar. 31, 2021 | 124,340,003 | |||||||||||||
Temporary Equity, Ending Balance at Mar. 31, 2021 | $ 1,342,498 | |||||||||||||
Ending Balance (in shares) at Mar. 31, 2021 | 7,228,924 | 63,460,065 | ||||||||||||
Ending Balance at Mar. 31, 2021 | (1,309,573) | $ (9,028) | $ 1 | $ 6 | (7) | $ (9,719) | (1,309,573) | $ 691 | ||||||
Beginning Balance at Dec. 31, 2020 | (140,408) | $ 1 | $ 6 | 50,282 | (190,697) | |||||||||
Beginning Balance (in shares) at Dec. 31, 2020 | 12,302,500 | 62,961,258 | ||||||||||||
Temporary Equity, Beginning Balance (in shares) at Dec. 31, 2020 | 90,768,286 | |||||||||||||
Temporary Equity, Beginning Balance at Dec. 31, 2020 | $ 108,829 | |||||||||||||
Adjustment to redemption value on Convertible Preferred Stock | $ 622,098 | $ 389,628 | ||||||||||||
Net loss | (206,517) | |||||||||||||
Ending Balance (in shares) at Sep. 30, 2021 | 202,034,520 | 56,239,189 | ||||||||||||
Ending Balance at Sep. 30, 2021 | 436,932 | $ 21 | $ 6 | 1,794,023 | (1,357,118) | |||||||||
Beginning Balance at Mar. 31, 2021 | (1,309,573) | $ (9,028) | $ 1 | $ 6 | (7) | $ (9,719) | (1,309,573) | $ 691 | ||||||
Beginning Balance (in shares) at Mar. 31, 2021 | 7,228,924 | 63,460,065 | ||||||||||||
Temporary Equity, Beginning Balance (in shares) at Mar. 31, 2021 | 124,340,003 | |||||||||||||
Temporary Equity, Beginning Balance at Mar. 31, 2021 | $ 1,342,498 | |||||||||||||
Stock-based compensation | 7,444 | 7,444 | ||||||||||||
Exercise of options (in shares) | 1,812,081 | |||||||||||||
Exercise of options | 1,081 | 1,081 | ||||||||||||
Adjustment to redemption value on Convertible Preferred Stock | 1,011,726 | (1,011,726) | 1,011,726 | |||||||||||
Merger recapitalization- Class A | 330,763 | $ (330,772) | $ (2) | $ 14 | 330,751 | |||||||||
Merger recapitalization- Class A (in shares) | (124,340,003) | (16,261,881) | 140,601,884 | |||||||||||
Merger recapitalization- Class B | 1 | $ (1) | $ (4) | $ 6 | ||||||||||
Merger recapitalization- Class B (in shares) | (7,228,924) | (49,010,265) | 56,239,189 | |||||||||||
Private offering and merger financing, net of redemptions and equity issuance cost | 406,869 | $ 6 | 406,863 | |||||||||||
Issuance of common stock upon acquisition of Apollo Fusion, Inc. (In shares) | 57,489,019 | |||||||||||||
Net loss | (31,297) | (31,297) | ||||||||||||
Ending Balance (in shares) at Jun. 30, 2021 | 198,090,903 | 56,239,189 | ||||||||||||
Ending Balance at Jun. 30, 2021 | 417,014 | $ 20 | $ 6 | 1,757,858 | (1,340,870) | |||||||||
Stock-based compensation | 2,688 | 2,688 | ||||||||||||
Exercise of options (in shares) | 912,760 | |||||||||||||
Exercise of options | 470 | $ 1 | 469 | |||||||||||
Exercise of warrants (In shares) | 472,113 | |||||||||||||
Private offering and merger financing, net of redemptions and equity issuance cost | 33,008 | 33,008 | ||||||||||||
Issuance of common stock upon acquisition of Apollo Fusion, Inc. (In shares) | 2,558,744 | |||||||||||||
Net loss | (16,248) | (16,248) | ||||||||||||
Ending Balance (in shares) at Sep. 30, 2021 | 202,034,520 | 56,239,189 | ||||||||||||
Ending Balance at Sep. 30, 2021 | 436,932 | $ 21 | $ 6 | 1,794,023 | (1,357,118) | |||||||||
Beginning Balance at Dec. 31, 2021 | 436,520 | $ 22 | $ 6 | 1,844,875 | (1,408,383) | |||||||||
Beginning Balance (in shares) at Dec. 31, 2021 | 207,451,107 | 55,539,189 | ||||||||||||
Stock-based compensation | 17,041 | $ (1) | 17,041 | |||||||||||
Issuance Of Common Stock Under Equity Plans, Shares | 1,159,383 | |||||||||||||
Issuance Of Common Stock Under Equity Plans | 793 | 793 | ||||||||||||
Unrealized loss on available-for-sale marketable securities | (155) | $ (155) | ||||||||||||
Net loss | (85,713) | (85,713) | ||||||||||||
Ending Balance (in shares) at Mar. 31, 2022 | 208,610,490 | 55,539,188 | ||||||||||||
Ending Balance at Mar. 31, 2022 | 368,486 | $ 22 | $ 6 | 1,862,709 | (155) | (1,494,096) | ||||||||
Beginning Balance at Dec. 31, 2021 | $ 436,520 | $ 22 | $ 6 | 1,844,875 | (1,408,383) | |||||||||
Beginning Balance (in shares) at Dec. 31, 2021 | 207,451,107 | 55,539,189 | ||||||||||||
Exercise of options (in shares) | 620,145 | |||||||||||||
Adjustment to redemption value on Convertible Preferred Stock | $ 0 | $ 0 | ||||||||||||
Net loss | $ (367,130) | |||||||||||||
Ending Balance (in shares) at Sep. 30, 2022 | 211,824,567 | 55,539,188 | ||||||||||||
Ending Balance at Sep. 30, 2022 | 114,072 | $ 22 | $ 6 | 1,889,759 | (202) | (1,775,513) | ||||||||
Beginning Balance at Mar. 31, 2022 | 368,486 | $ 22 | $ 6 | 1,862,709 | (155) | (1,494,096) | ||||||||
Beginning Balance (in shares) at Mar. 31, 2022 | 208,610,490 | 55,539,188 | ||||||||||||
Stock-based compensation | 12,791 | 12,791 | ||||||||||||
Issuance Of Common Stock Under Equity Plans, Shares | 797,935 | |||||||||||||
Issuance Of Common Stock Under Equity Plans | 27 | 27 | ||||||||||||
Unrealized loss on available-for-sale marketable securities | (78) | (78) | ||||||||||||
Net loss | (82,303) | (82,303) | ||||||||||||
Ending Balance (in shares) at Jun. 30, 2022 | 209,408,425 | 55,539,188 | ||||||||||||
Ending Balance at Jun. 30, 2022 | 298,923 | $ 22 | $ 6 | 1,875,527 | (233) | (1,576,399) | ||||||||
Stock-based compensation | 13,748 | 13,748 | ||||||||||||
Issuance Of Common Stock Under Equity Plans, Shares | 2,057,044 | |||||||||||||
Issuance Of Common Stock Under Equity Plans | 484 | 484 | ||||||||||||
Issuance of common stock upon acquisition of Apollo Fusion, Inc. (In shares) | 359,098 | |||||||||||||
Unrealized loss on available-for-sale marketable securities | 31 | 31 | ||||||||||||
Net loss | (199,114) | (199,114) | ||||||||||||
Ending Balance (in shares) at Sep. 30, 2022 | 211,824,567 | 55,539,188 | ||||||||||||
Ending Balance at Sep. 30, 2022 | $ 114,072 | $ 22 | $ 6 | $ 1,889,759 | $ (202) | $ (1,775,513) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Temporary Equity and Stockholders' Equity (Deficit) (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Jun. 30, 2021 | Sep. 30, 2022 | |
Statement of Stockholders' Equity [Abstract] | ||
Redemption and equity issuance costs | $ 23,337 | $ 23,337 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash flows from operating activities: | ||
Net loss | $ (367,130) | $ (206,517) |
Adjustments to reconcile net loss to cash flows used in operating activities | ||
Stock-based compensation | 43,580 | 20,465 |
Impairment expense | 75,116 | 0 |
Goodwill impairment | 58,251 | 0 |
Depreciation | 9,664 | 2,958 |
Amortization of intangible assets | 2,394 | 938 |
Inventory write-downs | 18,828 | 0 |
Non-cash lease expense | 1,370 | 767 |
Deferred income taxes | 0 | (383) |
Change in fair value of warrant liabilities | 0 | (20,447) |
Gain on forgiveness of PPP note | 0 | (4,850) |
Accretion (amortization) of marketable securities purchased at a premium (discount) | 33 | 0 |
Loss on change in fair value of contingent consideration | 29,249 | 0 |
Loss on extinguishment of convertible notes | 0 | 131,908 |
Loss on extinguishment of convertible notes attributable to related parties | 0 | 1,875 |
Amortization of convertible note discounts | 0 | 315 |
Amortization of convertible note discounts attributable to related parties | 0 | 55 |
Loss on marketable securities | 24 | 0 |
Trade accounts receivable | (3,107) | 0 |
Inventories | (15,466) | (4,246) |
Prepaid and other current assets | 3,768 | (13,935) |
Other non-current assets | (1,278) | (101) |
Accounts payable | 2,990 | 1,333 |
Lease liabilities | (1,207) | (861) |
Accrued expenses and other current liabilities | (2,125) | 11,355 |
Other non-current liabilities | 10,431 | (205) |
Net cash used in operating activities | (134,615) | (79,576) |
Cash flows from investing activities: | ||
Acquisition of Apollo, net of cash acquired | 0 | (19,360) |
Acquisition of trademark | (850) | (3,200) |
Purchases of marketable securities | (136,445) | 0 |
Proceeds from sales of marketable securities | 6,000 | 0 |
Proceeds from maturities of marketable securities | 47,250 | 0 |
Purchases of property, plant and equipment | (40,043) | (18,720) |
Net cash used in investing activities | (124,088) | (41,280) |
Cash flows from financing activities: | ||
Proceeds From Business Combination And Private Offering | 0 | 463,648 |
Borrowings on Pendrell bridge loan | 0 | 10,000 |
Repayment on Pendrell bridge loan | 0 | (10,000) |
Proceeds from issuance of Series C preferred stock | 0 | 30,000 |
Issuance cost of Series C preferred stock | 0 | (94) |
Repayments on term loans | 0 | (2,800) |
Repayments on equipment advances | 0 | (3,636) |
Proceeds from stock issued under equity plans | 1,304 | 1,779 |
Net cash provided by financing activities | 1,304 | 488,897 |
Net increase (decrease) in cash and cash equivalents | (257,399) | 368,041 |
Cash and cash equivalents at beginning of period | 325,007 | 10,611 |
Cash and cash equivalents at end of period | 67,608 | 378,652 |
Non-cash investing and financing activities: | ||
Conversion of Series A, Series B, Series C, and Founders' convertible preferred into common stock | 0 | 330,764 |
Assets acquired included in accounts payable accrued expenses and other current liabilities | 2,777 | 4,903 |
Public and private placement of warrants acquired as part of business combination | 0 | 56,786 |
Change in redemption value of Convertible Preferred Stock | 0 | 1,011,726 |
Fair Value of Contingent Consideration Provided Upon Acquisition of Apollo Fusion, Inc. | 0 | 23,000 |
Supplemental disclosures of cash flow information: | ||
Cash paid for interest | 15 | 691 |
Common Class A [Member] | ||
Non-cash investing and financing activities: | ||
Issuance of Class A common stock upon acquisition of Apollo Fusion, Inc. | $ 0 | $ 33,008 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Jun. 30, 2021 | Sep. 30, 2022 | |
Statement of Cash Flows [Abstract] | ||
Redemption and equity issuance costs | $ 23,337 | $ 23,337 |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Description of Business, Basis of Presentation and Significant Accounting Policies | Note 1 — Description of Business, Basis of Presentation and Significant Accounting Policies Description of Business Astra Space, Inc. designs, tests, manufactures and operates the next generation of launch services and space products and services that it expects to enable a new generation of global communications, earth observation, precision weather monitoring, navigation, and surveillance capabilities. Astra Space, Inc.'s mission is to Improve Life on Earth from Space ® through greater connectivity and more regular observation and to enable a wave of innovation in low Earth orbit by expanding its space platform offerings. Holicity Inc. (“Holicity”) was originally incorporated in Delaware and was established as a special purpose acquisition company, which completed its initial public offering in August 2020. On June 30, 2021 (the “Closing Date”), Holicity consummated a business combination (the “Business Combination”) pursuant to the Business Combination Agreement dated as of February 2, 2021 (the “BCA”), by and among Holicity, Holicity Merger Sub Inc., a wholly owned subsidiary of Holicity (“Merger Sub”), and Astra Space Operations, Inc. (“pre-combination Astra”). Immediately upon the consummation of the Business Combination, Merger Sub merged with and into pre-combination Astra with pre-combination Astra surviving the merger as a wholly owned subsidiary of Holicity. Holicity changed its name to “Astra Space, Inc.” and pre-combination Astra changed its name to “Astra Space Operations, Inc.” Unless the context otherwise requires, “we”, “us”, “our”, “Astra” and the “Company” refers to Astra Space, Inc., the combined company and its subsidiaries following the Business Combination and Astra Space Operations, Inc. prior to the Business Combination. See Note 3 — Acquisitions for further discussion of the Business Combination. The Company’s Class A common stock is listed on the Nasdaq under the symbol “ASTR”. Basis of Presentation and Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of Astra and its subsidiaries, and have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) as determined by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) for financial reporting. The condensed consolidated financial statements included herein are unaudited, and reflect all adjustments which are, in the opinion of management, of a normal recurring nature and necessary for a fair statement of the results for the periods presented. The December 31, 2021 condensed consolidated balance sheet data were derived from Astra’s audited consolidated financial statements included in its Annual Report on Form 10-K for year ended December 31, 2021 as filed with the SEC. All intercompany transactions and balances have been eliminated in consolidation. The operating results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022, or for any other future period. Business Combination On June 30, 2021, the Business Combination pursuant to the BCA, by and among Holicity, Merger Sub, and pre-combination Astra, was accounted for as a reverse recapitalization as pre-combination Astra was determined to be the accounting acquirer under ASC 805. The determination is primarily based on the evaluation of the following facts and circumstances: • the equity holders of pre-combination Astra hold the majority of voting rights in the Company; • the board of directors of pre-combination Astra represent a majority of the members of the board of directors of the Company; • the senior management of pre-combination Astra became the senior management of the Company; and • the operations of pre-combination Astra comprise the ongoing operations of the Company. In connection with the Business Combination, outstanding common stock and preferred convertible stock of the pre-combination Astra was converted into common stock of the Company, par value of $ 0.0001 per share, representing a recapitalization, and the net assets of the Company were acquired and recorded at historical cost, with no goodwill or intangible assets recorded. Pre-combination Astra was deemed to be the predecessor and the condensed consolidated assets and liabilities and results of operations prior to the Closing Date are those of pre-combination Astra. Reported shares and earnings per share available to common stockholders, prior to the Business Combination, have been retroactively restated as shares reflecting the exchange ratio established in the BCA. The number of shares of preferred stock was also retroactively restated based on the exchange ratio. See Note 3 — Acquisitions for additional information. Liquidity The accompanying unaudited condensed consolidated interim financial statements have been prepared assuming the Company will continue as a going concern. The going concern basis of presentation assumes that the Company will continue in operation one year after the date these unaudited condensed consolidated interim financial statements are issued and will be able to realize its assets and discharge its liabilities and commitments in the normal course of business. Pursuant to the requirements of the Financial Accounting Standards Board’s Accounting Standards Codification (“ASC”) Topic 205-40, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern, management must evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for one year from the date these unaudited condensed consolidated interim financial statements are issued. This evaluation does not take into consideration the potential mitigating effect of management’s plans that have not been fully implemented or are not within control of the Company as of the date the unaudited condensed consolidated interim financial statements are issued. When substantial doubt exists, management evaluates whether the mitigating effect of its plans sufficiently alleviates substantial doubt about the Company’s ability to continue as a going concern. The mitigating effect of management’s plans, however, is only considered if both (1) it is probable that the plans will be effectively implemented within one year after the date that the unaudited condensed consolidated interim financial statements are issued, and (2) it is probable that the plans, when implemented, will mitigate the relevant conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the unaudited condensed consolidated interim financial statements are issued. The Company evaluated whether there are any conditions and events, considered in the aggregate, that raise substantial doubt about its ability to continue as a going concern over the next twelve months through November 2023. Since inception, the Company has incurred significant operating losses and has an accumulated deficit of approximately $ 1,775.5 million. As of September 30, 2022, the Company’s existing sources of liquidity included cash and cash equivalents of $ 67.6 million and marketable securities of $ 82.9 million. The Company believes that its current level of cash and cash equivalents and marketable securities are not sufficient to fund commercial scale production and sale of its services and products. These conditions raise substantial doubt regarding its ability to continue as a going concern for a period of at least one year from the date of issuance of these unaudited condensed consolidated financial statements. In order to proceed with the Company’s business plan, the Company will need to raise substantial additional funds through the issuance of additional debt, equity or both. Until such time, if ever, the Company can generate revenue sufficient to achieve profitability, the Company expects to finance its operations through equity or debt financings, which may not be available to the Company on the timing needed or on terms that the Company deems to be favorable. To the extent that the Company raises additional capital through the sale of equity or convertible debt securities, the ownership interest of its stockholders will be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect the rights of common stockholders. Debt financing and equity financing, if available, may involve agreements that include covenants limiting or restricting the Company’s ability to take specific actions, such as incurring additional debt, making acquisitions or capital expenditures or declaring dividends. If the Company is unable to obtain sufficient financial resources, its business, financial condition and results of operations will be materially and adversely affected. The Company may be required to delay, limit, reduce or terminate its product development activities or future commercialization efforts. There can be no assurance that the Company will be able to obtain the needed financing on acceptable terms or at all. In an effort to alleviate these conditions, management continues to seek and evaluate opportunities to raise additional capital through the issuance of equity or debt securities. As an example, on August 2, 2022, the Company entered into a Common Stock Purchase Agreement with B. Riley Principal Capital II LLC ("B. Riley"), which would allow the Company to sell newly issued shares of its Class A Common Stock to B. Riley in aggregate amount not to exceed $ 100.0 million or 19.99 % of the aggregate outstanding Class A and Class B Common Stock of the Company as of August 2, 2022. See Note 13 – Stockholders’ Equity for additional information about this financing arrangement. However, actual sales of shares under the Purchase Agreement will depend on a variety of factors including, among other things, market conditions and the trading price of the Class A Common Stock, and the full amount of capital may not be fully realized. As we seek additional sources of financing, there can be no assurance that such financing would be available to us on favorable terms or at all. Our ability to obtain additional financing in the debt and equity capital markets is subject to several factors, including market and economic conditions, our performance and investor sentiment with respect to us and our industry. As a result of these uncertainties, and notwithstanding management’s plans and efforts to date, there is substantial doubt about the Company’s ability to continue as a going concern. If we are unable to raise substantial additional capital in the near term, our operations and production plans will be scaled back or curtailed. If the funds raised are insufficient to provide a bridge to full commercial production at a profit, our operations could be severely curtailed or cease entirely and we may not realize any significant value from our assets. We have, however, prepared these condensed consolidated financial statements on a going concern basis, assuming that our financial resources will be sufficient to meet our capital needs over the next twelve months. Accordingly, our financial statements do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation. Impairment of long-lived assets, indefinite-lived intangibles and goodwill The Company performs an annual impairment review of goodwill and indefinite-lived intangible assets during the fourth fiscal quarter of each year, and more frequently if the Company believes that indicators of impairment exist. Long-lived assets are tested for recoverability when events or changes in circumstances indicate that their carrying amounts may not be recoverable. As of the third quarter of fiscal year 2022, the Company determined that impairment indicators were present based on the existence of substantial doubt about the Company’s ability to continue as a going concern, a sustained decrease in the Company’s share price and macroeconomic factors. Accordingly, the Company proceeded with the quantitative impairment tests. For indefinite-lived intangible assets, the Company compared the carrying amount of the asset to its fair value, resulting in a non-cash impairment charge, as described further in Note 5 – Goodwill and Intangible Assets. For the long-lived assets, the Company compared the sum of the undiscounted future cash flows attributable to the Launch Services and Space Products asset groups (the lowest level for which identifiable cash flows are available) to their respective carrying amounts and concluded that the Space Products asset group was recoverable. The Launch Services asset group was not recoverable, and the Company proceeded with the comparison of the asset group’s carrying amount to its fair value, resulting in a non-cash impairment charge, as described further in Note 4 – Supplemental Financial Information. For goodwill, the Company compared the carrying amount of the reporting unit to its fair value. During the third quarter of fiscal year 2022, the Company took steps to realign management and internal reporting, resulting in two operating and reportable segments, as described further in Note 16 – Segment Information. In accordance with the accounting guidance under ASC 350, the reorganization triggered a goodwill impairment test based on the reporting structure immediately before the reorganization, as a single reporting unit, resulting in a non-cash impairment charge writing off the entire goodwill balance, as described further in Note 5 – Goodwill and Intangible Assets. Fair values of the Company’s reporting units were determined using the discounted cash flow model and fair value of the tradename was determined using the relief-from-royalty method. Significant inputs include discount rates, growth rates, and cash flow projections, and for the tradename, the royalty rate. These valuation inputs are considered Level 3 inputs as defined by ASC 820 Fair Value Measurement. Impact of the COVID-19 Pandemic The Company has been actively monitoring the ongoing COVID-19 pandemic situation and its impact on the Company’s business while keeping abreast of the latest developments, particularly the variants of the virus, to ensure preparedness for Astra’s employees and its business. The COVID-19 pandemic had disrupted everyday life and markets worldwide, leading to significant business and supply-chain disruption, as well as broad-based changes in supply and demand. The Company has been diligent in testing and monitoring its employees, and there have been disruptions in productivity, although these disruptions have not resulted in suspension of its manufacturing facilities. However, there has been a trend in many parts of the world of increasing availability and administration of vaccines against COVID-19, as well as an easing of restrictions on social, business, travel and government activities and functions. On the other hand, infection rates and regulations continue to fluctuate in various regions and there are ongoing global impacts resulting from the pandemic, including challenges and increases in costs for logistics and supply chains, such as increased intermittent supplier delays and a shortfall of semiconductor supply. Ultimately, the Company cannot predict the duration of the COVID-19 pandemic. The Company will continue to monitor macroeconomic conditions to remain flexible and to optimize and evolve its business as appropriate and deploy its production, workforce and other resources accordingly. Use of Estimates and Judgements The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities in the condensed consolidated financial statements and accompanying notes. The Company bases these estimates on historical experience and on various other assumptions that it believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results could differ significantly from those estimates. Significant items subject to such estimates and assumptions include the valuation of goodwill and long-lived assets, inventory valuation and reserves, stock-based compensation, pre-combination Astra common stock, useful lives of intangible assets and property, plant and equipment, deferred tax assets, income tax uncertainties, contingent consideration, and other contingencies. Significant Accounting Policies Other than those described below, there have been no changes to the Company’s significant accounting policies described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, that have had a material impact on its unaudited condensed consolidated financial statements and related notes. Segment reporting. Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision-maker (“CODM”) in making decisions regarding resource allocation and assessing performance. Prior to the third quarter of fiscal year 2022, the Company operated as one operating and reportable segment, as the CODM reviewed financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources and evaluating financial performance. During the third quarter of fiscal year 2022, the Company took steps to realign management and internal reporting, resulting in two operating and reportable segments: Launch Services and Space Products. The segment reporting for prior periods has been reclassified to conform to the current period presentation. Refer to Note 16 – Segment Information for more information. Marketable securities. Marketable securities consist of U.S. Treasury securities, corporate debt securities, commercial paper, and asset backed securities. The Company classifies marketable securities as available-for-sale at the time of purchase and reevaluates such classification as of each balance sheet date. Interest receivable on these securities is presented in other current assets on the condensed consolidated balance sheets. All marketable securities are recorded at their estimated fair values. When the fair value of a marketable security declines below its amortized cost basis, the carrying value of the security will be reduced to its fair value if it is more likely than not that management is required to sell the impaired security before recovery of its amortized basis, or management has the intention to sell the security. If neither of these conditions are met, the Company determines whether any portion of the decline is due to credit losses. Any portion of that decline attributable to credit losses, to the extent expected to be nonrecoverable before the sale of the security, is recognized in the Company’s condensed consolidated statement of operations. When the fair value of the security declines below its amortized cost basis due to changes in interest rates, such amounts are recorded in accumulated other comprehensive income (loss) and are recognized in the Company’s condensed consolidated statement of operations only if the Company sells or intends to sell the security before recovery of its cost basis. Realized gains and losses are determined based on the specific identification method and are reported in other income (expense), net in the Company’s condensed consolidated statements of operations. |
Revenues
Revenues | 9 Months Ended |
Sep. 30, 2022 | |
Revenues [Abstract] | |
Revenues | Note 2 — Revenues The Company recognizes revenue to reflect the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. Through its current offerings, the Company expects to generate revenue by providing the following goods or services: Launch Services — To provide rapid, global, and affordable launch services to satellite operators and governments in partnership with third-party spaceport providers globally. The launch services include services tied directly to launch along with complementary services that are not part of the Company's fixed pricing for which we charge a separate fee. The Company operated its launches from Pacific Spaceport Complex in Kodiak, Alaska and Cape Canaveral Space Force Station in Cape Canaveral, Florida. The Company is in discussions with SaxaVord UK Spaceport regarding an opportunity to launch from the United Kingdom. Space Products — To design and provide space products based on the customers' needs for a successful satellite launch and other products that the Company may sell in the future. Currently the Company offers two in-space electric propulsion systems. As of September 30, 2022, the Company has entered into contracts for launch services and space products. The Company’s contracts may provide customers with termination for convenience clauses, which may or may not include termination penalties. In some contracts, the size of the contractual termination penalty increases closer to the scheduled launch date. At each balance sheet date, the Company evaluates each contract’s termination provisions and the impact on the accounting contract term, i.e., the period in which the Company has enforceable rights and obligations. This includes evaluating whether there are termination penalties and if so, whether they are considered substantive. The Company applies judgment in determining whether the termination penalties are substantive. In July 2022, the Company decided to focus on the development and production of the next version of its launch system. As a result, the Company has discontinued the production of launch vehicles supported by its current launch system and does not plan to conduct any further commercial launches in 2022. The Company has begun discussions with customers for whom it agreed to launch payloads on launch vehicles supported by its old launch system and the shift of those flights to launch vehicles supported by our new launch vehicle. If a customer terminates its contract with the Company due to the shifting of the flights, the customer may not be obligated to pay the termination for convenience penalties. As of September 30, 2022, the Company has not incurred any termination penalties in launch services as a result of the shifting of flights. Recognition of Revenue The work performed by the Company in fulfilling launch services and space products performance obligations is not expected to create an asset to the customer since the launch vehicle that is built to deliver the customer’s payload into orbit will not be owned by the customer or the propulsion systems that are built to thrust the customers' satellite into orbit will not be owned by the customer until they are delivered to the customer. The Company recognizes revenue at a point in time upon satisfaction of the performance obligations under its launch services and space products agreements . The following table presents revenue disaggregated by type of revenue for the periods presented: Three Months Ended Nine Months Ended 2022 2021 2022 2021 Launch services $ — $ — $ 5,899 $ — Space products 2,777 — 3,471 — Total revenues $ 2,777 $ — $ 9,370 $ — Contracts with governmental entities involving research and development milestone activities do not represent contracts with customers under ASC 606 and as such, amounts received are recorded in other income (expense), net in the condensed consolidated statements of operations. No such income was recorded for the three months ended September 30, 2022. The Company recorded $ 0.4 million in other income for the nine months ended September 30, 2022. No such income was recorded for the three and nine months ended September 30, 2021. Contract Balances and Remaining Performance Obligations Contract balances. Contract assets and liabilities represent the differences in the timing of revenue recognition from the receipt of cash from the Company’s customers and billings. Contract assets reflect revenue recognized and performance obligations satisfied in advance of customer billing. Contract liabilities relate to payments received in advance of the satisfaction of performance under the contract. Receivables represent rights to consideration that are unconditional. Such rights are considered unconditional if only the passage of time is required before payment of that consideration is due. The Company had no contract assets as of September 30, 2022 and December 31, 2021. The Company had contract liabilities of $ 18.0 million and $ 10.4 million as of September 30, 2022 and December 31, 2021, respectively. The Company recognized revenue of $ 0.3 million and $ 5.2 million during the three and nine months ended September 30, 2022 , respectively, that was included in the contract liabilities balance at the beginning of the period. No revenue was recognized for the three and nine months ended September 30, 2021. Remaining performance obligations . Revenue allocated to remaining performance obligations represents the transaction price allocated to the performance obligations that are unsatisfied, or partially unsatisfied. It includes unearned revenue and amounts that will be invoiced and recognized as revenue in future periods and does not include contracts where the customer is not committed. Customers are not considered committed when they are able to terminate their contractual obligations to us without payment of a substantive penalty under the contract. Many of the Company’s contracts allow the customer to terminate the contract prior to launch or delivery without a substantive penalty, and therefore the enforceable contract is for a period less than the stated contractual term. Further, the Company has elected not to disclose the value of unsatisfied performance obligations for contracts with an original expected length of one year or less. The Company had unsatisfied performance obligations of $ 40.6 million as of September 30, 2022. |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 2022 | |
Business Combinations [Abstract] | |
Acquisitions | Note 3 — Acquisitions Acquisition of Apollo Fusion, Inc. On July 1, 2021, or the Apollo Acquisition Date, the Company, through its wholly owned indirect subsidiary, merged with Apollo Fusion, Inc. ("Apollo"). The results of Apollo’s operations have been included in the unaudited condensed consolidated financial statements since that date. Apollo designs, tests, manufactures and operates propulsion modules to enable satellites to orbit in space. The fair value of the consideration paid as of July 1, 2021, was $ 70.8 million, net of cash acquired (the "Apollo Merger"), which consisted of the following: Purchase Consideration (in thousands) Cash paid for outstanding Apollo common stock and options $ 19,926 Fair value of Astra Class A common stock issued 33,008 Fair value of contingent consideration 18,400 Total purchase consideration 71,334 Less: cash acquired 566 Total purchase consideration, net of cash acquired $ 70,768 The fair value of the shares of Class A common stock issued in the Apollo Merger was determined based on the closing market price of the Company’s Class A common stock on the Apollo Acquisition Date. The vesting of all unvested stock options of Apollo granted prior to the Apollo Acquisition Date were accelerated prior to the acquisition and were then cancelled in exchange for a right of each option-holder to cash, equity and contingent consideration based on their pro-rata percentage, assuming all stock options of Apollo had been exercised. The contingent consideration requires the Company to pay up to $ 75.0 million of additional consideration to Apollo’s former shareholders and option-holders, if Apollo meets certain customer revenue related milestones over a two and half year period ending on December 31, 2023. The contingent consideration is earned, which is a combination of total contract value and relevant payout ratio, if the contract with the customer is entered into after the acquisition date and 25 % of revenue under the contract is recognized by December 31, 2023 under ASC 606. Contingent consideration is payable on a quarterly basis based on the milestones achieved. The fair value of the contingent consideration arrangement at the acquisition date was $ 18.4 million. The Company estimated the fair value of the contingent consideration using a Monte Carlo simulation model. This fair value measurement is based on significant inputs not observable in the market and thus represents a Level 3 measurement as defined in ASC 820. As of September 30, 2022, the contingent consideration recognized increased to $ 43.0 million as a result of changes in forecasted revenues subject to milestone payments and the passage of time. The Company has recognized $ 24.6 million in cumulative net losses on changes in fair value of contingent consideration from the Apollo Acquisition Date, of which $ 12.0 million and $ 29.2 million in loss was recognized in the condensed consolidated statement of operations for the three and nine months ended September 30, 2022, respectively. An additional $ 10.0 million of cash ("Cash Earnout") will be paid to employees of Apollo that joined Astra, subject to certain vesting conditions, as amended. The Cash Earnout is accounted for as compensation expense over the requisite service period in the post-acquisition period as the payment is subject to the employee's continued employment with the Company. The Company has recognized $ 8.4 million in compensation cost from the Apollo Acquisition Date, of which $ 2.6 million in compensation cost was recognized in research and development expense in the condensed consolidated statement of operations for the nine months ended September 30, 2022. During the third quarter of 2022, the agreement was amended to remove the performance conditions and the Company paid $ 1.7 million to fulfill the Company’s remaining obligation under the Cash Earnout as of September 30, 2022. The remaining accrued liability of $ 1.9 million was written off as of September 30, 2022, since the total eligible compensation under the Cash Earnout was fully paid. In addition, the Company awarded 1,047,115 Performance Stock Units ("PSUs") to employees of Apollo that joined Astra, subject to certain performance-based milestones, as amended, and other vesting provisions. The PSUs are accounted for as compensation expense over the requisite service period in the post-acquisition period as the vesting of PSUs is subject to time-based and performance-based vesting conditions. During the third quarter of 2022, the performance stock award agreements were amended to remove the performance-based milestone as a vesting condition. The PSUs now are only subject to vesting based on the applicable employees’ years of service. See Note 14 — Stock-Based Compensation for additional information. The Company allocated the fair value of the purchase consideration to the tangible assets, liabilities and intangible assets acquired, based on the fair values as of the acquisition date. We have completed the valuation as of March 31, 2022. The excess purchase price over those fair values is recorded as goodwill. The valuation assumptions of acquired assets and assumed liabilities require significant estimates, especially with respect to intangible assets. The final purchase consideration allocation is presented in the following table. (in thousands) Fair Value Inventory $ 131 Prepaid and other current assets 796 Property, plant and equipment 996 Right of use assets 163 Goodwill 58,251 Intangible assets 15,350 Other non-current assets 75 Total assets acquired 75,762 Accounts payable ( 950 ) Accrued expenses and other current liabilities ( 1,939 ) Operating lease obligation ( 163 ) Other non-current liabilities ( 1,942 ) Total liabilities assumed ( 4,994 ) Fair value of net assets acquired $ 70,768 Goodwill is primarily attributable to the assembled workforce and anticipated synergies expected from the integration of the Apollo business. The synergies include operating efficiencies, and other strategic benefits projected to be achieved as a result of the Apollo Merger. Goodwill is not deductible for tax purposes. There were $ 2.8 million and $ 3.5 million of revenues recorded during the three and nine months ended September 30, 2022, respectively, related to Apollo. It was impracticable to determine the effect on net income attributable to Apollo as the Company had integrated a substantial portion of Apollo into its ongoing operations during the year. Intangible Assets Fair Value Weighted-Average Amortization Periods (in thousands) (in years) Developed technology $ 12,100 6 Customer contracts and related relationships 2,900 3 Order backlog 200 1 Tradename 150 2 Total identified intangible assets $ 15,350 Developed technology relates to propulsion modules. The Company valued the developed technology using the relief-from-royalty method under the income approach. This method is based on the application of a royalty rate to forecasted revenue that are expected to be generated by developed technology. The economic useful life was determined based on the technology cycle related to the developed technology, as well as the cash flows over the forecast period. Customer contracts and related relationships represent the fair value of future projected revenue that will be derived from sales of products to existing customers of Apollo. Customer contracts and related relationships were valued using the multi-period excess earnings method under the income approach. This method reflects the present value of the projected cash flows that are expected to be generated by the customer contracts and related relationships less charges representing the contribution of other assets to those cash flows. The economic useful life was determined based on historical customer turnover rates. Order backlog represents business under existing contractual obligations. The fair value of backlog was determined using the multi-period excess earnings method under the income approach based on expected operating cash flows from future contractual revenue. The economic useful life was determined based on the expected life of the backlog and the cash flows over the forecast period. Trade name relates to the “Apollo” trade name. The fair value was determined by applying the relief-from-royalty method under the income approach. This method is based on the application of a royalty rate to forecasted revenue under the trade name. The economic useful life was determined based on the expected life of the trade name and the cash flows anticipated over the forecast period. The Company believes the amounts of purchased intangible assets recorded above represent the fair values of, and approximate the amounts a market participant would pay for, these intangible assets as of the Apollo Acquisition Date. Unaudited Pro Forma Information The following unaudited pro forma financial information presents combined results of operations for each of the periods presented, as if Apollo had been acquired as of the beginning of fiscal year 2020. The unaudited pro forma results include certain pro forma adjustments to revenue and net loss that were directly attributable to the acquisition including transaction costs and amortization of intangible assets. Transactions costs of approximately $ 4.4 million are assumed to have occurred on January 1, 2020 and are recognized as if incurred in the first quarter of 2020. Of these transaction costs, $ 0.4 million are incurred by Apollo and $ 4.0 million are incurred by the Company. Intangible assets are assumed to be recognized at their assigned fair values as of the pro forma close date of January 1, 2020 and are amortized over their estimated useful lives. The amortization expenses were $ 0.8 million and $ 2.5 million for the three and nine months ended September 30, 2021, respectively. The unaudited pro forma information presented below is for informational purposes only and is not necessarily indicative of our consolidated results of operations of the combined business had the acquisition actually occurred at the beginning of fiscal year 2020 or of the results of our future operations of the combined business. in thousands For the Three Months Ended September 30, 2021 For The Nine Months Ended September 30, 2021 Pro forma net revenues $ — $ 400 Pro forma net loss and net loss attributable to common stockholders $ ( 13,038 ) $ ( 207,789 ) Reverse Recapitalization On June 30, 2021, pre-combination Astra Space, Inc. and Holicity Inc. consummated the Business Combination contemplated by the BCA, with pre-combination Astra surviving the merger as a wholly owned subsidiary of Holicity. Upon consummation of the Business Combination, Holicity changed its name to Astra Space, Inc., and pre-combination Astra changed its name to Astra Space Operations, Inc. Immediately following the Business Combination, there were 198,090,903 shares of Class A common stock and 56,239,189 shares of Class B common stock issued and outstanding with a par value of $ 0.0001 . Additionally, there were outstanding options to purchase an aggregate of 5,993,412 shares of Class A common stock and outstanding warrants to purchase 15,813,829 shares of Class A common stock. The Business Combination was accounted for as a reverse recapitalization in accordance with GAAP as pre-combination Astra has been determined to be the accounting acquirer. Under this method of accounting, while Holicity was the legal acquirer, it has been treated as the “acquired” company for financial reporting purposes. Accordingly, the Business Combination was treated as the equivalent of pre-combination Astra issuing stock for the net assets of Holicity, accompanied by a recapitalization. The net assets of Holicity were stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination are those of pre-combination Astra. 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 BCA ( approximately one pre-combination Astra share to 0.665 of the Company's shares ). The most significant change in the post-combination Company’s reported financial position and results was an increase in cash, net of transactions costs, of $ 463.6 million, including $ 200.0 million in gross proceeds from the private placements (the “PIPE”). In connection with the Business Combination, $ 25.2 million of transaction costs were paid on the Closing Date. Additionally, on the Closing Date, the Company repaid the short-term promissory notes with Pendrell (the “Bridge Loan”) of $ 10.4 million, which included principal of $ 10.0 million and end of term fee of $ 0.4 million as of June 30, 2021. The Company also repaid the outstanding principal and interest of $ 4.6 million for the term loan and equipment advances with Silicon Valley Bank. Refer to Note 6 – Long-term Debt. The Company incurred $ 25.5 million in transaction costs relating to the merger with Holicity, of which $ 23.3 million has been recorded against additional paid-in capital in the Condensed Consolidated Balance Sheets and the remaining amount of $ 2.2 million was recognized as general and administrative expenses on the Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2021. On the date of the Business Combination, the Company recorded a liability related to the Public and Private Placement Warrants of $ 56.8 million, with an offsetting entry to additional paid-in capital. In relation to the Public and Private Placement Warrants, the Company recognized a portion of pre-combination Astra’s capitalizable transaction costs relating to the merger with Holicity, using the relative fair value method, as general and administrative expenses in the Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2021. Upon closing of the Business Combination, the shareholders of Holicity, including Holicity founders, were issued 37,489,019 shares of Class A common stock. In connection with the Closing, holders of 10,981 shares of common stock of Holicity were redeemed at a price per share of $ 10.00 . In connection with the Closing 20,000,000 shares were issued to PIPE investors at a price per share of $ 10.00 . The number of shares of Class A common stock issued immediately following the consummation of the Business Combination were: Common stock of Holicity 29,989,019 Holicity founder shares 7,500,000 Shares issued in PIPE 20,000,000 Business Combination and PIPE shares 57,489,019 Pre-combination Astra shares 140,601,884 Total shares of Class A common stock immediately after Business Combination 198,090,903 In addition, in connection with the consummation of the Business Combination, 56,239,189 shares of Class B common stock were issued to two executive officers and founders of the Company: Chris Kemp and Adam London in exchange for an aggregate 73,699,647 shares of common stock and an aggregate 10,870,562 shares of Founders Preferred Stock of pre-combination Astra. |
Supplemental Financial Informat
Supplemental Financial Information | 9 Months Ended |
Sep. 30, 2022 | |
Supplemental Financial Information Abstract | |
Supplemental Financial Information | Note 4 — Supplemental Financial Information Inventories in thousands As of September 30, 2022 As of December 31, 2021 Raw materials $ 1,015 $ 5,775 Work in progress 4,159 941 Finished goods — 959 Inventories $ 5,174 $ 7,675 There were no inventory write-downs recorded during the three months ended September 30, 2022. There were $ 18.8 million of inventory write-downs recorded within cost of revenues during the nine months ended September 30, 2022, of which $ 10.2 million related to the discontinuance of production of the current version of its launch vehicle as the Company focuses on developing the new version of its launch system . There were no inventory write-downs recorded during the three and nine months ended September 30, 2021. Property, Plant and Equipment, net Presented in the table below are the major classes of property, plant and equipment: in thousands As of September 30, 2022 As of December 31, 2021 Construction in progress $ 6,381 $ 39,246 Computer and software 6,501 3,092 Leasehold improvements 58,255 14,177 Research equipment 14,478 8,935 Production equipment 23,439 10,442 Furniture and fixtures 1,523 1,001 Total property, plant and equipment 110,577 76,893 Less: accumulated depreciation ( 20,241 ) ( 10,577 ) Less: accumulated impairment charges ( 70,288 ) — Property, plant and equipment, net $ 20,048 $ 66,316 Depreciation expense amounted to $ 3.7 million and $ 0.8 million for the three months ended September 30, 2022 and 2021 , respectively. Depreciation expense amounted to $ 9.7 million and $ 3.0 million for the nine months ended September 30, 2022 and 2021, respectively. The Company recorded a non-cash impairment charge of $ 70.3 million primarily related to leasehold improvements, production equipment and research equipment of Launch Services in the condensed consolidated statements of operations for the three and nine months ended September 30, 2022. No impairment charges were recorded for the three and nine months ended September 30, 2021. See Note 1 – Description of Business, Basis of Presentation and Significant Accounting Policies, for discussion of triggers for impairment as of September 30, 2022. Accrued Expenses and Other Current Liabilities in thousands As of September 30, 2022 As of December 31, 2021 Employee compensation and benefits $ 5,882 $ 9,927 Contract liabilities, current portion 12,028 10,162 Construction in progress related accruals 1,072 3,726 Accrued expenses 5,280 3,464 Other (miscellaneous) 3,120 2,620 Accrued expenses and other current liabilities $ 27,382 $ 29,899 Other Non-Current Liabilities in thousands As of September 30, 2022 As of December 31, 2021 Contract liabilities, net of current portion 6,013 149 Other (miscellaneous) 1,264 750 Other non-current liabilities $ 7,277 $ 899 Other (Expense) Income, Net Three Months Ended September 30, Nine Months Ended September 30, in thousands 2022 2021 2022 2021 Change in fair value of warrant liabilities $ — $ 20,447 $ — $ 20,447 Gain on forgiveness of PPP note — 4,850 — 4,850 Other (miscellaneous) ( 25 ) 598 314 ( 120 ) Other (expense) income, net $ ( 25 ) $ 25,895 $ 314 $ 25,177 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Note 5 — Goodwill and Intangible Assets Goodwill The following table summarizes the changes in the carrying amount of goodwill: (in thousands) Carrying Amount Accumulated Impairment Charge Net Book Value Goodwill $ 58,251 $ ( 58,251 ) $ — The Company recorded a pre-tax impairment charge of $ 58.3 million for the three and nine months ended September 30, 2022, respectively, fully impairing its goodwill balance. There was no impairment charge for the three and nine months ended September 30, 2021. See Note 1 – Description of Business, Basis of Presentation and Significant Accounting Policies for discussion of events triggering the goodwill impairment test. Intangible Assets in thousands Gross Carrying Amount Accumulated Impairment Charge Accumulated Amortization Net Book Value As of September 30, 2022: Definite-lived intangible assets Developed technology $ 12,100 $ ( 2,191 ) $ ( 2,521 ) $ 7,388 Customer contracts and related relationship 2,900 ( 517 ) ( 1,208 ) 1,175 Order backlog 200 — ( 200 ) — Trade names 150 ( 27 ) ( 94 ) 29 Intangible assets subject to amortization 15,350 ( 2,734 ) ( 4,023 ) 8,593 Indefinite-lived intangible assets Trademarks 4,200 ( 2,094 ) — 2,106 Total $ 19,550 $ ( 4,828 ) $ ( 4,023 ) $ 10,699 The Company recorded a pre-tax impairment charge of $ 4.8 million for the three and nine months ended September 30, 2022, respectively. There was no impairment charge for the three and nine months ended September 30, 2021. See Note 1 – Description of Business, Basis of Presentation and Significant Accounting Policies for discussion of events triggering the impairment assessment of definite-lived and indefinite-lived intangible assets. in thousands Gross Carrying Amount Accumulated Amortization Net Book Value As of December 31, 2021: Definite-lived intangible assets Developed technology $ 12,100 $ ( 1,008 ) $ 11,092 Customer contracts and related relationship 2,900 ( 483 ) 2,417 Order backlog 200 ( 100 ) 100 Trade names 150 ( 38 ) 112 Intangible assets subject to amortization 15,350 ( 1,629 ) 13,721 Indefinite-lived intangible assets Trademarks 4,200 — 4,200 Total $ 19,550 $ ( 1,629 ) $ 17,921 Based on the amount of intangible assets as of September 30, 2022, the expected amortization expense for each of the next five years and thereafter is as follows: in thousands Expected Amortization Expense 2022 (remainder) $ 567 2023 2,247 2024 1,891 2025 1,555 2026 1,555 Thereafter 778 Total Intangible assets subject to amortization $ 8,593 |
Long-term Debt
Long-term Debt | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Note 6 — Long-Term Debt There is no short-term and long-term debt outstanding as of September 30, 2022 and December 31, 2021, respectively. In connection with the Business Combination, all outstanding debt with the exception of the Paycheck Protection Program note was paid on June 30, 2021. Refer to Note – 3 Acquisitions. In August 2021, the Company's application for forgiveness of the Paycheck Protection Program note was approved in the full amount of the outstanding principal balance and accrued interest. Term Loan and Equipment Advances On December 25, 2018, the Company entered into a loan agreement (the “2018 Loan Agreement”) with Silicon Valley Bank (“SVB”). Pursuant to the 2018 Loan Agreement, the Company could borrow up to a total of $ 3.0 million term loans (“2018 Term Loans”) and $ 7.0 million equipment loans (“2018 Equipment Advances”) with access period ended on April 30, 2020 for 2018 Term Loans and June 30, 2019 for 2018 Equipment Advances. Amounts borrowed under the 2018 Loan Agreement were repaid prior to or on June 30, 2021. In connection with the execution of the 2018 Loan Agreement, the Company entered into a 2018 warrant agreement which granted certain warrants to SVB (the “Warrants”). The Warrants were issued in one initial tranche on December 25, 2018 and three subsequent tranches in 2019 each time the Company made an additional debt draw under the 2018 Loan Agreement. Pursuant to the warrant agreement, SVB had the option to purchase an aggregate of 480,520 shares of Class A common stock. The warrants had a weighted average exercise price of $ 0.24 per share and were exercisable for a period of 10 years. The Company accounted for all the Warrants issued as equity instruments since the Warrants were indexed to the Company’s common shares and met the criteria for classification in stockholders’ equity. In July 2021, SVB exercised all the outstanding Warrants and the Company issued 472,113 shares of Company's Class A Common Stock, net of exercise price. Paycheck Protection Program Note (“PPP Note”) On April 20, 2020, the Company received loan proceeds of approximately $ 4.9 million under the Paycheck Protection Program (“PPP”), offered by the U.S. Small Business Administration (the “SBA”) pursuant to Title 1 of the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”). The PPP Note proceeds were available to be used to pay for payroll costs, including salaries, commissions, and similar compensation, group health care benefits, and paid leaves, rent and utilities, and mortgage interest payments. The PPP Note was subject to forgiveness to the extent proceeds were used for payroll costs, including payments required to continue group health care benefits, and certain rent, utility, and mortgage interest expenses (collectively, “Qualifying Expenses”), pursuant to the terms and limitations of the PPP Note. The Company used the PPP Note amount intended for Qualifying Expenses. During the three months ended March 31, 2021, the Company submitted a forgiveness application to its lender seeking full forgiveness of the PPP Note. On August 24, 2021, the Company received notice from the lender that the Small Business Administration has approved the application for forgiveness of the PPP Note in the full amount. Convertible Notes Issuance of Convertible Notes From June 2019 through July 2019, the Company issued $ 14.8 million of convertible promissory notes (the “June 2019 Convertible Notes”) to certain investors. The June 2019 Convertible Notes matured on June 10, 2021 and accrued interest at 2.37 % or 2.13 %, compounded annually on basis of 360-days year of twelve 30-day months. Principal and any accrued but unpaid interest were due and payable at maturity. From October 2019 through December 2020, the Company issued $ 45.0 million of convertible promissory notes (the “October 2019 Convertible Notes” and collectively with the June 2019 Convertible Notes, the “Convertible Notes”) to certain investors. The October 2019 Convertible Notes matured on October 1, 2021 and accrued interest at 1.69 %, 1.59 % or 1.85%, compounded annually on basis of 360-days year of twelve 30-day months. Principal and any accrued but unpaid interest were due and payable at maturity. Settlement of Convertible Notes On January 28, 2021, the Company entered a stock purchase agreement with certain investors to close the issuance of Series C convertible preferred stock at a cash purchase price of $ 6.62 per share and settle all outstanding Convertible Notes through Series C convertible preferred stock at a conversion price of $ 1.33 or $ 1.71 per share (“Series C Financing”). The Company issued 38,323,292 shares of Series C Convertible Preferred Shares (pre-combination) for conversion of outstanding Convertible Notes of $ 61.0 million. The June 2019 Convertible Notes were settled pursuant to the contractual conversion upon the Next Equity Financing feature with such financing yielding at least $ 20.0 million in a single transaction. The Company credited the net carrying amount of the June 2019 Convertible Notes of $ 14.5 million, including any unamortized debt discount, to Series C convertible preferred stock with no gain or loss recognized. The October 2019 Convertible Notes were settled based on negotiated terms between the Company and the note holders as the Series C Financing did not meet the definition of Next Equity Financing for the October 2019 Convertible Notes. The Company assessed the economics of the settlement of the October 2019 Convertible Notes and concluded that it should be treated as a privately negotiated debt redemption/settlement transaction where debt extinguishment accounting should be applied. Therefore, the Company derecognized the net carrying amount, including any unamortized debt discount, of the October 2019 Convertible Notes of $ 42.6 million and recognized the Series C convertible preferred stock issued specifically to settle the October 2019 Convertible Notes at fair value as the reacquisition consideration. Accrued and unpaid interest of $ 0.6 million was settled and not paid in cash and therefore it was included in calculating the extinguishment loss. The difference between the net carrying amount of the October 2019 Convertible Notes, plus accrued and unpaid interest, and the reacquisition consideration was recorded as a loss on extinguishment in the condensed consolidated statement of operations for the nine months ended September 30, 2021. The Company issued in aggregate 26,727,308 shares of Series C convertible preferred stock (pre-combination) to settle the October 2019 Convertible Notes. The fair value of the Series C convertible preferred stock was determined to be $ 176.9 million using the cash purchase price of $ 6.62 per share on January 28, 2021. These October 2019 Convertible Notes had a carrying amount plus accrued and unpaid interest of $ 43.2 million upon settlement. The difference of $ 133.8 million was recognized as a loss on extinguishment on the Company’s condensed consolidated statement of operations for the nine months ended September 30, 2021. Bridge Loan On May 20, 2021, the Company entered into a short-term promissory note (the “Bridge Loan”) with Pendrell as the lender, pursuant to which Pendrell agreed to make available to the Company up to $ 20.6 million in borrowings. Pendrell is the parent of X-icity Holdings Corporation, the sponsor of Holicity. The interest rate on the Bridge Loan borrowings was a fixed rate of 5.00 % per annum. However, if repaid in full in connection with the closing of the Business Combination, then no interest will be due and payable. The Company was required to pay an upfront fee in the amount of 1.00 % of the principal amount and an end of term fee in the amount of 2.00 % of the principal amount. The funds drawn on the Bridge Loan may be prepaid by the Company at any time. The Bridge Loan matures upon the earliest of (a) the closing of the Business Combination, (b) 60 days following the abandonment of the Business Combination and (c) the date when the commitment amount is otherwise paid in full or accelerated pursuant to the terms of the Bridge Loan. Under the terms of the Bridge Loan, the Company borrowed $ 10.0 million in June 2021, and subsequently paid off the outstanding principal and end of term fee totaling $ 10.4 million on June 30, 2021. Refer to Note – 3 Acquisitions. |
Warrant Liabilities
Warrant Liabilities | 6 Months Ended |
Jun. 30, 2022 | |
Disclosure Text Block [Abstract] | |
Warrant Liabilities Text Block | Note 7 — Warrant Liabilities As part of Holicity’s initial public offering ("IPO") in 2020, Holicity issued 9,999,976 warrants to third party investors, and each whole warrant entitled the holder to purchase one share of the Company's Class A common stock at an exercise price of $ 11.50 per share (the “Public Warrants”). Simultaneously with the closing of the IPO, Holicity completed the private sale of 5,333,333 warrants to Holicity’s sponsor (“Private Placement Warrants”) and each Private Placement Warrant allowed the sponsor to purchase one share of the Company's Class A common stock at $ 11.50 per share. The Private Placement Warrants and the shares of common stock issuable upon the exercise of the Private Placement Warrants were not transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants were exercisable for cash or on a cashless basis, at the holder’s option, and were non-redeemable so long as they were held by the initial purchasers or their permitted transferees. If the Private Placement Warrants were held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrant. The Company accounted for Public Warrants and Private Placement Warrants as liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in FASB ASC 480, Distinguishing Liabilities from Equity ("ASC 480") and ASC 815, Derivatives and Hedging ("ASC 815"). Specifically, the exercise of the Public and Private Placement Warrants may be settled in cash upon the occurrence of a tender offer or exchange that involves 50 % or more of the Company’s Class A shareholders. Because not all of the Company’s shareholders needed to participate in such tender offer or exchange to trigger the potential cash settlement and the Company did not control the occurrence of such an event, the Company concluded that the Public Warrants and Private Placement Warrants did not meet the conditions to be classified in equity. Since the Public and Private Placement Warrants met the definition of a derivative under ASC 815, the Company recorded these warrants as liabilities on the balance sheet at fair value upon the closing of the Business Combination, with subsequent changes in their respective fair values recognized in the consolidated statement of operations at each reporting date. On November 26, 2021, the Company issued a notice of redemption to redeem all of its Public Warrants and Private Placement Warrants ("Redeemable Warrants") outstanding as of December 27, 2021. Under the Warrant Agreement, the Company was entitled to redeem not less than all of the outstanding Redeemable Warrants at a Redemption Price of $ 0.10 per Redeemable Warrant, provided that the last reported sales price of the Class A common stock had been at least $ 10.00 per share on the trading day prior to the date on which notice of redemption is given, and further provided that there is an effective registration statement covering the shares of Class A common stock issuable upon exercise of the Redeemable Warrants and a current prospectus relating thereto, available through the Redemption Date. Under the notice of redemption, Company required holders of the Redeemable Warrants to exercise their Warrants on a cashless basis, (the “Cashless Exercise Option”) and holders were not permitted to exercise Redeemable Warrants by paying the $ 11.50 per share exercise price in cash. Pursuant to the Cashless Exercise Option, an exercising holder of the Redeemable Warrants received a number of shares of Class A common stock (the “Exercise Shares”) equal to the quotient obtained by dividing the product of the number of shares of Class A common stock underlying the Redeemable Warrants, multiplied by the excess of the fair market value of the Class A common stock over the exercise price of the Redeemable Warrants by the fair market value. Since the fair market value was less than the exercise price of the Redeemable Warrants, no Exercise Shares would have been issued if a holder would have elected to exercise its Redeemable Warrant pursuant to the Cashless Exercise Option. Alternatively, holders of the Redeemable Warrants were entitled to elect to receive, in lieu of the redemption price or exercising their Redeemable Warrants pursuant to the Cashless Exercise Option, 0.2560374 shares of Class A common stock for each Redeemable Warrants. In connection with the redemption, the holders of 9,413,895 Public Warrants and 5,333,333 Private Placement Warrants elected to receive, in lieu of the redemption price, an aggregate 3,775,709 shares of Class A common stock at 0.2560374 shares of Class A Common Stock per Warrant. A total of 586,075 Public Warrants remained unexercised as of December 27, 2021 and the Company redeemed the Public Warrants for a redemption price of $ 0.10 per Redeemable Warrant on December 27, 2021. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 8 — Income Taxes The Company computes its provision for income taxes by applying the estimated annual effective tax rate to year-to-date income from recurring operations and adjust the provision for discrete tax items recorded in the period. There has historically been no federal or state provision for income taxes because the Company has incurred operating losses and maintains a full valuation allowance against its net deferred tax assets. For the three and nine months ended September 30, 2022, the Company recognized no provision for income taxes consistent with the losses incurred and the valuation allowance against the deferred tax assets. For the three and nine months ended September 30, 2021, the Company recognized a tax benefit of $ 0.4 million primarily due to the change in the realizability of certain U.S. deferred tax assets as a result of the Apollo Fusion Inc. acquisition. Utilization of net operating loss carryforwards, tax credits and other attributes may be subject to future annual limitations due to the ownership change limitations provided by Section 382 of the Internal Revenue Code and similar state provisions. The Company files income tax returns in the U.S. federal jurisdiction and various states. The Company is not currently under examination by income tax authorities in federal, state or other jurisdictions. All tax returns will remain open for examination by the federal and state authorities for three and four years, respectively, from the date of utilization of any net operating loss or credits. On August 16, 2022, the U.S. enacted the Inflation Reduction Act of 2022, which, among other things, implements a 15 % minimum tax on book income of certain large corporations, a 1 % excise tax on net stock repurchases and several tax incentives to promote clean energy. Based on our current analysis of the provisions, we do not believe this legislation will have a material impact on our consolidated financial statements. The Company will continue to monitor for additional guidance related to the Act. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Leases | Note 9 — Leases The Company has operating leases for warehouse, production, and office facilities and equipment. Lease contracts have remaining lease terms of less than one year to seven years , some of which include options to extend the term by up to 5 years . The Company included renewal options that are reasonably certain to be exercised as part of the lease term. Additionally, some lease contracts include termination options. The Company does not expect to exercise the majority of termination options and generally excludes such options when determining the term of leases. The operating lease costs were $ 1.0 million and $ 0.5 million for the three months ended September 30, 2022 and 2021, respectively. The operating lease costs were $ 1.9 million and $ 1.2 million for the nine months ended September 30, 2022 and 2021, respectively. For the three and nine months ended September 30, 2022 and 2021, the Company did not have material short-term leases. The weighted average remaining lease term was 4.93 years and 6.68 years as of September 30, 2022 and December 31, 2021 , respectively. The weighted average discount rate was 8.21 % as of September 30, 2022 and 7.34 % as of December 31, 2021. Cash flows arising from lease transactions for the three and nine months ended September 30, 2022 and 2021 were as follows (in thousands): For the Three Months Ended September 30, Nine Months Ended September 30, in thousands 2022 2021 2022 2021 Cash paid for amounts included in the measurements of lease $ ( 893 ) $ ( 484 ) $ ( 1,834 ) $ ( 1,254 ) Right-of-use assets obtained in exchange for operating leases liabilities $ 6,949 $ — $ 7,200 $ — Future minimum lease payments under non-cancellable leases in effect as of September 30, 2022 are as follows (in thousands): Operating 2022 (remainder) $ 1,010 2023 4,069 2024 3,941 2025 3,233 2026 2,075 Thereafter 3,705 Total future undiscounted minimum lease payments $ 18,033 Less: imputed interest 3,156 Total reported lease liability $ 14,877 |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 10 — Fair Value Measurements The Company measures its financial assets and liabilities at fair value each reporting period using a fair value hierarchy that prioritizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value. A financial instrument’s classification within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Three levels of inputs may be used to measure fair value, as follows: Level 1 Observable inputs, such as quoted prices in active markets for identical assets or liabilities; Level 2 Inputs, other than 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 require the reporting entity to develop its own assumptions. The Company uses the market approach to measure fair value for its financial assets and liabilities. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. The carrying amounts of Company's financial instruments, which include cash equivalents, accounts receivable, prepaid expenses, other current assets, accounts payable, accrued liabilities and certain other current liabilities approximate fair value because of their short-term maturities. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis (in thousands): As of September 30, 2022 Description Level 1 Level 2 Level 3 Total Assets Cash equivalents: Money market account $ 17,349 $ — $ — $ 17,349 Marketable securities US Treasury securities 15,746 — — 15,746 Corporate debt securities — 14,406 — 14,406 Commercial paper — 48,253 — 48,253 Asset backed securities — 4,531 — 4,531 Total financial assets $ 33,095 $ 67,190 $ — $ 100,285 Liabilities: Contingent consideration $ — $ — $ 42,950 $ 42,950 Total financial liabilities $ — $ — $ 42,950 $ 42,950 As of December 31, 2021 Description Level 1 Level 2 Level 3 Total Assets Cash equivalents: Money market account $ 100,000 $ — $ — $ 100,000 Total financial assets $ 100,000 $ — $ — $ 100,000 Liabilities: Contingent consideration $ — $ — $ 13,700 $ 13,700 Total financial liabilities $ — $ — $ 13,700 $ 13,700 The following table presents a summary of the changes in fair value of the Company's Level 3 financial instruments: in thousands Contingent Consideration Fair value as of December 31, 2021 $ 13,700 Loss on change in fair value of contingent consideration included in 29,249 Fair value as of September 30, 2022 $ 42,949 The fair value of the contingent consideration related to the Apollo acquisition is classified as Level 3 financial instruments. To determine the fair value of the contingent consideration, the Company used a Monte Carlo simulation model. The Monte Carlo simulation considered assumptions including revenue volatilities, risk free rates, discount rates and additional revenue discount rate. Additionally, other key assumptions included forecasted revenues from new customers and probability of achieving it. The following table sets forth the range of inputs for the significant assumptions utilized to determine the fair value of contingent consideration as of September 30, 2022 and December 31, 2021: As of September 30, 2022 As of December 31, 2021 Risk-free interest rate 4.08 % 0.56 % Expected revenue volatility 19.0 % 20.0 % Revenue discount rate 9.00 % 5.50 % Discount rate 4.80 % 3.25 % The Company began investing in available-for-sale marketable securities in the first quarter of 2022. These marketable securities are classified as short term investments on the condensed consolidated balance sheets. The following is a summary of available-for-sale marketable securities as of September 30, 2022 (in thousands): As of September 30, 2022 Description Amortized Cost Gross Unrealized Loss Fair Value U.S. Treasury securities $ 15,798 $ ( 52 ) $ 15,746 Corporate debt securities 14,528 ( 122 ) 14,406 Commercial paper 48,253 - 48,253 Asset backed securities 4,559 ( 28 ) 4,531 Total available-for-sale marketable securities $ 83,138 $ ( 202 ) $ 82,936 The following table presents the breakdown of the available-for-sale marketable securities in an unrealized loss position as of September 30, 2022 (in thousands). September 30, 2022 Fair Value Gross Unrealized Loss U.S. Treasury securities Less than 12 months $ 15,746 $ 52 Total $ 15,746 $ 52 Corporate debt securities Less than 12 months $ 14,406 $ 122 Total $ 14,406 $ 122 Commercial paper Less than 12 months $ 48,253 $ - Total $ 48,253 $ - Asset backed securities Less than 12 months $ 4,531 $ 28 Total $ 4,531 $ 28 The Company does not believe these available-for-sale marketable securities to be other-than-temporarily impaired as of September 30, 2022 . There was a realized loss of $ 0 and $ 0.1 million on available-for-sale marketable securities during the three and nine months ended September 30, 2022. As of September 30, 2022 in thousands Amortized Cost Fair Value Due in 1 year or less $ 83,138 $ 82,936 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 11 — Commitments and Contingencies Legal Proceedings The Company is party to ordinary and routine litigation incidental to its business. On a case-by-case basis, the Company engages inside and outside counsel to assess the probability of potential liability resulting from such litigation. After making such assessments, the Company makes an accrual for the estimated loss only when the loss is probable, and an amount can be reasonably estimated. On February 9, 2022, a putative class action was filed in the United States District Court for the Eastern District of New York styled Artery v. Astra Space, Inc. et al., Case No. 1:22-cv-00737 (E.D.N.Y.) (the “Artery Action”). The complaint alleges that the Company and certain of its current and former officers violated provisions of the Securities Exchange Act of 1934 with respect to certain statements concerning the Company's capabilities and business prospects. The complaint seeks unspecified damages on behalf of a purported class of purchasers of the Company's securities between February 2, 2021 and December 29, 2021. On March 23, 2022, a second putative class action was filed in the United States District Court for the Eastern District of New York styled Riley v. Astra Space, Inc., et al., Case No. 1:22-cv-01591 (E.D.N.Y.) (the “Riley Action,” with the Artery Action, the “Securities Actions”). The Riley Action alleges the same claims, based upon similar facts, against the same defendants, and seeks the same damages. The Company expects that the two cases will be consolidated into a single action. Defendants intend to move to dismiss once an amended complaint is filed. The co-lead plaintiffs have requested an extension to file their amended complaint for which the Court has not yet issued a decision. The Company believes that the Securities Actions are without merit and intends to defend them vigorously. Due to the early stage of the cases, neither the likelihood that a loss, if any, will be realized, nor an estimate of the possible loss or range of loss, if any, can be determined. On March 8, 2022, a stockholder derivative suit was filed in the United States District Court for the State of Delaware styled Meyer, et al., v. Kemp, et al., Case No. 22-cv-00308 (D. Del.). The complaint asserts claims against the current members of the Company's board of directors and certain of its current and former officers, for breach of their fiduciary duty, waste, unjust enrichment, and contribution under the Securities Exchange Act of 1934, based upon the conduct alleged in the Artery Action. The plaintiffs seek monetary damages in favor of the Company in an unstated amount, reformation of the Company’s corporate governance and internal procedures, restitution including a disgorgement of any compensation, profits or other benefits achieved, and reimbursement of the plaintiffs’ reasonable fees and costs, including attorney's fees. The Company believes that the case is without merit and intends to defend it vigorously. Due to the early stage of the case, neither the likelihood that a loss, if any, will be realized, nor an estimate of the possible loss or range of loss, if any, can be determined. On July 8, 2022, the plaintiffs voluntarily dismissed this suit. The dismissal was without prejudice to plaintiffs’ right to re-file the lawsuit in the Court of Chancery of the State of Delaware. On April 27, 2022, a stockholder derivative suit was filed in the United States District Court for the Eastern District of New York styled Gonzalez v. Kemp, et al., Case No. 22-cv-02401 (E.D.N.Y.). The complaint asserts claims against the current members of the Company’s board of directors and certain of its current and former officers for alleged breaches of their fiduciary duties, unjust enrichment, abuse of control, mismanagement, and waste of corporate assets, alleged violations of Section 14(a) of the Securities Exchange Act of 1934 (the "Exchange Act"), and for contribution under Section 10(b) and 21D of the Exchange Act based upon the conduct alleged in the Artery Action described above. The plaintiff seeks monetary damages in favor of the Company in an unstated amount, reforms to the Company’s corporate governance and internal procedures, restitution including disgorgement of any compensation, profits or other benefits received, and reimbursement of the plaintiff's reasonable fees and costs, including attorney's fees. The Company believes that the case is without merit and intends to defend it vigorously. Due to the early stage of the case, neither the likelihood that a loss, if any, will be realized, nor an estimate of the possible loss or range of loss, if any, can be determined. The Company has tendered defense of each of the three foregoing claims under its Directors' and Officers’ policy. The retention under this policy is $ 20.0 million . Indemnification Obligations to former Company Board Members On May 20, 2022, a putative class action was filed in the Court of Chancery of the State of Delaware styled Newbold v. McCaw et. al., Case No. 2022-0439 (the “Newbold Action”). The complaint alleges that Pendrell Corporation, X-icity Holdings Corporation f/k/a Pendrell Holicity Holdings and certain former officers, directors or controlling stockholders of Holicity, Inc. n/k/a Astra Space, Inc., breached their fiduciary duties to the Company in closing on the Business Combination. The complaint seeks unspecified damages on behalf of a purported class of stockholders of the Company's securities from June 28, 2021 through June 30, 2021. Neither the Company nor any of its board members are parties in this action. The Company’s former board member, Mr. McCaw, is a defendant in this action, but the allegations relate to periods prior to the Business Combination. Astra is obligated to indemnify certain of the defendants in the Newbold Action. The Company has tendered defense of this action under its Directors’ and Officers' Policy. The Company tendered defense of this claim under the tail policy it was required to purchase in connection with the Business Combination. The retention under that policy is $ 1.5 million . Due to the early stage of this case, neither the likelihood that a loss, if any, will be realized, nor an estimate of the possible loss or range of loss, if any, can be determined. Purchase Commitments In order to reduce manufacturing lead times and to have access to an adequate supply of components, the Company enters into agreements with certain suppliers to procure component inventory based on the Company's production needs. A significant portion of the Company's purchase commitments arising from these agreements consist of firm and non-cancelable commitments. As of September 30, 2022, we had purchase commitments aggregating $ 39.0 million for which the Company was or will become obligated to make payments within 12 months to 60 months from the execution date of the agreements. Of these, there are agreements containing an aggregate of $ 32.1 million in early termination penalties. For example, one of the supply agreement penalties includes payment o f 50 % of the remaining purchase commitment at any point during the contract term. In another agreement, the Company may terminate the supply agreement by paying the balance on the remaining purchase commitment only after the first anniversary of the commencement date. If the agreement is terminated before the first anniversary, the Company has to pay the entire contract amount of $ 9.6 million. |
Convertible Preferred Stock
Convertible Preferred Stock | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Convertible Preferred Stock | Note 12 — Convertible Preferred Stock Convertible Preferred Stock From pre-combination Astra’s inception until the consummation of the Business Combination, approximately $ 100.2 million of cash capital contributions was raised, net of issuance costs, through the issuance of three rounds of convertible preferred equity. The three classes of convertible preferred stock of pre-combination Astra were: Series A convertible preferred stock, Series B convertible preferred stock and Series C convertible preferred stock (collectively, the “Convertible Preferred Stock”). Immediately before the consummation of the Business Combination, the Convertible Preferred Stock of pre-combination Astra consisted of: Series Shares Outstanding (pre-combination Astra) Liquidation Conversion Annual A 65,780,540 $ 0.243233 $ 0.243233 $ 0.019459 B 70,713,123 1.333008 1.333008 0.106640 C 50,483,785 6.620970 6.620970 0.529680 Total 186,977,448 Upon the consummation of the Business Combination in June 2021, 186,977,448 shares of Convertible Preferred Stock (pre-combination Astra) converted into 124,340,003 shares of Class A common stock of the Company. The Company no longer had Convertible Preferred Stock authorized, issued or outstanding subsequent to the close of Business Combination in June 2021. On January 28, 2021, concurrent with Series C Financing, the Company amended its certificate of incorporation to add a merger with a special purpose acquisition company (“SPAC Transaction”) as one of the defined Deemed Liquidation events. In addition, upon triggering of the Deemed Liquidation events, the holders of the Convertible Preferred Stock were entitled to receive the greater of their liquidation preference per share and the as converted value per share. As of March 31, 2021, the Company assessed the probability of a SPAC Transaction to be probable and therefore, the Convertible Preferred Stock were considered probable of becoming redeemable. Subsequent measurement of Convertible Preferred Stock was then required for the three months ended March 31, 2021. The Company elected to apply the current redemption value method to measure the redeemable Convertible Preferred Stock. Under the method, changes in the redemption value were recognized immediately as they occurred and the carrying value of the Convertible Preferred Stock was adjusted to the redemption value at the end of each reporting date. In the absence of retained earnings, adjustments to redemption value were recorded against additional paid-in capital, if any, and then to accumulated deficit. As of March 31, 2021, adjustments to the carrying amount of the Convertible Preferred Stock of $ 1.1 billion , reflecting the estimated redemption value of $ 7.18 per share as of March 31, 2021, were treated as deemed dividends and were recognized against additional paid-in capital and accumulated deficit on the consolidated balance sheet. On the Closing Date of the Business Combination, all outstanding Convertible Preferred Stock converted into Class A common stock of the Company, therefore, the Company applied conversion accounting to derecognize the existing carrying amount of the Convertible Preferred Stock and increased additional paid-in capital as of June 30, 2021. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2022 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | Note 13 — Stockholders’ Equity Common and Preferred Stock As of September 30, 2022, the Company had authorized a total of 466,000,000 shares of stock, consisting of (i) 400,000,000 shares of Class A common stock, par value $ 0.0001 per share (“Class A common stock”), (ii) 65,000,000 shares of Class B common stock, par value $ 0.0001 per share (“Class B common stock”), and (iii) 1,000,000 shares of preferred stock, par value $ 0.0001 per share (“Preferred Stock”). As of September 30, 2022, the Company had 211,824,567 and 55,539,188 sh ares of Class A and Class B common stock issued and outstanding, respectively. There were no shares of preferred stock outstanding as of September 30, 2022. Holders of the Class A and Class B common stock have identical distribution rights, except that holders of the Class A common stock are entitled to one vote per share and holders of the Class B common stock are entitled to ten votes per share. Each share of Class B common stock can be converted into one share of Class A common stock at any time at the option of the stockholder and automatically convert upon sale or transfer, except for certain transfers specified in the Company's amended and restated certificate of incorporation. In connection with the Business Combination, the Company’s executive officers and founders, Chris Kemp and Adam London, converted an aggregate 10,870,562 shares of Founders Preferred Stock and an aggregate 3,599,647 shares of Class A common stock of pre-combination Astra, which were entitled to one vote per share, into 9,622,689 shares of Class B common stock of the Company, which are entitled to ten votes per share. Founders Convertible Preferred Stock The Company issued 18,500,000 shares of pre-combination Astra’s Founders Convertible Preferred Stock in 2016. Upon vesting, the compensation expense associated with the Founders Convertible Preferred Stock was recorded as stock-based compensation based on the fair value of the Founders Convertible Preferred Stock on the grant date fair value. Immediately before the closing of the Business Combination, 10,870,562 shares of pre-combination Astra’s Founders Convertible Preferred Stock were outstanding. Upon closing of the Business Combination, the shares of Founders Convertible Preferred Stock were converted into shares of Class B common stock of the Company, which are entitled to ten votes per share. Refer to Note 3 – Acquisitions. Common Stock Purchase Agreement On August 2, 2022, the Company entered into a Common Stock Purchase Agreement and a Registration Rights Agreement (the “Registration Rights Agreement”) with B. Riley. Pursuant to the Purchase Agreement, the Company will have the right to sell to B. Riley up to the lesser of (i) $ 100,000,000 of newly issued shares (the “Shares”) of the Class A Common Stock, and (ii) 53,059,650 Shares of Class A Common Stock, which number of shares is equal to 19.99 % of the sum of Class A Common Stock and Class B common stock issued and outstanding immediately prior to the execution of the Purchase Agreement (subject to certain conditions and limitations), from time to time during the term of the Purchase Agreement. However, the Purchase Agreement prohibits the Company from issuing or selling any shares of Class A Common Stock to B. Riley if such a sale, when aggregated with all other shares of Class A Common Stock then beneficially owned by B. Riley and its affiliates, would result in B. Riley beneficially owning more than 4.99 % of the outstanding shares of Class A Common Stock . Sales of the Shares pursuant to the Purchase Agreement, and the timing of any sales, are solely at the option of the Company over the 24-month period from the date of initial satisfaction of the conditions to B. Riley set forth in the Purchase Agreement, including that a registration statement registering the resale by B. Riley of the Class A Common Stock under the Securities Act that may be sold to B. Riley by the Company under the Purchase Agreement is declared effective by the Securities and Exchange Commission (the “SEC”) and a final prospectus relating thereto is filed with the SEC. Actual sales of Shares to B. Riley under the Purchase Agreement will depend on a variety of factors to be determined by the Company including, among other things, market conditions, the trading price of the Class A Common Stock and determinations by the Company as to the appropriate sources of funding for the Company and its operations. The purchase price of the Class A Common Stock that the Company may sell to B. Riley pursuant to the Purchase Agreement will be 97 % of the average of the volume weighted average price of the Company’s Class A Common Stock as calculated per the terms set forth in the Purchase Agreement. The net proceeds from sales, if any, under the Purchase Agreement, will depend on the frequency and prices at which the Company sells the Shares of Class A Common Stock. To the extent the Company sells the Shares of Class A Common Stock under the Purchase Agreement, the Company currently plans to use any proceeds for working capital and general corporate purposes. The right to sell Shares under the Common Stock Purchase Agreement is classified as a financial instrument and is measured at fair value. The fair value of the financial instrument at execution date and as of September 30, 2022 was not significant. Upon execution of the Purchase Agreement, the Company issued 359,098 shares of Class A Common Stock to B. Riley as consideration for its irrevocable commitment to purchase shares of our Class A Common Stock from time to time. For the three and nine months ended September 30, 2022, no shares were sold to B. Riley. The Company recognized $ 0.6 million of issuance costs related to the Purchase Agreement within “General and administrative” expenses. As of September 30, 2022, the Company is in compliance with the terms and conditions of the Purchase Agreement and the remaining availability under the Purchase Agreement was $ 100 million, subject to certain limitations described above. |
Stock-based Compensation
Stock-based Compensation | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Share-based Payment Arrangement | Note 14 — Stock-based Compensation Stock-based incentive awards are provided to employees under the terms of various Astra equity incentive plans. 2021 Omnibus Incentive Plan In June 2021, the Board of Directors approved the 2021 Omnibus Incentive Plan (the “2021 Plan”), which reserved 36.8 million shares of Class A common stock for issuance for awards in accordance with the terms of the 2021 Plan. On January 1, 2022, pursuant to the terms of the 2021 Plan, the number of shares of Class A common stock available for issuance under the 2021 Plan increased by 13.1 million. Similarly, the share reserve increases on January 1 of each year from 2023 to 2031 by the lesser of (i) 5 % of the sum of number of shares of (x) Class A common stock and (y) Class B common stock outstanding as of the close of business on the immediately preceding December 31 and (ii) the number of shares of Class A common stock as determined by the Board. On June 1, 2022, the shareholders of the Company approved the amendment of 2021 Plan to increase the Class A common stock available for issuance under the 2021 plan by 6 million. The purpose of the 2021 Plan is to advance the Company’s interests by providing for the grant to employees, directors, consultants and advisors of stock and stock-based awards. As of September 30, 2022, 16.8 million shares remain available for issuance under the plan. 2021 Employee Stock Purchase Plan In June 2021, the Board of Directors approved the 2021 Employee Stock Purchase Plan (the “2021 ESPP”) to reserve 5.0 million shares of Class A common stock for issuance for awards in accordance with the terms of the ESPP. On January 1, 2022, pursuant to the terms of the 2021 ESPP, the number of shares of Class A common stock available for issuance under the 2021 ESPP increased by 2.6 million. Similarly, the number of shares of Class A common stock reserved for issuance under the 2021 ESPP will ultimately increase on January 1 of each year from 2023 to 2031 by the lesser of (i) 1 % of the sum of number of shares of Class A common stock and Class B common stock outstanding as of the close of business on the immediately preceding December 31 and (ii) the number of shares of Class A common stock as determined by the Board. The purpose of the 2021 ESPP is to enable eligible employees to use payroll deductions to purchase shares of Class A common stock and thereby acquire an interest in the company. Eligible employees are offered shares through a 24 -month offering period, which consists of four consecutive 6-month purchase periods. Employees may purchase a limited amount of shares of the Company's stock at a discount of up to 15 % of the lesser of the fair market value at the beginning of the offering period or the end of each 6-month purchase period. 0.5 million shares were issued under the Employee Stock Purchase Plan during the nine months ended September 30, 2022. As of September 30, 2022, 7.2 million shares remain available for issuance under the 2021 ESPP. As of September 30, 2022, the Company had $ 1.1 million of unrecognized stock-based compensation expense related to the 2021 ESPP. This cost is expected to be recognized over a weighted-average period of 0.93 years. 2016 Equity Incentive Plan In 2016, pre-combination Astra adopted the 2016 Equity Incentive Plan (the “2016 Plan”). Under this Plan, the Board of Directors or a committee appointed by the Board of Directors is authorized to provide stock-based compensation in the form of stock options, stock appreciation rights, restricted stock, and other performance or value-based awards within parameters set forth in the Plan to employees, directors, and non-employee consultants. In connection with the Business Combination, the Company assumed the 2016 Plan upon closing. Each outstanding and unexercised option (“Astra Option”) was converted, at the exchange ratio established in the BCA, into an option (“New Astra Option”) to acquire shares of the Company’s Class A common stock with the same terms and conditions as applicable to the Astra Option immediately prior to the Business Combination. As of September 30, 2022, there were no shares available for issuance under the plan. The following table summarizes stock-based compensation expense that the Company recorded in the condensed consolidated statements of operations for the three and nine months ended September 30, 2022 and 2021, respectively: For the Three Months For The Nine Months in thousands 2022 2021 2022 2021 Cost of revenues $ 109 $ — $ 806 $ — Research and development 5,565 1,334 17,133 4,638 Sales and marketing 1,562 15 4,559 70 General and administrative 6,512 1,339 21,082 15,757 Stock-based compensation expense $ 13,748 $ 2,688 $ 43,580 $ 20,465 On November 22, 2021, under the 2021 Plan, the Company's compensation committee issued 1,047,115 PSUs to the employees of Apollo who joined Astra. PSUs are subject to certain performance-based and service-based vesting conditions and would vest over four years with 25% of awards vesting on July 1, 2022, and the remaining 75% vesting quarterly over the remaining 12 quarters beginning on November 15, 2022, only for the portion of PSUs that is eligible to become vested which will be determined based upon timely satisfaction of performance conditions. The number of PSUs vested is determined by multiplying the total number of PSUs granted by the percentage of milestones achieved and by the percentage of PSUs that satisfy the time-based vesting condition on such time-vesting date. Certain performance conditions for PSUs are subjective and the number of PSUs related to these performance conditions did not meet the criteria for the grant date. Accordingly, 523,557 PSUs and 52,355 PSUs related to the performance conditions that are not subjective were considered granted as of November 22, 2021 and January 21, 2022, respectively. In July 2022, the PSU agreements were amended to remove the performance-based vesting conditions and only retain the time-based vesting condition. Therefore, the Company recognized $ 0.3 million and $ 1.5 million compensation costs related to PSUs for the three and nine months ended September 30, 2022, respectively, to reflect the PSUs that satisfied the time-based vesting condition on the time-vesting dates. On September 20, 2021, under the 2021 Plan, the Company’s compensation committee granted 3,972,185 restricted stock units (“RSUs”), 3,426,094 time-based stock options and 13,016,178 performance stock options ("PSOs") to its executive officers. RSUs and time-based stock options granted have service-based vesting conditions only. The service conditions vary for each executive officer and is based on their continued service to the Company. Option holders have a 10-year period to exercise their options before options expire. Forfeitures are recognized in the period of occurrence and stock-based compensation costs are recognized based on grant-date fair value as RSUs and time-based stock options vest. PSOs, only eligible to the executive officers of the Company, are subject to performance conditions as follows, and the milestones do not need to be achieved in any specific order or sequence: Milestone A: The Company has had a successful orbital delivery. Milestone B: The Company has had six orbital launches during a six consecutive month period. Milestone C: The Company has completed a prototype for a spacecraft that has achieved an orbital launch. Milestone D: The Company has conducted twenty-six orbital launches during a six consecutive month period. Milestone E: The Company has achieved an orbital launch for an aggregate of 100 spacecraft. These PSOs also require the volume weighted average share price for a period of thirty trading days meet share price thresholds of $15.00, $20.00, $30.00, $40.00 and $50.00 following the achievement of the first milestone, second milestone, third milestone, fourth milestone and fifth milestone, respectively, before a milestone will be deemed achieved. After each milestone is achieved, 20 % of the PSOs will vest on the vesting date immediately following the date at which the price thresholds are met. For this purpose, a "vesting date" is February 15, May 15, August 15 and November 15 of any applicable year. The milestones must be achieved over a period of approximately five years , with the earliest vesting date of November 15, 2022, and the last vesting date no later than November 15, 2026, if all vesting conditions are met. No unvested portion of the PSOs shall vest after November 15, 2026. As of September 30, 2022, the Company assessed the probability of success for the five milestones mentioned above and determined that it is probable that the Company will achieve Milestone A and Milestone B within the requisite period. Therefore, the Company recognized $ 5.2 million and $ 14.2 million compensation costs related to PSOs for the three and nine months ended September 30, 2022, respectively. As of September 30, 2022, we had unrecognized stock-based compensation expense of $ 32.8 million for the milestones that were not considered probable of achievement. In April 2021, the Board of Directors approved the acceleration of the vesting of 1,900,000 pre-combination Astra stock options issued to two executive officers: Kelyn Brannon and Martin Attiq, on December 27, 2020. The Company recognized the remaining stock-based compensation expense of $ 7.2 million on its Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2021. In February 2021, the Board of Directors approved the acceleration in vesting of 206,250 pre-combination Astra stock options that were issued to one employee on May 15, 2020. The remaining unvested options were fully vested upon acceleration. The Company recorded a $ 1.4 million stock-based compensation expense related to the modification for the three months ended March 31, 2021. As of September 30, 2022, the Company had $ 103.9 million of unrecognized stock-based compensation expense related to all of the Company's stock-based awards. This cost is expected to be recognized over a weighted-average period of 3 .0 years. Secondary Sales In April 2021, four executive officers, Chris Kemp, CEO, Adam London, CTO, Kelyn Brannon, Chief Financial Officer (“CFO”), and Martin Attiq, Chief Business Officer (“CBO”), entered into stock purchase agreements with new investors to sell 2,534,793 , 865,560 , 1,500,000 and 400,000 shares, respectively, of Class A common stock of pre-combination Astra, at a purchase price per share of $ 5.66 (“April 2021 Secondary Sales”). No additional stock-based compensation expense was recognized for the three and nine months ended September 30, 2021 as the purchase price was below fair market value of Class A common stock of pre-combination Astra at the time of the sales. In January 2021 , concurrent with Series C Financing, two executive officers, Chris Kemp, founder and Chief Executive Officer (“CEO”), and Adam London, founder and Chief Technology Officer (“CTO”), entered into stock purchase agreements with certain investors including ACME SPV AS, LLC to sell 3,775,879 and 2,265,529 shares, respectively, of Founders Convertible Preferred Stock at purchase prices in excess of the estimated fair value at the time of the transactions (“January 2021 Secondary Sales”) to certain investors. Upon the sale, the Founders Convertible Preferred Stock automatically converted into Series C Convertible Preferred Stock. The Company’s board member, Scott Stanford, is a member of ACME SPV AS, LLC and the Company facilitated the January 2021 Secondary Sales. As a result, for the three months ended March 31, 2021, the Company recorded a total of $ 8.2 million in stock-based compensation expense for the difference between the price paid by these investors and the estimated fair value of the Founders Convertible Preferred Stock on the date of the transaction. Stock Options Awards The following is a summary of stock option activity for the nine months ended September 30, 2022: No. of Weighted- Average Exercise Price Weighted- Average Aggregate Intrinsic Outstanding – December 31, 2021 20,326,384 $ 7.52 9.4 $ 22,782,654 Granted 1,242,027 4.85 Exercised ( 620,145 ) 0.45 Forfeited ( 267,189 ) 1.18 Expired ( 5,067 ) 6.75 Outstanding – September 30, 2022 20,676,010 $ 7.61 8.7 $ 414,014 Unvested – September 30, 2022 520,648 $ 8.37 8.86 $ 124,254 Exercisable – September 30, 2022 20,155,362 $ 3.83 7.6 $ 289,760 The Company uses the Black-Scholes option pricing-model to calculate the grant date fair value of time-based options. The following table summarizes the assumptions used in estimating the fair value of options granted in the nine months ended September 30, 2022: Time Based Stock Options Expected terms (years) (1) 5.81 Expected volatility (2) 68.9 % Risk-free interest rate (3) 1.70 % Expected dividend rate (4) - Grant-date fair value $ 3.20 ____________ (1) The expected term is the length of time the grant is expected to be outstanding before it is exercised or terminated. This number is calculated as the midpoint between the vesting term and the original contractual term (contractual period to exercise). If the option contains graded vesting, then the vesting term would be based on the vesting pattern. (2) Expected volatility, or the standard deviation of annualized returns, was calculated based on comparable companies’ reported volatilities. (3) Risk-free interest was obtained from US treasury notes for the expected terms noted as of the valuation date . (4) The Company has assumed a dividend yield of zero as it has no plans to declare dividends in the foreseeable future . Restricted Stock Units Awards The following is a summary of restricted stock units for the nine months ended September 30, 2022: Number of RSUs Outstanding Weighted- Average Grant Date Fair Value Per Share Outstanding – December 31, 2021 10,678,818 $ 9.20 Granted 13,760,707 2.51 Vested ( 2,737,757 ) 8.40 Forfeited ( 2,941,954 ) 7.18 Outstanding – September 30, 2022 18,759,814 $ 4.73 Total fair value as of the respective vesting dates of restricted stock units vested for the nine months ended September 30, 2022 was approximately $ 6.5 million. As of September 30, 2022, the aggregate intrinsic value of unvested restricted stock units was $ 11.7 million. |
Loss per Share
Loss per Share | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Loss per Share | Note 15 — Loss per Share Founders Convertible Preferred Stock and Convertible Preferred Stock were participating securities in periods of income, as the Founders Convertible Preferred Stock and Convertible Preferred Stock participated in undistributed earnings on an as-if-converted or as-vested basis. However, the Founders Convertible Preferred Stock and Convertible Preferred Stock, did not share in losses. The Company computes earnings per share of Common Stock using the two-class method required for participating securities and does not apply the two-class method in periods of net loss. Basic and diluted earnings per share were the same for the periods presented as the inclusion of all potential Common Stock outstanding would have been anti-dilutive. Earnings per share calculations for all periods prior to the Business Combination have been retrospectively restated to the equivalent number of shares reflecting the exchange ratio established in the BCA. Subsequent to the Business Combination, earnings per share was calculated based on weighted average number of shares of common stock then outstanding. The following tables set forth the computation of basic and diluted loss for the three months ended September 30, 2022 and 2021, and the nine months ended September 30, 2022 and 2021: For The Three Months Ended September 30, 2022 2021 (in thousands, except share and per share amounts) Class A Class B Class A Class B Net loss attributed to common stockholders $ ( 157,592 ) $ ( 41,522 ) $ ( 12,697 ) $ ( 3,551 ) Basic weighted average common shares outstanding 210,788,116 55,539,188 201,080,003 56,239,188 Dilutive weighted average common shares 210,788,116 55,539,188 201,080,003 56,239,188 Loss per share attributable to common stockholders: Basic and Diluted loss per share $ ( 0.75 ) $ ( 0.75 ) $ ( 0.06 ) $ ( 0.06 ) For The Nine Months Ended September 30, 2022 2021 (in thousands, except share and per share amounts) Class A Class B Class A Class B Net loss attributed to common stockholders $ ( 290,145 ) $ ( 76,985 ) $ ( 126,985 ) $ ( 79,532 ) Adjustment to redemption value on Convertible Preferred Stock — — ( 622,098 ) ( 389,628 ) Net loss attributed to common stockholders $ ( 290,145 ) $ ( 76,985 ) $ ( 749,083 ) $ ( 469,160 ) Basic weighted average common shares outstanding 209,317,361 55,539,188 79,784,524 49,970,071 Dilutive weighted average common shares outstanding 209,317,361 55,539,188 79,784,524 49,970,071 Loss per share attributable to common stockholders: Basic and Diluted loss per share $ ( 1.39 ) $ ( 1.39 ) $ ( 9.39 ) $ ( 9.39 ) There were no preferred dividends declared or accumulated as of September 30, 2022. The following Class A securities were not included in the computation of diluted shares outstanding because the effect would be anti-dilutive: As of September 30, 2022 2021 Class A Class A Stock options 7,139,177 20,752,943 RSUs 18,759,814 9,352,100 Convertible Preferred Stock — — Warrants — 15,333,309 Total 25,898,991 45,438,352 The Class A securities excluded in the computation of diluted shares outstanding were the same for the three and nine months ending September 30, 2022 and September 30, 2021 There were no Class B securities that were excluded in the computation of diluted shares outstanding for the three and nine months ending September 30, 2022 and September 30, 2021. |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
Segment Information | Note 16 — Segment Information The Company reports segment information based on a “management” approach to reflect the operating segments for which the Company’s Chief Executive Officer, as the Chief Operating Decision Maker (“CODM”), makes decisions and assesses performance. Prior to the current reporting period, the Company had a single operating and reportable segment. Following commencement of revenue-generating activities for Space Products (as defined below) during the third quarter of fiscal year 2022, the Company restructured the management, operations, and periodic management and internal reporting packages to address the shift in strategy. As a result of these changes, the Company determined that its reportable segments had changed and that beginning in the current reporting period the Company has two operating and reportable segments: Launch Services and Space Products. The Company recast prior period information related to the change in segments, however, there were no revenues or cost of revenues associated to these segments in the prior year. Launch services segment provides launch services to satellite operators and governments in partnership with third-party spaceport providers globally, including complementary services that are not part of the Company's fixed pricing. Space Products consist of designing and providing space products based on the customers' needs for a successful satellite launch and other products that the Company may sell in the future. The accounting policies of the various segments are the same as those described in Note 2. The following table shows revenue by reportable segment for the three and nine months ended September 30, 2022 and 2021: Three Months Ended Nine Months Ended (in thousands) 2022 2021 2022 2021 Revenues: Launch services $ — $ — $ 5,899 $ — Space products 2,777 — 3,471 — Total revenues: $ 2,777 $ — $ 9,370 $ — Cost of revenues: Launch services — — 28,193 — Space products 1,071 — 1,337 — Total cost of revenues: $ 1,071 $ — $ 29,530 $ — Gross profit (loss): Launch services - — ( 22,294 ) — Space products 1,706 — 2,134 — Total gross profit (loss): $ 1,706 $ — $ ( 20,160 ) $ — The Company evaluates the performance of its reportable segments based on segment gross profit. Segment gross profit is segment revenue less segment cost of revenue. Unallocated expenses include operating expenses related to research and development, selling and marketing and general and administrative expenses as they are not considered when management evaluates segment performance. The following table reconciles segment gross profit to loss before income taxes for the three and nine months ended September 30, 2022 and 2021: Three Months Ended Nine Months Ended (in thousands) 2022 2021 2022 2021 Gross profit (loss) $ 1,706 $ — $ ( 20,160 ) $ — Research and development 32,821 21,724 111,546 44,159 Selling and marketing 4,052 1,090 13,452 2,229 General and administrative 19,222 19,730 60,816 50,712 Impairment expense 75,116 — 75,116 — Goodwill impairment 58,251 — 58,251 — Loss on change in fair value of contingent consideration 11,949 — 29,249 — Interest (income) expense, net ( 616 ) ( 18 ) ( 1,146 ) 1,194 Other expense (income), net 25 ( 25,895 ) ( 314 ) ( 25,177 ) Loss on extinguishment of convertible notes — — — 131,908 Loss on extinguishment of convertible notes attributable to related parties — — — 1,875 Loss before taxes $ ( 199,114 ) $ ( 16,631 ) $ ( 367,130 ) $ ( 206,900 ) The Company does not evaluate performance or allocate resources based on reporting segment’s total assets or operating expenses, and therefore such information is not presented. All of the Company’s long-lived assets are located in the United States. The Company is subject to International Traffic in Arms Regulations (“ITAR”) and generates all of its revenue in the United States. For the three and nine months ended September 30, 2022, one customer accounted for 100 % and 37 % of the Company’s total revenues, which pertained to the revenues within the Space Products segment. In addition, a second customer accounted for 59 % of the Company's total revenues for the nine months ended September 30, 2022, which pertained to the revenues within the Launch Services segment. The Company did not generate revenue in the three and nine months ended September 30, 2021. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 17 — Related Party Transactions Cue Health, Inc. In August 2021, the Company entered into a six-month subscription arrangement with Cue Health Inc. for the purchase of COVID-19 test readers and the related test cartridges. Under Cue Health Inc.’s standard subscription arrangement, the Company receives a twenty percent ( 20 %) discount on each Cue Reader and fourteen percent ( 14 %) discount on each test cartridge. Mr. Stanford, a member of the Board and the Company’s Lead Director, serves on the board of directors of Cue Health Inc. Funds affiliated with ACME Capital collectively beneficially own 10.4 % of the outstanding common stock of Cue Health Inc. Mr. Stanford was not involved in the negotiation of the Company’s arrangement with Cue Health Inc. The Company conducted its independent evaluation of Cue’s services and determined in its sole judgment Cue’s product and services were the best option for the Company to ensure it could maintain a safe and productive work environment. The Company made purchases of $ 0.2 million and $ 0.8 million during the three and nine months ended September 30, 2022. In September 2022, the Company and Cue Health Inc. entered an amendment to the purchase agreement for a last time buy of test cartridges, with the agreement expected to be terminated in the fourth quarter of 2022. No such purchases were made during the three and nine months ended September 30, 2021. Convertible Promissory Notes In June 2019, the Company issued promissory convertible notes to A/NPC Holdings LLC and Sherpa Ventures Fund, II LP for gross proceeds of $ 10.0 million and $ 0.6 million, respectively. In November 2020, the Company issued promissory convertible notes to Sherpa Ventures Fund II, LP and Eagle Creek Capital LLC, for gross proceeds of $ 0.2 million and $ 0.5 million, respectively. Some of the Company’s board members at that time were or are related parties of these entities. Nomi Bergman, who was serving as the Company's director when the promissory convertible notes were issued, is a principal of A/NPC Holdings LLC and Scott Stanford, who serves as the Company's director, is a principal of Sherpa Ventures Fund II, LP and a member of Eagle Creek Capital, LLC. In all instances the terms of these transactions were the same as third-party investors. On January 28, 2021, the Company settled the promissory convertible notes through the issuance of Series C convertible preferred stock. 7,819,887 and 469,193 shares of Series C convertible preferred stock were issued to A/NPC Holdings LLC and Sherpa Ventures Fund II, LP at a per share price of $ 1.33 to settle $ 10.4 million and $ 0.6 million outstanding principal and accrued interest, respectively. Additionally, 264,928 and 115,771 shares of Series C convertible preferred stock were issued to Eagle Creek Capital, LLC and Sherpa Ventures Fund II, LP at a per share price of $ 1.71 to settle $ 0.5 million and $ 0.2 million outstanding principal and accrued interest, respectively. See Note 6 — Long-Term Debt for mechanism of settlement. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 18 — Subsequent Events NASDAQ Deficiency Notice On October 6, 2022, the Company received a deficiency notice from NASDAQ that it was not in compliance with Rule 5450(a)(1) of the listing requirements because its per share closing bid price has been below $ 1.00 for the last thirty consecutive business days. This notice has no immediate effect on the listing of the Company's Class A common stock. NASDAQ’s notice stated that if, at any time before April 4, 2023, the per share closing bid price of the Company's Class A common stock is at least $ 1.00 for a minimum of ten consecutive business days, NASDAQ’s staff will provide the Company written notice that it complies with the Minimum Bid Price Requirement. The Company intends to monitor the per share closing bid price of its Class A common stock and consider available options if its Class A common stock does not trade at a level likely to result in the Company regaining compliance with Minimum Bid Price Requirement by April 4, 2023. If the Company does not regain compliance with the Minimum Bid Price Requirement by April 4, 2023, Astra may be eligible for an additional 180 calendar day compliance period. To qualify, the Company would need to, among other things, meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for NASDAQ, with the exception of the Minimum Bid Price Requirement, and provide written notice to NASDAQ that it intends to cure the deficiency during the second compliance period. If NASDAQ concludes that the Company will not be able to cure the deficiency during the second compliance period, or the Company does not make the required representations, then NASDAQ will give notice that the Company's Class A common stock is subject to delisting and the Company will be able to appeal that delisting before a NASDAQ hearings panel. Headcount Reduction On November 8, 2022, the Company announced a reduction in force affecting approximately 16 % of its existing employees, with such employees’ last day being November 9, 2022. Affected employees were paid (i) salary and benefits continuation through January 8, 2023, and (ii) were also offered an additional one month of base salary and the employer portion of benefits premium, along with outplacement services, as severance benefits, in exchange for a release of claims. The Company expects to see savings from this reduction in existing headcount during the first quarter of 2023. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of Astra and its subsidiaries, and have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) as determined by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) for financial reporting. The condensed consolidated financial statements included herein are unaudited, and reflect all adjustments which are, in the opinion of management, of a normal recurring nature and necessary for a fair statement of the results for the periods presented. The December 31, 2021 condensed consolidated balance sheet data were derived from Astra’s audited consolidated financial statements included in its Annual Report on Form 10-K for year ended December 31, 2021 as filed with the SEC. All intercompany transactions and balances have been eliminated in consolidation. The operating results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022, or for any other future period. |
Business Combination and Liquidity | Business Combination On June 30, 2021, the Business Combination pursuant to the BCA, by and among Holicity, Merger Sub, and pre-combination Astra, was accounted for as a reverse recapitalization as pre-combination Astra was determined to be the accounting acquirer under ASC 805. The determination is primarily based on the evaluation of the following facts and circumstances: • the equity holders of pre-combination Astra hold the majority of voting rights in the Company; • the board of directors of pre-combination Astra represent a majority of the members of the board of directors of the Company; • the senior management of pre-combination Astra became the senior management of the Company; and • the operations of pre-combination Astra comprise the ongoing operations of the Company. In connection with the Business Combination, outstanding common stock and preferred convertible stock of the pre-combination Astra was converted into common stock of the Company, par value of $ 0.0001 per share, representing a recapitalization, and the net assets of the Company were acquired and recorded at historical cost, with no goodwill or intangible assets recorded. Pre-combination Astra was deemed to be the predecessor and the condensed consolidated assets and liabilities and results of operations prior to the Closing Date are those of pre-combination Astra. Reported shares and earnings per share available to common stockholders, prior to the Business Combination, have been retroactively restated as shares reflecting the exchange ratio established in the BCA. The number of shares of preferred stock was also retroactively restated based on the exchange ratio. See Note 3 — Acquisitions for additional information. Liquidity The accompanying unaudited condensed consolidated interim financial statements have been prepared assuming the Company will continue as a going concern. The going concern basis of presentation assumes that the Company will continue in operation one year after the date these unaudited condensed consolidated interim financial statements are issued and will be able to realize its assets and discharge its liabilities and commitments in the normal course of business. Pursuant to the requirements of the Financial Accounting Standards Board’s Accounting Standards Codification (“ASC”) Topic 205-40, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern, management must evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for one year from the date these unaudited condensed consolidated interim financial statements are issued. This evaluation does not take into consideration the potential mitigating effect of management’s plans that have not been fully implemented or are not within control of the Company as of the date the unaudited condensed consolidated interim financial statements are issued. When substantial doubt exists, management evaluates whether the mitigating effect of its plans sufficiently alleviates substantial doubt about the Company’s ability to continue as a going concern. The mitigating effect of management’s plans, however, is only considered if both (1) it is probable that the plans will be effectively implemented within one year after the date that the unaudited condensed consolidated interim financial statements are issued, and (2) it is probable that the plans, when implemented, will mitigate the relevant conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the unaudited condensed consolidated interim financial statements are issued. The Company evaluated whether there are any conditions and events, considered in the aggregate, that raise substantial doubt about its ability to continue as a going concern over the next twelve months through November 2023. Since inception, the Company has incurred significant operating losses and has an accumulated deficit of approximately $ 1,775.5 million. As of September 30, 2022, the Company’s existing sources of liquidity included cash and cash equivalents of $ 67.6 million and marketable securities of $ 82.9 million. The Company believes that its current level of cash and cash equivalents and marketable securities are not sufficient to fund commercial scale production and sale of its services and products. These conditions raise substantial doubt regarding its ability to continue as a going concern for a period of at least one year from the date of issuance of these unaudited condensed consolidated financial statements. In order to proceed with the Company’s business plan, the Company will need to raise substantial additional funds through the issuance of additional debt, equity or both. Until such time, if ever, the Company can generate revenue sufficient to achieve profitability, the Company expects to finance its operations through equity or debt financings, which may not be available to the Company on the timing needed or on terms that the Company deems to be favorable. To the extent that the Company raises additional capital through the sale of equity or convertible debt securities, the ownership interest of its stockholders will be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect the rights of common stockholders. Debt financing and equity financing, if available, may involve agreements that include covenants limiting or restricting the Company’s ability to take specific actions, such as incurring additional debt, making acquisitions or capital expenditures or declaring dividends. If the Company is unable to obtain sufficient financial resources, its business, financial condition and results of operations will be materially and adversely affected. The Company may be required to delay, limit, reduce or terminate its product development activities or future commercialization efforts. There can be no assurance that the Company will be able to obtain the needed financing on acceptable terms or at all. In an effort to alleviate these conditions, management continues to seek and evaluate opportunities to raise additional capital through the issuance of equity or debt securities. As an example, on August 2, 2022, the Company entered into a Common Stock Purchase Agreement with B. Riley Principal Capital II LLC ("B. Riley"), which would allow the Company to sell newly issued shares of its Class A Common Stock to B. Riley in aggregate amount not to exceed $ 100.0 million or 19.99 % of the aggregate outstanding Class A and Class B Common Stock of the Company as of August 2, 2022. See Note 13 – Stockholders’ Equity for additional information about this financing arrangement. However, actual sales of shares under the Purchase Agreement will depend on a variety of factors including, among other things, market conditions and the trading price of the Class A Common Stock, and the full amount of capital may not be fully realized. As we seek additional sources of financing, there can be no assurance that such financing would be available to us on favorable terms or at all. Our ability to obtain additional financing in the debt and equity capital markets is subject to several factors, including market and economic conditions, our performance and investor sentiment with respect to us and our industry. As a result of these uncertainties, and notwithstanding management’s plans and efforts to date, there is substantial doubt about the Company’s ability to continue as a going concern. If we are unable to raise substantial additional capital in the near term, our operations and production plans will be scaled back or curtailed. If the funds raised are insufficient to provide a bridge to full commercial production at a profit, our operations could be severely curtailed or cease entirely and we may not realize any significant value from our assets. We have, however, prepared these condensed consolidated financial statements on a going concern basis, assuming that our financial resources will be sufficient to meet our capital needs over the next twelve months. Accordingly, our financial statements do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation. Impairment of long-lived assets, indefinite-lived intangibles and goodwill The Company performs an annual impairment review of goodwill and indefinite-lived intangible assets during the fourth fiscal quarter of each year, and more frequently if the Company believes that indicators of impairment exist. Long-lived assets are tested for recoverability when events or changes in circumstances indicate that their carrying amounts may not be recoverable. As of the third quarter of fiscal year 2022, the Company determined that impairment indicators were present based on the existence of substantial doubt about the Company’s ability to continue as a going concern, a sustained decrease in the Company’s share price and macroeconomic factors. Accordingly, the Company proceeded with the quantitative impairment tests. For indefinite-lived intangible assets, the Company compared the carrying amount of the asset to its fair value, resulting in a non-cash impairment charge, as described further in Note 5 – Goodwill and Intangible Assets. For the long-lived assets, the Company compared the sum of the undiscounted future cash flows attributable to the Launch Services and Space Products asset groups (the lowest level for which identifiable cash flows are available) to their respective carrying amounts and concluded that the Space Products asset group was recoverable. The Launch Services asset group was not recoverable, and the Company proceeded with the comparison of the asset group’s carrying amount to its fair value, resulting in a non-cash impairment charge, as described further in Note 4 – Supplemental Financial Information. For goodwill, the Company compared the carrying amount of the reporting unit to its fair value. During the third quarter of fiscal year 2022, the Company took steps to realign management and internal reporting, resulting in two operating and reportable segments, as described further in Note 16 – Segment Information. In accordance with the accounting guidance under ASC 350, the reorganization triggered a goodwill impairment test based on the reporting structure immediately before the reorganization, as a single reporting unit, resulting in a non-cash impairment charge writing off the entire goodwill balance, as described further in Note 5 – Goodwill and Intangible Assets. Fair values of the Company’s reporting units were determined using the discounted cash flow model and fair value of the tradename was determined using the relief-from-royalty method. Significant inputs include discount rates, growth rates, and cash flow projections, and for the tradename, the royalty rate. These valuation inputs are considered Level 3 inputs as defined by ASC 820 Fair Value Measurement. |
Impact of the COVID-19 Pandemic | Impact of the COVID-19 Pandemic The Company has been actively monitoring the ongoing COVID-19 pandemic situation and its impact on the Company’s business while keeping abreast of the latest developments, particularly the variants of the virus, to ensure preparedness for Astra’s employees and its business. The COVID-19 pandemic had disrupted everyday life and markets worldwide, leading to significant business and supply-chain disruption, as well as broad-based changes in supply and demand. The Company has been diligent in testing and monitoring its employees, and there have been disruptions in productivity, although these disruptions have not resulted in suspension of its manufacturing facilities. However, there has been a trend in many parts of the world of increasing availability and administration of vaccines against COVID-19, as well as an easing of restrictions on social, business, travel and government activities and functions. On the other hand, infection rates and regulations continue to fluctuate in various regions and there are ongoing global impacts resulting from the pandemic, including challenges and increases in costs for logistics and supply chains, such as increased intermittent supplier delays and a shortfall of semiconductor supply. Ultimately, the Company cannot predict the duration of the COVID-19 pandemic. The Company will continue to monitor macroeconomic conditions to remain flexible and to optimize and evolve its business as appropriate and deploy its production, workforce and other resources accordingly. |
Use of Estimates and Judgements | Use of Estimates and Judgements The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities in the condensed consolidated financial statements and accompanying notes. The Company bases these estimates on historical experience and on various other assumptions that it believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results could differ significantly from those estimates. Significant items subject to such estimates and assumptions include the valuation of goodwill and long-lived assets, inventory valuation and reserves, stock-based compensation, pre-combination Astra common stock, useful lives of intangible assets and property, plant and equipment, deferred tax assets, income tax uncertainties, contingent consideration, and other contingencies. |
Revenues (Tables)
Revenues (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Revenues [Abstract] | |
Schedule of Revenue Disaggregated by Type of Revenue | The following table presents revenue disaggregated by type of revenue for the periods presented: Three Months Ended Nine Months Ended 2022 2021 2022 2021 Launch services $ — $ — $ 5,899 $ — Space products 2,777 — 3,471 — Total revenues $ 2,777 $ — $ 9,370 $ — |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Business Acquisition [Line Items] | |
Schedule of acquisition-date fair value of the consideration transferred | The fair value of the consideration paid as of July 1, 2021, was $ 70.8 million, net of cash acquired (the "Apollo Merger"), which consisted of the following: Purchase Consideration (in thousands) Cash paid for outstanding Apollo common stock and options $ 19,926 Fair value of Astra Class A common stock issued 33,008 Fair value of contingent consideration 18,400 Total purchase consideration 71,334 Less: cash acquired 566 Total purchase consideration, net of cash acquired $ 70,768 |
Schedule of preliminary allocation of the total purchase price | (in thousands) Fair Value Inventory $ 131 Prepaid and other current assets 796 Property, plant and equipment 996 Right of use assets 163 Goodwill 58,251 Intangible assets 15,350 Other non-current assets 75 Total assets acquired 75,762 Accounts payable ( 950 ) Accrued expenses and other current liabilities ( 1,939 ) Operating lease obligation ( 163 ) Other non-current liabilities ( 1,942 ) Total liabilities assumed ( 4,994 ) Fair value of net assets acquired $ 70,768 |
Schedule of Intangible Assets Fair Value and Amortization Periods | Intangible Assets Fair Value Weighted-Average Amortization Periods (in thousands) (in years) Developed technology $ 12,100 6 Customer contracts and related relationships 2,900 3 Order backlog 200 1 Tradename 150 2 Total identified intangible assets $ 15,350 |
Schedule of Business Acquisition Pro Forma Information | The unaudited pro forma information presented below is for informational purposes only and is not necessarily indicative of our consolidated results of operations of the combined business had the acquisition actually occurred at the beginning of fiscal year 2020 or of the results of our future operations of the combined business. in thousands For the Three Months Ended September 30, 2021 For The Nine Months Ended September 30, 2021 Pro forma net revenues $ — $ 400 Pro forma net loss and net loss attributable to common stockholders $ ( 13,038 ) $ ( 207,789 ) |
Schedule of Number of Shares of Class A Common Stock Issued | The number of shares of Class A common stock issued immediately following the consummation of the Business Combination were: Common stock of Holicity 29,989,019 Holicity founder shares 7,500,000 Shares issued in PIPE 20,000,000 Business Combination and PIPE shares 57,489,019 Pre-combination Astra shares 140,601,884 Total shares of Class A common stock immediately after Business Combination 198,090,903 |
Property, Plant and Equipment,N
Property, Plant and Equipment,Net (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment, Net | Property, Plant and Equipment, net Presented in the table below are the major classes of property, plant and equipment: in thousands As of September 30, 2022 As of December 31, 2021 Construction in progress $ 6,381 $ 39,246 Computer and software 6,501 3,092 Leasehold improvements 58,255 14,177 Research equipment 14,478 8,935 Production equipment 23,439 10,442 Furniture and fixtures 1,523 1,001 Total property, plant and equipment 110,577 76,893 Less: accumulated depreciation ( 20,241 ) ( 10,577 ) Less: accumulated impairment charges ( 70,288 ) — Property, plant and equipment, net $ 20,048 $ 66,316 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Changes in Carrying Amount of Goodwill | The following table summarizes the changes in the carrying amount of goodwill: (in thousands) Carrying Amount Accumulated Impairment Charge Net Book Value Goodwill $ 58,251 $ ( 58,251 ) $ — |
Summary of Other Intangible Assets | Intangible Assets in thousands Gross Carrying Amount Accumulated Impairment Charge Accumulated Amortization Net Book Value As of September 30, 2022: Definite-lived intangible assets Developed technology $ 12,100 $ ( 2,191 ) $ ( 2,521 ) $ 7,388 Customer contracts and related relationship 2,900 ( 517 ) ( 1,208 ) 1,175 Order backlog 200 — ( 200 ) — Trade names 150 ( 27 ) ( 94 ) 29 Intangible assets subject to amortization 15,350 ( 2,734 ) ( 4,023 ) 8,593 Indefinite-lived intangible assets Trademarks 4,200 ( 2,094 ) — 2,106 Total $ 19,550 $ ( 4,828 ) $ ( 4,023 ) $ 10,699 in thousands Gross Carrying Amount Accumulated Amortization Net Book Value As of December 31, 2021: Definite-lived intangible assets Developed technology $ 12,100 $ ( 1,008 ) $ 11,092 Customer contracts and related relationship 2,900 ( 483 ) 2,417 Order backlog 200 ( 100 ) 100 Trade names 150 ( 38 ) 112 Intangible assets subject to amortization 15,350 ( 1,629 ) 13,721 Indefinite-lived intangible assets Trademarks 4,200 — 4,200 Total $ 19,550 $ ( 1,629 ) $ 17,921 |
Expected Future Amortization Expense Related to Intangible Assets | Based on the amount of intangible assets as of September 30, 2022, the expected amortization expense for each of the next five years and thereafter is as follows: in thousands Expected Amortization Expense 2022 (remainder) $ 567 2023 2,247 2024 1,891 2025 1,555 2026 1,555 Thereafter 778 Total Intangible assets subject to amortization $ 8,593 |
Supplemental Financial Inform_2
Supplemental Financial Information (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Supplemental Financial Information Abstract | |
Inventory | Inventories in thousands As of September 30, 2022 As of December 31, 2021 Raw materials $ 1,015 $ 5,775 Work in progress 4,159 941 Finished goods — 959 Inventories $ 5,174 $ 7,675 |
Schedule of Major Classes of Property Plant And Equipment | Property, Plant and Equipment, net Presented in the table below are the major classes of property, plant and equipment: in thousands As of September 30, 2022 As of December 31, 2021 Construction in progress $ 6,381 $ 39,246 Computer and software 6,501 3,092 Leasehold improvements 58,255 14,177 Research equipment 14,478 8,935 Production equipment 23,439 10,442 Furniture and fixtures 1,523 1,001 Total property, plant and equipment 110,577 76,893 Less: accumulated depreciation ( 20,241 ) ( 10,577 ) Less: accumulated impairment charges ( 70,288 ) — Property, plant and equipment, net $ 20,048 $ 66,316 |
Accrued Expenses and Other Current Liabilities | Accrued Expenses and Other Current Liabilities in thousands As of September 30, 2022 As of December 31, 2021 Employee compensation and benefits $ 5,882 $ 9,927 Contract liabilities, current portion 12,028 10,162 Construction in progress related accruals 1,072 3,726 Accrued expenses 5,280 3,464 Other (miscellaneous) 3,120 2,620 Accrued expenses and other current liabilities $ 27,382 $ 29,899 |
Other Non-Current Liabilities | Other Non-Current Liabilities in thousands As of September 30, 2022 As of December 31, 2021 Contract liabilities, net of current portion 6,013 149 Other (miscellaneous) 1,264 750 Other non-current liabilities $ 7,277 $ 899 |
Other (Expense) Income, Net | Other (Expense) Income, Net Three Months Ended September 30, Nine Months Ended September 30, in thousands 2022 2021 2022 2021 Change in fair value of warrant liabilities $ — $ 20,447 $ — $ 20,447 Gain on forgiveness of PPP note — 4,850 — 4,850 Other (miscellaneous) ( 25 ) 598 314 ( 120 ) Other (expense) income, net $ ( 25 ) $ 25,895 $ 314 $ 25,177 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Schedule of Supplemental Cash Flow Information | Cash flows arising from lease transactions for the three and nine months ended September 30, 2022 and 2021 were as follows (in thousands): For the Three Months Ended September 30, Nine Months Ended September 30, in thousands 2022 2021 2022 2021 Cash paid for amounts included in the measurements of lease $ ( 893 ) $ ( 484 ) $ ( 1,834 ) $ ( 1,254 ) Right-of-use assets obtained in exchange for operating leases liabilities $ 6,949 $ — $ 7,200 $ — |
Schedule of Future Minimum Lease Payments under Non-cancellable Lease Payments | Future minimum lease payments under non-cancellable leases in effect as of September 30, 2022 are as follows (in thousands): Operating 2022 (remainder) $ 1,010 2023 4,069 2024 3,941 2025 3,233 2026 2,075 Thereafter 3,705 Total future undiscounted minimum lease payments $ 18,033 Less: imputed interest 3,156 Total reported lease liability $ 14,877 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of fair value hierarchy | The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis (in thousands): As of September 30, 2022 Description Level 1 Level 2 Level 3 Total Assets Cash equivalents: Money market account $ 17,349 $ — $ — $ 17,349 Marketable securities US Treasury securities 15,746 — — 15,746 Corporate debt securities — 14,406 — 14,406 Commercial paper — 48,253 — 48,253 Asset backed securities — 4,531 — 4,531 Total financial assets $ 33,095 $ 67,190 $ — $ 100,285 Liabilities: Contingent consideration $ — $ — $ 42,950 $ 42,950 Total financial liabilities $ — $ — $ 42,950 $ 42,950 As of December 31, 2021 Description Level 1 Level 2 Level 3 Total Assets Cash equivalents: Money market account $ 100,000 $ — $ — $ 100,000 Total financial assets $ 100,000 $ — $ — $ 100,000 Liabilities: Contingent consideration $ — $ — $ 13,700 $ 13,700 Total financial liabilities $ — $ — $ 13,700 $ 13,700 |
Summary of the Changes In Fair Value of Financial Instruments | The following table presents a summary of the changes in fair value of the Company's Level 3 financial instruments: in thousands Contingent Consideration Fair value as of December 31, 2021 $ 13,700 Loss on change in fair value of contingent consideration included in 29,249 Fair value as of September 30, 2022 $ 42,949 |
Summary of Range of Inputs To Determine The Fair Value of Contingent Consideration | The following table sets forth the range of inputs for the significant assumptions utilized to determine the fair value of contingent consideration as of September 30, 2022 and December 31, 2021: As of September 30, 2022 As of December 31, 2021 Risk-free interest rate 4.08 % 0.56 % Expected revenue volatility 19.0 % 20.0 % Revenue discount rate 9.00 % 5.50 % Discount rate 4.80 % 3.25 % |
Summary of Available-for-Sale Marketable Securities | The following is a summary of available-for-sale marketable securities as of September 30, 2022 (in thousands): As of September 30, 2022 Description Amortized Cost Gross Unrealized Loss Fair Value U.S. Treasury securities $ 15,798 $ ( 52 ) $ 15,746 Corporate debt securities 14,528 ( 122 ) 14,406 Commercial paper 48,253 - 48,253 Asset backed securities 4,559 ( 28 ) 4,531 Total available-for-sale marketable securities $ 83,138 $ ( 202 ) $ 82,936 |
Schedule of Breakdown of the Available-for-Sale Marketable Securities in an Unrealized Loss Position | The following table presents the breakdown of the available-for-sale marketable securities in an unrealized loss position as of September 30, 2022 (in thousands). September 30, 2022 Fair Value Gross Unrealized Loss U.S. Treasury securities Less than 12 months $ 15,746 $ 52 Total $ 15,746 $ 52 Corporate debt securities Less than 12 months $ 14,406 $ 122 Total $ 14,406 $ 122 Commercial paper Less than 12 months $ 48,253 $ - Total $ 48,253 $ - Asset backed securities Less than 12 months $ 4,531 $ 28 Total $ 4,531 $ 28 |
Summary of amortized cost and fair value of available-for-sale securities by contractual maturity | As of September 30, 2022 in thousands Amortized Cost Fair Value Due in 1 year or less $ 83,138 $ 82,936 |
Convertible Preferred Stock (Ta
Convertible Preferred Stock (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Schedule of Three Classes of Convertible Preferred Stock Before Combination | The three classes of convertible preferred stock of pre-combination Astra were: Series A convertible preferred stock, Series B convertible preferred stock and Series C convertible preferred stock (collectively, the “Convertible Preferred Stock”). Immediately before the consummation of the Business Combination, the Convertible Preferred Stock of pre-combination Astra consisted of: Series Shares Outstanding (pre-combination Astra) Liquidation Conversion Annual A 65,780,540 $ 0.243233 $ 0.243233 $ 0.019459 B 70,713,123 1.333008 1.333008 0.106640 C 50,483,785 6.620970 6.620970 0.529680 Total 186,977,448 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Share-based Compensation | The following table summarizes stock-based compensation expense that the Company recorded in the condensed consolidated statements of operations for the three and nine months ended September 30, 2022 and 2021, respectively: For the Three Months For The Nine Months in thousands 2022 2021 2022 2021 Cost of revenues $ 109 $ — $ 806 $ — Research and development 5,565 1,334 17,133 4,638 Sales and marketing 1,562 15 4,559 70 General and administrative 6,512 1,339 21,082 15,757 Stock-based compensation expense $ 13,748 $ 2,688 $ 43,580 $ 20,465 |
Summary of Stock Option Activity | The following is a summary of stock option activity for the nine months ended September 30, 2022: No. of Weighted- Average Exercise Price Weighted- Average Aggregate Intrinsic Outstanding – December 31, 2021 20,326,384 $ 7.52 9.4 $ 22,782,654 Granted 1,242,027 4.85 Exercised ( 620,145 ) 0.45 Forfeited ( 267,189 ) 1.18 Expired ( 5,067 ) 6.75 Outstanding – September 30, 2022 20,676,010 $ 7.61 8.7 $ 414,014 Unvested – September 30, 2022 520,648 $ 8.37 8.86 $ 124,254 Exercisable – September 30, 2022 20,155,362 $ 3.83 7.6 $ 289,760 The Company uses the Black-Scholes option pricing-model to calculate the grant date fair value of time-based options. The following table summarizes the assumptions used in estimating the fair value of options granted in the nine months ended September 30, 2022: Time Based Stock Options Expected terms (years) (1) 5.81 Expected volatility (2) 68.9 % Risk-free interest rate (3) 1.70 % Expected dividend rate (4) - Grant-date fair value $ 3.20 |
Summary of restricted stock units | The following is a summary of restricted stock units for the nine months ended September 30, 2022: Number of RSUs Outstanding Weighted- Average Grant Date Fair Value Per Share Outstanding – December 31, 2021 10,678,818 $ 9.20 Granted 13,760,707 2.51 Vested ( 2,737,757 ) 8.40 Forfeited ( 2,941,954 ) 7.18 Outstanding – September 30, 2022 18,759,814 $ 4.73 |
Loss per Share (Tables)
Loss per Share (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Computation of Basic and Diluted Loss | The following tables set forth the computation of basic and diluted loss for the three months ended September 30, 2022 and 2021, and the nine months ended September 30, 2022 and 2021: For The Three Months Ended September 30, 2022 2021 (in thousands, except share and per share amounts) Class A Class B Class A Class B Net loss attributed to common stockholders $ ( 157,592 ) $ ( 41,522 ) $ ( 12,697 ) $ ( 3,551 ) Basic weighted average common shares outstanding 210,788,116 55,539,188 201,080,003 56,239,188 Dilutive weighted average common shares 210,788,116 55,539,188 201,080,003 56,239,188 Loss per share attributable to common stockholders: Basic and Diluted loss per share $ ( 0.75 ) $ ( 0.75 ) $ ( 0.06 ) $ ( 0.06 ) For The Nine Months Ended September 30, 2022 2021 (in thousands, except share and per share amounts) Class A Class B Class A Class B Net loss attributed to common stockholders $ ( 290,145 ) $ ( 76,985 ) $ ( 126,985 ) $ ( 79,532 ) Adjustment to redemption value on Convertible Preferred Stock — — ( 622,098 ) ( 389,628 ) Net loss attributed to common stockholders $ ( 290,145 ) $ ( 76,985 ) $ ( 749,083 ) $ ( 469,160 ) Basic weighted average common shares outstanding 209,317,361 55,539,188 79,784,524 49,970,071 Dilutive weighted average common shares outstanding 209,317,361 55,539,188 79,784,524 49,970,071 Loss per share attributable to common stockholders: Basic and Diluted loss per share $ ( 1.39 ) $ ( 1.39 ) $ ( 9.39 ) $ ( 9.39 ) |
Schedule of Antidilutive Shares | The following Class A securities were not included in the computation of diluted shares outstanding because the effect would be anti-dilutive: As of September 30, 2022 2021 Class A Class A Stock options 7,139,177 20,752,943 RSUs 18,759,814 9,352,100 Convertible Preferred Stock — — Warrants — 15,333,309 Total 25,898,991 45,438,352 The Class A securities excluded in the computation of diluted shares outstanding were the same for the three and nine months ending September 30, 2022 and September 30, 2021 There were no Class B securities that were excluded in the computation of diluted shares outstanding for the three and nine months ending September 30, 2022 and September 30, 2021. |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
Schedule of Revenue by Reportable Segment | The following table shows revenue by reportable segment for the three and nine months ended September 30, 2022 and 2021: Three Months Ended Nine Months Ended (in thousands) 2022 2021 2022 2021 Revenues: Launch services $ — $ — $ 5,899 $ — Space products 2,777 — 3,471 — Total revenues: $ 2,777 $ — $ 9,370 $ — Cost of revenues: Launch services — — 28,193 — Space products 1,071 — 1,337 — Total cost of revenues: $ 1,071 $ — $ 29,530 $ — Gross profit (loss): Launch services - — ( 22,294 ) — Space products 1,706 — 2,134 — Total gross profit (loss): $ 1,706 $ — $ ( 20,160 ) $ — |
Summary of Reconciles Segment Gross Profit to Loss Before Income Taxes | The following table reconciles segment gross profit to loss before income taxes for the three and nine months ended September 30, 2022 and 2021: Three Months Ended Nine Months Ended (in thousands) 2022 2021 2022 2021 Gross profit (loss) $ 1,706 $ — $ ( 20,160 ) $ — Research and development 32,821 21,724 111,546 44,159 Selling and marketing 4,052 1,090 13,452 2,229 General and administrative 19,222 19,730 60,816 50,712 Impairment expense 75,116 — 75,116 — Goodwill impairment 58,251 — 58,251 — Loss on change in fair value of contingent consideration 11,949 — 29,249 — Interest (income) expense, net ( 616 ) ( 18 ) ( 1,146 ) 1,194 Other expense (income), net 25 ( 25,895 ) ( 314 ) ( 25,177 ) Loss on extinguishment of convertible notes — — — 131,908 Loss on extinguishment of convertible notes attributable to related parties — — — 1,875 Loss before taxes $ ( 199,114 ) $ ( 16,631 ) $ ( 367,130 ) $ ( 206,900 ) |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies - Additional information (Detail) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Aug. 02, 2022 USD ($) | Jun. 30, 2022 Segment | Sep. 30, 2022 USD ($) Segment $ / shares | Sep. 30, 2021 USD ($) | Jun. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) Segment $ / shares | Sep. 30, 2021 Segment | Dec. 31, 2021 USD ($) $ / shares | |
Accounting Policy [Line Items] | ||||||||
Cash and cash equivalents | $ 67,608 | $ 67,608 | $ 325,007 | |||||
Marketable securities | 82,900 | 82,900 | ||||||
Accumulated deficit | $ (1,775,513) | $ (1,775,513) | $ (1,408,383) | |||||
Newly issued shares, value | $ 33,008 | $ 406,869 | ||||||
Number of operating and reportable segments | Segment | 1 | 2 | 2 | 1 | ||||
Common Class A [Member] | ||||||||
Accounting Policy [Line Items] | ||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
B. Riley Principal Capital II, LLC [Member] | Common Class A [Member] | Maximum [Member] | ||||||||
Accounting Policy [Line Items] | ||||||||
Newly issued shares, value | $ 100,000 | |||||||
Number of shares, percentage | 19.99% | |||||||
Exchange of Stock for Stock [Member] | ||||||||
Accounting Policy [Line Items] | ||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 |
Revenues - Schedule of Revenue
Revenues - Schedule of Revenue Disaggregated by Type of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenues | $ 2,777 | $ 0 | $ 9,370 | $ 0 |
Launch Services [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 0 | 0 | 5,899 | 0 |
Space Products [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | $ 2,777 | $ 0 | $ 3,471 | $ 0 |
Revenues - Additional Informati
Revenues - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Revenues [Abstract] | |||||
Contract asset | $ 0 | $ 0 | |||
Contract liabilities | $ 18,000 | 18,000 | $ 10,400 | ||
Unsatisfied performance obligations | 40,600 | 40,600 | |||
Revenue recognized | 300 | $ 0 | 5,200 | $ 0 | |
Other income (expense), net | $ 0 | $ 0 | $ 400 | $ 0 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Nov. 22, 2021 | Jul. 01, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 26, 2021 | May 20, 2021 | Jan. 01, 2020 | |
Business Combination Segment Allocation [Line Items] | |||||||||||
Contingent consideration liability upon acquisition | $ 43,000 | $ 43,000 | |||||||||
Common stock, shares issued | 3,775,709 | ||||||||||
Decrease in fair value of contingent consideration liability | (12,000) | (29,249) | $ 0 | ||||||||
Cash and Cash Equivalents, Period Increase (Decrease) | (257,399) | 368,041 | |||||||||
Loss on change in fair value of contingent consideration | 12,000 | 29,249 | 0 | ||||||||
General and administrative expenses | 19,222 | $ 19,730 | 60,816 | 50,712 | |||||||
Outstanding interest | $ 4,600 | ||||||||||
Transaction cost | $ 25,200 | $ 4,000 | |||||||||
Additional paid in capital | 1,889,759 | 1,889,759 | $ 1,844,875 | ||||||||
Private Placement Warrants [Member] | |||||||||||
Business Combination Segment Allocation [Line Items] | |||||||||||
Redeemed price per share | $ 10 | ||||||||||
Pendrell | Bridge Loan | |||||||||||
Business Combination Segment Allocation [Line Items] | |||||||||||
Bridge loan | $ 10,400 | $ 10,400 | |||||||||
Maturity of Principal Amount | 10,000 | $ 10,000 | |||||||||
Interest (expense), net | $ 400 | ||||||||||
Holicity S Trust | Executive Officer | Common Stock [Member] | |||||||||||
Business Combination Segment Allocation [Line Items] | |||||||||||
Business combination share issued in exchange of number of share | 73,699,647 | ||||||||||
Holicity S Trust | Founder | Preferred Stock | |||||||||||
Business Combination Segment Allocation [Line Items] | |||||||||||
Business combination share issued in exchange of number of share | 10,870,562 | ||||||||||
Astra Space, Inc. | |||||||||||
Business Combination Segment Allocation [Line Items] | |||||||||||
Amortization expenses | 800 | 2,500 | |||||||||
Transaction cost | 4,400 | ||||||||||
PSUs [Member] | |||||||||||
Business Combination Segment Allocation [Line Items] | |||||||||||
Number of shares issued to employees | 1,047,115 | ||||||||||
Holicity Inc | |||||||||||
Business Combination Segment Allocation [Line Items] | |||||||||||
Common stock, par value | $ 0.0001 | ||||||||||
Business Combination Share Exchange Ratio | approximately one pre-combination Astra share to 0.665 of the Company's shares | ||||||||||
Cash and Cash Equivalents, Period Increase (Decrease) | $ 463,600 | ||||||||||
Proceeds from Issuance of Private Placement | $ 200,000 | ||||||||||
General and administrative expenses | 2,200 | ||||||||||
Transaction cost | 25,500 | 25,500 | |||||||||
Additional paid in capital | 23,300 | 23,300 | |||||||||
Business combination share issued | 29,989,019 | ||||||||||
Business combination share redeemed | 10,981 | ||||||||||
Redeemed price per share | $ 10 | ||||||||||
Holicity Inc | Private Placement Warrants [Member] | |||||||||||
Business Combination Segment Allocation [Line Items] | |||||||||||
Business combination share issued | 20,000,000 | ||||||||||
Holicity Inc | Founder | |||||||||||
Business Combination Segment Allocation [Line Items] | |||||||||||
Business combination share issued | 7,500,000 | ||||||||||
Holicity Inc | Public and Private Warrants [Member] | |||||||||||
Business Combination Segment Allocation [Line Items] | |||||||||||
Additional paid in capital | $ 56,800 | $ 56,800 | |||||||||
Apollo Fusion Inc [Member] | |||||||||||
Business Combination Segment Allocation [Line Items] | |||||||||||
Total purchase consideration, net of cash acquired | $ 70,768 | ||||||||||
Maximum contingent consideration | $ 75,000 | ||||||||||
Business Combination Contingent Consideration Arrangements Revenue Under Contract Percentage | 25% | ||||||||||
Fair value of contingent consideration | $ 18,400 | ||||||||||
Fair value of contingent consideration | 71,334 | ||||||||||
Revenues | $ 2,800 | 3,500 | |||||||||
Decrease in fair value of contingent consideration liability | (24,600) | ||||||||||
Loss on change in fair value of contingent consideration | 24,600 | ||||||||||
Acquisition in cash | $ 10,000 | ||||||||||
Transaction cost | $ 400 | ||||||||||
Compensation Cost | 8,400 | 2,600 | |||||||||
Cash earnout remaining obligation | 1,700 | ||||||||||
Compensation cost remaining amount being written off | $ 1,900 | ||||||||||
Apollo Fusion Inc [Member] | Fair Value, Inputs, Level 3 [Member] | |||||||||||
Business Combination Segment Allocation [Line Items] | |||||||||||
Fair value of contingent consideration | $ 18,400 | ||||||||||
Common Class A [Member] | |||||||||||
Business Combination Segment Allocation [Line Items] | |||||||||||
Common stock, shares issued | 211,824,567 | 211,824,567 | 207,451,107 | ||||||||
Common stock, shares outstanding | 211,824,567 | 211,824,567 | 207,451,107 | ||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||
Common Class A [Member] | Holicity Inc | |||||||||||
Business Combination Segment Allocation [Line Items] | |||||||||||
Common stock, shares issued | 198,090,903 | ||||||||||
Common stock, shares outstanding | 198,090,903 | ||||||||||
Aggregate stock option to purchase | 5,993,412 | ||||||||||
Warrants to purchase common stock | 15,813,829 | ||||||||||
Business combination share issued | 198,090,903 | ||||||||||
Common Class A [Member] | Holicity Inc | Founder | |||||||||||
Business Combination Segment Allocation [Line Items] | |||||||||||
Business combination share issued | 37,489,019 | ||||||||||
Common Class B [Member] | |||||||||||
Business Combination Segment Allocation [Line Items] | |||||||||||
Common stock, shares issued | 55,539,188 | 55,539,188 | 55,539,189 | ||||||||
Common stock, shares outstanding | 55,539,188 | 55,539,188 | 55,539,189 | ||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||
Common Class B [Member] | Holicity Inc | |||||||||||
Business Combination Segment Allocation [Line Items] | |||||||||||
Common stock, shares issued | 56,239,189 | ||||||||||
Common stock, shares outstanding | 56,239,189 | ||||||||||
Business combination share issued | 56,239,189 |
Acquisitions - Schedule of Acqu
Acquisitions - Schedule of Acquisition-date Fair Value of The Consideration Transferred (Details) - Apollo Fusion Inc [Member] $ in Thousands | Jul. 01, 2021 USD ($) |
Business Acquisition [Line Items] | |
Cash paid for outstanding Apollo common stock and options | $ 19,926 |
Fair value of Astra Class A common stock issued | 33,008 |
Fair value of contingent consideration | 18,400 |
Total purchase consideration | 71,334 |
Less: cash acquired | 566 |
Total purchase consideration, net of cash acquired | $ 70,768 |
Acquisitions - Schedule of Prel
Acquisitions - Schedule of Preliminary Allocation of The Total Purchase Price (Details) - Apollo Fusion Inc [Member] $ in Thousands | Jul. 01, 2021 USD ($) |
Business Acquisition [Line Items] | |
Inventory | $ 131 |
Prepaid and other current assets | 796 |
Property, plant and equipment | 996 |
Right of use assets | 163 |
Goodwill | 58,251 |
Intangible assets | 15,350 |
Other non-current assets | 75 |
Total assets acquired | 75,762 |
Accounts payable | (950) |
Accrued expenses and other current liabilities | (1,939) |
Operating lease obligation | (163) |
Other non-current liabilities | (1,942) |
Total liabilities assumed | (4,994) |
Fair value of net assets acquired | $ 70,768 |
Acquisitions - Schedule of Inta
Acquisitions - Schedule of Intangible Assets Fair Value and Amortization Periods (Details) - Apollo Fusion Inc [Member] $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Business Acquisition [Line Items] | |
Total identified intangible assets | $ 15,350 |
Developed Technology [Member] | |
Business Acquisition [Line Items] | |
Total identified intangible assets | $ 12,100 |
Weighted-Average Amortization Periods | 6 years |
Customer contracts and related relationships | |
Business Acquisition [Line Items] | |
Total identified intangible assets | $ 2,900 |
Weighted-Average Amortization Periods | 3 years |
Order Backlog [Member] | |
Business Acquisition [Line Items] | |
Total identified intangible assets | $ 200 |
Weighted-Average Amortization Periods | 1 year |
Trade Names [Member] | |
Business Acquisition [Line Items] | |
Total identified intangible assets | $ 150 |
Weighted-Average Amortization Periods | 2 years |
Acquisitions - Schedule of Busi
Acquisitions - Schedule of Business Acquisition Pro Forma Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | |
Business Acquisition [Line Items] | ||
Pro forma net revenue | $ 0 | $ 400 |
Pro forma net loss and net loss attributable to common stockholders | $ (13,038) | $ (207,789) |
Acquisitions - Schedule of Numb
Acquisitions - Schedule of Number of Shares of Class A Common Stock Issued (Details) | 6 Months Ended |
Jun. 30, 2021 shares | |
Holicity Inc | |
Business Combination Segment Allocation [Line Items] | |
Business combination share issued | 29,989,019 |
Holicity Inc | Common Class A [Member] | |
Business Combination Segment Allocation [Line Items] | |
Business combination share issued | 198,090,903 |
Holicity Inc | Private Placement Warrants [Member] | |
Business Combination Segment Allocation [Line Items] | |
Business combination share issued | 20,000,000 |
Holicity Inc | Private Placement Warrants [Member] | Business Combination [Member] | |
Business Combination Segment Allocation [Line Items] | |
Business combination share issued | 57,489,019 |
Holicity Inc | Founder | |
Business Combination Segment Allocation [Line Items] | |
Business combination share issued | 7,500,000 |
Holicity Inc | Founder | Common Class A [Member] | |
Business Combination Segment Allocation [Line Items] | |
Business combination share issued | 37,489,019 |
Astra Space Operations Inc | Pre Combination | |
Business Combination Segment Allocation [Line Items] | |
Business combination share issued | 140,601,884 |
Supplemental Financial Inform_3
Supplemental Financial Information - Schedule of Inventory (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Supplemental Financial Information Abstract | ||
Raw materials | $ 1,015 | $ 5,775 |
Work in progress | 4,159 | 941 |
Finished goods | 0 | 959 |
Inventories, net | $ 5,174 | $ 7,675 |
Supplemental Financial Inform_4
Supplemental Financial Information - Schedule of Property, Plant and Equipment, Net (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Property Plant And Equipment [Line Items] | ||
Total property, plant and equipment | $ 110,577 | $ 76,893 |
Less: accumulated depreciation | (20,241) | (10,577) |
Less: accumulated impairment charges | (70,288) | 0 |
Property, plant and equipment, net | 20,048 | 66,316 |
Construction in Progress [Member] | ||
Property Plant And Equipment [Line Items] | ||
Total property, plant and equipment | 6,381 | 39,246 |
Computer and Software [Member] | ||
Property Plant And Equipment [Line Items] | ||
Total property, plant and equipment | 6,501 | 3,092 |
Leasehold Improvements [Member] | ||
Property Plant And Equipment [Line Items] | ||
Total property, plant and equipment | 58,255 | 14,177 |
Research and Development Equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Total property, plant and equipment | 14,478 | 8,935 |
Production Equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Total property, plant and equipment | 23,439 | 10,442 |
Furniture and Fixtures [Member] | ||
Property Plant And Equipment [Line Items] | ||
Total property, plant and equipment | $ 1,523 | $ 1,001 |
Supplemental Financial Inform_5
Supplemental Financial Information - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Property Plant And Equipment [Line Items] | ||||
Depreciation | $ 3,700 | $ 800 | $ 9,664 | $ 2,958 |
Non-cash impairment charge | 70,300 | 70,300 | ||
Inventory write-downs | $ 0 | 0 | 18,828 | 0 |
Inventory write-down related to discontinuance of production | $ 10,200 | |||
Impairment charges | $ 0 | $ 0 |
Supplemental Financial Inform_6
Supplemental Financial Information - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Other Liabilities, Current [Abstract] | ||
Employee compensation and benefits | $ 5,882 | $ 9,927 |
Contract liabilities, current portion | 12,028 | 10,162 |
Construction in progress related accruals | 1,072 | 3,726 |
Accrued expenses | 5,280 | 3,464 |
Other (miscellaneous) | 3,120 | 2,620 |
Accrued expenses and other current liabilities | $ 27,382 | $ 29,899 |
Supplemental Financial Inform_7
Supplemental Financial Information - Schedule of Other Non Current Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Accrued Liabilities and Other Liabilities [Abstract] | ||
Contract liabilities, net of current portion | $ 6,013 | $ 149 |
Other (miscellaneous) | 1,264 | 750 |
Other non-current liabilities | $ 7,277 | $ 899 |
Supplemental Financial Inform_8
Supplemental Financial Information - Other (Expense) Income, Net (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Nonoperating Income (Expense) [Abstract] | ||||
Change in fair value of warrant liabilities | $ 0 | $ 20,447 | $ 0 | $ 20,447 |
Gain on forgiveness of PPP note | 0 | 4,850 | 0 | 4,850 |
Other (miscellaneous) | (25) | 598 | 314 | (120) |
Other (expense) income, net | $ (25) | $ 25,895 | $ 314 | $ 25,177 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Summary of Changes in Carrying Amount of Goodwill (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Finite-Lived Intangible Assets [Line Items] | ||
Carrying Amount | $ 15,350 | $ 15,350 |
Accumulated impairment charge | (2,734) | |
Net Book Value | 8,593 | $ 13,721 |
Goodwill [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Carrying Amount | 58,251 | |
Accumulated impairment charge | (58,251) | |
Net Book Value | $ 0 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Asset Impairment Charges | $ 0 | $ 0 | ||
Goodwill [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Asset Impairment Charges | $ 58,300 | 0 | $ 58,300 | 0 |
Intangible Assets [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Asset Impairment Charges | $ 4,800 | $ 0 | $ 4,800 | $ 0 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Summary of Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets subject to amortization, gross | $ 15,350 | $ 15,350 |
Intangible assets subject to amortization, accumulated impairment charge | (2,734) | |
Intangible assets subject to amortization, accumulated amortization | (4,023) | (1,629) |
Total intangible assets | 8,593 | 13,721 |
Total intangible assets, Carrying amount | 19,550 | 19,550 |
Total intangible assets, Accumulated impairment charge | (4,828) | |
Total intangible assets | 10,699 | 17,921 |
Trademarks [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets subject to amortization, gross | 4,200 | 4,200 |
Indefinite-lived intangible assets, accumulated impairment charge | (2,094) | |
Infinite lived intangible assets accumulated amortization | 0 | 0 |
Total intangible assets | 2,106 | 4,200 |
Developed Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets subject to amortization, gross | 12,100 | 12,100 |
Intangible assets subject to amortization, accumulated impairment charge | (2,191) | |
Intangible assets subject to amortization, accumulated amortization | (2,521) | (1,008) |
Total intangible assets | 7,388 | 11,092 |
Customer Contracts And Related Relationship [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets subject to amortization, gross | 2,900 | 2,900 |
Intangible assets subject to amortization, accumulated impairment charge | (517) | |
Intangible assets subject to amortization, accumulated amortization | (1,208) | (483) |
Total intangible assets | 1,175 | 2,417 |
Order Backlog [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets subject to amortization, gross | 200 | 200 |
Intangible assets subject to amortization, accumulated impairment charge | 0 | |
Intangible assets subject to amortization, accumulated amortization | (200) | (100) |
Total intangible assets | 100 | |
Total intangible assets | 0 | |
Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets subject to amortization, gross | 150 | 150 |
Intangible assets subject to amortization, accumulated impairment charge | (27) | |
Intangible assets subject to amortization, accumulated amortization | (94) | (38) |
Total intangible assets | $ 29 | $ 112 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Expected Future Amortization Expense Related to Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2022 (remainder) | $ 567 | |
2023 | 2,247 | |
2024 | 1,891 | |
2025 | 1,555 | |
2026 | 1,555 | |
Thereafter | 778 | |
Total intangible assets | $ 8,593 | $ 13,721 |
Long Term Debt - Additional Inf
Long Term Debt - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||||||||
May 20, 2021 | Apr. 23, 2021 | Jan. 28, 2021 | Dec. 25, 2018 | Nov. 30, 2020 | Apr. 20, 2020 | Jun. 30, 2019 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 26, 2021 | Jun. 30, 2021 | |
Debt Instrument [Line Items] | |||||||||||||
Common stock, shares issued | 3,775,709 | ||||||||||||
Warrants exercise price per share | $ 11.50 | $ 11.50 | $ 11.50 | ||||||||||
Warrant exercisable period | 10 years | ||||||||||||
Cash Purchase Price Per Share | $ 5.66 | ||||||||||||
Loss on extinguishment of convertible notes | $ 0 | $ 0 | $ 0 | $ 131,908 | |||||||||
Series C Preferred Stock [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Conversion Of Stock Amount Issued1 | $ 61,000 | ||||||||||||
Equity Financing Yield | $ 20,000 | ||||||||||||
Cash Purchase Price Per Share | $ 6.62 | ||||||||||||
Conversion of Stock, Shares Issued | 38,323,292 | ||||||||||||
Maximum [Member] | Series C Preferred Stock [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 1.71 | ||||||||||||
Minimum [Member] | Series C Preferred Stock [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 1.33 | ||||||||||||
June 2019 Convertible Notes [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Conversion Of Stock Amount Issued1 | $ 14,800 | ||||||||||||
Debt Instrument Maturity Date | Jun. 10, 2021 | ||||||||||||
Convertible Notes Payable | $ 14,500 | ||||||||||||
June 2019 Convertible Notes [Member] | Maximum [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Long Term Debt Percentage Bearing Fixed Interest Rate | 2.37% | 2.37% | |||||||||||
June 2019 Convertible Notes [Member] | Minimum [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Long Term Debt Percentage Bearing Fixed Interest Rate | 2.13% | 2.13% | |||||||||||
October 2019 Convertible Notes [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Conversion Of Stock Amount Issued1 | $ 45,000 | ||||||||||||
Cash Purchase Price Per Share | $ 6.62 | ||||||||||||
Convertible Notes Payable | 43,200 | 43,200 | |||||||||||
Derecognition Of Convertible Notes Payable | $ 42,600 | 42,600 | |||||||||||
Loss on extinguishment of convertible notes | $ (600) | $ 133,800 | |||||||||||
October 2019 Convertible Notes [Member] | Series C Preferred Stock [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Conversion Of Stock Amount Issued1 | $ 176,900 | ||||||||||||
Conversion of Stock, Shares Issued | 26,727,308 | ||||||||||||
October 2019 Convertible Notes [Member] | Maximum [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Long Term Debt Percentage Bearing Fixed Interest Rate | 1.69% | 1.69% | |||||||||||
October 2019 Convertible Notes [Member] | Minimum [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Long Term Debt Percentage Bearing Fixed Interest Rate | 1.59% | 1.59% | |||||||||||
Bridge Loan | Pendrell | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Maximum borrowing capacity, amount | $ 20,600 | ||||||||||||
Long Term Debt Percentage Bearing Fixed Interest Rate | 5% | ||||||||||||
Line Of Credit Facility Maximum Borrowing Capacity | $ 20,600 | ||||||||||||
Percentage of Upfront Fee of Principal Amount | 1% | ||||||||||||
Maturity of Principal Amount | $ 10,000 | 10,000 | |||||||||||
Bridge loan | $ 10,400 | $ 10,400 | |||||||||||
Percentage of Term Fee of Principal Amount | 2% | ||||||||||||
Paycheck Protection Program Note [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Proceeds from loan | $ 4,900 | ||||||||||||
Warrant [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Common stock, shares issued | 480,520 | ||||||||||||
Warrants exercise price per share | $ 0.24 | ||||||||||||
2018 Term Loan [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Maximum borrowing capacity, amount | $ 3,000 | ||||||||||||
Line Of Credit Facility Maximum Borrowing Capacity | 3,000 | ||||||||||||
2018 Equipment Advances [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Maximum borrowing capacity, amount | 7,000 | ||||||||||||
Line Of Credit Facility Maximum Borrowing Capacity | $ 7,000 |
Warrant Liabilities - Additiona
Warrant Liabilities - Additional Information (Details) | 9 Months Ended | 12 Months Ended | ||||
Dec. 27, 2021 $ / shares shares | Dec. 26, 2021 $ / shares shares | Sep. 30, 2022 $ / shares shares | Dec. 26, 2021 $ / shares shares | Dec. 31, 2021 shares | Dec. 31, 2020 $ / shares shares | |
Class of Warrant or Right [Line Items] | ||||||
Warrants exercise price per share | $ / shares | $ 11.50 | $ 11.50 | $ 11.50 | |||
Percentage of number of shares | 50% | |||||
Common stock, shares issued | 3,775,709 | 3,775,709 | ||||
Temporary Equity, Redemption Price Per Share | $ / shares | $ 0.10 | |||||
Share Price | $ / shares | $ 10 | |||||
Common Class A [Member] | ||||||
Class of Warrant or Right [Line Items] | ||||||
Common stock, shares issued | 211,824,567 | 207,451,107 | ||||
Shares to be received for each redeemable warrants | 0.002560374 | |||||
IPOMember | ||||||
Class of Warrant or Right [Line Items] | ||||||
Class of Warrant or Right, Outstanding | 9,999,976 | |||||
Warrants exercise price per share | $ / shares | $ 11.50 | |||||
Public Warrants [Member] | ||||||
Class of Warrant or Right [Line Items] | ||||||
Number of warrants exercised | 9,413,895 | |||||
Number of warrants redeemed | 586,075 | |||||
Private Placement Warrants [Member] | ||||||
Class of Warrant or Right [Line Items] | ||||||
Sale of Stock, Number of Shares Issued in Transaction | 5,333,333 | 5,333,333 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Aug. 16, 2022 | |
Income Tax Disclosure [Abstract] | |||||
Income tax (benefit) expense | $ 0 | $ (383) | $ 0 | $ (383) | |
Percent of minimum tax on book income | 15% | ||||
Percent of excise tax on net stock repurchases | 1% |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Lessee Lease Description [Line Items] | |||||
Operating lease term, option to extend additional period | 5 years | 5 years | |||
Lessee, Operating Lease, Description | The Company has operating leases for warehouse, production, and office facilities and equipment. Lease contracts have remaining lease terms of less than one year to seven years, some of which include options to extend the term by up to 5 years. The Company included renewal options that are reasonably certain to be exercised as part of the lease term. Additionally, some lease contracts include termination options. The Company does not expect to exercise the majority of termination options and generally excludes such options when determining the term of leases. | ||||
Operating lease, weighted average remaining lease term | 4 years 11 months 4 days | 4 years 11 months 4 days | 6 years 8 months 4 days | ||
Operating lease, weighted average discount rate | 8.21% | 8.21% | 7.34% | ||
Operating Lease, Cost | $ 1 | $ 0.5 | $ 1.9 | $ 1.2 | |
Minimum [Member] | |||||
Lessee Lease Description [Line Items] | |||||
Operating lease,remaining term | 1 year | 1 year | |||
Maximum [Member] | |||||
Lessee Lease Description [Line Items] | |||||
Operating lease,remaining term | 7 years | 7 years |
Leases - Schedule of Supplement
Leases - Schedule of Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Cash paid for amounts included in the measurements of lease liabilities: | ||||
Cash paid for amounts included in the measurements of lease liabilities, operating cash flows | $ (893) | $ (484) | $ (1,834) | $ (1,254) |
Right-of-use assets obtained in exchange for operating leases liabilities | $ 6,949 | $ 0 | $ 7,200 | $ 0 |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Lease Payments under Non-cancellable Lease Payments (Details) $ in Thousands | Sep. 30, 2022 USD ($) |
Leases [Abstract] | |
2022 (remainder) | $ 1,010 |
2023 | 4,069 |
2024 | 3,941 |
2025 | 3,233 |
2026 | 2,075 |
Thereafter | 3,705 |
Total future undiscounted minimum lease payments | 18,033 |
Less: Imputed interest | 3,156 |
Total reported lease liability | $ 14,877 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of fair value hierarchy (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Assets: | ||
Total financial assets | $ 100,285 | $ 100,000 |
Liabilities: | ||
Total financial liabilities | 42,950 | 13,700 |
Contingent Consideration [Member] | ||
Liabilities: | ||
Total financial liabilities | 42,950 | 13,700 |
Level 1 [Member] | ||
Assets: | ||
Total financial assets | 33,095 | 100,000 |
Liabilities: | ||
Total financial liabilities | 0 | 0 |
Level 1 [Member] | Contingent Consideration [Member] | ||
Liabilities: | ||
Total financial liabilities | 0 | 0 |
Level 2 [Member] | ||
Assets: | ||
Total financial assets | 67,190 | 0 |
Liabilities: | ||
Total financial liabilities | 0 | 0 |
Level 2 [Member] | Contingent Consideration [Member] | ||
Liabilities: | ||
Total financial liabilities | 0 | 0 |
Level 3 [Member] | ||
Assets: | ||
Total financial assets | 0 | 0 |
Liabilities: | ||
Total financial liabilities | 42,950 | 13,700 |
Level 3 [Member] | Contingent Consideration [Member] | ||
Liabilities: | ||
Total financial liabilities | 42,950 | 13,700 |
Money market account | ||
Assets: | ||
Total financial assets | 17,349 | 100,000 |
Money market account | Level 1 [Member] | ||
Assets: | ||
Total financial assets | 17,349 | 100,000 |
Money market account | Level 2 [Member] | ||
Assets: | ||
Total financial assets | 0 | 0 |
Money market account | Level 3 [Member] | ||
Assets: | ||
Total financial assets | 0 | $ 0 |
US Treasury securities | ||
Assets: | ||
Total financial assets | 15,746 | |
US Treasury securities | Level 1 [Member] | ||
Assets: | ||
Total financial assets | 15,746 | |
US Treasury securities | Level 2 [Member] | ||
Assets: | ||
Total financial assets | 0 | |
US Treasury securities | Level 3 [Member] | ||
Assets: | ||
Total financial assets | 0 | |
Corporate debt securities | ||
Assets: | ||
Total financial assets | 14,406 | |
Corporate debt securities | Level 1 [Member] | ||
Assets: | ||
Total financial assets | 0 | |
Corporate debt securities | Level 2 [Member] | ||
Assets: | ||
Total financial assets | 14,406 | |
Corporate debt securities | Level 3 [Member] | ||
Assets: | ||
Total financial assets | 0 | |
Commercial paper | ||
Assets: | ||
Total financial assets | 48,253 | |
Commercial paper | Level 1 [Member] | ||
Assets: | ||
Total financial assets | 0 | |
Commercial paper | Level 2 [Member] | ||
Assets: | ||
Total financial assets | 48,253 | |
Commercial paper | Level 3 [Member] | ||
Assets: | ||
Total financial assets | 0 | |
Asset backed securities | ||
Assets: | ||
Total financial assets | 4,531 | |
Asset backed securities | Level 1 [Member] | ||
Assets: | ||
Total financial assets | 0 | |
Asset backed securities | Level 2 [Member] | ||
Assets: | ||
Total financial assets | 4,531 | |
Asset backed securities | Level 3 [Member] | ||
Assets: | ||
Total financial assets | $ 0 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of the Changes In Fair Value of the Company Financial Instruments (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Fair Value Disclosures [Abstract] | |
Fair value as of December 31, 2021 | $ 13,700 |
Loss on change in fair value of contingent consideration included in other income (expense), net | 29,249 |
Fair value as of September 30, 2022 | $ 42,949 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Range of Inputs To Determine The fair Value of Contingent Consideration (Details) | Sep. 30, 2022 | Dec. 31, 2021 |
Risk-free interest rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Contingent Consideration | 4.08 | 0.56 |
Expected revenue volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Contingent Consideration | 19 | 20 |
Revenue discount rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Contingent Consideration | 9 | 5.50 |
Discount rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Contingent Consideration | 4.80 | 3.25 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Available-for-Sale Marketable Securities (Details) $ in Thousands | Sep. 30, 2022 USD ($) |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Amortized Cost | $ 83,138 |
Gross Unrealized Loss | (202) |
Fair Value | 82,936 |
US Treasury securities | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Amortized Cost | 15,798 |
Gross Unrealized Loss | (52) |
Fair Value | 15,746 |
Corporate debt securities | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Amortized Cost | 14,528 |
Gross Unrealized Loss | (122) |
Fair Value | 14,406 |
Commercial paper | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Amortized Cost | 48,253 |
Gross Unrealized Loss | 0 |
Fair Value | 48,253 |
Asset backed securities | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Amortized Cost | 4,559 |
Gross Unrealized Loss | (28) |
Fair Value | $ 4,531 |
Fair Value Measurements - Sch_3
Fair Value Measurements - Schedule of Breakdown of the Available-for-Sale Marketable Securities in an Unrealized Loss Position (Details) $ in Thousands | Sep. 30, 2022 USD ($) |
US Treasury securities | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair Value, Less than 12 months | $ 15,746 |
Fair Value, Total | 15,746 |
Gross Unrealized Loss, Less than 12 months | 52 |
Gross Unrealized Loss, Total | 52 |
Corporate debt securities | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair Value, Less than 12 months | 14,406 |
Fair Value, Total | 14,406 |
Gross Unrealized Loss, Less than 12 months | 122 |
Gross Unrealized Loss, Total | 122 |
Commercial paper | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair Value, Less than 12 months | 48,253 |
Fair Value, Total | 48,253 |
Gross Unrealized Loss, Less than 12 months | 0 |
Gross Unrealized Loss, Total | 0 |
Asset backed securities | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair Value, Less than 12 months | 4,531 |
Fair Value, Total | 4,531 |
Gross Unrealized Loss, Less than 12 months | 28 |
Gross Unrealized Loss, Total | $ 28 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended |
Sep. 30, 2022 | Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | ||
Realized loss | $ 0 | $ 0.1 |
Fair Value Measurements - Sum_3
Fair Value Measurements - Summary of Gains or Losses on Available-for-Sale Marketable Securities (Details) $ in Thousands | Sep. 30, 2022 USD ($) |
Fair Value Disclosures [Abstract] | |
Amortized Cost, Due in 1 year or less | $ 83,138 |
Fair Value, Due in 1 year or less | $ 82,936 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Millions | Sep. 30, 2022 | May 20, 2022 | Apr. 27, 2022 |
Commitments and Contingencies Disclosure [Abstract] | |||
Percentage of remaining purchase commitment during contract term | 50% | ||
Retention costs payable | $ 1.5 | $ 20 | |
Purchase obligation, to be paid, year one | $ 39 | ||
Purchase commitment fee | 9.6 | ||
Early termination penalty | $ 32.1 |
Convertible Preferred Stock - A
Convertible Preferred Stock - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |
Mar. 31, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | |
Preferred stock, shares outstanding | 0 | ||
Pre Combination Astra | |||
Preferred stock, shares outstanding | 186,977,448 | ||
Convertible Preferred Stock [Member] | |||
Cash capital contributions since inception | $ 100,200,000 | ||
Preferred stock, shares outstanding | 0 | 0 | |
Redeemable Noncontrolling Interest, Equity, Preferred, Redemption Value | $ 7.18 | ||
Adjustments to the carrying amount of the Convertible Preferred Stock | $ 1,100,000,000 | ||
Convertible Preferred Stock [Member] | Pre Combination Astra | |||
Preferred stock, shares outstanding | 186,977,448 | ||
Common Class A [Member] | |||
Convertible preferred stock, shares issued upon conversion | 124,340,003 |
Convertible Preferred Stock - S
Convertible Preferred Stock - Schedule of Three Classes of Convertible Preferred Stock Before Combination (Details) | Sep. 30, 2022 $ / shares shares |
Preferred stock, shares outstanding | shares | 0 |
Pre Combination Astra | |
Preferred stock, shares outstanding | shares | 186,977,448 |
Pre Combination Astra | Series A Preferred Stock [Member] | |
Preferred stock, shares outstanding | shares | 65,780,540 |
Liquidation Price Per Share | $ 0.243233 |
Annual Noncumulative Dividend Rights Per Share | 0.019459 |
Conversion Price Per Share | $ 0.243233 |
Pre Combination Astra | Series B Preferred Stock [Member] | |
Preferred stock, shares outstanding | shares | 70,713,123 |
Liquidation Price Per Share | $ 1.333008 |
Annual Noncumulative Dividend Rights Per Share | 0.106640 |
Conversion Price Per Share | $ 1.333008 |
Pre Combination Astra | Series C Preferred Stock [Member] | |
Preferred stock, shares outstanding | shares | 50,483,785 |
Liquidation Price Per Share | $ 6.620970 |
Annual Noncumulative Dividend Rights Per Share | 0.529680 |
Conversion Price Per Share | $ 6.620970 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||||
Aug. 31, 2022 | Aug. 02, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 26, 2021 | Dec. 31, 2016 | |
Common stock, shares authorized | 466,000,000 | 466,000,000 | ||||||||
Common stock, shares issued | 3,775,709 | |||||||||
Preferred stock, shares outstanding | 0 | 0 | ||||||||
Newly issued shares, value | $ 33,008 | $ 406,869 | ||||||||
Issuance costs related to the Purchase Agreement | $ 0 | $ 94 | ||||||||
Remaining availability under the Purchase Agreement | $ 100,000 | 100,000 | ||||||||
General and Administrative Expense [Member] | ||||||||||
Issuance costs related to the Purchase Agreement | $ 600 | |||||||||
B. Riley Principal Capital II, LLC [Member] | ||||||||||
Sale of stock, description | Sales of the Shares pursuant to the Purchase Agreement, and the timing of any sales, are solely at the option of the Company over the 24-month period from the date of initial satisfaction of the conditions to B. Riley set forth in the Purchase Agreement, including that a registration statement registering the resale by B. Riley of the Class A Common Stock under the Securities Act that may be sold to B. Riley by the Company under the Purchase Agreement is declared effective by the Securities and Exchange Commission (the “SEC”) and a final prospectus relating thereto is filed with the SEC. | |||||||||
Number of shares sold | 0 | 0 | ||||||||
Founders Preferred Stock [Member] | ||||||||||
Pre- combination preferred stock, shares outstanding | 10,870,562 | |||||||||
Common Class A [Member] | ||||||||||
Common stock, shares authorized | 400,000,000 | 400,000,000 | 400,000,000 | |||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Common stock, shares issued | 211,824,567 | 211,824,567 | 207,451,107 | |||||||
Common stock, shares outstanding | 211,824,567 | 211,824,567 | 207,451,107 | |||||||
Pre- combination preferred stock, shares outstanding | 3,599,647 | |||||||||
Voting rights per share | one | |||||||||
Percentage of Weighted Average Price of Common Stock | 97% | |||||||||
Common Class A [Member] | B. Riley Principal Capital II, LLC [Member] | ||||||||||
Outstanding shares, percentage | 4.99% | |||||||||
Common Class A [Member] | B. Riley Principal Capital II, LLC [Member] | Purchase Agreement And Registration Rights Agreement [Member] | ||||||||||
Newly issued shares, value | $ 100,000,000 | |||||||||
Newly issued shares | 359,098 | |||||||||
Common Class B [Member] | ||||||||||
Common stock, shares authorized | 65,000,000 | 65,000,000 | 65,000,000 | |||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Common stock, shares issued | 55,539,188 | 55,539,188 | 55,539,189 | |||||||
Common stock, shares outstanding | 55,539,188 | 55,539,188 | 55,539,189 | |||||||
Pre- combination preferred stock, shares outstanding | 9,622,689 | |||||||||
Voting rights per share | ten | |||||||||
Convertible Preferred Stock [Member] | ||||||||||
Preference shares authorized | 1,000,000 | 1,000,000 | 1,000,000 | |||||||
Preference shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Preferred stock, shares outstanding | 0 | 0 | 0 | |||||||
Convertible Preferred Stock [Member] | Astra’s Founders [Member] | ||||||||||
Preferred stock, shares outstanding | 10,870,562 | 10,870,562 | 18,500,000 | |||||||
Voting rights per share | ten | |||||||||
Preferred Stock [Member] | ||||||||||
Preference shares authorized | 1,000,000 | 1,000,000 | ||||||||
Preference shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||||||||
Class A and Class B Common Stock [Member] | B. Riley Principal Capital II, LLC [Member] | Purchase Agreement And Registration Rights Agreement [Member] | ||||||||||
Newly issued shares | 53,059,650 | |||||||||
Number of shares, percentage | 19.99% |
Stock-based Compensation - Addi
Stock-based Compensation - Additional Information (Details) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | |||||||||||
Jan. 21, 2022 shares | Nov. 22, 2021 shares | Sep. 20, 2021 shares | Apr. 23, 2021 $ / shares shares | Jan. 28, 2021 RelatedParties $ / shares shares | Apr. 30, 2021 USD ($) | Feb. 28, 2021 USD ($) | Sep. 30, 2022 USD ($) shares | Mar. 31, 2022 USD ($) | Sep. 30, 2021 USD ($) | Mar. 31, 2021 USD ($) | Jun. 30, 2021 shares | Sep. 30, 2022 USD ($) $ / shares shares | Sep. 30, 2021 USD ($) | Jan. 01, 2022 shares | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||||||||||||||
Stock-based compensation | $ 43,580,000 | $ 20,465,000 | |||||||||||||
Number of related party | RelatedParties | 2 | ||||||||||||||
Stock options issuance date | Jan. 28, 2021 | ||||||||||||||
Award granted | shares | 1,242,027 | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Period | 10 years | ||||||||||||||
Unrecognized Stock Based Compensation Expense | $ 32,800,000 | ||||||||||||||
Stock-based compensation | $ 13,748,000 | $ 2,688,000 | 43,580,000 | 20,465,000 | |||||||||||
Stock Based Compensation Expense Modification Related | $ 1,400,000 | ||||||||||||||
Compensation cost | 1,500,000 | ||||||||||||||
Cash Purchase Price Per Share | $ / shares | $ 5.66 | ||||||||||||||
Unvested aggregate intrinsic value | 124,254,000 | 124,254,000 | |||||||||||||
Common Class A [Member] | |||||||||||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||||||||||||||
Remain available for issuance | $ 0 | 33,008,000 | |||||||||||||
Series C Preferred Stock [Member] | |||||||||||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||||||||||||||
Cash Purchase Price Per Share | $ / shares | $ 6.62 | ||||||||||||||
Stock-Based Awards [Member] | |||||||||||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||||||||||||||
Weighted average period expected to be recognized | 3 years | ||||||||||||||
Unrecognized Stock Based Compensation Expense | $ 103,900,000 | ||||||||||||||
Restricted Stock Units (RSUs) [Member] | |||||||||||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||||||||||||||
Total fair value as of the respective vesting dates of restricted stock units vested | $ 6,500,000 | ||||||||||||||
Shares vested, Grant date fair value | $ / shares | $ 8.40 | ||||||||||||||
Unvested aggregate intrinsic value | 11,700,000 | $ 11,700,000 | |||||||||||||
Performance Based Stock Option [Member] | |||||||||||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||||||||||||||
Vesting periods | 5 years | ||||||||||||||
Unrecognized share based compensation expense | $ 14,200,000 | ||||||||||||||
Vesting Percentage | 20% | ||||||||||||||
Stock-based compensation | 5,200,000 | ||||||||||||||
PSUs [Member] | |||||||||||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||||||||||||||
Award granted | shares | 52,355 | 523,557 | |||||||||||||
Number of shares issued to employees | shares | 1,047,115 | ||||||||||||||
Description of PSUs vesting period | PSUs are subject to certain performance-based and service-based vesting conditions and would vest over four years with 25% of awards vesting on July 1, 2022, and the remaining 75% vesting quarterly over the remaining 12 quarters beginning on November 15, 2022, only for the portion of PSUs that is eligible to become vested which will be determined based upon timely satisfaction of performance conditions. | ||||||||||||||
Compensation cost | 300,000 | ||||||||||||||
Employee [Member] | |||||||||||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||||||||||||||
Total fair value as of the respective vesting dates of restricted stock units vested | $ 206,250,000 | ||||||||||||||
Executive Officer | |||||||||||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||||||||||||||
Total fair value as of the respective vesting dates of restricted stock units vested | $ 1,900,000,000 | ||||||||||||||
Executive Officer | Restricted Stock Units (RSUs) [Member] | |||||||||||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||||||||||||||
Award granted | shares | 3,972,185 | ||||||||||||||
Executive Officer | Performance Based Stock Option [Member] | |||||||||||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||||||||||||||
Award granted | shares | 13,016,178 | ||||||||||||||
Executive Officer | Time Based Stock Options [Member] | |||||||||||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||||||||||||||
Award granted | shares | 3,426,094 | ||||||||||||||
Chief Executive Officer [Member] | |||||||||||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||||||||||||||
Share-based accelerated vesting stock options | shares | 2,534,793 | 3,775,879 | |||||||||||||
Chief Financial Officer [Member] | |||||||||||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||||||||||||||
Share-based accelerated vesting stock options | shares | 1,500,000 | ||||||||||||||
Chief Business Officer [Member] | |||||||||||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||||||||||||||
Share-based accelerated vesting stock options | shares | 400,000 | ||||||||||||||
Chief Technology Officer [Member] | |||||||||||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||||||||||||||
Share-based accelerated vesting stock options | shares | 865,560 | 2,265,529 | |||||||||||||
General and Administrative Expense [Member] | |||||||||||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||||||||||||||
Stock-based compensation | $ 6,512,000 | 1,339,000 | $ 21,082,000 | 15,757,000 | |||||||||||
2016 Equity Incentive Plan [Member] | |||||||||||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||||||||||||||
Stock-based compensation | $ 7,200,000 | $ 7,200,000 | |||||||||||||
2021 Omnibus Incentive Plan [Member] | |||||||||||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||||||||||||||
Increase in number of common shares reserved for future issuance | shares | 6 | 13,100,000 | |||||||||||||
Percentage of Sum of Number of Shares | 5% | ||||||||||||||
Remain available for issuance | 16,800 | ||||||||||||||
2021 Omnibus Incentive Plan [Member] | Common Class A [Member] | |||||||||||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | shares | 36,800,000 | ||||||||||||||
2021 Omnibus Incentive Plan [Member] | PSUs [Member] | |||||||||||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||||||||||||||
Number of shares issued to employees | shares | 1,047,115 | ||||||||||||||
2021 Omnibus Incentive Plan [Member] | Minimum [Member] | |||||||||||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||||||||||||||
Award Issuance Year | 2023 | ||||||||||||||
2021 Omnibus Incentive Plan [Member] | Maximum [Member] | |||||||||||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||||||||||||||
Award Issuance Year | 2031 | ||||||||||||||
2021 Employee Stock Purchase Plan [Member] | |||||||||||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||||||||||||||
Increase in number of common shares reserved for future issuance | shares | 2,600,000 | ||||||||||||||
Percentage of Sum of Number of Shares | 1% | ||||||||||||||
Remain available for issuance | $ 7,200,000 | ||||||||||||||
Eligible Employees Shares Offering Period | 24 months | ||||||||||||||
Discount on Shares Purchased | 15% | ||||||||||||||
Shares Issued | shares | 0.5 | 0.5 | |||||||||||||
Unrecognized Stock Based Compensation Expense | $ 1,100,000 | ||||||||||||||
Cost Over Weighted Average Period | 11 months 4 days | ||||||||||||||
2021 Employee Stock Purchase Plan [Member] | Common Class A [Member] | |||||||||||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | shares | 5,000,000 | ||||||||||||||
2021 Employee Stock Purchase Plan [Member] | Minimum [Member] | |||||||||||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||||||||||||||
Award Issuance Year | 2023 | ||||||||||||||
2021 Employee Stock Purchase Plan [Member] | Maximum [Member] | |||||||||||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||||||||||||||
Award Issuance Year | 2031 | ||||||||||||||
Secondary Sales [Member] | |||||||||||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||||||||||||||
Stock-based compensation | $ 8,200,000 |
Stock-based Compensation - Summ
Stock-based Compensation - Summary of Share-based Compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation | $ 13,748 | $ 2,688 | $ 43,580 | $ 20,465 |
Cost of revenues [Member] | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation | 109 | 0 | 806 | 0 |
Research and Development [Member] | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation | 5,565 | 1,334 | 17,133 | 4,638 |
Sales and Marketing [Member] | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation | 1,562 | 15 | 4,559 | 70 |
General and Administrative [Member] | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation | $ 6,512 | $ 1,339 | $ 21,082 | $ 15,757 |
Stock-based Compensation - Su_2
Stock-based Compensation - Summary of stock option activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement [Abstract] | ||
Options outstanding Beginning balance, Shares | 20,326,384 | |
Options outstanding, Granted | 1,242,027 | |
Options outstanding, Exercised | (620,145) | |
Options outstanding, Forfeited | (267,189) | |
Options outstanding, Expired | (5,067) | |
Options Outstanding, Ending balance, Shares | 20,676,010 | 20,326,384 |
Unvested, Ending balance | 520,648 | |
Exercisable, Ending balance | 20,155,362 | |
Options outstanding Beginning balance, Shares | $ 7.52 | |
Options outstanding, Granted | 4.85 | |
Options Outstanding, Exercised | 0.45 | |
Options outstanding, Forfeited | 1.18 | |
Options outstanding, Expired | 6.75 | |
Options Outstanding, Ending balance, Shares | 7.61 | $ 7.52 |
Weighted- Average Exercise Price - Unvested | 8.37 | |
Exercisable - September 30, 2022 | $ 3.83 | |
Weighted average remaining term, outstanding | 8 years 8 months 12 days | 9 years 4 months 24 days |
Weighted- Average Remaining Term Unvested | 8 years 10 months 9 days | |
Weighted Average Remaining Term, Exercisable | 7 years 7 months 6 days | |
Outstanding aggregate intrinsic value, Beginning balance | $ 22,782,654 | |
Outstanding aggregate intrinsic value, Ending balance | 414,014 | $ 22,782,654 |
Unvested aggregate intrinsic value | 124,254 | |
Exercisable September 30, 2022 | $ 289,760 |
Stock-based Compensation - Su_3
Stock-based Compensation - Summary of fair value of options granted (Details) - Time Based Options | 9 Months Ended | |
Sep. 30, 2022 $ / shares | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected terms (years) | 5 years 9 months 21 days | [1] |
Expected volatility | 68.90% | [2] |
Risk-free interest rate | 1.70% | [3] |
Expected dividend rate | 0% | [4] |
Grant-date fair value | $ 3.20 | |
[1] The expected term is the length of time the grant is expected to be outstanding before it is exercised or terminated. This number is calculated as the midpoint between the vesting term and the original contractual term (contractual period to exercise). If the option contains graded vesting, then the vesting term would be based on the vesting pattern. Expected volatility, or the standard deviation of annualized returns, was calculated based on comparable companies’ reported volatilities. Risk-free interest was obtained from US treasury notes for the expected terms noted as of the valuation date The Company has assumed a dividend yield of zero as it has no plans to declare dividends in the foreseeable future |
Stock-based Compensation - Su_4
Stock-based Compensation - Summary of restricted stock units (Details) | 9 Months Ended |
Sep. 30, 2022 $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Outstanding, beginning balance | shares | 10,678,818 |
RSUs [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of RSUs Outstanding Granted | shares | 13,760,707 |
Number of RSUs Outstanding, Vested | shares | (2,737,757) |
Number of RSUs Outstanding, Forfeited | shares | (2,941,954) |
Outstanding, ending balance | shares | 18,759,814 |
Weighted- Average Grant Date Fair Value Per Share, Beginning balance | $ / shares | $ 9.20 |
Grant-date fair value | $ / shares | 2.51 |
Weighted Average Grant Date Fair Value Per Share, Vested | $ / shares | 8.40 |
Weighted Average Grant Date Fair Value Per Share, Forfeited | $ / shares | 7.18 |
Weighted- Average Grant Date Fair Value Per Share, Ending balance | $ / shares | $ 4.73 |
Loss per Share - Schedule of Co
Loss per Share - Schedule of Computation of Basic and Diluted Loss (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Net loss attributed to common stockholders | $ (199,114) | $ (16,248) | $ (367,130) | $ (1,218,243) | ||
Adjustment to redemption value on Convertible Preferred Stock | $ (1,011,726) | $ 1,011,726 | ||||
Common Class A [Member] | ||||||
Net loss attributed to common stockholders | (290,145) | (749,083) | ||||
Net loss attributed to common stockholders | $ (157,592) | $ (12,697) | (290,145) | (126,985) | ||
Adjustment to redemption value on Convertible Preferred Stock | $ 0 | $ (622,098) | ||||
Basic weighted average common shares outstanding | 210,788,116 | 201,080,003 | 209,317,361 | 79,784,524 | ||
Dilutive weighted average common shares outstanding | 210,788,116 | 201,080,003 | 209,317,361 | 79,784,524 | ||
Income (Loss) from Continuing Operations, Per Basic Share | $ (0.75) | $ (0.06) | $ (1.39) | $ (9.39) | ||
Income (Loss) from Continuing Operations, Per Diluted Share | $ (0.75) | $ (0.06) | $ (1.39) | $ (9.39) | ||
Common Class B [Member] | ||||||
Net loss attributed to common stockholders | $ (76,985) | $ (469,160) | ||||
Net loss attributed to common stockholders | $ (41,522) | $ (3,551) | (76,985) | (79,532) | ||
Adjustment to redemption value on Convertible Preferred Stock | $ 0 | $ (389,628) | ||||
Basic weighted average common shares outstanding | 55,539,188 | 56,239,188 | 55,539,188 | 49,970,071 | ||
Dilutive weighted average common shares outstanding | 55,539,188 | 56,239,188 | 55,539,188 | 49,970,071 | ||
Income (Loss) from Continuing Operations, Per Basic Share | $ (0.75) | $ (0.06) | $ (1.39) | $ (9.39) | ||
Income (Loss) from Continuing Operations, Per Diluted Share | $ (0.75) | $ (0.06) | $ (1.39) | $ (9.39) |
Loss per Share - Additional Inf
Loss per Share - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Earnings Per Share [Abstract] | ||||
Preferred dividends declared | $ 0 | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 0 | 0 | 0 | 0 |
Loss per Share - Schedule of _2
Loss per Share - Schedule of Computation of diluted Shares Outstanding (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Total | 0 | 0 | 0 | 0 |
Common Class A [Member] | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Total | 25,898,991 | 45,438,352 | ||
Common Class A [Member] | RSUs [Member] | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Total | 18,759,814 | 9,352,100 | ||
Common Class A [Member] | Stock Options [Member] | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Total | 7,139,177 | 20,752,943 | ||
Common Class A [Member] | Convertible Preferred Stock [Member] | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Total | 0 | 0 | ||
Common Class A [Member] | Warrant [Member] | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Total | 0 | 15,333,309 |
Segment Information - Schedule
Segment Information - Schedule of Segment Reporting Information by Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Segment Reporting Information [Line Items] | ||||
Total revenues | $ 2,777 | $ 0 | $ 9,370 | $ 0 |
Total cost of revenues | 1,071 | 0 | 29,530 | 0 |
Total gross profit (loss) | 1,706 | 0 | (20,160) | 0 |
Launch Services [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 0 | 0 | 5,899 | 0 |
Total cost of revenues | 0 | 0 | 28,193 | 0 |
Total gross profit (loss) | 0 | 0 | (22,294) | 0 |
Space Products [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 2,777 | 0 | 3,471 | 0 |
Total cost of revenues | 1,071 | 0 | 1,337 | 0 |
Total gross profit (loss) | $ 1,706 | $ 0 | $ 2,134 | $ 0 |
Segment Information - Summary o
Segment Information - Summary of Reconciles Segment Gross Profit to Loss Before Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Segment Reporting [Abstract] | ||||
Gross profit (loss) | $ 1,706 | $ 0 | $ (20,160) | $ 0 |
Research and development | 32,821 | 21,724 | 111,546 | 44,159 |
Selling and marketing | 4,052 | 1,090 | 13,452 | 2,229 |
General and administrative | 19,222 | 19,730 | 60,816 | 50,712 |
Impairment expense | 75,116 | 0 | 75,116 | 0 |
Goodwill impairment | 58,251 | 0 | 58,251 | 0 |
Loss on change in fair value of contingent consideration | (11,949) | 0 | (29,249) | 0 |
Interest (income) expense, net | (616) | (18) | (1,146) | 1,194 |
Other expense (income), net | 25 | (25,895) | (314) | (25,177) |
Loss on extinguishment of convertible notes | 0 | 0 | 0 | 131,908 |
Loss on extinguishment of convertible notes attributable to related parties | 0 | 0 | 0 | 1,875 |
Loss before taxes | $ (199,114) | $ (16,631) | $ (367,130) | $ (206,900) |
Segment Information - Additiona
Segment Information - Additional Information (Details) - Segment | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | |
Segment Reporting Information [Line Items] | ||||
Number of Operating and Reportable Segments | 1 | 2 | 2 | 1 |
Revenue [Member] | One Customer [Member] | Customer [Member] | Space Products [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Concentration Risk, Percentage | 100% | 37% | ||
Revenue [Member] | Two Customer [Member] | Customer [Member] | Launch Services [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Concentration Risk, Percentage | 59% |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||
Jan. 28, 2021 | Nov. 30, 2020 | Jun. 30, 2019 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | |
Defined Benefit Plan Disclosure [Line Items] | ||||||||
Outstanding interest | $ 4,600 | |||||||
Award granted | 1,242,027 | |||||||
Stock-based compensation | $ 43,580 | $ 20,465 | ||||||
RSUs [Member] | ||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||
Value of RSUs | $ 6,500 | |||||||
A/NPC Holdings LLC | Series C Convertible Preferred Stock [Member] | ||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||
Issuance of preferred stock | 7,819,887 | |||||||
A/NPC Holdings LLC | Promissory Convertible Notes [Member] | ||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||
Gross proceeds | $ 10,000 | |||||||
Sherpa Venture Fund II LP | Series C Convertible Preferred Stock [Member] | ||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||
Issuance of preferred stock | 469,193 | 115,771 | ||||||
Sherpa Venture Fund II LP | Promissory Convertible Notes [Member] | ||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||
Gross proceeds | $ 200 | $ 600 | ||||||
Eagle Creek Capital LLC | Series C Convertible Preferred Stock [Member] | ||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||
Issuance of preferred stock | 264,928 | |||||||
Eagle Creek Capital LLC | Promissory Convertible Notes [Member] | ||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||
Gross proceeds | $ 500 | |||||||
ANPC Holdings LLC and Sherpa Venture Fund LP | ||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||
Outstanding interest | $ 600 | |||||||
ANPC Holdings LLC and Sherpa Venture Fund LP | Series C Convertible Preferred Stock [Member] | ||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||
Shares issued price per share | $ 1.33 | |||||||
Outstanding principal | $ 10,400 | |||||||
Eagle Creek Capital LLC and Sherpa Venture Fund LP | Series C Convertible Preferred Stock [Member] | ||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||
Shares issued price per share | $ 1.71 | |||||||
Outstanding principal | $ 500 | |||||||
Outstanding interest | $ 200 | |||||||
Cue Health, Inc. [Member] | ||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||
Total purchase amount | $ 200 | $ 0 | $ 800 | $ 0 | ||||
Outstanding common stock owned by director, percentage | 10.40% | |||||||
Cue Health, Inc. [Member] | COVID-19 Test Cartridges [Member] | ||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||
Discount on subscription arrangement | 14% | |||||||
Cue Health, Inc. [Member] | COVID-19 Test Readers [Member] | ||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||
Discount on subscription arrangement | 20% |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - Subsequent Event [Member] - $ / shares | Nov. 08, 2022 | Oct. 06, 2022 |
Subsequent Event [Line Items] | ||
Percentage of employees affecting reduction in force | 16% | |
Maximum [Member] | ||
Subsequent Event [Line Items] | ||
Closing Bid Price | $ 1 | |
Common Class A [Member] | Minimum [Member] | ||
Subsequent Event [Line Items] | ||
Closing Bid Price | $ 1 |