Cover
Cover | 6 Months Ended |
Jun. 30, 2022 | |
Document Information [Line Items] | |
Document Type | S-1 |
Amendment Flag | false |
Entity Registrant Name | ASTRA SPACE, INC. |
Entity Central Index Key | 0001814329 |
Entity Filer Category | Large Accelerated Filer |
Entity Small Business | false |
Entity Emerging Growth Company | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | |||
Cash and cash equivalents | $ 104,315 | $ 325,007 | $ 10,611 |
Marketable securities | 96,368 | 0 | |
Trade accounts receivable | 3,447 | 1,816 | 0 |
Inventories | 3,155 | 7,675 | 649 |
Prepaid and other current assets | 3,931 | 12,238 | 485 |
Total current assets | 211,216 | 346,736 | 11,745 |
Non-current assets: | |||
Property, plant and equipment, net | 88,223 | 66,316 | 24,069 |
Right-of-use asset | 8,601 | 9,079 | 0 |
Goodwill | 58,251 | 58,251 | 0 |
Intangible assets, net | 16,292 | 17,921 | 0 |
Other non-current assets | 3,114 | 721 | 77 |
Total assets | 385,697 | 499,024 | 35,891 |
Current liabilities: | |||
Accounts payable | 14,331 | 9,122 | 2,474 |
Operating lease obligation, current portion | 1,759 | 1,704 | 0 |
Accrued expenses and other current liabilities | 45,182 | 29,899 | 4,390 |
Long-term debt, current portion | 0 | 41,132 | |
Long-term debt, current portion due to related parties | 0 | 10,503 | |
Total current liabilities | 61,272 | 40,725 | 58,499 |
Non-current liabilities: | |||
Long-term debt | 0 | 7,286 | |
Operating lease obligation, net of current portion | 6,745 | 7,180 | 0 |
Other non-current liabilities | 18,757 | 14,599 | 1,685 |
Total liabilities | 86,774 | 62,504 | 67,470 |
Commitments and Contingencies | |||
TEMPORARY EQUITY | |||
Total temporary equity | 0 | 108,829 | |
STOCKHOLDERS' EQUITY (DEFICIT) | |||
Additional paid in capital | 1,875,527 | 1,844,875 | 50,282 |
Accumulated other comprehensive loss | (233) | 0 | |
Accumulated deficit | (1,576,399) | (1,408,383) | (190,697) |
Total stockholders' equity (deficit) | 298,923 | 436,520 | (140,408) |
Total liabilities, temporary equity and stockholders' equity (deficit) | 385,697 | 499,024 | 35,891 |
Series A Convertible Preferred Stock [Member] | |||
TEMPORARY EQUITY | |||
Convertible preferred stock value | 0 | 15,922 | |
Series B Convertible Preferred Stock [Member] | |||
TEMPORARY EQUITY | |||
Convertible preferred stock value | 0 | 92,907 | |
Convertible Preferred Stock [Member] | |||
STOCKHOLDERS' EQUITY (DEFICIT) | |||
Founders convertible preferred stock | 0 | 0 | 1 |
Common Class A [Member] | |||
STOCKHOLDERS' EQUITY (DEFICIT) | |||
Common stock Value | 22 | 22 | 2 |
Common Class B [Member] | |||
STOCKHOLDERS' EQUITY (DEFICIT) | |||
Common stock Value | $ 6 | $ 6 | $ 4 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Preferred stock, shares outstanding | 0 | ||
Common stock, shares authorized | 466,000,000 | 466,000,000 | |
Series A Convertible Preferred Stock [Member] | |||
Temporary equity, par value | $ 0.0001 | $ 0.0001 | |
Temporary equity, shares authorized | 0 | 44,017,454 | |
Temporary equity, shares issued | 0 | 43,744,059 | |
Temporary equity, shares outstanding | 0 | 43,744,059 | |
Series B Convertible Preferred Stock [Member] | |||
Temporary equity, par value | $ 0.0001 | $ 0.0001 | |
Temporary equity, shares authorized | 0 | 47,406,862 | |
Temporary equity, shares issued | 0 | 47,024,227 | |
Temporary equity, shares outstanding | 0 | 47,024,227 | |
Convertible Preferred Stock [Member] | |||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 12,302,500 |
Preferred stock, shares issued | 0 | 0 | 12,302,500 |
Preferred stock, shares outstanding | 0 | 0 | 12,302,500 |
Common Class A [Member] | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 400,000,000 | 400,000,000 | 176,225,000 |
Common stock, shares issued | 209,408,425 | 207,451,107 | 15,679,758 |
Common stock, shares outstanding | 209,408,425 | 207,451,107 | 15,679,758 |
Common Class B [Member] | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 65,000,000 | 65,000,000 | 61,512,500 |
Common stock, shares issued | 55,539,188 | 55,539,189 | 47,281,500 |
Common stock, shares outstanding | 55,539,188 | 55,539,189 | 47,281,500 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenues | $ 2,682 | $ 0 | $ 6,593 | $ 0 | |||
Cost of revenues | 17,445 | 0 | 28,459 | 0 | |||
Gross loss | (14,763) | 0 | (21,866) | 0 | |||
Operating expenses: | |||||||
Research and development | 40,798 | 10,458 | 78,725 | 22,435 | $ 80,398 | $ 27,544 | $ 40,067 |
Sales and marketing | 4,636 | 1,125 | 9,400 | 1,189 | 4,111 | 0 | 0 |
General and administrative | 20,608 | 18,318 | 41,594 | 30,931 | 74,752 | 45,950 | 12,518 |
Loss on change in fair value of contingent consideration | 1,800 | 0 | 17,300 | 0 | |||
Total operating expenses | 67,842 | 29,901 | 147,019 | 54,555 | |||
Operating loss | (82,605) | (29,901) | (168,885) | (54,555) | (159,261) | (73,494) | (52,585) |
Interest income (expense), net | 356 | (678) | 530 | (1,213) | |||
Other income (expense), net | (54) | (718) | 339 | (718) | 36,046 | 10,860 | 276 |
Interest expense, net | (1,169) | (5,659) | (870) | ||||
Loss on extinguishment of convertible notes | 0 | 0 | 0 | (131,908) | (131,908) | 0 | 0 |
Loss on extinguishment of convertible notes attributable to related parties | 0 | 0 | 0 | (1,875) | (1,875) | 0 | 0 |
Loss before taxes | (82,303) | (31,297) | (168,016) | (190,269) | (258,167) | (68,293) | (53,179) |
Income tax (benefit) expense | 0 | 0 | 0 | 0 | (385) | 0 | 0 |
Net loss | (82,303) | (31,297) | (168,016) | (190,269) | (257,782) | (68,293) | (53,179) |
Adjustment to redemption value on Convertible Preferred Stock | 0 | 0 | 0 | (1,011,726) | (1,011,726) | 0 | 0 |
Net loss attributable to common stockholders | $ (82,303) | $ (31,297) | $ (168,016) | $ (1,201,995) | (1,269,508) | (68,293) | (53,179) |
Common Class A [Member] | |||||||
Operating expenses: | |||||||
Net loss attributable to common stockholders | $ (866,510) | $ (8,120) | $ (5,989) | ||||
Net loss per share: | |||||||
Weighted average number of shares – basic | 209,021,924 | 20,035,183 | 208,569,794 | 18,131,574 | 110,837,016 | 6,585,392 | 5,374,543 |
Weighted average number of shares – diluted | 209,021,924 | 20,035,183 | 208,569,794 | 18,131,574 | 110,837,016 | 6,585,392 | 5,374,543 |
Net loss per share – basic | $ (0.31) | $ (0.47) | $ (0.64) | $ (18.52) | $ (7.82) | $ (1.23) | $ (1.11) |
Net loss per share – diluted | $ (0.31) | $ (0.47) | $ (0.64) | $ (18.52) | $ (7.82) | $ (1.23) | $ (1.11) |
Common Class B [Member] | |||||||
Operating expenses: | |||||||
Net loss attributable to common stockholders | $ (402,998) | $ (60,174) | $ (47,190) | ||||
Net loss per share: | |||||||
Weighted average number of shares – basic | 55,539,188 | 46,722,244 | 55,539,188 | 46,783,559 | 51,548,314 | 48,801,526 | 42,349,994 |
Weighted average number of shares – diluted | 55,539,188 | 46,722,244 | 55,539,188 | 46,783,559 | 51,548,314 | 48,801,526 | 42,349,994 |
Net loss per share – basic | $ (0.31) | $ (0.47) | $ (0.64) | $ (18.52) | $ (7.82) | $ (1.23) | $ (1.11) |
Net loss per share – diluted | $ (0.31) | $ (0.47) | $ (0.64) | $ (18.52) | $ (7.82) | $ (1.23) | $ (1.11) |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Statement of Other Comprehensive Income [Abstract] | ||||
Net loss | $ (82,303) | $ (31,297) | $ (168,016) | $ (190,269) |
Other comprehensive loss: | ||||
Unrealized loss on available-for-sale marketable securities | (78) | 0 | (233) | 0 |
Total comprehensive loss | $ (82,381) | $ (31,297) | $ (168,249) | $ (190,269) |
Consolidated Statements of Temp
Consolidated Statements of Temporary Equity and Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Total | Cumulative Effect Adjustment Due To Adoption of ASU 2020-06 [Member] | Previously Reported [Member] | Common Class A [Member] | Common Class B [Member] | Preferred Stock [Member] Convertible Preferred Stock [Member] | Preferred Stock [Member] Convertible Preferred Stock [Member] Previously Reported [Member] | Preferred Stock [Member] Convertible Preferred Stock [Member] Measurement Period Adjustment [Member] | Preferred Stock [Member] Founders Preferred Stock [Member] | Preferred Stock [Member] Founders Preferred Stock [Member] Previously Reported [Member] | Preferred Stock [Member] Founders Preferred Stock [Member] Measurement Period Adjustment [Member] | Common Stock [Member] | Common Stock [Member] Previously Reported [Member] | Common Stock [Member] Measurement Period Adjustment [Member] | Common Stock [Member] Common Class A [Member] | Common Stock [Member] Common Class A [Member] Apollo Fusion Inc [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] | Additional Paid in Capital [Member] Previously Reported [Member] | Additional Paid in Capital [Member] Measurement Period Adjustment [Member] | Accumulated Other Comprehensive Loss | Accumulated Deficit [Member] | Accumulated Deficit [Member] Cumulative Effect Adjustment Due To Adoption of ASU 2020-06 [Member] | Accumulated Deficit [Member] Previously Reported [Member] |
Beginning Balance at Dec. 31, 2018 | $ (62,583) | $ (62,583) | $ 1 | $ 1 | $ 6 | $ 6 | $ 6,635 | $ 6,642 | $ (7) | $ (69,225) | $ (69,225) | ||||||||||||||
Beginning Balance (in shares) at Dec. 31, 2018 | 12,302,500 | 18,500,000 | (6,197,500) | 40,754,390 | 61,284,797 | (20,530,407) | |||||||||||||||||||
Temporary Equity, Beginning Balance (in shares) at Dec. 31, 2018 | 90,768,286 | 136,493,663 | (45,725,377) | ||||||||||||||||||||||
Temporary Equity, Beginning Balance at Dec. 31, 2018 | $ 108,829 | $ 108,829 | |||||||||||||||||||||||
Stock-based compensation | 814 | 814 | 0 | ||||||||||||||||||||||
Stock-based compensation (in shares) | 12,296,959 | ||||||||||||||||||||||||
Issuance Of Common Stock Under Equity Plans, Shares | 344,760 | ||||||||||||||||||||||||
Issuance Of Common Stock Under Equity Plans | 34 | 34 | |||||||||||||||||||||||
Adjustment to redemption value on Convertible Preferred Stock | $ 0 | $ 0 | |||||||||||||||||||||||
Conversion of Class B common stock into Class A common stock | 0 | ||||||||||||||||||||||||
Net loss | (53,179) | 0 | (53,179) | ||||||||||||||||||||||
Temporary Equity, Ending Balance (in shares) at Dec. 31, 2019 | 90,768,286 | ||||||||||||||||||||||||
Temporary Equity, Ending Balance at Dec. 31, 2019 | $ 108,829 | ||||||||||||||||||||||||
Ending Balance (in shares) at Dec. 31, 2019 | 12,302,500 | 53,396,109 | |||||||||||||||||||||||
Ending Balance at Dec. 31, 2019 | (114,914) | $ 1 | $ 6 | 7,483 | (122,404) | ||||||||||||||||||||
Stock-based compensation | 32,202 | 32,202 | 0 | ||||||||||||||||||||||
Stock-based compensation (in shares) | 6,645,845 | ||||||||||||||||||||||||
Issuance Of Common Stock Under Equity Plans, Shares | 2,919,304 | ||||||||||||||||||||||||
Issuance Of Common Stock Under Equity Plans | 878 | 878 | |||||||||||||||||||||||
Debt discount related to beneficial conversion feature of convertible notes | 9,239 | 9,239 | |||||||||||||||||||||||
Debt discount related to beneficial conversion feature of convertible notes attributable to related parties | 480 | $ 480 | |||||||||||||||||||||||
Adjustment to redemption value on Convertible Preferred Stock | 0 | 0 | |||||||||||||||||||||||
Conversion of Class B common stock into Class A common stock | 0 | ||||||||||||||||||||||||
Net loss | (68,293) | (68,293) | |||||||||||||||||||||||
Temporary Equity, Ending Balance (in shares) at Dec. 31, 2020 | 90,768,286 | ||||||||||||||||||||||||
Temporary Equity, Ending Balance at Dec. 31, 2020 | $ 108,829 | ||||||||||||||||||||||||
Ending Balance (in shares) at Dec. 31, 2020 | 12,302,500 | 62,961,258 | |||||||||||||||||||||||
Ending Balance at Dec. 31, 2020 | (140,408) | $ (9,028) | $ 1 | $ 6 | 50,282 | $ (9,719) | (190,697) | $ 691 | |||||||||||||||||
Stock-based compensation | 2,177 | 2,177 | |||||||||||||||||||||||
Exercise of options | 228 | 228 | |||||||||||||||||||||||
Exercise of options (in shares) | 498,807 | ||||||||||||||||||||||||
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) | $ 1 | $ 6 | (7) | (1,309,573) | ||||||||||||||||||||
Beginning Balance at Dec. 31, 2020 | (140,408) | (9,028) | $ 1 | $ 6 | 50,282 | (9,719) | (190,697) | 691 | |||||||||||||||||
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 | (282,587) | (729,139) | |||||||||||||||||||||||
Conversion of Class B common stock into Class A common stock | 330,764 | ||||||||||||||||||||||||
Net loss | (190,269) | ||||||||||||||||||||||||
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) | ||||||||||||||||||||
Beginning Balance at Dec. 31, 2020 | (140,408) | (9,028) | $ 1 | $ 6 | 50,282 | (9,719) | (190,697) | 691 | |||||||||||||||||
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 | $ 31,923 | 31,923 | |||||||||||||||||||||||
Exercise of options (in shares) | 3,883,523 | ||||||||||||||||||||||||
Issuance Of Common Stock Under Equity Plans, Shares | 2,310,888 | 1,853,638 | |||||||||||||||||||||||
Issuance Of Common Stock Under Equity Plans | $ 1,970 | $ 1 | 1,969 | ||||||||||||||||||||||
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 | (690,559) | (321,167) | 960,595 | (960,595) | |||||||||||||||||||||
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 | ||||||||||||||||||||||
Private offering and merger financing, net of redemptions and equity issuance cost, shares | 57,489,019 | ||||||||||||||||||||||||
Issuance of common stock upon the acquisition of Apollo Fusion, Inc. shares | 2,558,744 | ||||||||||||||||||||||||
Issuance of common stock upon the acquisition of Apollo Fusion, Inc. | 33,008 | 33,008 | |||||||||||||||||||||||
Issuance of common stock upon settlement of warrants, shares | 4,247,822 | ||||||||||||||||||||||||
Issuance of common stock upon settlement of warrants | 31,048 | $ 1 | 31,047 | ||||||||||||||||||||||
Conversion of Class B common stock into Class A common stock, shares | 700,000 | ||||||||||||||||||||||||
Conversion of Class B common stock into Class A common stock | 330,764 | $ (700,000) | |||||||||||||||||||||||
Net loss | (257,782) | (257,782) | |||||||||||||||||||||||
Ending Balance (in shares) at Dec. 31, 2021 | 207,451,107 | 55,539,189 | |||||||||||||||||||||||
Ending Balance at Dec. 31, 2021 | 436,520 | (9,028) | $ 22 | $ 6 | 1,844,875 | (9,719) | (1,408,383) | 691 | |||||||||||||||||
Beginning Balance at Mar. 31, 2021 | (1,309,573) | $ 1 | $ 6 | (7) | (1,309,573) | ||||||||||||||||||||
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 | 1,081 | 1,081 | |||||||||||||||||||||||
Exercise of options (in shares) | 1,812,081 | ||||||||||||||||||||||||
Adjustment to redemption value on Convertible Preferred Stock | 1,011,726 | 0 | 0 | (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 | ||||||||||||||||||||||
Private offering and merger financing, net of redemptions and equity issuance cost, 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) | ||||||||||||||||||||
Beginning Balance at Dec. 31, 2021 | 436,520 | (9,028) | $ 22 | $ 6 | 1,844,875 | (9,719) | (1,408,383) | 691 | |||||||||||||||||
Beginning Balance (in shares) at Dec. 31, 2021 | 207,451,107 | 55,539,189 | |||||||||||||||||||||||
Stock-based compensation | 17,041 | 17,041 | |||||||||||||||||||||||
Stock-based compensation (in shares) | (1) | ||||||||||||||||||||||||
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 | $ (9,028) | $ 22 | $ 6 | 1,844,875 | $ (9,719) | (1,408,383) | $ 691 | |||||||||||||||||
Beginning Balance (in shares) at Dec. 31, 2021 | 207,451,107 | 55,539,189 | |||||||||||||||||||||||
Exercise of options (in shares) | 231,491 | ||||||||||||||||||||||||
Adjustment to redemption value on Convertible Preferred Stock | 0 | 0 | |||||||||||||||||||||||
Conversion of Class B common stock into Class A common stock | $ 0 | ||||||||||||||||||||||||
Net loss | (168,016) | ||||||||||||||||||||||||
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) | |||||||||||||||||||
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 | |||||||||||||||||||||||
Adjustment to redemption value on Convertible Preferred Stock | $ 0 | $ 0 | |||||||||||||||||||||||
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) |
Consolidated Statements of Te_2
Consolidated Statements of Temporary Equity and Stockholders' Equity (Deficit) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | |
Statement of Stockholders' Equity [Abstract] | |||
Redemption and equity issuance costs | $ 23,337 | $ 23,337 | $ 23,337 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities: | |||||
Net loss | $ (168,016) | $ (190,269) | $ (257,782) | $ (68,293) | $ (53,179) |
Adjustments to reconcile net loss to cash flows used in operating activities | |||||
Stock-based compensation | 29,832 | 17,777 | 39,743 | 32,202 | 814 |
Depreciation | 6,004 | 1,918 | 3,698 | 3,309 | 2,330 |
Amortization of intangible assets | 1,629 | 0 | 1,629 | 0 | 0 |
Inventory write-downs | 18,828 | 0 | 6,748 | 0 | 0 |
Non-cash lease expense | 729 | 426 | 1,113 | 0 | 0 |
Accretion (amortization) of marketable securities purchased at a premium (discount) | 132 | 0 | |||
Deferred income taxes (benefit) | (385) | 0 | 0 | ||
Gain on change in fair value of public and private placement of warrants | (25,681) | 0 | 0 | ||
Gain on forgiveness of PPP note | (4,850) | 0 | 0 | ||
Loss on change in fair value of contingent consideration | 17,300 | 0 | (4,700) | 0 | 0 |
Loss on extinguishment of convertible notes | 0 | 131,908 | 131,908 | 0 | 0 |
Loss on extinguishment of convertible notes attributable to related parties | 0 | 1,875 | 1,875 | 0 | 0 |
Amortization of convertible note discounts | 0 | 315 | 315 | 3,805 | 409 |
Amortization of convertible note discounts attributable to related parties | 0 | 55 | 55 | 659 | 327 |
(Gain) loss on mark to market derivatives | 0 | (6,639) | 209 | ||
(Gain) loss on mark to market derivatives attributable to related parties | 0 | (1,506) | 255 | ||
Changes in operating assets and liabilities: | |||||
Trade accounts receivable | (1,632) | 0 | (1,816) | 0 | 0 |
Inventories | (13,446) | (1,182) | (12,925) | (649) | 0 |
Prepaid and other current assets | 7,447 | (4,893) | (10,958) | 280 | (134) |
Other non-current assets | (2,393) | 0 | (570) | 279 | 110 |
Accounts payable | 6,268 | 3,617 | 1,327 | (26) | 1,440 |
Lease liabilities | (631) | (547) | (1,156) | 0 | 0 |
Accrued expenses and other current liabilities | 1,153 | 2,334 | 18,835 | 3,741 | (516) |
Other non-current liabilities | 4,934 | 2,011 | (779) | (12) | 811 |
Net cash used in operating activities | (91,862) | (34,655) | (114,356) | (32,850) | (47,124) |
Cash flows from investing activities: | |||||
Acquisition of Apollo, net of cash acquired | (19,360) | 0 | 0 | ||
Acquisition of trademark | (850) | (3,200) | (3,350) | 0 | 0 |
Purchases of marketable securities | (102,010) | 0 | |||
Maturities of marketable securities | 5,277 | 0 | |||
Purchases of property, plant and equipment | (32,064) | (8,796) | (38,349) | (2,186) | (15,254) |
Net cash used in investing activities | (129,647) | (11,996) | (61,059) | (2,186) | (15,254) |
Cash flows from financing activities: | |||||
Settlement of public and private placement of warrants | (59) | 0 | 0 | ||
Proceeds from business combination and private offering, net of transaction costs of $23,337 | 0 | 463,648 | 463,648 | 0 | 0 |
Borrowings on Pendrell bridge loan | 0 | 10,000 | 10,000 | 0 | 0 |
Repayment on Pendrell bridge loan | 0 | (10,000) | (10,000) | 0 | 0 |
Proceeds from issuance of Series C preferred stock | 0 | 30,000 | 30,000 | 0 | 0 |
Issuance cost of Series C preferred stock | 0 | (94) | (94) | 0 | 0 |
Proceeds from issuance of convertible notes | 0 | 30,352 | 18,235 | ||
Proceeds from issuance of convertible notes to related parties | 648 | 10,600 | |||
Borrowings on term loans | 0 | (2,800) | 0 | 0 | 3,000 |
Repayments on term loans | (2,800) | (200) | 0 | ||
Borrowings on equipment advances | 0 | (3,636) | 0 | 0 | 7,000 |
Repayments on equipment advances | (3,636) | (1,400) | (1,964) | ||
Borrowings on economic injury disaster loan | 0 | 500 | 0 | ||
Repayments on economic injury disaster loan | 0 | (500) | 0 | ||
Borrowings on paycheck protection program loan | 0 | 4,850 | 0 | ||
Proceeds from stock issued under equity plans | 106 | 1,309 | 1,970 | 878 | 34 |
Proceeds from Employee Stock Purchase Plan | 711 | 0 | 782 | 0 | 0 |
Net cash provided by financing activities | 817 | 488,427 | 489,811 | 35,128 | 36,905 |
Net increase (decrease) in cash and cash equivalents | (220,692) | 441,776 | 314,396 | 92 | (25,473) |
Cash and cash equivalents at beginning of period | 325,007 | 10,611 | 10,611 | 10,519 | 35,992 |
Cash and cash equivalents at end of period | 104,315 | 452,387 | 325,007 | 10,611 | 10,519 |
Non-cash activities: | |||||
Conversion of Series A, Series B, Series C, and Founders' convertible preferred into common stock | 0 | 330,764 | 330,764 | 0 | 0 |
Assets acquired included in accounts payable and accrued expenses and other current liabilities | 4,983 | 537 | 8,693 | 448 | 1,255 |
Public and private placement of warrants acquired as part of business combination | 0 | 56,786 | 56,786 | 0 | 0 |
Conversion of public and private placement of warrants into Class A common stock | 31,047 | 0 | 0 | ||
Change in redemption value of Convertible Preferred Stock | 0 | 1,011,726 | 1,011,726 | 0 | 0 |
Issuance of Class A common stock upon acquisition of Apollo Fusion, Inc. | 7,500 | ||||
Fair value of contingent consideration provided upon acquisition of Apollo Fusion, Inc. | 18,400 | 0 | 0 | ||
Kodiak Spaceport financing obligation | 0 | 0 | 765 | ||
Supplemental disclosures of cash flow information: | |||||
Cash paid for interest | $ 0 | $ 691 | 691 | 414 | 359 |
Common Class A [Member] | |||||
Non-cash activities: | |||||
Issuance of Class A common stock upon acquisition of Apollo Fusion, Inc. | $ 33,008 | $ 0 | $ 0 |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | |
Statement of Cash Flows [Abstract] | |||
Redemption and equity issuance costs | $ 23,337 | $ 23,337 | $ 23,337 |
Description of Business
Description of Business | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business | Note 1 — Description of Business Astra Space Operations, Inc. (formerly Astra Space, Inc., and herein “Astra Space Operations”) designs, tests, manufactures and operates next generation of launch services and space services and products that will enable a new generation of global communications, earth observation, precision weather monitoring, navigation, and surveillance capabilities. Astra Space Operations’ mission is to improve life on Earth through greater connectivity and more regular observation and to enable a wave of innovation in low Earth orbit by expanding our 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 (“pre-combination pre-combination 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. See Note 3 — Acquisitions for further discussion of the Business Combination. The Company’s Class A common stock is now listed on the Nasdaq under the symbol “ASTR”. |
Description of Business, Basis
Description of Business, Basis of Presentation and Significant Accounting Policies | 6 Months Ended |
Jun. 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 ® 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 six months ended June 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 financial statements have been prepared on a going concern basis. The Company has historically funded its operations primarily by equity financings and convertible promissory notes prior to the Business Combination and subsequently funded its operations through cash proceeds obtained as part of the Business Combination and related private placement. As of June 30, 2022, the Company’s existing sources of liquidity included cash and cash equivalents of $104.3 million and marketable securities of $96.4 million. The Company has a limited history of operations and has incurred negative cash flows from operating activities and loss from operations in the past as reflected in the accumulated deficit of $1,576.4 million as of June 30, 2022. The Company expects to continue to incur operating losses due to the investments it intends to make in its business, including the development of its products and services. The Company remains focused on managing its cash expenditures, including but not limited to, reducing its capital expenditures, consulting services and re-focusing its hiring efforts. In addition, the Company continues to evaluate opportunities to strengthen the Company’s financial position, including through the issuance of additional equity securities or by entering into new financing arrangements, as appropriate. As an example, on August 2, 2022, the Company entered into a Common Stock Purchase Agreement with B. Riley Principal Capital II , 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 intangible assets, inventory valuation, stock-based compensation, pre-combination Astra common stock, useful lives of intangible assets and fixed assets, 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. 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. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | Note 2 — Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The Company’s consolidated financial statements 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 consolidated financial statements, in the opinion of management, reflect all adjustments, consisting only of normal recurring adjustments, necessary to present fairly our financial position, our results of operations, cash flows and stockholders’ equity (deficit) for the periods presented. The results are not necessarily indicative of the results of operations to be anticipated for any future annual or interim period. On July 1, 2021, we, through our wholly owned indirect subsidiary, merged with Apollo Fusion, Inc. (“Apollo”). The fair value of the consideration paid as of July 1, 2021, was $70.8 million, net of cash acquired (the “Apollo Merger”). The Apollo Merger was accounted for under FASB’s ASC Topic 805, Business Combination (“ASC 805”). Apollo designs, tests, manufactures and operates propulsion modules to enable satellites to orbit in space. The results of operations of Apollo are included in the consolidated financial statements commencing as of July 1, 2021, or the Apollo Acquisition Date. See Note 3 — Acquisitions for additional information. On June 30, 2021, the Business Combination pursuant to the BCA, by and among Holicity, Merger Sub, and pre-combination pre-combination • the equity holders of pre-combination • the board of directors of pre-combination • the senior management of pre-combination • the operations of pre-combination In connection with the Business Combination, outstanding common stock and preferred convertible stock of the pre-combination Pre-combination pre-combination Principles of Consolidation and Liquidity The consolidated financial statements include the accounts for the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. The Company has historically funded its operations primarily by equity financings and convertible promissory notes prior to the Business Combination and subsequently funded its operations through cash proceeds obtained as part of the Business Combination and related private placement. As of December 31, 2021, the Company’s existing sources of liquidity included cash and cash equivalents of $325 million. The Company has a limited history of operations and has incurred negative cash flows from operating activities and loss from operations in the past as reflected in the accumulated deficit of $1,408.4 million as of December 31, 2021. The Company expects to continue to incur operating losses due to the investments it intends to make in its business, including the development of products. The Company has adequate cash balances that will be sufficient to fund operating and capital expenditure requirements through at least 12 months from the date of issuance of these financial statements. 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. All of the Company’s assets are maintained in the United States. The Company has determined that it operates in one operating segment and one reportable segment, as the CODM reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources and evaluating financial performance. Risks and Uncertainties The Company is subject to those risks common in the aerospace and technology industry and also those risks common to early stage companies including, but not limited to, the possibility of not being able to successfully develop or market its products or services, competition, dependence on key personnel and key external alliances, the successful protection of its proprietary technologies, compliance with government regulations, and the possibility of not being able to obtain additional financing when needed. On March 11, 2020, the World Health Organization declared the novel strain of coronavirus (“COVID-19”) COVID-19 as well as broad-based changes in supply and demand. Many of the Company’s customers worldwide were impacted by COVID-19 COVID-19 COVID-19 COVID-19, COVID-19 Use of Estimates The preparation of the 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 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 intangible assets, inventory valuation, stock-based compensation, common stock, derivatives and warrants, useful lives of intangible assets and fixed assets, deferred tax assets, income tax uncertainties, contingent consideration and other contingencies. Cash and Cash Equivalents We consider all highly liquid investment securities with original maturities of three months or less at the date of purchase to be cash equivalents. Cash and cash equivalents consists of cash deposited with banks and a money market account. We determine the appropriate classification of our cash and cash equivalents at the time of purchase. Trade Accounts Receivable Trade accounts receivable are recognized at the invoiced amount that represents an unconditional right to consideration under the contract with customers, less an allowance for any potential expected uncollectible amounts, and do not bear interest. The allowance for doubtful accounts is determined by estimating the expected credit losses based on historical experience, current economic conditions and certain forward-looking information, among other factors. Uncollectible accounts are written off when deemed uncollectible. No allowances for expected credit losses were recorded as of December 31, 2021 and 2020 and no accounts were written off during the years ended December 31, 2021, 2020 and 2019. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consists of cash and cash equivalents and accounts receivable. The Company maintains cash and cash equivalent balances in bank accounts with one bank. All cash accounts are located in the United States and insured by the Federal Deposit Insurance Corporation (“FDIC”). Our accounts receivable are derived from revenue earned from customers or invoice billed to customer that represent unconditional right to consideration located within the U.S. We mitigate collection risks from our customers by performing regular credit evaluations of our customers’ financial Inventories Inventories consist of materials expected to be used for customer-specific contracts. Costs include direct material, direct labor, applicable manufacturing and engineering overhead, and other direct costs. Inventories are stated at the lower of cost or net realizable value determined by the first-in, first-out Property, Plant and Equipment Property, plant and equipment is measured at cost less any impairment losses and represents those assets with estimated useful lives exceeding one year. Repairs and maintenance are expensed as incurred. Costs for research and development equipment include amounts related to design, construction, launch and commissioning. Costs for production equipment include amounts related to construction and testing. Interest expense is capitalized on certain qualifying assets that take a substantial period of time to prepare for their intended use. Capitalized interest is not material for the years ended December 31, 2021 and 2020. When the costs of certain components of an item of property, plant and equipment are significant in relation to the total cost of the item and the components have different useful lives, they are accounted for and depreciated separately. Depreciation expense is recognized as an expense on a straight-line basis over the estimated useful life of the related asset to its residual value. The estimated useful lives are as follows: Asset Class Estimated useful life Leasehold improvements Lesser of lease term or useful life Research and development equipment 5 years Production equipment 10 years Furniture and fixtures 5 years Computer and software 3 years Business Combinations We account for business combinations under the acquisition method of accounting, which requires us to recognize separately from goodwill the assets acquired and the liabilities assumed at their acquisition date fair values. While we use our best estimates and assumptions to accurately value assets acquired and liabilities assumed at the acquisition date as well as contingent consideration, where applicable, our estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, we record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recognized in our consolidated statements of operations. Accounting for business combinations requires our management to make significant estimates and assumptions, especially at the acquisition date including our estimates for intangible assets, contractual obligations assumed, pre-acquisition reasonable and appropriate, they are based, in part, on historical experience and information obtained from the management of the acquired company and are inherently uncertain. Critical estimates in valuing certain acquired intangible assets under the income approach include growth in future expected cash flows from product sales, revenue growth rate, technology royalty rate, expected life of the technology acquired, customer retention rate and discount rates. Unanticipated events and circumstances may occur that may affect the accuracy or validity of such assumptions, estimates or actual results. Goodwill Goodwill represents the excess of purchase price and related costs over the value assigned to the net tangible and identifiable intangible assets of businesses acquired. Goodwill is not amortized but is reviewed annually on October 1 (or more frequently if impairment indicators arise) for impairment. To review for impairment, we first assess qualitative factors to determine whether events or circumstances lead to a determination that it is more likely than not that the fair value of our reporting unit is less than its carrying amount. Our qualitative assessment of the recoverability of goodwill, whether performed annually or based on specific events or circumstances, considers various macroeconomic, industry-specific and company-specific factors. Those factors include: (i) severe adverse industry or economic trends; (ii) significant company-specific actions; (iii) current, historical or projected deterioration of our financial performance; or (iv) a sustained decrease in our market capitalization below our net book value. After assessing the totality of events and circumstances, if we determine that it is not more likely than not that the fair value of our reporting unit is less than its carrying amount, no further assessment is performed. If we determine that it is more likely than not that the fair value of our reporting units is less than its carrying amount, we calculate the fair value of that reporting unit and compare the fair value to the reporting unit’s net book value. If the fair value of the reporting unit is greater than its net book value, there is no impairment. Otherwise, we record a goodwill impairment charge for the amount by which the carrying value of the reporting unit exceeds its fair value up to the amount of the goodwill. Determining the fair value of a reporting unit involves the use of significant estimates and assumptions. Long-lived Assets Purchased finite-lived intangible assets are carried at cost less accumulated amortization. Amortization is recognized over the useful life on a straight-line method. Purchased indefinite-lived intangible asset are capitalized at fair value and assessed for impairment thereafter. Long-lived assets are reviewed for impairment annually on October 1 or whenever factors or changes in circumstances indicate that the carrying amounts of long-lived assets, including purchased intangible assets and property, plant and equipment, may not be recoverable. Factors we consider important which could trigger an impairment review include (i) significant under-performance relative to historical or projected future operating results, (ii) significant changes in the manner of our use of the acquired assets or the strategy for our overall business, and (iii) significant negative industry or economic trends. An impairment loss must be measured if the sum of the expected future cash flows (undiscounted and before interest) from the use and eventual disposition of the asset (or asset group) is less than the net book value of the asset (or asset group). The amount of the impairment loss will generally be measured as the difference between the net book value of the asset (or asset group) and the estimated fair value. Leases On January 1, 2021, the Company adopted ASU 2016-02, Leases (Topic 842) Upon adoption of ASC 842, the Company determines whether a contract is or contains a lease at contract inception by evaluating whether substitution rights exist and whether the Company obtains substantially all of the benefits and directs the use of the identified asset. When the Company determined a lease exists, the Company records a right-of-use The Company does not record lease contracts with a lease term of 12 months or less on its Consolidated Balance Sheets. Fixed lease costs associated with these short-term contracts are expensed on a straight-line basis over the lease term. The Company does not record lease contracts acquired in a business combination with a remaining lease term of 12 months or less on its Consolidated Balance Sheets. Fixed lease costs associated with these short-term contracts are expensed on a straight-line basis over the lease term. The Company recognizes lease expense for operating leases on a straight-line basis over the lease term. For finance leases, the Company recognizes amortization expense on the ROU asset and interest expense on the lease liability over the lease term. The Company has lease agreements with non-lease non-lease Some leasing arrangements require variable payments that are dependent on usage, output, or may vary for other reasons, such as insurance and tax payments. These variable lease costs are recognized as incurred over the lease term. The Company does not include significant restrictions or covenants in lease agreements, and residual value guarantees are generally not included within the Company’s leases. See Note 10 — Leases. Fair Value Measurements The carrying amounts of cash, trade 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 carrying amounts of the 2018 Term Loans and 2018 Equipment Advances (as defined in Note 7 — Long-Term Debt) approximate fair value as the interest rate varies with the Prime Rate. According to ASC 820, Fair Value Measurements and Disclosures, fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date. The fair value hierarchy establishes three tiers, which prioritize the inputs used in measuring fair value as follows: Level 1 Level 2 Level 3 Entities are permitted to choose to measure certain financial instruments and other items at fair value. The Company has not elected the fair value measurement option for any of the assets or liabilities that meet the criteria for this election. Derivative Instruments The Company recognizes all derivative instruments as either assets or liabilities in the Consolidated Balance Sheets at their respective fair values. The Company evaluates its debt and equity issuances to determine if those contracts or embedded components of those contracts qualify as derivatives requiring separate recognition in the Company’s consolidated financial statements. The result of this accounting treatment is that the fair value of the embedded derivative is revalued as of each reporting date and recorded as a liability, and the change in fair value during the reporting period is recorded in other income, net in the Consolidated Statements of Operations. The classification of derivative instruments, including whether such instruments should be recorded as assets/liabilities or as equity, is reassessed at the end of each reporting period. Derivative instrument assets and liabilities are classified in the Consolidated Balance Sheets as current or non-current net-cash The Company did not have a derivative liability related to the share settlement obligation of the Company’s convertible notes as of December 31, 2021 and 2020. See Note 7 — Long-Term Debt. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities are recognized when events or circumstances have occurred, and amounts are probable and estimable. The Company’s accrued expenses and other current liabilities balances relate to accruals that are recurring in nature to the company’s operations and primarily include accrual of routine operational related expenses, accrued payroll, other employee related liabilities, accrued interest related to debt, contract liabilities and other accrued liabilities. The Company also recognizes legal accruals in accrued expenses and other current liabilities for material litigation when payments are probable and estimable in accordance with ASC 450, Contingencies. Warrant Liabilities The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in non-cash Convertible Preferred Stock Series A, B and C convertible preferred stock (“Convertible Preferred Stock”) are classified in temporary equity as they contain terms that could require the Company to redeem them for cash at the option of the holder or the occurrence of other events not solely within the Company’s control. The shares of Series A, B and C Convertible Preferred Stock were converted into Class A common stock upon consummation of the Business Combination. Revenue Recognition In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers Topic 606 2014-09”). 2014-09, Under ASC 606, the Company will recognize 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 and anticipated offerings, the Company expects to generate revenue by providing the following services: Launch Services Space Products in-space Space Services As of December 31, 2021, the Company has only entered into contracts for launch services and space products. As of December 31, 2021, the Company is in early stages of developing our space services offerings which includes communication service and constellation services. 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 substant ive. The Company applies judgment in determining whether the termination penalties are substantive. No revenue has been recognized for the years ended December 31, 2021 and 2020. Revenue for launch services and space products is expected to be recognized at a point in time when the Company has delivered the promised services or products to customers. Although the Company’s contracts are anticipated to last anywhere from six to 24 months, depending on the number of launch services or units of products ordered, the delivery of services leading up to the launch within the contracts is short-term in nature, generally between 30 to 60 days. The timing of revenue recognition may differ from contract billing or payment schedules, resulting in revenues that have been earned but not billed (“unbilled revenue”) or amounts that have been collected, but not earned (“contract liabilities”). Typical Contractual Arrangements The Company expects to provide its services based upon a combination of a Statement of Work (“SOW”) and an executed contract detailing the general terms and conditions. Services are expected to be provided based on a fixed price per launch service or units of space products as identified in the contract. Performance Obligations and Transaction Price At contract inception, an assessment of the goods and services promised in the contracts with customers is performed and a performance obligation is identified for each distinct promise to transfer to the customer a good or service (or bundle of goods or services). To identify the performance obligations, the Company considers all the goods or services promised in the contract regardless of whether they are explicitly stated or are implied by customary business practices. A contract for launch services generally requires the Company to provide an integrated service for each launch, which includes launch vehicle analysis and design, development and production, payload integration, launch preparation and launch support execution. The intention of the contract is to provide a full-service launch to the customer rather than providing separate deliverables of each of the services outlined above, and these services are interdependent and interrelated. The Company believes that each dedicated launch will represent one single performance obligation. A contract for space products generally requires the Company to provide integrated propulsion systems, which includes analysis and design, development and production. The intention of the contract is to provide a fully functional propulsion system to the customer and all the activities are interdependent and interrelated. The Company believes that the delivery of the propulsion system will represent one single performance obligation. The transaction price is defined as the amount of consideration in a contract to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer, which is a fixed price stated in the contract. When a contract involves multiple launches or units, the Company will account for each launch or unit as a separate performance obligation, because the customer can benefit from each launch or unit on its own or with other readily available resources and the launch or unit is separately identifiable. The transaction price will be allocated to each performance obligation on an estimated relative standalone selling price basis. The Company’s process to estimate standalone selling prices will involve management’s judgment and will consider multiple factors such as prices charged for similar goods and services and the Company’s ongoing pricing strategy and policies. Recognition of Revenue The work performed by the Company in fulfilling the performance obligation 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 its delivered to the customer. The Company expects to recognize revenue upon completion of the performance obligations under its launch services and space products agreements. Contracts related to research and development activities are recognized as other income. See Other Income, net Contract balances. Remaining performance obligations Costs to obtain a contract. For contract costs related to performance obligations with an amortization period of one year or less, the Company applies the practical expedient to expense these sales commissions when incurred. These costs are recognized as incurred within sales and marketing expenses on the accompanying Consolidated Statements of Operations. Significant financing component. For the year ended December 31, 2021 and 2020, the Company has not recognized any revenues with respect to the Company’s launch services business of delivering payloads into low-earth Other Income, net Other income, net, primarily consists of changes in fair value of mark to market derivative liabilities of convertible notes, public and private placement of warrants and contingent consideration, funding received from governmental entities, and one-time non-recurring charges that are outside of the Company’s operations. The Company recognizes all derivative instruments, warrant liabilities and contingent consideration in the Consolidated Balance Sheets at their respective fair value at each reporting date, with measurement adjustments recorded in other income, net within the Company’s Consolidated Statements of Operations. See Note 5 — Supplemental Financial Information. Loss on Extinguishment of Convertible Notes The Company recognized a total loss on extinguishment of convertible notes of $133.8 million for the year ended December 31, 2021. No loss was recognized for the extinguishment of convertible notes for the year ended December 30, 2020 and 2019. On January 28, 2021, the Company settled all convertible notes outstanding as of December 31, 2020 through its Series C financing. Given that certain convertible notes were settled based on negotiated terms between the Company and the note holders, the Company concluded that such settlement should be treated as a privately negotiated debt settlement transaction where debt extinguishment accounting should be applied. Therefore, the Company recognized the loss on extinguishment of convertible notes, which represents the difference between the net carrying amount of the convertible notes at the time of extinguishment and the fair value of Series C convertible preferred stock issued to settle these convertible notes. See Note 7 — Long-Term Debt. Research and Development The Company incurs various direct costs in relation to the research and development of launch vehicles along with costs to build the facility to test such vehicles and spacecraft. Research and development costs consist primarily of production supplies, testing materials, personnel costs (including salaries and benefits), depreciation expense, overhead allocation (consisting of various support and facility costs), stock-based compensation and consulting fees. Research and development costs are expensed as incurred. For the years ended December 31, 2021, 2020 and 2019, the Company expensed research and development costs of $80.4 million, $27.5 million and $40.1 million, respectively. Stock-Based Compensation The Company recognizes compensation expense for time-based restricted stock units (“RSUs”) over the requisite service period based on the fair value of RSUs on the date of grant. The fair value of RSUs is the closing market price of Astra common stock on the date of grant. We recognize compensation expense for time-based stock options and employee stock purchase plan, based on the estimated grant-date fair value determined using the Black-Scholes valuation model over the requisite service period. Certain stock options include service, market and performance conditions (“performance-based stock options” or “PSO”). The fair value of performance-based stock options is estimated on the date of grant using the Monte Carlo simulation model. Certain RSUs also include service and performance conditions (‘performance-based units” or “PSU”). The fair value of performance-based units is the closing market price of Astra common stock on the date of grant. Awards that include performance conditions are assessed at the end of each reporting period whether those performance conditions are met or probable of being met and involves significant judgement. For performance-based stock options, stock-based compensation expense associated with each tranche is recognized over the longer of (i) the expected achievement period for the operational milestone for such tranche and (ii) the expected achievement period for the related share price milestone determined on the grant date, beginning at the point in time when the relevant operational milestone is considered probable of being achieved. If such operational milestone becomes probable any time after the grant date, we will recognize a cumulative catch-up The Company does not apply an expected forfeiture rate and accounts for forfeitures as they occur. See Note 15 — Stock-based Compensation. Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, Income Taxes (“ASC 740”). Deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between consolidated financial statement carrying amounts and the tax basis of assets and liabilities and net operating loss and tax credit carryforwards. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. The Company determines whether it is more likely than not that a tax position will be sustained upon examination. If it is not more likely than not that a position will be sustained, no amount of benefit attributable to the position is recognized. The tax benefit to be recognized of any tax position that meets the more likely than not recognition threshold is calculated as the largest amount that is more than 50% likely of being realized upon resolution of the contingency. It is the Company’s policy to include interest and penalties related to unrecognized tax benefits as a component of income tax expense. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. See Note 9 — Income Taxes. Earnings (Loss) per Share Net loss per share is calculated using the two-class pro-rata, pro-rata, if-converted two-class Commitments and Contingencies The Company accrues for claims and litig |
Revenues
Revenues | 6 Months Ended |
Jun. 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 and anticipated 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. Space Services As of June 30, 2022, the Company has only entered into contracts for launch services and space products. As of June 30, 2022, the Company is in early stages of developing its space services offerings which includes communication service and constellation services. 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. 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 Six Months Ended 2022 2021 2022 2021 Launch services $ 1,988 $ — $ 5,899 $ — Space products 694 — 694 — Total revenues $ 2,682 $ — $ 6,593 $ — 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 June 30, 2022. The Company recorded $0.4 million in other income for the six months ended June 30, 2022. No such income was recorded for the three and six months ended June 30, 2021. Contract Balances and Remaining Performance Obligations Contract balances. 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 June 30, 2022 and December 31, 2021. The Company had contract liabilities of $12.7 million and $10.4 million as of June 30, 2022 and December 31, 2021, respectively. The Company recognized revenue of $2.7 million and $4.9 million during the three and six months ended June 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 six months ended June 30, 2021. Remaining performance obligations |
Acquisitions
Acquisitions | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
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 $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 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 June 30, 2022, the contingent consideration recognized increased to $31.0 million as a result of changes in forecasted revenues subject to milestone payments and the passage of time. The Company has recognized $12.6 million in cumulative net losses on changes in fair value of contingent consideration from the Apollo Acquisition Date, of which $1.8 million and $17.3 million in loss was recognized in the condensed consolidated statement of operations for the three and six months ended June 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 $1.2 million and $2.6 million in compensation cost was recognized in research and development expense in the condensed consolidated statement of operations for the three and six months ended June 30, 2022, respectively. The earned, but unpaid, amount of the Cash Earnout of $3.6 million and $3.9 million is recorded within accrued expenses and other current liabilities in the condensed consolidated balance sheet as of June 30, 2022 and December 31, 2021, respectively. 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. 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. 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 $0.7 million of revenues recorded during the three and six months ended June 30, 2022 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 (in thousands) Weighted-Average Amortization Periods (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. 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 six months ended June 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 six months ended June 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 | Note 3 — Acquisitions Acquisition of Apollo Fusion, Inc. On the Apollo Acquisition Date, we, through our wholly owned indirect subsidiary, merged with Apollo. The results of Apollo’s operations have been included in the consolidated financial statements since that date. Apollo designs, tests, manufactures and operates propulsion modules to enable satellites to orbit in space. The acquisition-date fair value of the consideration transferred totaled $70.8 million, net of cash acquired, which consisted of the following: Purchase Consideration (in thousands) As Reported Measurement Period As Cash paid for outstanding Apollo common stock and options $ 19,926 $ — $ 19,926 Fair value of Astra Class A common stock issued 33,008 — 33,008 Fair value of contingent consideration 23,000 (4,600 ) 18,400 Total purchase consideration 75,934 (4,600 ) 71,334 Less: cash acquired 566 — 566 Total purchase consideration, net of cash acquired $ 75,368 $ (4,600 ) $ 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 The contingent consideration requires the Company to pay $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 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. We 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 December 31, 2021, the contingent consideration recognized as a result of the acquisition of Apollo decreased to $13.7 million as a result of changes in forecasted revenues subject to milestone payments and the passage of time. An additional $10.0 million of cash (“Cash Earnout”) will be paid to employees of Apollo that joined Astra, subject to certain performance-based milestones, 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 employees continued employment with the Company and is payable after the achievement of each performance-based milestones. The Company assessed the probability of success of each performance-based milestone and determined that the Company has achieved certain performance-based milestones and it is probable that certain remaining performance-based milestones will be met. The Company recognized $5.8 million in compensation cost which was included in research and development expense in its Consolidated Statement of Operations for the year ended December 31, 2021. The Company also recorded $3.9 million within accrued expenses and other current liabilities in its Consolidated Balance Sheet as of December 31, 2021. In addition, the Company awarded 1,047,115 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. See Note 15 — Stock-based Compensation for additional information. We allocated the fair value of the purchase consideration to the tangible assets, liabilities and intangible assets acquired, based on their estimated fair values. The excess purchase price over those fair values is recorded as goodwill. Our valuation assumptions of acquired assets and assumed liabilities require significant estimates, especially with respect to intangible assets. The purchase consideration allocation set forth herein is preliminary and may be revised as additional information becomes available during the measurement period which could be up to months from the closing date of the acquisition. Any such revisions or changes may be material. Our preliminary allocation of the purchase price of Apollo, based on the estimated fair values of the assets acquired and liabilities assumed as of the acquisition date, is presented in the following table. During the year ended December 31, 2021, the Company continued finalizing its valuations of the assets acquired and liabilities assumed in the acquisition of Apollo based on new information obtained about facts and circumstances that existed as of the acquisition date. During the year ended December 31, 2021, the Company recorded measurement period adjustments, reducing its acquisition date goodwill by approximately $3.0 million primarily to decrease the fair value of contingent consideration by $4.6 million and intangible assets by $1.7 million based on the alignment of Apollo’s accounting policies related to revenue recognition under the contract with customers which impacted the revenues forecasted for the valuation of contingent consideration and intangible assets acquired. In addition, the change to the preliminary amount of intangible assets resulted in a decrease in amortization expense and accumulated amortization of $0.2 million, of which $0.1 million relates to a previous reporting period. (in thousands) As Reported Adoption of ASU 2021-08 Measurement As Adjusted Inventory $ 131 $ — $ — $ 131 Prepaid and other current assets 796 — — 796 Property, plant and equipment 996 — — 996 Right of use assets 163 — — 163 Goodwill 58,893 2,308 (2,950 ) 58,251 Intangible assets 17,000 — (1,650 ) 15,350 Other non-current 75 — — 75 Total assets acquired 78,054 2,308 (4,600 ) 75,762 Accounts payable (950 ) — — (950 ) Accrued expenses and other current liabilities (836 ) (1,103 ) — (1,939 ) Operating lease obligation (163 ) — — (163 ) Other non-current (737 ) (1,205 ) — (1,942 ) Total liabilities assumed (2,686 ) (2,308 ) — (4,994 ) Fair value of net assets acquired $ 75,368 $ — $ (4,600 ) $ 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 no revenues recorded during the year ended December 31, 2021 related to Apollo. It was impracticable to determine the effect on net income attributable to Apollo as we had integrated a substantial portion of Apollo into our ongoing operations during the year. Transaction costs related to the Apollo Merger of $4.0 million were included in general and administrative expense in the Consolidated Statement of Operations for the year ended December 31, 2021. Intangible Assets Fair Value Weighted-Average (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. We 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. We believe 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 in the accompanying Consolidated Statements of Operations as if incurred in the year ended December 31, 2021. Of these transaction costs, $0.4 million were incurred by Apollo and $4.0 million were 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 $3.1 million and $3.3 million for the years ended December 31, 2021 and 2020, 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 or of the results of our future operations of the combined business. For The Year Ended December 31, (in thousands) 2021 2020 Pro forma net revenue $ 400 $ 322 Pro forma net loss and net loss attributable to common stockholders $ (255,268 ) $ (86,655 ) Reverse Recapitalization . On June 30, 2021, pre-combination pre-combination pre-combination 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 pre-combination pre-combination pre-combination 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. 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 7 – 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 paid-in pre-combination 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 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 |
Recently Issued and Recently Ad
Recently Issued and Recently Adopted Accounting Pronouncements | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure Text Block [Abstract] | |
Recently Issued and Recently Adopted Accounting Pronouncements | Note 4 — Recently Issued and Recently Adopted Accounting Pronouncements Recently Issued Accounting Pronouncements Not Yet Adopted In March 2020, the FASB issued ASU No. 2020-04, 2020-04 Recently Adopted Accounting Guidance In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-02, 2016-02”), 2016-02 right-of-use right-of-use 2016-02 2016-02 2016-02 right-of-use In June 2016, the FASB issued ASU No. 2016-13, 2016-13”), 2016-13 available-for-sale 2016-13 2016-13 In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which simplifies the accounting for income taxes. The standard is effective for annual periods, and interim periods within those years, beginning after December 15, 2020, The Company adopted ASU 2019-12 on January 1, 2021. The adoption did not have a material impact on the Company’s consolidated financial statements. In August 2020, the FASB issued ASU 2020-06, 470-20) 815-40): 2020-06”), 2020-06 if-converted 2020-06 2020-06, 2020-06 re-combination 2020-06. In October 2021, the FASB issued ASU No. 2021-08, 2021-08”), 2021-08 2021-08 |
Supplemental Financial Informat
Supplemental Financial Information | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Supplemental Financial Information Abstract | ||
Supplemental Financial Information | Note 4 — Supplemental Financial Information Inventories in thousands As of June 30, 2022 As of December 31, 2021 Raw materials $ — $ 5,775 Work in progress 3,155 941 Finished goods — 959 Inventories $ 3,155 $ 7,675 There were $13.3 million and $18.8 million of inventory write downs recorded within cost of revenues during the three and six months ended June 30, 2022, respectively, of which $10.2 million of inventory write-downs 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 six months ended June 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 June 30, 2022 As of December 31, 2021 Construction in progress $ 6,809 $ 39,246 Computer and software 6,539 3,092 Leasehold improvements 56,444 14,177 Research equipment 11,731 8,935 Production equipment 21,708 10,442 Furniture and fixtures 1,573 1,001 Total property, plant and equipment 104,804 76,893 Less: accumulated depreciation (16,581 ) (10,577 ) Property, plant and equipment, net $ 88,223 $ 66,316 Depreciation expense amounted to $4.0 million and $1.0 million for the three months ended June 30, 2022 and 2021, respectively. Depreciation expense amounted to $6.0 million and $1.9 million for the six months ended June 30, 2022 and 2021, respectively. No impairment charges were recorded for the three and six months ended June 30, 2022 and 2021. Accrued Expenses and Other Current Liabilities in thousands As of As of Employee compensation and benefits $ 9,102 $ 9,927 Contract liabilities, current portion 6,196 10,162 Fair value of contingent consideration, current portion 19,800 — Construction in progress related accruals 577 3,726 Accrued expenses 6,745 3,464 Other (miscellaneous) 2,762 2,620 Accrued expenses and other current liabilities $ 45,182 $ 29,899 Other Non-Current Liabilities in thousands As of As of Fair value of contingent consideration, net of current portion $ 11,200 $ 13,700 Contract liabilities, net of current portion 6,541 149 Other (miscellaneous) 1,016 750 Other non-current liabilities $ 18,757 $ 14,599 | Note 5 — Supplemental Financial Information Inventories As Of December 31, in thousands 2021 2020 Raw materials $ 5,775 $ 649 Work in progress 941 — Finished goods 959 — Inventories $ 7,675 $ 649 The Company’s inventories included materials which are necessary to construct the Company’s launch vehicles to provide launch services to customers. Costs related to the construction of research and development launch vehicles are recorded as research and development expenses when incurred. Under the Company’s business model, launch vehicles are manufactured to deliver customer payloads of various sizes to various locations in low-earth Property, Plant and Equipment, net Presented in the table below are the major classes of property, plant and equipment: As Of December 31, in thousands 2021 2020 Construction in progress $ 39,246 $ — Computer and software 3,092 1,440 Leasehold improvements 14,177 13,873 Research and development equipment 8,935 4,903 Production equipment 10,442 8,174 Furniture and fixtures 1,001 466 Kodiak Spaceport — 2,079 Total property, plant and equipment 76,893 30,935 Less: accumulated depreciation (10,577 ) (6,866 ) Property, plant and equipment, net $ 66,316 $ 24,069 Construction is progress relates mainly to the ongoing development of our manufacturing facility located in Alameda, California. Depreciation expense is recorded within operating expenses in the Consolidated Statements of Operations and amounted to $3.7 million, $3.3 million and $2.3 million for the years ended December 31, 2021, 2020 and 2019, respectively. No impairment charges were recorded for the year ended December 31, 2021, 2020 and 2019. Kodiak Spaceport On June 19, 2019, the Company entered into an agreement with Alaska Aerospace Corporation (“AAC”) to develop a commercial launch pad site (“Launch Pad”) in Kodiak, Alaska. The Launch Pad development includes construction of the Launch Pad and obtaining Federal Aviation Administration spaceport license approval for launch operations beginning in August 2019. The Launch Pad’s costs were jointly funded by AAC and the Company. Throughout the term of the agreement, the State of Alaska retains ownership of the developed Launch Pad site and the Company leases it. The Company’s involvement in the construction of the Launch Pad, inclusive of the land, resulted in the Company being recognized as the owner of the Launch Pad during the lease term. Prior to the adoption of ASC 842, the arrangement was accounted for as a build-to-suit non-current Upon adoption of ASC 842 on January 1, 2021, the Company derecognized the Kodiak Spaceport asset of $2.1 million, the accumulated depreciation of $0.4 million, and the financing obligation of $0.8 million, with an adjustment to equity for the difference. The Company also recognized a right-of-use right-of-use Accrued Expenses and Other Current Liabilities As Of December 31, in thousands 2021 2020 Employee compensation and benefits $ 9,927 $ 484 Contract liabilities 10,162 — Construction in progress related accruals 3,726 — Accrued expenses 3,464 2,751 Other (miscellaneous) 2,620 1,155 Accrued expenses and other current liabilities $ 29,899 $ 4,390 Other Non-Current As Of December 31, in thousands 2021 2020 Fair value of contingent consideration $ 13,700 $ — Contract liabilities 149 122 Other (miscellaneous) 750 1,563 Other non-current $ 14,599 $ 1,685 Other Income, Net For The Year in thousands 2021 2020 2019 Gain on change in fair value of public and private placement of warrants $ 25,681 $ — $ — Gain on forgiveness of PPP note 4,850 — — Gain on change in fair value of contingent consideration 4,700 — — Gain (loss) on mark to market derivatives — 8,145 (464 ) Other (miscellaneous) 815 2,715 740 Other income, net $ 36,046 $ 10,860 $ 276 |
Intangible Assets
Intangible Assets | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Intangible Assets | Note 5 — Intangible Assets in thousands Carrying Accumulated Net Book As of June 30, 2022: Definite-lived intangible assets Developed technology $ 12,100 $ 2,017 $ 10,083 Customer contracts and related relationship 2,900 966 1,934 Order backlog 200 200 — Trade names 150 75 75 Intangible assets subject to amortization 15,350 3,258 12,092 Indefinite-lived intangible assets Trademarks 4,200 — 4,200 Total $ 19,550 $ 3,258 $ 16,292 in thousands Carrying Accumulated Net Book 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 June 30, 2022, the expected amortization expense for each of the next five years and thereafter is as follows: in thousands Expected 2022 (remainder) $ 1,529 2023 3,021 2024 2,500 2025 2,017 2026 2,017 Thereafter 1,008 Total intangible assets $ 12,092 | Note 6 — Goodwill and Intangible Assets Goodwill in thousands Balance as of December 31, 2020 $ — Apollo Merger 58,251 Balance as of December 31, 2021 $ 58,251 Intangible Assets in thousands Carrying Accumulated Net Book 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 There were no intangible assets as of December 31, 2020. Based on the amount of intangible assets as of December 31, 2021, the expected amortization expense for each of the next five years and thereafter is as follows: in thousands Expected 2022 $ 3,158 2023 3,021 2024 2,500 2025 2,017 2026 2,017 Thereafter 1,008 Total intangible assets $ 13,721 |
Long-term Debt
Long-term Debt | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Debt Disclosure [Abstract] | ||
Long-Term Debt | Note 6 — Long-Term Debt There is no short-term and long-term debt outstanding as of June 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 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 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 six months ended June 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 six months ended June 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 bo | Note 7 — Long-Term Debt The Company’s debt obligations consist of the following: As of December 31, 2021 December 31, 2020 in thousands Principal Unamortized Principal Unamortized Term loan $ — $ — $ 2,800 $ — Equipment advances — — 3,636 — Paycheck Protection Program note — — 4,850 — Convertible notes — — 59,835 12,200 Total debt — 71,121 Less: debt discount — (12,200 ) Less: current portion — (51,635 ) Total long-term debt book value, net $ — $ 7,286 There is no short-term and long-term debt outstanding as of December 31, 2021. Debt issuance costs were not material for any debt obligations individually, or in the aggregate, for the issuances of the above debt obligations. Therefore, debt issuance costs were expensed upon the issuance of respective debt obligations. Current portion of long-term debt outstanding as of December 31, 2020 includes those principal balances and unamortized debt discount expected to be repaid within twelve months from December 31, 2020. In connection with the Business Combination, all outstanding debt with the exception of the Paycheck Protection Program note were settled on June 30, 2021. Refer to Note – 3 Acquisitions. In August 2021, the Company’s application for forgiveness of Paycheck Protection Program was approved in the full amount. 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 can 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. For the 2018 Term Loans, monthly payments of interest only were required to be made commencing on the first day of the month following the month in which the funding occurs with respect to such term loan, and continuing thereafter on the first day of each successive calendar month, through April 30, 2020. Commencing May 1, 2020 and continuing thereafter on the first day of each successive calendar month through its maturity date, monthly payments of equal principal and accrued interest are required to be remitted. For each equipment advance, commencing on the first day of the month following the month in which the funding date occurs with respect to such equipment advance, and continuing thereafter on the first day of each successive calendar month through its equipment maturity dates, monthly payments of equal principal and accrued interest are required to be remitted. The 2018 Term Loans bear an interest rate equal to the greater of (i) 5.25% or (ii) 1.5% above the Prime Rate. The 2018 Equipment Advances bear an interest rate equal to the greater of (i) 5.25% or (ii) 1.0% above the Prime Rate. As of June 30, 2021 and December 31, 2020, the interest rate for the 2018 Term Loans and the 2018 Equipment Advances was 5.25%. The Prime Rate is defined as the rate of interest per annum from time to time published in the money rates section of The Wall Street Journal or any successor publication. Interest is payable monthly and compounded monthly based on a 360-day Borrowings under the 2018 Loan Agreement are secured by a security interest in all goods, equipment, inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, general intangibles, accounts, documents, instruments, chattel paper, cash, deposit accounts, fixtures, letters of credit rights, securities, and all other investment property, supporting obligations, and financial assets, whether now owned or hereafter acquired, wherever located. 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 has the option to purchase an aggregate of 480,520 shares of Class A common stock. The warrants have a weighted average exercise price of $0.24 per share and are exercisable for a period of 10 years. The Company accounted for all the Warrants issued as equity instruments since the Warrants are indexed to the Company’s common shares and meet 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. The issuances under the 2018 Term Loan and 2018 Equipment Advances are as follows: in thousands Principal Term Loan $ 3,000 Equipment Advances – January 31, 2019 Issuance 2,410 Equipment Advances – April 29, 2019 Issuance 2,428 Equipment Advances – June 27, 2019 Issuance 2,162 Total $ 10,000 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. In the first quarter of the year ended December 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. For the year ended December 31, 2021, the Company recorded a gain of $4.9 million related to forgiveness of PPP Note in other income, net within the Consolidated Statement of Operations. No such gain was recorded for the years ended December 31, 2020 and 2019. 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 mature on June 10, 2021 and accrue interest at 2.37% or 2.13%, compounded annually on basis of 360-days 30-day 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 mature on October 1, 2021 and accrue interest at 1.69%, 1.59% or 1.85%, compounded annually on basis of 360-days 30-day Pursuant to the terms of the Convertible Notes, the Convertible Notes will convert, including outstanding principal and any accrued but unpaid interest, with no fractional shares and proper notice based on the below: Maturity Next Equity Financing: securities issued at a price lesser of % of the qualified financing price or a per share price reflecting a pre-money, fully-diluted valuation of $ million for the June 2019 Convertible Notes and $ million for the October 2019 Convertible Notes. Change of Control : In the event of a change of control, immediately prior, the note shall convert into cash equal to 1.5 times the outstanding principal and any accrued but unpaid interest or at the option of the holder convert into common stock at a price per share equal to the lesser of 80 % of the change of control price per common stock or a per share price reflecting a pre-money, fully-diluted valuation of $ million for the June 2019 Convertible Notes and $ million for the October 2019 Convertible Notes. Upon maturity, the holders of the Convertible Notes have the option to extend the maturity date for another 2 years. The Company determined that the contingent share-settled redemption upon the Next Equity Financing or Change of Control at 80% of the next round price and the contingent redemption upon Change of Control at 1.5 times of the outstanding principal and accrued interest were embedded derivatives (“Redemption Obligation”) that required bifurcation as derivative liabilities as well as upon issuance a reduction in the carrying value of the underlying note. The Company measures the bifurcated compound derivative at fair value based on significant inputs not observable in the market, which causes them to be classified as Level 3 measurements within the fair value hierarchy. Redemption Obligation derivatives are determined to be material at each issuance date. The bifurcated derivative was bifurcated from each note at the amount of the fixed premium, and the expected premium based on likelihood of the Next Equity Financing at different dates which result in differing levels of premium. The bifurcated embedded derivative had a zero fair value as of December 31, 2020 and through the settlement of the Convertible Notes in January 2021. The following tables present changes in fair value of the embedded compound derivative (associated with the Company’s Convertible Notes) for the year ended December 30, 2021 and 2020: Embedded in thousands 2021 2020 Balance – December 31 $ — $ 4,698 Additions — 3,447 Measurement adjustments — (8,145 ) Balance – December 31 $ — $ — The measurement adjustments are recognized in other income, net within the Company’s Consolidated Statements of Operations. To determine the fair value of the embedded derivatives, the Company used an income approach considering potential future conversion and calibrated a discount rate to be consistent with the price paid at Issuance. The income approach considered assumptions including preferred stock values, volatilities, risk free rates, and discount rates/additional discount factors calibrated to be consistent with the price paid at Issuance. Additionally, other key assumptions included probability and timing of financing or the note remaining outstanding through maturity. The following table sets forth the range of inputs for the significant assumptions utilized to determine the fair value of embedded derivatives at each issuance: At Issuance June 2019 October 2019 Q4 2020 Preferred stock value $ 1.30 $ 1.30 $ 1.98 – 2.32 Risk free rates 1.8% – 2.0 % 0.9% – 1.8 % 0.1 % Risk-adjusted discount rate 15.0 % 15.0 % 15.0 % Additional discount factor 0.1% – 0.9 % 0.9% – 4.7 % 4.7 % Preferred volatility 15.3 % 15.3 % 20 % F-32 2020-06 non-contingent As of Effective Fair Value of Number of (pre-combination) BCF in thousands October 29, 2020 $ 1.33 $ 2.32 1,125,281 $ 1,113 November 12, 2020 1.33 2.32 4,456,114 4,407 November 16, 2020 1.33 2.32 871,378 862 November 19, 2020 1.33 2.32 2,504,466 2,476 December 1, 2020 1.33 2.32 120,030 119 December 11, 2020 1.33 2.32 750,188 742 Total $ 9,719 Prior to the adoption of ASU 2020-06 in-the-money non-contingent re-measured For all other Convertible Notes, the debt discount resulting from the bifurcation of the embedded derivatives at issuance was amortized into interest expense using the effective interest method over the term of the Convertible Notes. All Convertible Notes were classified as current liabilities as of December 31, 2020. On January 1, 2021, the Company elected to adopt ASU 2020-06 2020-06, The issuances under the Convertible Notes are as follows: Maturity Date of June 10, in thousands Principal Interest Rate June 10, 2019 $ 12,950 2.37 % June 12, 2019 500 2.37 % June 13, 2019 400 2.37 % July 19, 2019 235 2.13 % July 25, 2019 750 2.13 % Total $ 14,835 Maturity Date of October in thousands Principal Interest Rate October 1, 2019 $ 14,000 1.69 % February 6, 2020 6,000 1.59 % February 12, 2020 5,000 1.59 % February 28, 2020 6,900 1.59 % October 29, 2020 1,500 1.85 % November 12, 2020 5,940 1.85 % November 16, 2020 1,162 1.85 % November 19, 2020 3,338 1.85 % December 1. 2020 160 1.85 % December 11, 2020 1,000 1.85 % Total $ 45,000 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) 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 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 within other income, net in the Consolidated Statement of Operations. The Company issued in aggregate 26,727,308 shares of Series C convertible preferred stock (pre-combination) 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 |
Warrant Liabilities
Warrant Liabilities | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Disclosure Text Block [Abstract] | ||
Warrant Liabilities | 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. | Note 8 — 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 entitles 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 allows 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 are not transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants are exercisable for cash or on a cashless basis, at the holder’s option, and are non-redeemable The Company accounts 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 need to participate in such tender offer or exchange to trigger the potential cash settlement and the Company does not control the occurrence of such an event, the Company concluded that the Public Warrants and Private Placement Warrants do not meet the conditions to be classified in equity. Since the Public and Private Placement Warrants meet 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 has 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. The Public Warrants and Private Placement Warrants were remeasured to fair value as of the exercise or redemption date, resulting in a gain of $25.7 million for year ended December 31, 2021, classified within other income, net in the Consolidated Statements of Operations. |
Income Taxes
Income Taxes | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
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 six months ended June 30, 2022 and 2021, the Company recognized no provision for income taxes consistent with the losses incurred and the valuation allowance against the deferred tax assets. 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. | Note 9 — Income Taxes Components of Income Before Taxes For financial reporting purposes, loss before income taxes includes the following components: As of December 31, in thousands 2021 2020 2019 Domestic $ (258,167 ) $ (68,293 ) $ (53,179 ) Foreign — — — Loss before income taxes $ (258,167 ) $ (68,293 ) $ (53,179 ) Components of Tax Expense The Company recognized a tax benefit of $0.4 million for the year ended December 31, 2021, primarily due to the release of valuation allowance associated with deferred tax liabilities as a result of the Apollo Fusion Inc. acquisition. For the year ended December 31, 2020 and 2019, the Company recognized no provision for income taxes consistent with the losses incurred and the valuation allowance against the deferred tax assets. Effective Tax Rate Reconciliation between the effective tax rate on income from continuing operations and the statutory tax rate of 21% is as follows: December 31, 2021 2020 2019 U.S. federal provision at statutory rate 21.0 % 21.0 % 21.0 % Tax credits 1.1 1.0 2.2 Non-deductible (1.8 ) — — Stock-based compensation 0.1 — (0.1 ) Convertible notes (10.9 ) (1.6 ) — Fair value adjustment 2.5 2.5 — Change in valuation allowance (11.6 ) (22.8 ) (22.3 ) Other (0.3 ) (0.1 ) (0.8 ) Effective tax rate 0.1 % 0.0 % 0.0 % Deferred Taxes The Company’s deferred income tax assets and liabilities are as follows: As of December 31, in thousands 2021 2020 Deferred tax assets: Net operating loss carry forward $ 75,750 $ 45,768 Tax credits 10,005 4,403 Stock-based compensation 1,807 35 Operating lease liabilities 2,073 — Intangibles — 307 Accruals and reserves 4,350 362 Total deferred tax assets 93,985 50,875 Deferred tax liabilities: Fixed assets (709 ) (787 ) Right-of-use (2,119 ) — Intangible assets (2,534 ) — Total deferred tax liabilities (5,362 ) (787 ) Net deferred tax assets before valuation allowance 88,623 50,088 Valuation allowance (88,623 ) (50,088 ) Net deferred tax assets (liabilities) $ — $ — The Company assesses the realizability of deferred tax assets based on the available evidence, including a history of taxable income and estimates of future taxable income. In assessing the realizability of deferred tax assets, the Company considers whether it is more likely than not that all or some portion of deferred tax assets will not be realized. Due to the losses the Company generated in the current and prior years, the Company believes it is not more likely than not that all of the deferred tax assets can be realized. Accordingly, the Company established and recorded a full valuation allowance on its net deferred tax assets. The Company’s valuation allowance increased by $38.5 million and $20.7 million during the years ended December 31, 2021 and 2020, respectively. As of December 31, 2021, the Company had $292.6 million of U.S. federal net operating loss carryforwards, of which $272.5 million will be carried forward indefinitely for U.S. federal tax purposes and $20.1 million will expire beginning in 2036. In addition, the Company has $211.7 million of state net operating loss carryforwards available to reduce future taxable income, if not utilized, will begin to expire beginning in 2036. As of December 31, 2021, the Company also has federal and California research and development tax credit carryforwards of $ million and $ million, respectively. The federal research credit carryforwards will begin to expire in 2036 and California research credits can be carried forward indefinitely. Utilization of the net operating loss and credit carryforwards may be subject to a substantial annual limitation due to the ownership change limitations provided by the Internal Revenue Code of 1986, as amended, and similar state provisions. The annual limitation may result in the expiration of net operating losses and tax credits before utilization. The events that may cause ownership changes include, but are not limited to, a cumulative stock ownership change of greater than 50% over a three-year period. On December 27, 2020, the “Consolidated Appropriations Act, 2021” (the “CAA”) was signed into law. The CAA includes provisions meant to clarify and modify certain items put forth in CARES Act, while providing aid to businesses affected by the pandemic. The CAA allows deductions for expenses paid for by Paycheck Protection Program and Economic Injury Disaster Loan (“EIDL”) Program, clarifies forgiveness of EIDL advances, and other business provisions. The Company analyzed the provisions of the CAA and have appropriately accounted for the deductible costs associated with the PPP proceeds. Unrecognized Tax Benefits The Company accrues for uncertain tax positions identified, which are not deemed more likely than not to be sustained if challenged, and recognizes interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. The Company recorded no amounts of accrued interest and accrued penalties related to unrecognized tax benefits as of December 31, 2021, 2020 and 2019. The following is a tabular reconciliation of the total amounts of unrecognized tax benefits: Year Ended December 31 in thousands 2021 2020 2019 Unrecognized tax benefits as of the beginning of the year $ 4,842 $ 3,543 $ 1,569 Increases related to prior year tax provisions (acquisition) 487 — — Decrease related to prior year tax provisions (1,112 ) — — Increase related to current year tax provisions 897 1,299 1,974 Statute lapse — — — Unrecognized tax benefits as of the end of the year $ 5,114 $ 4,842 $ 3,543 The unrecognized gross tax benefits would not reduce the annual effective tax rate if recognized because the Company has recorded a valuation allowance on its deferred tax assets. As of December 31, 2021, the Company does not believe there will be a significant increase or decrease of unrecognized tax benefits within the next twelve months. The Company files income tax returns in the U.S. federal and various state 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. There have been no examinations of our income tax returns by any tax authority. |
Leases
Leases | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
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 $0.5 million and $0.4 million for the three months ended June 30, 2022 and 2021, respectively. The operating lease costs were $1.0 million and $0.6 million for the six months ended June 30, 2022 and 2021, respectively. Cash flows arising from lease transactions for the three and six months ended June 30, 2022 and 2021 were as follows (in thousands): For the Three Six Months Ended in thousands 2022 2021 2022 2021 Cash paid for amounts included in the measurements of lease liabilities — operating cash $ (482 ) $ (760 ) $ (942 ) $ (770 ) Right-of-use $ — $ — $ 251 $ — Future minimum lease payments under non-cancellable leases in effect as of June 30, 2022 are as follows (in thousands): Operating 2022 (remainder) $ 930 2023 1,790 2024 1,677 2025 1,655 2026 1,642 Thereafter 2,840 Total future undiscounted minimum lease payments $ 10,534 Less: imputed Interest 2,030 Total reported lease liability $ 8,504 | Note 10 — Leases The Company has operating leases for warehouse, production, and office facilities and equipment. Lease contracts have remaining lease terms of 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. See Note 2 — Basis of Presentation and Summary of Significant Accounting Policies for the Company’s lease accounting policy. The components of lease costs for the year ended December 31, 2021 are as follows (in thousands): in thousands For the Year Ended Operating lease costs $ 1,669 Finance lease costs: Amortization of right-of-use — Interest on lease liabilities — Short-term lease costs 62 Variable lease costs — Sublease income — Total lease costs $ 1,731 For the year ended December 31, 2020 and 2019, rent expense recognized under ASC 840 amounted to $0.6 million and $0.8 million, respectively. The weighted average remaining lease term as of December 31, 2021 is 6.68 years and the weighted average discount rate is 7.34%. Cash flows arising from lease transactions for the year ended December 31, 2021 were as follows (in thousands): For the Year Cash paid for amounts included in the measurements of lease liabilities: Operating cash inflows/(outflows) from operating leases $ (1,712 ) Operating cash inflows/(outflows) from finance leases — Financing cash inflows/(outflows) from finance leases — Supplemental non-cash right-of-use — Operating leases $ 5,243 Finance leases — Future minimum lease payments under non-cancellable Year Ended December 31, Operating Finance 2022 $ 1,761 $ — 2023 1,655 — 2024 1,655 — 2025 1,655 — 2026 1,642 Thereafter 2,840 — Total future undiscounted minimum lease payments $ 11,208 $ — Less: imputed Interest 2,324 — Total reported lease liability $ 8,884 $ — As of December 31, 2021, we do not have any leases that have not yet commenced that create significant rights and obligations for us. The following table summarizes our lease commitments as of December 31, 2020: Year Ended December 31, Minimum (in thousands) 2021 $ 712 2022 766 2023 763 2024 762 2025 762 Thereafter 1,708 Total $ 5,473 |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
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 June 30, 2022 Description Level 1 Level 2 Level 3 Total Assets Cash equivalents: Money market account $ 3,417 $ — $ — $ 3,417 Marketable securities US Treasury securities 22,959 — — 22,959 Corporate debt securities — 21,967 — 21,967 Commercial paper — 40,912 — 40,912 Asset backed securities — 10,530 — 10,530 Total financial assets $ 26,376 $ 73,409 $ — $ 99,785 Liabilities: Contingent consideration $ — $ — $ 31,000 $ 31,000 Total financial liabilities $ — $ — $ 31,000 $ 31,000 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 Fair value as of December 31, 2021 $ 13,700 Loss on change in fair value of contingent consideration 17,300 Fair value as of June 30, 2022 $ 31,000 The fair value of contingent consideration related to 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 June 30, 2022 and December 31, 2021: As of June 30, 2022 As of December 31, 2021 Risk-free interest rate 2.62 % 0.56 % Expected revenue volatility 19.0 % 20.0 % Revenue discount rate 7.50 % 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 June 30, 2022 (in thousands): As of June 30, 2022 Description Amortized Gross Fair U.S. Treasury securities $ 23,006 $ (47 ) $ 22,959 Corporate debt securities 22,093 (126 ) 21,967 Commercial paper 40,912 — 40,912 Asset backed securities 10,590 (60 ) 10,530 Total available-for-sale marketable securities $ 96,601 $ (233 ) $ 96,368 The following table presents the breakdown of the available-for-sale June 30, 2022 Fair Gross U.S. Treasury securities Less than 12 months $ 22,959 $ 47 Total $ 22,959 $ 47 Corporate debt securities Less than 12 months $ 21,967 $ 126 Total $ 21,967 $ 126 Commercial paper Less than 12 months $ 40,912 $ — Total $ 40,912 $ — Asset backed securities Less than 12 months $ 2,828 $ 25 Greater than 12 months 7,702 35 Total $ 10,530 $ 60 The Company does not believe these available-for-sale available-for-sale As of June 30, 2022 in thousands Amortized Cost Fair Value Due in 1 year or less $ 88,864 $ 88,666 Due in 1-2 $ 7,737 $ 7,702 | Note 11 — Fair Value Measurements The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2021 (in thousands): 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 Fair value as of January 1, 2021 $ — Recognition of contingent consideration liability upon acquisition 18,400 Gain on change in fair value included in other income, net 4,700 Fair value as of December 31, 2021 $ 13,700 Money market account is included within Level 1 of the fair value hierarchy because they are valued using quoted market prices. The fair value of contingent consideration related to Apollo acquisition is classified as Level 3 financial instruments. To determine the fair value of the contingent consideration, the Company used 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 revenue 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: Contingent Risk-free interest rate 0.56 % Expected revenue volatility 20.0 % Revenue discount rate 5.50 % Discount rate 3.25 % |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
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 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 1:22-cv-01591 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 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 un The Company has tendered defense of each of the three foregoing claims under its Directors’ and Officers’ policy. The retention under this policy is $ 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 On May 25, 2021, the Company entered a contract with a supplier to purchase components. The Company is obligated to purchase $22.5 million of components over 60 months. The Company may terminate the supply agreement by paying 50% of the remaining purchase commitment at any point during the contract term. The Company made total purchases of $0.8 million under the contract from the contract date of which $0.4 million related to purchases made during the six months ended June 30, 2022. The Company also made advance payments of $0.4 million under the contract during the six months ended June 30, 2022. | Note 12 — Commitments and Contingencies Legal Proceedings The Company is party to ordinary and routine litigation incidental to our business. On a case-by-case As of December 31, 2021, there is no material litigation, arbitration or governmental proceeding currently pending or to Astra’s knowledge, threatened against us or any members of Astra’s management team in their capacity as such that could have a material effect on the Consolidated Balance Sheets, Consolidated Statements of Operations, or Consolidated Statements of Cash Flows. See Note 18 — Subsequent Events for litigation proceedings in which the Company is a party that were commenced after December 31, 2021. Purchase Commitments On May 25, 2021, the Company entered a contract with a supplier to purchase components. The Company is obligated to purchase $22.5 million of components over 60 months. The Company may terminate the supply agreement by paying 50% of the remaining purchase commitment at any point during the contract term. The Company made total purchases of $0.4 million during the year ended December 31, 2021. |
Convertible Preferred Stock
Convertible Preferred Stock | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Equity [Abstract] | ||
Convertible Preferred Stock | Note 12 — Convertible Preferred Stock Convertible Preferred Stock From pre-combination The three classes of convertible preferred stock of pre-combination pre-combination of: Series Shares Outstanding (pre-combination Astra) Liquidation Price Per Share Conversion Price Per Share Annual Noncumulative Dividend Rights Per Share 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 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 $ billion, reflecting the estimated redemption value of $ 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. | Note 13 — Convertible Preferred Stock Convertible Preferred Stock From pre-combination The three classes of convertible preferred stock of pre-combination pre-combination Series Shares Outstanding (pre-combination 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 Voting Rights and Dividends Each holder of the Convertible Preferred Stock is entitled to a number of votes equal to the number of whole shares of Class A common Stock into which such holder’s shares are convertible as defined in the amended and restated certificate of incorporation. The holders of outstanding Convertible Preferred Stock are entitled to receive defined dividends per share, when, if, and as declared by the board of directors. These rights are not cumulative, and no right accrues by reason of the fact that dividends on said shares are not declared in any period, nor any undeclared or unpaid dividend bears or accrues interest. After payment of such dividends, and additional dividends or distributions are distributed to all holders of Common Stock, Founders Convertible Preferred Stock and Convertible Preferred Stock in proportion to the number of shares of common stock what would be held on an “as converted” basis. Liquidation In the event of a liquidation event (as defined), the holders of the Convertible Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any of the assets of the Company to the holders of Founders Convertible Preferred Stock and Common Stock, by reason of their ownership, an amount per share equal to the liquidation price per share for each outstanding share of the Convertible Preferred Stock, plus any declared but unpaid dividends thereon to the date fixed for such distribution. If the assets of the Company legally available for distribution are insufficient to permit the payment of the full preferential amounts to the holders of the Convertible Preferred Stock, then the entire assets available for distribution to stockholders are distributed ratably among the holders of the Convertible Preferred Stock in proportion to the preferential amount each such holder is otherwise entitled to receive. Upon the completion of the distribution to the holders of Series A, Series B and Series C Convertible Preferred Stock, the holders of outstanding shares of Founders Convertible Preferred Stock and Common Stock are entitled to receive all of the remaining assets of the Company pro rata based on the number of shares of Common Stock held by each assuming conversion of all such Founders Convertible Preferred Stock into Common Stock. Each of the Convertible Preferred Stock shares are conditionally puttable by the holders upon Deemed Liquidation events, which includes a change of control or a sale of substantially all the Company’s assets. The Company determined that triggering events that could result in a Deemed Liquidation are not solely within the control of the Company. Therefore, the Convertible Preferred Stock is classified outside of permanent equity (i.e., temporary equity). The Convertible Preferred stock is subject to standard protective provisions, none of which provide creditor rights. As of December 31, 2020, the Company was not required to remeasure the Convertible Preferred Stock to the redemption value as none of the Deemed Liquidation events were probable at the time. 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 are 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 are considered probable of becoming redeemable. Subsequent measurement of Convertible Preferred Stock is 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 this method, changes in the redemption value are recognized immediately as they occur and the carrying value of the Convertible Preferred Stock is 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 paid-in 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 Conversion The holders of the Convertible Preferred Stock shall have conversion rights as follows: Right to Convert Automatic Conversion as-converted Redemption Convertible Preferred Stock are not mandatorily redeemable. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | ||
Stockholders' Equity | Note 13 — Stockholders’ Equity Common and Preferred Stock As of June 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 June 30, 2022, the Company had 209,408,425 and 55,539,188 shares of Class A and Class B common stock issued and outstanding, respectively. There were no shares of preferred stock outstanding as of June 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 Founders Convertible Preferred Stock The pre-combination pre-combination | Note 14 — Stockholders’ Equity Common and Preferred Stock As of December 31, 2021, 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 December 31, 2021, the Company had 207,451,107 and 55,539,189 shares of Class A and Class B common stock issued and outstanding, respectively. There were no shares of preferred stock outstanding as of December 31, 2021. Holders of the Class A and Class B common stock have identical 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 our 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 Founders Convertible Preferred Stock The Company issued 18,500,000 shares of pre-combination pre-combination |
Stock-based Compensation
Stock-based Compensation | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | ||
Stock-based Compensation | 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 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 June 30, 2022, 20.5 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 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 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 to by the lesser of (i) % 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 % of the lesser of the fair market value at the beginning of the offering period or the end of each 6-month purchase period. million shares were issued under the Employee Stock Purchase Plan during the six months ended June 30, 2022. As of June 30, 2022, million shares remain available for issuance under the 2021 ESPP. As of June 30, 2022, the Company had $ 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 years. 2016 Equity Incentive Plan In 2016, pre-combination non-employee 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 June 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 six months ended June 30, 2022 and 2021, respectively: For the Three Months For The Six Months in thousands 2022 2021 2022 2021 Cost of revenues $ 456 $ — $ 697 $ — Research and development 4,832 125 11,568 3,304 Sales and marketing 1,417 42 2,997 54 General and administrative 6,086 7,277 14,570 14,419 Stock-based compensation expense $ 12,791 $ 7,444 $ 29,832 $ 17,777 On November 22, 2021, under the 2021 Plan, the Company’s compensation committee issued PSUs to the employees of Apollo who joined Astra. P The number of PSUs vested will be 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 do 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 are considered granted as of November 22, 2021 and January 21, 2022, respectively. The remaining PSUs issued did not meet the grant date criteria as of June 30, 2022. The Company will re-assess As of June 30, 2022, the Company assessed the probability of success for the performance conditions that are not subjective and determined that the Company has achieved certain of these performance conditions within the requisite period. Therefore, the Company recognized $0.3 million and $1.2 million compensation costs related to PSUs for the three and six months ended June 30, 2022, respectively. 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 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 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 June 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 $4.1 million and $9.0 million compensation costs related to PSOs for the three and six months ended June 30, 2022, respectively. As of June 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 In February 2021, the Board of Directors approved the acceleration in vesting of 206,250 pre-combination As of June 30, 2022, the Company had $119.1 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 pre-combination In January Stock Options Awards The following is a summary of stock option activity for the six months ended June 30, 2022: No. of Weighted- Weighted- Aggregate Outstanding — December 31, 2021 20,326,384 $ 7.52 9.4 $ 22,782,654 Granted 1,142,027 5.21 Exercised (231,491 ) 0.45 Forfeited (49,394 ) 1.69 Expired (5,067 ) 6.75 Outstanding — June 30, 2022 21,182,459 $ 7.48 8.94 $ 2,733,826 Unvested — June 30, 2022 18,525,741 $ 8.23 9.11 $ 1,037,708 Exercisable — June 30, 2022 2,656,718 $ 2.26 7.76 $ 1,696,117 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 six months ended June 30, 2022: Time Based 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 six months ended June 30, 2022: Number of Weighted-Average Outstanding — December 31, 2021 10,678,818 $ 9.20 Granted 7,859,084 3.38 Vested (1,570,858 ) 8.76 Forfeited (1,341,095 ) 8.62 Outstanding — June 30, 2022 15,625,949 $ 6.36 Total fair value as of the respective vesting dates of restricted stock units vested for the six months ended June 30, 2022 was approximately $4.9 million. As of June 30, 2022, the aggregate intrinsic value of unvested restricted stock units was $20.3 million. | Note 15 — 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. In addition, the pool increases on January 1 of each year from 2022 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. 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 December 31, 2021, 9.1 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 million shares of Class A common stock for issuance for awards in accordance with the terms of the ESPP. In addition, the number of shares reserved for issuance will ultimately increase on January 1 of each year from 2022 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 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 6-month 6-month Employee Stock Purchase Plan. As of December 31, 2021, the Company had $0.5 million of unrecognized stock-based compensation expense related to the ESPP. This cost is expected to be recognized over a weighted-average period of 0.8 years. 2016 Equity Incentive Plan In 2016, pre-combination 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 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 The following table summarizes stock-based compensation expense that the Company recorded in the Consolidated Statements of Operations for the year ended December 31, 2021, 2020 and 2019: For The Year in thousands 2021 2020 2019 Research and development $ 12,930 $ 339 $ 190 Sales and marketing 220 — — General and administrative 26,593 31,863 624 Stock-based compensation expense $ 39,743 $ 32,202 $ 814 As of December 31, 2021, the Company had capitalized $0.3 million of stock-based compensation in inventories. No stock-based compensation was capitalized as of December 31, 2020 and 2019. 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 will be 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 do not meet the criteria for the grant date. Accordingly, 523,557 PSUs related to the performance conditions that are not subjective are considered granted as of November 22, 2021. The remaining PSUs issued did not meet the grant date criteria as of December 31, 2021. The Company will re-assess As of December 31, 2021, the Company assessed the probability of success for the performance conditions that are not subjective and determined that the Company has achieved these performance conditions within the requisite period. Therefore, the Company recognized $0.5 million compensation costs related to PSUs for the year ended December 31, 2021. 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 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 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 certain share price thresholds 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 December 31, 2021, 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 $5.6 million compensation costs related to PSOs for the year ended December 31, 2021. As of December 31, 2021, 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 has approved the acceleration of the vesting of 1,900,000 pre-combination In February 2021, the Board of Directors approved the acceleration in vesting of 206,250 pre-combination As of December 31, 2021, the Company had $130.3 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 2.93 years. Secondary Sales In January 2021 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 pre-combination 2020 Awards to Founders For the year ended December 31, 2020, the Company granted 7,000,000 shares of Class A common stock of pre-combination pre-combination pre-combination Each share reflects one fully vested Class A common stock of pre-combination Merger Remaining Time to event (in years) (1) 0.38 1.50 Scenario probability (2) 60 % 40 % Discount for lack of marketability (3) 10 % 25 % Market value per share (4) $ 6.62 $ 3.04 Grant-date fair value $ 5.96 $ 2.28 (1) The time to event represents the estimated length of time to a merger or liquidation event. (2) Scenario probability was estimated based on the Company’s merger or liquidation event assumptions on the valuation date. (3) Discount for lack of marketability related to the merger transaction scenario was utilized to account for industry-standard lock period of founders and existing employees. Benchmark study approach and securities-based approaches are utilized to estimate the discount for lack of marketability for the remaining private scenario. (4) The Company has assumed the cash purchase price for Series C preferred stock of $6.62 represents an arm’s length fair market value per share price of equity. The value of the remaining private scenario was determined based on back-solve analysis by reconciling to the Series C preferred stock purchase price. The grant date fair value of $31.4 million was recognized as compensation expense within general and administrative expenses in the Consolidated Statement of Operations for the year ended December 31, 2020. Stock Options Awards The following is a summary of stock option activity for the year ended December 31, 2021: No. of Weighted- Weighted- Aggregate Outstanding — December 31, 2020 8,546,017 $ 0.85 8.6 $ 52,120,105 Granted 16,442,272 9.04 9.7 Exercised (3,883,523 ) 0.50 5.1 Forfeited (736,533 ) 1.08 — Expired (41,849 ) 0.52 — Outstanding — December 31, 2021 20,326,384 $ 7.52 9.4 $ 22,782,654 Unvested — December 31, 2021 18,524,426 8.17 9.5 11,701,061 Exercisable — December 31, 2021 1,801,958 0.78 7.8 11,081,593 Total intrinsic value of options exercised during the years ended December 31, 2021, 2020 and 2019 was approximately $35.6 million, $18.7 million and $0.1 million, respectively. The company uses the Black-Scholes option pricing-model to calculate the grant date fair value of time based options and Monte Carlo simulation model to calculate the grant date fair value of PSOs. The following table summarizes the assumptions used in estimating the fair value of options granted in the year ended December 31, 2021, 2020 and 2019: Time Based Options Performance 2021 2020 2019 2021 Expected terms (years) (1) 6.00 5.78 5.84 2.50 - Expected volatility (2) 68.8 % 47.4% 34.0% 68.9% Risk-free interest rate (3) 0.98 % 0.29% - 1.58% - 1.31% Expected dividend rate (4) — — — — Grant-date fair value $ 5.52 $1.12 $0.11 $4.66 (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. Prior to the Business Combination, the fair value of the common stock underlying our stock-based awards was determined with input from management and corroboration from contemporaneous third-party valuations. Given the absence of a public trading market, we considered numerous objective and subjective facts to determine the fair value of the Company’s Common Stock at each date at which awards were approved. These factors included, but were not limited to (i) contemporaneous third-party valuations of Common Stock; (ii) the rights and preferences of Founders Convertible Preferred and Convertible Preferred relative to Common Stock; (iii) the lack of marketability of Common Stock; (iv) developments in the business; and (v) the likelihood of achieving a liquidity event, such as an IPO or sale of the Company, given prevailing market conditions. Restricted Stock Units Awards The following is a summary of restricted stock units for the year ended December 31, 2021: Number of Weighted-Average Outstanding — December 31, 2020 — $ — Granted 11,421,216 9.20 Vested (585,623 ) 9.20 Forfeited (156,775 ) 9.08 Outstanding — December 31, 2021 10,678,818 $ 9.20 Total fair value as of the respective vesting dates of restricted stock units vested for the year ended December 31, 2021 was approximately $6.2 million. As of December 31, 2021, the aggregate intrinsic value of unvested restricted stock units was $74.0 million. |
Loss per Share
Loss per Share | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
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 as-vested The Company computes earnings per share of Common Stock using the two-class two-class The following tables set forth the computation of basic and diluted loss for the three months ended June 30, 2022 and 2021, and the six months ended June 30, 2022 and 2021: For The Three Months Ended June 30, 2022 2021 (in thousands, except share and per share Class A Class B Class A Class B Net loss attributed to common stockholders $ (65,025 ) $ (17,278 ) $ (9,393 ) $ (21,904 ) Adjustment to redemption value on — — — — Net loss attributed to common stockholders $ (65,025 ) $ (17,278 ) $ (9,393 ) $ (21,904 ) Basic weighted average common shares 209,021,924 55,539,188 20,035,183 46,722,244 Dilutive weighted average common shares 209,021,924 55,539,188 20,035,183 46,722,244 Loss per share attributable to common Basic and Diluted loss per share $ (0.31 ) $ (0.31 ) $ (0.47 ) $ (0.47 ) For The Six Months Ended June 30, 2022 2021 (in thousands, except share and per share Class A Class B Class A Class B Net loss attributed to common stockholders $ (132,684 ) $ (35,332 ) $ (53,144 ) $ (137,125 ) Adjustment to redemption value on Convertible — — (282,587 ) (729,139 ) Net loss attributed to common stockholders $ (132,684 ) $ (35,332 ) $ (335,731 ) $ (866,264 ) Basic weighted average common shares outstanding 208,569,794 55,539,188 18,131,574 46,783,559 Dilutive weighted average common shares 208,569,794 55,539,188 18,131,574 46,783,559 Loss per share attributable to common stockholders: Basic and Diluted loss per share $ (0.64 ) $ (0.64 ) $ (18.52 ) $ (18.52 ) There were no preferred dividends declared or accumulated as of June 30, 2021. The following securities were not included in the computation of diluted shares outstanding because the effect would be anti-dilutive: As of June 30, 2022 2021 Class A Class B Class A Class B Stock options 8,166,274 — 5,993,412 — RSUs 15,558,491 — — — Convertible Preferred Stock — — — — Warrants — — 15,813,829 — Total 23,724,765 — 21,807,241 — | Note 16 — Loss per Share Founders Convertible Preferred Stock, Convertible Preferred Stock, and unvested Restricted Stock Awards (“RSA’s”) are participating securities in periods of income, as the Founders Convertible Preferred Stock, Convertible Preferred Stock, and unvested RSAs participate in undistributed earnings on an as-if-converted as-vested The Company computes earnings per share of Common Stock using the two-class two-class The following tables set forth the computation of basic and diluted loss for the year ended December 31, 2021, 2020 and 2019: For The Year Ended December 31, 2021 2020 2019 (in thousands, except share and per Class A Class B Class A Class B Class A Class B Net loss attributed to common stockholders $ (175,951 ) $ (81,831 ) $ (8,120 ) $ (60,174 ) $ (5,989 ) $ (47,190 ) Adjustment to redemption value on Convertible Preferred Stock (690,559 ) (321,167 ) — — — — Net loss attributed to common stockholders $ (866,510 ) $ (402,998 ) $ (8,120 ) $ (60,174 ) $ (5,989 ) $ (47,190 ) Basic weighted average common shares outstanding 110,837,016 51,548,314 6,585,392 48,801,526 5,374,543 42,349,994 Dilutive weighted average common shares outstanding 110,837,016 51,548,314 6,585,392 48,801,526 5,374,543 42,349,994 Loss per share attributable to common stockholders: Basic and Diluted loss per share $ (7.82 ) $ (7.82 ) $ (1.23 ) $ (1.23 ) $ (1.11 ) $ (1.11 ) There were no preferred dividends declared or accumulated as of December 31, 2021, 2020 and 2019. The following securities were not included in the computation of diluted shares outstanding because the effect would be anti-dilutive As of December 31, 2021 2020 2019 Class A Class B Class A Class B Class A Class B Stock options 7,310,199 — 8,546,017 — 5,821,379 — RSUs 10,678,818 — — — — — Convertible Preferred Stock — — 103,070,786 — 103,070,786 — Warrants — — 480,520 — 480,520 — RSAs — — — — 62,345 1,928,500 Total 17,989,017 — 112,097,323 — 109,435,030 1,928,500 For the Convertible Notes, before settlement, for purposes of diluted earnings (loss) per share, the Company applies the if-converted |
Related Party Transactions
Related Party Transactions | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Related Party Transactions [Abstract] | ||
Related Party Transactions | Note 16 — Related Party Transactions Cue Health, Inc. In August 2021, the Company entered into a six-month COVID-19 arrangement, the Company receives a twenty percent ( ( 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. | Note 17 — Related Party Transactions 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 our director when the promissory convertible notes were issued, is a principal of A/NPC Holdings LLC and Scott Stanford, who serves as our 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 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 7 — Long-Term Debt for mechanism of settlement. On November 9, 2021, the Company granted 33,000 restricted stock units (the “RSUs”) to the spouse of its chairman, chief executive officer and founder, Chris Kemp (“Ms. Kemp”) as compensation for investor relations and marketing services Ms. Kemp provided to the Company as a consultant. The RSUs vest in one installment on November 15, 2021. The value of the RSUs was $0.3 million, which is based on the closing per share price of the Company’s Class A common stock on November 9, 2021. The Company recorded stock-based compensation expense of $0.3 million for the year ended December 31, 2021. Ms. Kemp’s consulting agreement was ratified, and the grant of RSUs was approved, under the Company’s related party transaction policy. |
Subsequent Events
Subsequent Events | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Subsequent Events [Abstract] | ||
Subsequent Events | Note 17 — Subsequent Events On July 8, 2022, the plaintiffs voluntarily dismissed their stockholder derivative suit 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 re-file On July 28 , 2022 , the Company entered into a lease agreement for approximately 60,000 square feet of manufacturing facility in Sunnyvale, California having a lease term of 36 months with an option to extend for a period of additional 36 months. The undiscounted base rent payments for the first year of this lease is approximately $1.8 million with a 4% increase in base rent for each subsequent year. In addition to base rent, the Company will be responsible for the management fee of 5% of the base rent. In lieu of a cash security deposit, the Company is required to provide the landlord an irrevocable letter of credit in the amount of $0.3 million. This new lease facility will enable expansion of space product production and development capacity, thermal testing capacity, as well as providing production and engineering space for future space services business. On August 2 , 2022 , the Company entered into a Common Stock Purchase Agreement (the “Purchase Agreement”) and a Registration Rights Agreement (the “Registration Rights Agreement”) with B. Riley Principal Capital II, LLC (“B. Riley Principal Capital”). Pursuant to the Purchase Agreement, the Company will have the right to sell to B. Riley Principal Capital 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 limitatio 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 The Purchase Agreement prohibits the Company from issuing or selling any shares of Class A Common Stock to B. Riley Principal Capital under the Purchase Agreement which, when aggregated with all other shares of Class A Common Stock then beneficially owned by B. Riley Principal Capital and its affiliates would result in B. Riley Principal Capital beneficially owning more than 4.99% of the outstanding shares of Class A Common Stock. | Note 18 — Subsequent Events Since December 31, 2021, three legal proceedings have been filed in which the Company is named as a defendant or a nominal defendant: 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 The complaint alleges that we and certain of our current and former officers violated provisions of the Securities Exchange Act of 1934 with respect to certain statements concerning our capabilities and business prospects. The complaint seeks unspecified damages on behalf of a purported class of purchasers of our 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 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 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 million. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Basis of Presentation | 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 six months ended June 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. | Basis of Presentation The Company’s consolidated financial statements 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 consolidated financial statements, in the opinion of management, reflect all adjustments, consisting only of normal recurring adjustments, necessary to present fairly our financial position, our results of operations, cash flows and stockholders’ equity (deficit) for the periods presented. The results are not necessarily indicative of the results of operations to be anticipated for any future annual or interim period. On July 1, 2021, we, through our wholly owned indirect subsidiary, merged with Apollo Fusion, Inc. (“Apollo”). The fair value of the consideration paid as of July 1, 2021, was $70.8 million, net of cash acquired (the “Apollo Merger”). The Apollo Merger was accounted for under FASB’s ASC Topic 805, Business Combination (“ASC 805”). Apollo designs, tests, manufactures and operates propulsion modules to enable satellites to orbit in space. The results of operations of Apollo are included in the consolidated financial statements commencing as of July 1, 2021, or the Apollo Acquisition Date. See Note 3 — Acquisitions for additional information. On June 30, 2021, the Business Combination pursuant to the BCA, by and among Holicity, Merger Sub, and pre-combination pre-combination • the equity holders of pre-combination • the board of directors of pre-combination • the senior management of pre-combination • the operations of pre-combination In connection with the Business Combination, outstanding common stock and preferred convertible stock of the pre-combination Pre-combination pre-combination |
Principles of Consolidation | Principles of Consolidation and Liquidity The consolidated financial statements include the accounts for the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. The Company has historically funded its operations primarily by equity financings and convertible promissory notes prior to the Business Combination and subsequently funded its operations through cash proceeds obtained as part of the Business Combination and related private placement. As of December 31, 2021, the Company’s existing sources of liquidity included cash and cash equivalents of $325 million. The Company has a limited history of operations and has incurred negative cash flows from operating activities and loss from operations in the past as reflected in the accumulated deficit of $1,408.4 million as of December 31, 2021. The Company expects to continue to incur operating losses due to the investments it intends to make in its business, including the development of products. The Company has adequate cash balances that will be sufficient to fund operating and capital expenditure requirements through at least 12 months from the date of issuance of these financial statements. | |
Segment Reporting | 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. All of the Company’s assets are maintained in the United States. The Company has determined that it operates in one operating segment and one reportable segment, as the CODM reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources and evaluating financial performance. | |
Risks and Uncertainties | 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. | Risks and Uncertainties The Company is subject to those risks common in the aerospace and technology industry and also those risks common to early stage companies including, but not limited to, the possibility of not being able to successfully develop or market its products or services, competition, dependence on key personnel and key external alliances, the successful protection of its proprietary technologies, compliance with government regulations, and the possibility of not being able to obtain additional financing when needed. On March 11, 2020, the World Health Organization declared the novel strain of coronavirus (“COVID-19”) COVID-19 as well as broad-based changes in supply and demand. Many of the Company’s customers worldwide were impacted by COVID-19 COVID-19 COVID-19 COVID-19, COVID-19 |
Use of Estimates | 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 intangible assets, inventory valuation, stock-based compensation, pre-combination Astra common stock, useful lives of intangible assets and fixed assets, 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. 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. | Use of Estimates The preparation of the 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 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 intangible assets, inventory valuation, stock-based compensation, common stock, derivatives and warrants, useful lives of intangible assets and fixed assets, deferred tax assets, income tax uncertainties, contingent consideration and other contingencies. |
Cash and Cash Equivalents | Cash and Cash Equivalents We consider all highly liquid investment securities with original maturities of three months or less at the date of purchase to be cash equivalents. Cash and cash equivalents consists of cash deposited with banks and a money market account. We determine the appropriate classification of our cash and cash equivalents at the time of purchase. | |
Trade Accounts Receivable | Trade Accounts Receivable Trade accounts receivable are recognized at the invoiced amount that represents an unconditional right to consideration under the contract with customers, less an allowance for any potential expected uncollectible amounts, and do not bear interest. The allowance for doubtful accounts is determined by estimating the expected credit losses based on historical experience, current economic conditions and certain forward-looking information, among other factors. Uncollectible accounts are written off when deemed uncollectible. No allowances for expected credit losses were recorded as of December 31, 2021 and 2020 and no accounts were written off during the years ended December 31, 2021, 2020 and 2019. | |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consists of cash and cash equivalents and accounts receivable. The Company maintains cash and cash equivalent balances in bank accounts with one bank. All cash accounts are located in the United States and insured by the Federal Deposit Insurance Corporation (“FDIC”). Our accounts receivable are derived from revenue earned from customers or invoice billed to customer that represent unconditional right to consideration located within the U.S. We mitigate collection risks from our customers by performing regular credit evaluations of our customers’ financial conditions. The Company believes there is no exposure to any significant credit risks related to its cash and cash equivalents or accounts receivable and has not experienced any losses in such accounts. | |
Inventories | Inventories Inventories consist of materials expected to be used for customer-specific contracts. Costs include direct material, direct labor, applicable manufacturing and engineering overhead, and other direct costs. Inventories are stated at the lower of cost or net realizable value determined by the first-in, first-out | |
Property, Plant And Equipment | Property, Plant and Equipment Property, plant and equipment is measured at cost less any impairment losses and represents those assets with estimated useful lives exceeding one year. Repairs and maintenance are expensed as incurred. Costs for research and development equipment include amounts related to design, construction, launch and commissioning. Costs for production equipment include amounts related to construction and testing. Interest expense is capitalized on certain qualifying assets that take a substantial period of time to prepare for their intended use. Capitalized interest is not material for the years ended December 31, 2021 and 2020. When the costs of certain components of an item of property, plant and equipment are significant in relation to the total cost of the item and the components have different useful lives, they are accounted for and depreciated separately. Depreciation expense is recognized as an expense on a straight-line basis over the estimated useful life of the related asset to its residual value. The estimated useful lives are as follows: Asset Class Estimated useful life Leasehold improvements Lesser of lease term or useful life Research and development equipment 5 years Production equipment 10 years Furniture and fixtures 5 years Computer and software 3 years | |
Business Combinations | 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 financial statements have been prepared on a going concern basis. The Company has historically funded its operations primarily by equity financings and convertible promissory notes prior to the Business Combination and subsequently funded its operations through cash proceeds obtained as part of the Business Combination and related private placement. As of June 30, 2022, the Company’s existing sources of liquidity included cash and cash equivalents of $104.3 million and marketable securities of $96.4 million. The Company has a limited history of operations and has incurred negative cash flows from operating activities and loss from operations in the past as reflected in the accumulated deficit of $1,576.4 million as of June 30, 2022. The Company expects to continue to incur operating losses due to the investments it intends to make in its business, including the development of its products and services. The Company remains focused on managing its cash expenditures, including but not limited to, reducing its capital expenditures, consulting services and re-focusing its hiring efforts. In addition, the Company continues to evaluate opportunities to strengthen the Company’s financial position, including through the issuance of additional equity securities or by entering into new financing arrangements, as appropriate. As an example, on August 2, 2022, the Company entered into a Common Stock Purchase Agreement with B. Riley Principal Capital II , | Business Combinations We account for business combinations under the acquisition method of accounting, which requires us to recognize separately from goodwill the assets acquired and the liabilities assumed at their acquisition date fair values. While we use our best estimates and assumptions to accurately value assets acquired and liabilities assumed at the acquisition date as well as contingent consideration, where applicable, our estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, we record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recognized in our consolidated statements of operations. Accounting for business combinations requires our management to make significant estimates and assumptions, especially at the acquisition date including our estimates for intangible assets, contractual obligations assumed, pre-acquisition reasonable and appropriate, they are based, in part, on historical experience and information obtained from the management of the acquired company and are inherently uncertain. Critical estimates in valuing certain acquired intangible assets under the income approach include growth in future expected cash flows from product sales, revenue growth rate, technology royalty rate, expected life of the technology acquired, customer retention rate and discount rates. Unanticipated events and circumstances may occur that may affect the accuracy or validity of such assumptions, estimates or actual results. |
Goodwill | Goodwill Goodwill represents the excess of purchase price and related costs over the value assigned to the net tangible and identifiable intangible assets of businesses acquired. Goodwill is not amortized but is reviewed annually on October 1 (or more frequently if impairment indicators arise) for impairment. To review for impairment, we first assess qualitative factors to determine whether events or circumstances lead to a determination that it is more likely than not that the fair value of our reporting unit is less than its carrying amount. Our qualitative assessment of the recoverability of goodwill, whether performed annually or based on specific events or circumstances, considers various macroeconomic, industry-specific and company-specific factors. Those factors include: (i) severe adverse industry or economic trends; (ii) significant company-specific actions; (iii) current, historical or projected deterioration of our financial performance; or (iv) a sustained decrease in our market capitalization below our net book value. After assessing the totality of events and circumstances, if we determine that it is not more likely than not that the fair value of our reporting unit is less than its carrying amount, no further assessment is performed. If we determine that it is more likely than not that the fair value of our reporting units is less than its carrying amount, we calculate the fair value of that reporting unit and compare the fair value to the reporting unit’s net book value. If the fair value of the reporting unit is greater than its net book value, there is no impairment. Otherwise, we record a goodwill impairment charge for the amount by which the carrying value of the reporting unit exceeds its fair value up to the amount of the goodwill. Determining the fair value of a reporting unit involves the use of significant estimates and assumptions. | |
Long-lived Assets | Long-lived Assets Purchased finite-lived intangible assets are carried at cost less accumulated amortization. Amortization is recognized over the useful life on a straight-line method. Purchased indefinite-lived intangible asset are capitalized at fair value and assessed for impairment thereafter. Long-lived assets are reviewed for impairment annually on October 1 or whenever factors or changes in circumstances indicate that the carrying amounts of long-lived assets, including purchased intangible assets and property, plant and equipment, may not be recoverable. Factors we consider important which could trigger an impairment review include (i) significant under-performance relative to historical or projected future operating results, (ii) significant changes in the manner of our use of the acquired assets or the strategy for our overall business, and (iii) significant negative industry or economic trends. An impairment loss must be measured if the sum of the expected future cash flows (undiscounted and before interest) from the use and eventual disposition of the asset (or asset group) is less than the net book value of the asset (or asset group). The amount of the impairment loss will generally be measured as the difference between the net book value of the asset (or asset group) and the estimated fair value. | |
Leases | Leases On January 1, 2021, the Company adopted ASU 2016-02, Leases (Topic 842) Upon adoption of ASC 842, the Company determines whether a contract is or contains a lease at contract inception by evaluating whether substitution rights exist and whether the Company obtains substantially all of the benefits and directs the use of the identified asset. When the Company determined a lease exists, the Company records a right-of-use The Company does not record lease contracts with a lease term of 12 months or less on its Consolidated Balance Sheets. Fixed lease costs associated with these short-term contracts are expensed on a straight-line basis over the lease term. The Company does not record lease contracts acquired in a business combination with a remaining lease term of 12 months or less on its Consolidated Balance Sheets. Fixed lease costs associated with these short-term contracts are expensed on a straight-line basis over the lease term. The Company recognizes lease expense for operating leases on a straight-line basis over the lease term. For finance leases, the Company recognizes amortization expense on the ROU asset and interest expense on the lease liability over the lease term. The Company has lease agreements with non-lease non-lease Some leasing arrangements require variable payments that are dependent on usage, output, or may vary for other reasons, such as insurance and tax payments. These variable lease costs are recognized as incurred over the lease term. The Company does not include significant restrictions or covenants in lease agreements, and residual value guarantees are generally not included within the Company’s leases. See Note 10 — Leases. | |
Fair Value Measurements | Fair Value Measurements The carrying amounts of cash, trade 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 carrying amounts of the 2018 Term Loans and 2018 Equipment Advances (as defined in Note 7 — Long-Term Debt) approximate fair value as the interest rate varies with the Prime Rate. According to ASC 820, Fair Value Measurements and Disclosures, fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date. The fair value hierarchy establishes three tiers, which prioritize the inputs used in measuring fair value as follows: Level 1 Level 2 Level 3 Entities are permitted to choose to measure certain financial instruments and other items at fair value. The Company has not elected the fair value measurement option for any of the assets or liabilities that meet the criteria for this election. | |
Derivative Instruments | Derivative Instruments The Company recognizes all derivative instruments as either assets or liabilities in the Consolidated Balance Sheets at their respective fair values. The Company evaluates its debt and equity issuances to determine if those contracts or embedded components of those contracts qualify as derivatives requiring separate recognition in the Company’s consolidated financial statements. The result of this accounting treatment is that the fair value of the embedded derivative is revalued as of each reporting date and recorded as a liability, and the change in fair value during the reporting period is recorded in other income, net in the Consolidated Statements of Operations. The classification of derivative instruments, including whether such instruments should be recorded as assets/liabilities or as equity, is reassessed at the end of each reporting period. Derivative instrument assets and liabilities are classified in the Consolidated Balance Sheets as current or non-current net-cash The Company did not have a derivative liability related to the share settlement obligation of the Company’s convertible notes as of December 31, 2021 and 2020. See Note 7 — Long-Term Debt. | |
Accrued Expenses and Other Current Liabilities | Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities are recognized when events or circumstances have occurred, and amounts are probable and estimable. The Company’s accrued expenses and other current liabilities balances relate to accruals that are recurring in nature to the company’s operations and primarily include accrual of routine operational related expenses, accrued payroll, other employee related liabilities, accrued interest related to debt, contract liabilities and other accrued liabilities. The Company also recognizes legal accruals in accrued expenses and other current liabilities for material litigation when payments are probable and estimable in accordance with ASC 450, Contingencies. | |
Warrant Liabilities | Warrant Liabilities The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in non-cash | |
Convertible Preferred Stock | Convertible Preferred Stock Series A, B and C convertible preferred stock (“Convertible Preferred Stock”) are classified in temporary equity as they contain terms that could require the Company to redeem them for cash at the option of the holder or the occurrence of other events not solely within the Company’s control. The shares of Series A, B and C Convertible Preferred Stock were converted into Class A common stock upon consummation of the Business Combination. | |
Revenue Recognition | Revenue Recognition In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers Topic 606 2014-09”). 2014-09, Under ASC 606, the Company will recognize 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 and anticipated offerings, the Company expects to generate revenue by providing the following services: Launch Services Space Products in-space Space Services As of December 31, 2021, the Company has only entered into contracts for launch services and space products. As of December 31, 2021, the Company is in early stages of developing our space services offerings which includes communication service and constellation services. 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 substant ive. The Company applies judgment in determining whether the termination penalties are substantive. No revenue has been recognized for the years ended December 31, 2021 and 2020. Revenue for launch services and space products is expected to be recognized at a point in time when the Company has delivered the promised services or products to customers. Although the Company’s contracts are anticipated to last anywhere from six to 24 months, depending on the number of launch services or units of products ordered, the delivery of services leading up to the launch within the contracts is short-term in nature, generally between 30 to 60 days. The timing of revenue recognition may differ from contract billing or payment schedules, resulting in revenues that have been earned but not billed (“unbilled revenue”) or amounts that have been collected, but not earned (“contract liabilities”). Typical Contractual Arrangements The Company expects to provide its services based upon a combination of a Statement of Work (“SOW”) and an executed contract detailing the general terms and conditions. Services are expected to be provided based on a fixed price per launch service or units of space products as identified in the contract. Performance Obligations and Transaction Price At contract inception, an assessment of the goods and services promised in the contracts with customers is performed and a performance obligation is identified for each distinct promise to transfer to the customer a good or service (or bundle of goods or services). To identify the performance obligations, the Company considers all the goods or services promised in the contract regardless of whether they are explicitly stated or are implied by customary business practices. A contract for launch services generally requires the Company to provide an integrated service for each launch, which includes launch vehicle analysis and design, development and production, payload integration, launch preparation and launch support execution. The intention of the contract is to provide a full-service launch to the customer rather than providing separate deliverables of each of the services outlined above, and these services are interdependent and interrelated. The Company believes that each dedicated launch will represent one single performance obligation. A contract for space products generally requires the Company to provide integrated propulsion systems, which includes analysis and design, development and production. The intention of the contract is to provide a fully functional propulsion system to the customer and all the activities are interdependent and interrelated. The Company believes that the delivery of the propulsion system will represent one single performance obligation. The transaction price is defined as the amount of consideration in a contract to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer, which is a fixed price stated in the contract. When a contract involves multiple launches or units, the Company will account for each launch or unit as a separate performance obligation, because the customer can benefit from each launch or unit on its own or with other readily available resources and the launch or unit is separately identifiable. The transaction price will be allocated to each performance obligation on an estimated relative standalone selling price basis. The Company’s process to estimate standalone selling prices will involve management’s judgment and will consider multiple factors such as prices charged for similar goods and services and the Company’s ongoing pricing strategy and policies. Recognition of Revenue The work performed by the Company in fulfilling the performance obligation 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 its delivered to the customer. The Company expects to recognize revenue upon completion of the performance obligations under its launch services and space products agreements. Contracts related to research and development activities are recognized as other income. See Other Income, net Contract balances. Remaining performance obligations Costs to obtain a contract. For contract costs related to performance obligations with an amortization period of one year or less, the Company applies the practical expedient to expense these sales commissions when incurred. These costs are recognized as incurred within sales and marketing expenses on the accompanying Consolidated Statements of Operations. Significant financing component. For the year ended December 31, 2021 and 2020, the Company has not recognized any revenues with respect to the Company’s launch services business of delivering payloads into low-earth | |
Other Income, net | Other Income, net Other income, net, primarily consists of changes in fair value of mark to market derivative liabilities of convertible notes, public and private placement of warrants and contingent consideration, funding received from governmental entities, and one-time non-recurring charges that are outside of the Company’s operations. The Company recognizes all derivative instruments, warrant liabilities and contingent consideration in the Consolidated Balance Sheets at their respective fair value at each reporting date, with measurement adjustments recorded in other income, net within the Company’s Consolidated Statements of Operations. See Note 5 — Supplemental Financial Information. | |
Loss on Extinguishment of Convertible Notes | Loss on Extinguishment of Convertible Notes The Company recognized a total loss on extinguishment of convertible notes of $133.8 million for the year ended December 31, 2021. No loss was recognized for the extinguishment of convertible notes for the year ended December 30, 2020 and 2019. On January 28, 2021, the Company settled all convertible notes outstanding as of December 31, 2020 through its Series C financing. Given that certain convertible notes were settled based on negotiated terms between the Company and the note holders, the Company concluded that such settlement should be treated as a privately negotiated debt settlement transaction where debt extinguishment accounting should be applied. Therefore, the Company recognized the loss on extinguishment of convertible notes, which represents the difference between the net carrying amount of the convertible notes at the time of extinguishment and the fair value of Series C convertible preferred stock issued to settle these convertible notes. See Note 7 — Long-Term Debt. | |
Research and Development | Research and Development The Company incurs various direct costs in relation to the research and development of launch vehicles along with costs to build the facility to test such vehicles and spacecraft. Research and development costs consist primarily of production supplies, testing materials, personnel costs (including salaries and benefits), depreciation expense, overhead allocation (consisting of various support and facility costs), stock-based compensation and consulting fees. Research and development costs are expensed as incurred. For the years ended December 31, 2021, 2020 and 2019, the Company expensed research and development costs of $80.4 million, $27.5 million and $40.1 million, respectively. | |
Stock-Based Compensation | Stock-Based Compensation The Company recognizes compensation expense for time-based restricted stock units (“RSUs”) over the requisite service period based on the fair value of RSUs on the date of grant. The fair value of RSUs is the closing market price of Astra common stock on the date of grant. We recognize compensation expense for time-based stock options and employee stock purchase plan, based on the estimated grant-date fair value determined using the Black-Scholes valuation model over the requisite service period. Certain stock options include service, market and performance conditions (“performance-based stock options” or “PSO”). The fair value of performance-based stock options is estimated on the date of grant using the Monte Carlo simulation model. Certain RSUs also include service and performance conditions (‘performance-based units” or “PSU”). The fair value of performance-based units is the closing market price of Astra common stock on the date of grant. Awards that include performance conditions are assessed at the end of each reporting period whether those performance conditions are met or probable of being met and involves significant judgement. For performance-based stock options, stock-based compensation expense associated with each tranche is recognized over the longer of (i) the expected achievement period for the operational milestone for such tranche and (ii) the expected achievement period for the related share price milestone determined on the grant date, beginning at the point in time when the relevant operational milestone is considered probable of being achieved. If such operational milestone becomes probable any time after the grant date, we will recognize a cumulative catch-up The Company does not apply an expected forfeiture rate and accounts for forfeitures as they occur. See Note 15 — Stock-based Compensation. | |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, Income Taxes (“ASC 740”). Deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between consolidated financial statement carrying amounts and the tax basis of assets and liabilities and net operating loss and tax credit carryforwards. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. The Company determines whether it is more likely than not that a tax position will be sustained upon examination. If it is not more likely than not that a position will be sustained, no amount of benefit attributable to the position is recognized. The tax benefit to be recognized of any tax position that meets the more likely than not recognition threshold is calculated as the largest amount that is more than 50% likely of being realized upon resolution of the contingency. It is the Company’s policy to include interest and penalties related to unrecognized tax benefits as a component of income tax expense. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. See Note 9 — Income Taxes. | |
Earnings (Loss) per Share | Earnings (Loss) per Share Net loss per share is calculated using the two-class pro-rata, pro-rata, if-converted two-class | |
Commitments and Contingencies | Commitments and Contingencies The Company accrues for claims and litigation when they are both probable and the amount can be reasonably estimated. Where timing and amounts cannot be reasonably determined, a range is estimated, and the lower end of the range is recorded. Legal costs incurred in connection with loss contingencies are expensed as incurred. See Note 12 — Commitments and Contingencies. |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Estimated Useful Life of Property and Equipment | The estimated useful lives are as follows: Asset Class Estimated useful life Leasehold improvements Lesser of lease term or useful life Research and development equipment 5 years Production equipment 10 years Furniture and fixtures 5 years Computer and software 3 years |
Revenues (Tables)
Revenues (Tables) | 6 Months Ended |
Jun. 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 Six Months Ended 2022 2021 2022 2021 Launch services $ 1,988 $ — $ 5,899 $ — Space products 694 — 694 — Total revenues $ 2,682 $ — $ 6,593 $ — |
Acquisitions (Tables)
Acquisitions (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
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 (in thousands) Weighted-Average Amortization Periods (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 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 | 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 140,601,884 Total shares of Class A common stock immediately after Business Combination 198,090,903 |
Apollo Fusion Inc [Member] | ||
Business Acquisition [Line Items] | ||
Schedule of acquisition-date fair value of the consideration transferred | The acquisition-date fair value of the consideration transferred totaled $70.8 million, net of cash acquired, which consisted of the following: Purchase Consideration (in thousands) As Reported Measurement Period As Cash paid for outstanding Apollo common stock and options $ 19,926 $ — $ 19,926 Fair value of Astra Class A common stock issued 33,008 — 33,008 Fair value of contingent consideration 23,000 (4,600 ) 18,400 Total purchase consideration 75,934 (4,600 ) 71,334 Less: cash acquired 566 — 566 Total purchase consideration, net of cash acquired $ 75,368 $ (4,600 ) $ 70,768 | |
Schedule of preliminary allocation of the total purchase price | (in thousands) As Reported Adoption of ASU 2021-08 Measurement As Adjusted Inventory $ 131 $ — $ — $ 131 Prepaid and other current assets 796 — — 796 Property, plant and equipment 996 — — 996 Right of use assets 163 — — 163 Goodwill 58,893 2,308 (2,950 ) 58,251 Intangible assets 17,000 — (1,650 ) 15,350 Other non-current 75 — — 75 Total assets acquired 78,054 2,308 (4,600 ) 75,762 Accounts payable (950 ) — — (950 ) Accrued expenses and other current liabilities (836 ) (1,103 ) — (1,939 ) Operating lease obligation (163 ) — — (163 ) Other non-current (737 ) (1,205 ) — (1,942 ) Total liabilities assumed (2,686 ) (2,308 ) — (4,994 ) Fair value of net assets acquired $ 75,368 $ — $ (4,600 ) $ 70,768 | |
Schedule of Intangible Assets Fair Value and Amortization Periods | Intangible Assets Fair Value Weighted-Average (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 or of the results of our future operations of the combined business. For The Year Ended December 31, (in thousands) 2021 2020 Pro forma net revenue $ 400 $ 322 Pro forma net loss and net loss attributable to common stockholders $ (255,268 ) $ (86,655 ) |
Supplemental Financial Inform_2
Supplemental Financial Information (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Supplemental Financial Information Abstract | ||
Inventory | Inventories in thousands As of June 30, 2022 As of December 31, 2021 Raw materials $ — $ 5,775 Work in progress 3,155 941 Finished goods — 959 Inventories $ 3,155 $ 7,675 | Inventories As Of December 31, in thousands 2021 2020 Raw materials $ 5,775 $ 649 Work in progress 941 — Finished goods 959 — Inventories $ 7,675 $ 649 |
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 June 30, 2022 As of December 31, 2021 Construction in progress $ 6,809 $ 39,246 Computer and software 6,539 3,092 Leasehold improvements 56,444 14,177 Research equipment 11,731 8,935 Production equipment 21,708 10,442 Furniture and fixtures 1,573 1,001 Total property, plant and equipment 104,804 76,893 Less: accumulated depreciation (16,581 ) (10,577 ) Property, plant and equipment, net $ 88,223 $ 66,316 Depreciation expense amounted to $4.0 million and $1.0 million for the three months ended June 30, 2022 and 2021, respectively. Depreciation expense amounted to $6.0 million and $1.9 million for the six months ended June 30, 2022 and 2021, respectively. No impairment charges were recorded for the three and six months ended June 30, 2022 and 2021. | Property, Plant and Equipment, net Presented in the table below are the major classes of property, plant and equipment: As Of December 31, in thousands 2021 2020 Construction in progress $ 39,246 $ — Computer and software 3,092 1,440 Leasehold improvements 14,177 13,873 Research and development equipment 8,935 4,903 Production equipment 10,442 8,174 Furniture and fixtures 1,001 466 Kodiak Spaceport — 2,079 Total property, plant and equipment 76,893 30,935 Less: accumulated depreciation (10,577 ) (6,866 ) Property, plant and equipment, net $ 66,316 $ 24,069 Construction is progress relates mainly to the ongoing development of our manufacturing facility located in Alameda, California. |
Accrued Expenses and Other Current Liabilities | Accrued Expenses and Other Current Liabilities in thousands As of As of Employee compensation and benefits $ 9,102 $ 9,927 Contract liabilities, current portion 6,196 10,162 Fair value of contingent consideration, current portion 19,800 — Construction in progress related accruals 577 3,726 Accrued expenses 6,745 3,464 Other (miscellaneous) 2,762 2,620 Accrued expenses and other current liabilities $ 45,182 $ 29,899 | Accrued Expenses and Other Current Liabilities As Of December 31, in thousands 2021 2020 Employee compensation and benefits $ 9,927 $ 484 Contract liabilities 10,162 — Construction in progress related accruals 3,726 — Accrued expenses 3,464 2,751 Other (miscellaneous) 2,620 1,155 Accrued expenses and other current liabilities $ 29,899 $ 4,390 |
Other Non-Current Liabilities | Other Non-Current Liabilities in thousands As of As of Fair value of contingent consideration, net of current portion $ 11,200 $ 13,700 Contract liabilities, net of current portion 6,541 149 Other (miscellaneous) 1,016 750 Other non-current liabilities $ 18,757 $ 14,599 | Other Non-Current As Of December 31, in thousands 2021 2020 Fair value of contingent consideration $ 13,700 $ — Contract liabilities 149 122 Other (miscellaneous) 750 1,563 Other non-current $ 14,599 $ 1,685 |
Other Income, net | Other Income, Net For The Year in thousands 2021 2020 2019 Gain on change in fair value of public and private placement of warrants $ 25,681 $ — $ — Gain on forgiveness of PPP note 4,850 — — Gain on change in fair value of contingent consideration 4,700 — — Gain (loss) on mark to market derivatives — 8,145 (464 ) Other (miscellaneous) 815 2,715 740 Other income, net $ 36,046 $ 10,860 $ 276 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Summary of the Goodwill | Goodwill in thousands Balance as of December 31, 2020 $ — Apollo Merger 58,251 Balance as of December 31, 2021 $ 58,251 | |
Summary of Other Intangible Assets | in thousands Carrying Accumulated Net Book As of June 30, 2022: Definite-lived intangible assets Developed technology $ 12,100 $ 2,017 $ 10,083 Customer contracts and related relationship 2,900 966 1,934 Order backlog 200 200 — Trade names 150 75 75 Intangible assets subject to amortization 15,350 3,258 12,092 Indefinite-lived intangible assets Trademarks 4,200 — 4,200 Total $ 19,550 $ 3,258 $ 16,292 in thousands Carrying Accumulated Net Book 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 | Intangible Assets in thousands Carrying Accumulated Net Book 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 June 30, 2022, the expected amortization expense for each of the next five years and thereafter is as follows: in thousands Expected 2022 (remainder) $ 1,529 2023 3,021 2024 2,500 2025 2,017 2026 2,017 Thereafter 1,008 Total intangible assets $ 12,092 | Based on the amount of intangible assets as of December 31, 2021, the expected amortization expense for each of the next five years and thereafter is as follows: in thousands Expected 2022 $ 3,158 2023 3,021 2024 2,500 2025 2,017 2026 2,017 Thereafter 1,008 Total intangible assets $ 13,721 |
Long-term Debt (Tables)
Long-term Debt (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Debt Obligations | The Company’s debt obligations consist of the following: As of December 31, 2021 December 31, 2020 in thousands Principal Unamortized Principal Unamortized Term loan $ — $ — $ 2,800 $ — Equipment advances — — 3,636 — Paycheck Protection Program note — — 4,850 — Convertible notes — — 59,835 12,200 Total debt — 71,121 Less: debt discount — (12,200 ) Less: current portion — (51,635 ) Total long-term debt book value, net $ — $ 7,286 |
Schedule of Issuances Under Term Loan and Equipment Advances | The issuances under the 2018 Term Loan and 2018 Equipment Advances are as follows: in thousands Principal Term Loan $ 3,000 Equipment Advances – January 31, 2019 Issuance 2,410 Equipment Advances – April 29, 2019 Issuance 2,428 Equipment Advances – June 27, 2019 Issuance 2,162 Total $ 10,000 |
Schedule of Changes in Fair Value of Embedded Derivatives | The following tables present changes in fair value of the embedded compound derivative (associated with the Company’s Convertible Notes) for the year ended December 30, 2021 and 2020: Embedded in thousands 2021 2020 Balance – December 31 $ — $ 4,698 Additions — 3,447 Measurement adjustments — (8,145 ) Balance – December 31 $ — $ — |
Schedule of Range of Inputs for Significant Assumptions Utilized to Determine Fair Value of Embedded Derivatives | The following table sets forth the range of inputs for the significant assumptions utilized to determine the fair value of embedded derivatives at each issuance: At Issuance June 2019 October 2019 Q4 2020 Preferred stock value $ 1.30 $ 1.30 $ 1.98 – 2.32 Risk free rates 1.8% – 2.0 % 0.9% – 1.8 % 0.1 % Risk-adjusted discount rate 15.0 % 15.0 % 15.0 % Additional discount factor 0.1% – 0.9 % 0.9% – 4.7 % 4.7 % Preferred volatility 15.3 % 15.3 % 20 % F-32 |
Summary of Calculation of Beneficial Conversion Feature | The following table summarizes the calculation of the BCFs as of the issuance dates of these Q4 2020 Convertible Notes, which continued to be presented in additional paid in capital as of December 31, 2020: As of Effective Fair Value of Number of (pre-combination) BCF in thousands October 29, 2020 $ 1.33 $ 2.32 1,125,281 $ 1,113 November 12, 2020 1.33 2.32 4,456,114 4,407 November 16, 2020 1.33 2.32 871,378 862 November 19, 2020 1.33 2.32 2,504,466 2,476 December 1, 2020 1.33 2.32 120,030 119 December 11, 2020 1.33 2.32 750,188 742 Total $ 9,719 |
Schedule of Issuances Under Convertible Notes | The issuances under the Convertible Notes are as follows: Maturity Date of June 10, in thousands Principal Interest Rate June 10, 2019 $ 12,950 2.37 % June 12, 2019 500 2.37 % June 13, 2019 400 2.37 % July 19, 2019 235 2.13 % July 25, 2019 750 2.13 % Total $ 14,835 Maturity Date of October in thousands Principal Interest Rate October 1, 2019 $ 14,000 1.69 % February 6, 2020 6,000 1.59 % February 12, 2020 5,000 1.59 % February 28, 2020 6,900 1.59 % October 29, 2020 1,500 1.85 % November 12, 2020 5,940 1.85 % November 16, 2020 1,162 1.85 % November 19, 2020 3,338 1.85 % December 1. 2020 160 1.85 % December 11, 2020 1,000 1.85 % Total $ 45,000 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Summary of loss Before Income Taxes | For financial reporting purposes, loss before income taxes includes the following components: As of December 31, in thousands 2021 2020 2019 Domestic $ (258,167 ) $ (68,293 ) $ (53,179 ) Foreign — — — Loss before income taxes $ (258,167 ) $ (68,293 ) $ (53,179 ) |
Reconciliation Between Statutory Tax Rate and Effective Tax Rate | Reconciliation between the effective tax rate on income from continuing operations and the statutory tax rate of 21% is as follows: December 31, 2021 2020 2019 U.S. federal provision at statutory rate 21.0 % 21.0 % 21.0 % Tax credits 1.1 1.0 2.2 Non-deductible (1.8 ) — — Stock-based compensation 0.1 — (0.1 ) Convertible notes (10.9 ) (1.6 ) — Fair value adjustment 2.5 2.5 — Change in valuation allowance (11.6 ) (22.8 ) (22.3 ) Other (0.3 ) (0.1 ) (0.8 ) Effective tax rate 0.1 % 0.0 % 0.0 % |
Schedule of Companies deferred income tax assets and liabilities | The Company’s deferred income tax assets and liabilities are as follows: As of December 31, in thousands 2021 2020 Deferred tax assets: Net operating loss carry forward $ 75,750 $ 45,768 Tax credits 10,005 4,403 Stock-based compensation 1,807 35 Operating lease liabilities 2,073 — Intangibles — 307 Accruals and reserves 4,350 362 Total deferred tax assets 93,985 50,875 Deferred tax liabilities: Fixed assets (709 ) (787 ) Right-of-use (2,119 ) — Intangible assets (2,534 ) — Total deferred tax liabilities (5,362 ) (787 ) Net deferred tax assets before valuation allowance 88,623 50,088 Valuation allowance (88,623 ) (50,088 ) Net deferred tax assets (liabilities) $ — $ — |
Schedule of Unrecognized Tax Benefits | The following is a tabular reconciliation of the total amounts of unrecognized tax benefits: Year Ended December 31 in thousands 2021 2020 2019 Unrecognized tax benefits as of the beginning of the year $ 4,842 $ 3,543 $ 1,569 Increases related to prior year tax provisions (acquisition) 487 — — Decrease related to prior year tax provisions (1,112 ) — — Increase related to current year tax provisions 897 1,299 1,974 Statute lapse — — — Unrecognized tax benefits as of the end of the year $ 5,114 $ 4,842 $ 3,543 |
Leases (Tables)
Leases (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Leases [Abstract] | ||
Components of Lease Costs | The components of lease costs for the year ended December 31, 2021 are as follows (in thousands): in thousands For the Year Ended Operating lease costs $ 1,669 Finance lease costs: Amortization of right-of-use — Interest on lease liabilities — Short-term lease costs 62 Variable lease costs — Sublease income — Total lease costs $ 1,731 | |
Schedule of Supplemental Cash Flow Information | Cash flows arising from lease transactions for the three and six months ended June 30, 2022 and 2021 were as follows (in thousands): For the Three Six Months Ended in thousands 2022 2021 2022 2021 Cash paid for amounts included in the measurements of lease liabilities — operating cash $ (482 ) $ (760 ) $ (942 ) $ (770 ) Right-of-use $ — $ — $ 251 $ — | Cash flows arising from lease transactions for the year ended December 31, 2021 were as follows (in thousands): For the Year Cash paid for amounts included in the measurements of lease liabilities: Operating cash inflows/(outflows) from operating leases $ (1,712 ) Operating cash inflows/(outflows) from finance leases — Financing cash inflows/(outflows) from finance leases — Supplemental non-cash right-of-use — Operating leases $ 5,243 Finance leases — |
Schedule of Future Minimum Lease Payments under Non-cancellable Lease Payments | Future minimum lease payments under non-cancellable leases in effect as of June 30, 2022 are as follows (in thousands): Operating 2022 (remainder) $ 930 2023 1,790 2024 1,677 2025 1,655 2026 1,642 Thereafter 2,840 Total future undiscounted minimum lease payments $ 10,534 Less: imputed Interest 2,030 Total reported lease liability $ 8,504 | Future minimum lease payments under non-cancellable Year Ended December 31, Operating Finance 2022 $ 1,761 $ — 2023 1,655 — 2024 1,655 — 2025 1,655 — 2026 1,642 Thereafter 2,840 — Total future undiscounted minimum lease payments $ 11,208 $ — Less: imputed Interest 2,324 — Total reported lease liability $ 8,884 $ — |
Summary of Minimum Lease Commitments | The following table summarizes our lease commitments as of December 31, 2020: Year Ended December 31, Minimum (in thousands) 2021 $ 712 2022 766 2023 763 2024 762 2025 762 Thereafter 1,708 Total $ 5,473 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
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 June 30, 2022 Description Level 1 Level 2 Level 3 Total Assets Cash equivalents: Money market account $ 3,417 $ — $ — $ 3,417 Marketable securities US Treasury securities 22,959 — — 22,959 Corporate debt securities — 21,967 — 21,967 Commercial paper — 40,912 — 40,912 Asset backed securities — 10,530 — 10,530 Total financial assets $ 26,376 $ 73,409 $ — $ 99,785 Liabilities: Contingent consideration $ — $ — $ 31,000 $ 31,000 Total financial liabilities $ — $ — $ 31,000 $ 31,000 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: | The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2021 (in thousands): 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 | in thousands Contingent Fair value as of December 31, 2021 $ 13,700 Loss on change in fair value of contingent consideration 17,300 Fair value as of June 30, 2022 $ 31,000 | |
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 Fair value as of January 1, 2021 $ — Recognition of contingent consideration liability upon acquisition 18,400 Gain on change in fair value included in other income, net 4,700 Fair value as of December 31, 2021 $ 13,700 | |
Summary of Range of Inputs To Determine The Fair Value of Contingent Consideration | As of June 30, 2022 As of December 31, 2021 Risk-free interest rate 2.62 % 0.56 % Expected revenue volatility 19.0 % 20.0 % Revenue discount rate 7.50 % 5.50 % Discount rate 4.80 % 3.25 % | The following table sets forth the range of inputs for the significant assumptions utilized to determine the fair value of contingent consideration: Contingent Risk-free interest rate 0.56 % Expected revenue volatility 20.0 % Revenue discount rate 5.50 % Discount rate 3.25 % |
Summary of amortized cost and fair value of available-for-sale securities by contractual maturity | There were no realized gains or losses on available-for-sale As of June 30, 2022 in thousands Amortized Cost Fair Value Due in 1 year or less $ 88,864 $ 88,666 Due in 1-2 $ 7,737 $ 7,702 | |
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 June 30, 2022 Fair Gross U.S. Treasury securities Less than 12 months $ 22,959 $ 47 Total $ 22,959 $ 47 Corporate debt securities Less than 12 months $ 21,967 $ 126 Total $ 21,967 $ 126 Commercial paper Less than 12 months $ 40,912 $ — Total $ 40,912 $ — Asset backed securities Less than 12 months $ 2,828 $ 25 Greater than 12 months 7,702 35 Total $ 10,530 $ 60 | |
Summary of Available-for-Sale Marketable Securities | The following is a summary of available-for-sale marketable securities as of June 30, 2022 (in thousands): As of June 30, 2022 Description Amortized Gross Fair U.S. Treasury securities $ 23,006 $ (47 ) $ 22,959 Corporate debt securities 22,093 (126 ) 21,967 Commercial paper 40,912 — 40,912 Asset backed securities 10,590 (60 ) 10,530 Total available-for-sale marketable securities $ 96,601 $ (233 ) $ 96,368 |
Convertible Preferred Stock (Ta
Convertible Preferred Stock (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Equity [Abstract] | ||
Schedule of Three Classes of Convertible Preferred Stock Before Combination | Series Shares Outstanding (pre-combination Astra) Liquidation Price Per Share Conversion Price Per Share Annual Noncumulative Dividend Rights Per Share 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 | The three classes of convertible preferred stock of pre-combination pre-combination Series Shares Outstanding (pre-combination 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) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
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 six months ended June 30, 2022 and 2021, respectively: For the Three Months For The Six Months in thousands 2022 2021 2022 2021 Cost of revenues $ 456 $ — $ 697 $ — Research and development 4,832 125 11,568 3,304 Sales and marketing 1,417 42 2,997 54 General and administrative 6,086 7,277 14,570 14,419 Stock-based compensation expense $ 12,791 $ 7,444 $ 29,832 $ 17,777 On November 22, 2021, under the 2021 Plan, the Company’s compensation committee issued PSUs to the employees of Apollo who joined Astra. P The number of PSUs vested will be 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. | The following table summarizes stock-based compensation expense that the Company recorded in the Consolidated Statements of Operations for the year ended December 31, 2021, 2020 and 2019: For The Year in thousands 2021 2020 2019 Research and development $ 12,930 $ 339 $ 190 Sales and marketing 220 — — General and administrative 26,593 31,863 624 Stock-based compensation expense $ 39,743 $ 32,202 $ 814 |
Summary of fair value of common stock | The following assumptions are utilized to determine the fair value of Class A common stock: Merger Remaining Time to event (in years) (1) 0.38 1.50 Scenario probability (2) 60 % 40 % Discount for lack of marketability (3) 10 % 25 % Market value per share (4) $ 6.62 $ 3.04 Grant-date fair value $ 5.96 $ 2.28 (1) The time to event represents the estimated length of time to a merger or liquidation event. (2) Scenario probability was estimated based on the Company’s merger or liquidation event assumptions on the valuation date. (3) Discount for lack of marketability related to the merger transaction scenario was utilized to account for industry-standard lock period of founders and existing employees. Benchmark study approach and securities-based approaches are utilized to estimate the discount for lack of marketability for the remaining private scenario. (4) The Company has assumed the cash purchase price for Series C preferred stock of $6.62 represents an arm’s length fair market value per share price of equity. The value of the remaining private scenario was determined based on back-solve analysis by reconciling to the Series C preferred stock purchase price. | |
Summary of Stock Option Activity | The following is a summary of stock option activity for the six months ended June 30, 2022: No. of Weighted- Weighted- Aggregate Outstanding — December 31, 2021 20,326,384 $ 7.52 9.4 $ 22,782,654 Granted 1,142,027 5.21 Exercised (231,491 ) 0.45 Forfeited (49,394 ) 1.69 Expired (5,067 ) 6.75 Outstanding — June 30, 2022 21,182,459 $ 7.48 8.94 $ 2,733,826 Unvested — June 30, 2022 18,525,741 $ 8.23 9.11 $ 1,037,708 Exercisable — June 30, 2022 2,656,718 $ 2.26 7.76 $ 1,696,117 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 six months ended June 30, 2022: Time Based 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. | The following is a summary of stock option activity for the year ended December 31, 2021: No. of Weighted- Weighted- Aggregate Outstanding — December 31, 2020 8,546,017 $ 0.85 8.6 $ 52,120,105 Granted 16,442,272 9.04 9.7 Exercised (3,883,523 ) 0.50 5.1 Forfeited (736,533 ) 1.08 — Expired (41,849 ) 0.52 — Outstanding — December 31, 2021 20,326,384 $ 7.52 9.4 $ 22,782,654 Unvested — December 31, 2021 18,524,426 8.17 9.5 11,701,061 Exercisable — December 31, 2021 1,801,958 0.78 7.8 11,081,593 Total intrinsic value of options exercised during the years ended December 31, 2021, 2020 and 2019 was approximately $35.6 million, $18.7 million and $0.1 million, respectively. The company uses the Black-Scholes option pricing-model to calculate the grant date fair value of time based options and Monte Carlo simulation model to calculate the grant date fair value of PSOs. The following table summarizes the assumptions used in estimating the fair value of options granted in the year ended December 31, 2021, 2020 and 2019: Time Based Options Performance 2021 2020 2019 2021 Expected terms (years) (1) 6.00 5.78 5.84 2.50 - Expected volatility (2) 68.8 % 47.4% 34.0% 68.9% Risk-free interest rate (3) 0.98 % 0.29% - 1.58% - 1.31% Expected dividend rate (4) — — — — Grant-date fair value $ 5.52 $1.12 $0.11 $4.66 (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. |
Summary of restricted stock units | The following is a summary of restricted stock units for the six months ended June 30, 2022: Number of Weighted-Average Outstanding — December 31, 2021 10,678,818 $ 9.20 Granted 7,859,084 3.38 Vested (1,570,858 ) 8.76 Forfeited (1,341,095 ) 8.62 Outstanding — June 30, 2022 15,625,949 $ 6.36 | The following is a summary of restricted stock units for the year ended December 31, 2021: Number of Weighted-Average Outstanding — December 31, 2020 — $ — Granted 11,421,216 9.20 Vested (585,623 ) 9.20 Forfeited (156,775 ) 9.08 Outstanding — December 31, 2021 10,678,818 $ 9.20 |
Loss per Share (Tables)
Loss per Share (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
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 June 30, 2022 and 2021, and the six months ended June 30, 2022 and 2021: For The Three Months Ended June 30, 2022 2021 (in thousands, except share and per share Class A Class B Class A Class B Net loss attributed to common stockholders $ (65,025 ) $ (17,278 ) $ (9,393 ) $ (21,904 ) Adjustment to redemption value on — — — — Net loss attributed to common stockholders $ (65,025 ) $ (17,278 ) $ (9,393 ) $ (21,904 ) Basic weighted average common shares 209,021,924 55,539,188 20,035,183 46,722,244 Dilutive weighted average common shares 209,021,924 55,539,188 20,035,183 46,722,244 Loss per share attributable to common Basic and Diluted loss per share $ (0.31 ) $ (0.31 ) $ (0.47 ) $ (0.47 ) For The Six Months Ended June 30, 2022 2021 (in thousands, except share and per share Class A Class B Class A Class B Net loss attributed to common stockholders $ (132,684 ) $ (35,332 ) $ (53,144 ) $ (137,125 ) Adjustment to redemption value on Convertible — — (282,587 ) (729,139 ) Net loss attributed to common stockholders $ (132,684 ) $ (35,332 ) $ (335,731 ) $ (866,264 ) Basic weighted average common shares outstanding 208,569,794 55,539,188 18,131,574 46,783,559 Dilutive weighted average common shares 208,569,794 55,539,188 18,131,574 46,783,559 Loss per share attributable to common stockholders: Basic and Diluted loss per share $ (0.64 ) $ (0.64 ) $ (18.52 ) $ (18.52 ) | For The Year Ended December 31, 2021 2020 2019 (in thousands, except share and per Class A Class B Class A Class B Class A Class B Net loss attributed to common stockholders $ (175,951 ) $ (81,831 ) $ (8,120 ) $ (60,174 ) $ (5,989 ) $ (47,190 ) Adjustment to redemption value on Convertible Preferred Stock (690,559 ) (321,167 ) — — — — Net loss attributed to common stockholders $ (866,510 ) $ (402,998 ) $ (8,120 ) $ (60,174 ) $ (5,989 ) $ (47,190 ) Basic weighted average common shares outstanding 110,837,016 51,548,314 6,585,392 48,801,526 5,374,543 42,349,994 Dilutive weighted average common shares outstanding 110,837,016 51,548,314 6,585,392 48,801,526 5,374,543 42,349,994 Loss per share attributable to common stockholders: Basic and Diluted loss per share $ (7.82 ) $ (7.82 ) $ (1.23 ) $ (1.23 ) $ (1.11 ) $ (1.11 ) |
Schedule of Antidilutive Shares | The following securities were not included in the computation of diluted shares outstanding because the effect would be anti-dilutive: As of June 30, 2022 2021 Class A Class B Class A Class B Stock options 8,166,274 — 5,993,412 — RSUs 15,558,491 — — — Convertible Preferred Stock — — — — Warrants — — 15,813,829 — Total 23,724,765 — 21,807,241 — | The following securities were not included in the computation of diluted shares outstanding because the effect would be anti-dilutive As of December 31, 2021 2020 2019 Class A Class B Class A Class B Class A Class B Stock options 7,310,199 — 8,546,017 — 5,821,379 — RSUs 10,678,818 — — — — — Convertible Preferred Stock — — 103,070,786 — 103,070,786 — Warrants — — 480,520 — 480,520 — RSAs — — — — 62,345 1,928,500 Total 17,989,017 — 112,097,323 — 109,435,030 1,928,500 |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies - Additional information (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||
Aug. 02, 2022 | Sep. 30, 2021 | Jul. 01, 2021 | Nov. 30, 2020 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Accounting Policy [Line Items] | |||||||||||
Cash and cash equivalents | $ 104,315,000 | $ 104,315,000 | $ 325,007,000 | $ 10,611,000 | |||||||
Accumulated deficit | (1,576,399,000) | (1,576,399,000) | (1,408,383,000) | (190,697,000) | |||||||
Provision for doubtful debts | 0 | 0 | |||||||||
Trade accounts receivable, written off | 0 | 0 | $ 0 | ||||||||
Contract asset | 0 | 0 | |||||||||
Contract liabilities | 12,700,000 | 12,700,000 | $ 10,400,000 | 0 | |||||||
Expected length of contract | 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. | ||||||||||
Other income, net | 0 | $ 0 | 400,000 | $ 0 | $ 1,500,000 | 2,700,000 | 300,000 | ||||
Unsatisfied performance obligations | 30,700,000 | 30,700,000 | 19,600,000 | 0 | |||||||
Expenses related to contract costs | 0 | 0 | |||||||||
Assets related to costs to obtain contracts | 0 | 0 | |||||||||
Loss on extinguishment of convertible notes | 0 | 0 | 0 | (131,908,000) | (131,908,000) | 0 | 0 | ||||
Research and development | 40,798,000 | 10,458,000 | 78,725,000 | 22,435,000 | $ 80,398,000 | $ 27,544,000 | $ 40,067,000 | ||||
Goodwill Impaired | If the fair value of the reporting unit is greater than its net book value, there is no impairment. Otherwise, we record a goodwill impairment charge for the amount by which the carrying value of the reporting unit exceeds its fair value up to the amount of the goodwill. | ||||||||||
Marketable securities | $ 96,400,000 | $ 96,400,000 | |||||||||
Newly issued shares, value | $ 406,869,000 | $ 406,869,000 | |||||||||
Common Class A [Member] | |||||||||||
Accounting Policy [Line Items] | |||||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Maximum [Member] | B Riley Principal Capital Ii Llc [Member] | Subsequent Event [Member] | Common Class A [Member] | |||||||||||
Accounting Policy [Line Items] | |||||||||||
Newly issued shares, value | $ 100,000,000 | ||||||||||
Number of shares, percentage | 19.99% | ||||||||||
Other Operating Income (Expense) [Member] | |||||||||||
Accounting Policy [Line Items] | |||||||||||
Accumulated deficit | $ (1,576,400,000) | $ (1,576,400,000) | $ 1,408,400,000 | $ 1,408,400,000 | |||||||
Apollo Fusion Inc [Member] | |||||||||||
Accounting Policy [Line Items] | |||||||||||
Total purchase consideration, net of cash acquired | $ 75,368,000 | $ 70,768,000 | |||||||||
October 2019 Convertible Notes [Member] | |||||||||||
Accounting Policy [Line Items] | |||||||||||
Loss on extinguishment of convertible notes | $ 600,000 | $ 133,800,000 | $ 133,800,000 | ||||||||
Exchange of Stock for Stock [Member] | |||||||||||
Accounting Policy [Line Items] | |||||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant Accounting Policies - Summary of Estimated Useful Life of Property and Equipment (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Leasehold Improvements [Member] | |
Estimated useful lives | |
Property, Plant and Equipment, Estimated Useful Lives | Lesser of lease term or useful life |
Research and development equipment | |
Estimated useful lives | |
Property Plant And Equipment, Useful Life | 5 years |
Production equipment | |
Estimated useful lives | |
Property Plant And Equipment, Useful Life | 10 years |
Furniture and Fixtures [Member] | |
Estimated useful lives | |
Property Plant And Equipment, Useful Life | 5 years |
Computer And Software | |
Estimated useful lives | |
Property Plant And Equipment, Useful Life | 3 years |
Revenues - Schedule of Revenue
Revenues - Schedule of Revenue Disaggregated by Type of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenues | $ 2,682 | $ 6,593 | ||
Launch service | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 1,988 | $ 0 | 5,899 | $ 0 |
Space Products | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | $ 694 | $ 0 | $ 694 | $ 0 |
Revenues - Additional Informati
Revenues - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenues [Abstract] | |||||||
Contract liabilities | $ 12,700 | $ 12,700 | $ 10,400 | $ 0 | |||
Unsatisfied performance obligations | 30,700 | 30,700 | 19,600 | 0 | |||
Revenue recognized | 2,700 | 4,900 | |||||
Other income (expense), net | $ 0 | $ 0 | $ 400 | $ 0 | $ 1,500 | $ 2,700 | $ 300 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||||||||
Nov. 22, 2021 | Nov. 22, 2021 | Sep. 30, 2021 | Jul. 01, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2022 | Dec. 26, 2021 | Oct. 01, 2021 | Jun. 10, 2021 | May 20, 2021 | Jan. 28, 2021 | Jan. 01, 2020 | |
Business Combination Segment Allocation [Line Items] | ||||||||||||||||||
Contingent consideration liability upon acquisition | $ 31,000,000 | $ 31,000,000 | $ 18,400,000 | |||||||||||||||
Common stock, shares issued | 3,775,709 | |||||||||||||||||
Decrease in fair value of contingent consideration liability | 1,800,000 | 17,300,000 | $ 0 | (4,700,000) | $ 0 | $ 0 | ||||||||||||
General and administrative expenses | 20,608,000 | $ 18,318,000 | 41,594,000 | 30,931,000 | 74,752,000 | 45,950,000 | 12,518,000 | |||||||||||
Maturity of Principal Amount | $ 45,000,000 | $ 14,835,000 | ||||||||||||||||
Principal amount term fee | 1,169,000 | 5,659,000 | $ 870,000 | |||||||||||||||
Outstanding principal | 4,600,000 | 4,600,000 | $ 500,000 | |||||||||||||||
Outstanding interest | 4,600,000 | 4,600,000 | ||||||||||||||||
Transaction cost | $ 25,200,000 | $ 25,200,000 | $ 4,000,000 | |||||||||||||||
Additional paid in capital | 1,875,527,000 | 1,875,527,000 | 1,844,875,000 | 50,282,000 | ||||||||||||||
Private Placement Warrants [Member] | ||||||||||||||||||
Business Combination Segment Allocation [Line Items] | ||||||||||||||||||
Redeemed price per share | $ 10 | $ 10 | ||||||||||||||||
Pendrell | Bridge Loan | ||||||||||||||||||
Business Combination Segment Allocation [Line Items] | ||||||||||||||||||
Bridge loan | $ 10,400,000 | $ 10,400,000 | $ 10,400,000 | |||||||||||||||
Maturity of Principal Amount | $ 10,000,000 | 10,000,000 | $ 10,000,000 | |||||||||||||||
Principal amount term fee | $ 400,000 | $ 400,000 | ||||||||||||||||
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 | 3,100,000 | 3,300,000 | ||||||||||||||||
Transaction cost | 4,400,000 | |||||||||||||||||
PSUs [Member] | ||||||||||||||||||
Business Combination Segment Allocation [Line Items] | ||||||||||||||||||
Number of shares issued to employees | 1,047,115 | 1,047,115 | ||||||||||||||||
Holicity Inc | ||||||||||||||||||
Business Combination Segment Allocation [Line Items] | ||||||||||||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||||||||||||||||
Business Combination Share Exchange Ratio | approximately one pre-combination Astra share to 0.665 of the Company’s shares | approximately one pre-combination Astra share to 0.665 of the Company’s shares | ||||||||||||||||
Cash and Cash Equivalents, Period Increase (Decrease) | $ 463,600,000 | $ 463,600,000 | ||||||||||||||||
Proceeds from Issuance of Private Placement | 200,000,000 | 200,000,000 | ||||||||||||||||
General and administrative expenses | $ 2,200,000 | 2,200,000 | ||||||||||||||||
Transaction cost | $ 25,500,000 | 25,500,000 | ||||||||||||||||
Additional paid in capital | $ 23,300,000 | $ 23,300,000 | ||||||||||||||||
Business combination share issued | 29,989,019 | 29,989,019 | ||||||||||||||||
Business combination share redeemed | 10,981 | 10,981 | ||||||||||||||||
Redeemed price per share | $ 10 | $ 10 | ||||||||||||||||
Holicity Inc | Private Placement Warrants [Member] | ||||||||||||||||||
Business Combination Segment Allocation [Line Items] | ||||||||||||||||||
Business combination share issued | 20,000,000 | 20,000,000 | ||||||||||||||||
Holicity Inc | 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 Inc | Founder | ||||||||||||||||||
Business Combination Segment Allocation [Line Items] | ||||||||||||||||||
Business combination share issued | 7,500,000 | 7,500,000 | ||||||||||||||||
Holicity Inc | Founder | Preferred Stock | ||||||||||||||||||
Business Combination Segment Allocation [Line Items] | ||||||||||||||||||
Business combination share issued in exchange of number of share | 10,870,562 | |||||||||||||||||
Holicity Inc | Public and Private Warrants [Member] | ||||||||||||||||||
Business Combination Segment Allocation [Line Items] | ||||||||||||||||||
Additional paid in capital | $ 56,800,000 | $ 56,800,000 | ||||||||||||||||
Apollo Fusion Inc [Member] | ||||||||||||||||||
Business Combination Segment Allocation [Line Items] | ||||||||||||||||||
Total purchase consideration, net of cash acquired | $ 75,368,000 | $ 70,768,000 | ||||||||||||||||
Maximum contingent consideration | $ 75,000,000 | |||||||||||||||||
Business Combination Contingent Consideration Arrangements Revenue Under Contract Percentage | 25% | |||||||||||||||||
Fair value of contingent consideration | 23,000,000 | $ 18,400,000 | ||||||||||||||||
Contingent consideration liability upon acquisition | 13,700,000 | |||||||||||||||||
Amortization expenses | 200,000 | $ 100,000 | ||||||||||||||||
Fair value of contingent consideration | $ 75,934,000 | 71,334,000 | ||||||||||||||||
Revenues Recorded | 700,000 | $ 700,000 | 0 | |||||||||||||||
Decrease in goodwill | 3,000,000 | |||||||||||||||||
Decrease in fair value of contingent consideration liability | 12,600,000 | 4,600,000 | ||||||||||||||||
Decrease in fair value of contingent consideration assets | 1,700,000 | |||||||||||||||||
Acquisition in cash | 10,000,000 | |||||||||||||||||
Transaction cost | 4,000,000 | $ 400,000 | ||||||||||||||||
Accrued expenses and other current liabilities | 3,600,000 | 3,600,000 | 3,900,000 | |||||||||||||||
Compensation Cost | 8,400,000 | $ 1,200,000 | $ 2,600,000 | $ 5,800,000 | ||||||||||||||
Apollo Fusion Inc [Member] | Fair Value, Inputs, Level 3 [Member] | ||||||||||||||||||
Business Combination Segment Allocation [Line Items] | ||||||||||||||||||
Fair value of contingent consideration | $ 18,400,000 | |||||||||||||||||
Common Class A [Member] | ||||||||||||||||||
Business Combination Segment Allocation [Line Items] | ||||||||||||||||||
Common stock, shares issued | 209,408,425 | 209,408,425 | 207,451,107 | 15,679,758 | ||||||||||||||
Common stock, shares outstanding | 209,408,425 | 209,408,425 | 207,451,107 | 15,679,758 | ||||||||||||||
Common stock, par value | $ 0.0001 | $ 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 | 198,090,903 | ||||||||||||||||
Common stock, shares outstanding | 198,090,903 | 198,090,903 | ||||||||||||||||
Aggregate stock option to purchase | 5,993,412 | 5,993,412 | ||||||||||||||||
Warrants to purchase common stock | 15,813,829 | 15,813,829 | 15,813,829 | |||||||||||||||
Business combination share issued | 198,090,903 | 198,090,903 | ||||||||||||||||
Common Class A [Member] | Holicity Inc | Founder | ||||||||||||||||||
Business Combination Segment Allocation [Line Items] | ||||||||||||||||||
Business combination share issued | 37,489,019 | 37,489,019 | ||||||||||||||||
Common Class A [Member] | Apollo Fusion Inc [Member] | Common Stock [Member] | ||||||||||||||||||
Business Combination Segment Allocation [Line Items] | ||||||||||||||||||
Business combination share issued | 2,558,744 | |||||||||||||||||
Common Class B [Member] | ||||||||||||||||||
Business Combination Segment Allocation [Line Items] | ||||||||||||||||||
Common stock, shares issued | 55,539,188 | 55,539,188 | 55,539,189 | 47,281,500 | 55,539,188 | |||||||||||||
Common stock, shares outstanding | 55,539,188 | 55,539,188 | 55,539,189 | 47,281,500 | ||||||||||||||
Common stock, par value | $ 0.0001 | $ 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 | 56,239,189 | ||||||||||||||||
Common stock, shares outstanding | 56,239,189 | 56,239,189 | ||||||||||||||||
Business combination share issued | 56,239,189 | 56,239,189 |
Acquisitions - Schedule of Acqu
Acquisitions - Schedule of Acquisition-date Fair Value of The Consideration Transferred (Details) - Apollo Fusion Inc [Member] - USD ($) $ in Thousands | Sep. 30, 2021 | Jul. 01, 2021 |
Business Acquisition [Line Items] | ||
Cash paid for outstanding Apollo common stock and options | $ 19,926 | $ 19,926 |
Fair value of Astra Class A common stock issued | 33,008 | 33,008 |
Fair value of contingent consideration | 23,000 | 18,400 |
Total purchase consideration | 75,934 | 71,334 |
Less: cash acquired | 566 | 566 |
Total purchase consideration, net of cash acquired | $ 75,368 | 70,768 |
Measurement Period Adjustment [Member] | ||
Business Acquisition [Line Items] | ||
Fair value of contingent consideration | (4,600) | |
Total purchase consideration | (4,600) | |
Total purchase consideration, net of cash acquired | $ (4,600) |
Acquisitions - Schedule of Prel
Acquisitions - Schedule of Preliminary Allocation of The Total Purchase Price (Details) - Apollo Fusion Inc [Member] - USD ($) $ in Thousands | Dec. 31, 2021 | Sep. 30, 2021 | Jul. 01, 2021 |
Business Acquisition [Line Items] | |||
Inventory | $ 131 | $ 131 | $ 131 |
Prepaid and other current assets | 796 | 796 | 796 |
Property, plant and equipment | 996 | 996 | 996 |
Right of use assets | 163 | 163 | 163 |
Goodwill | 58,251 | 58,893 | 58,251 |
Intangible assets | 15,350 | 17,000 | 15,350 |
Other non-current assets | 75 | 75 | 75 |
Total assets acquired | 75,762 | 78,054 | 75,762 |
Accounts payable | (950) | (950) | (950) |
Accrued expenses and other current liabilities | (1,939) | (836) | (1,939) |
Operating lease obligation | (163) | (163) | (163) |
Other non-current liabilities | (1,942) | (737) | (1,942) |
Total liabilities assumed | (4,994) | (2,686) | (4,994) |
Fair value of net assets acquired | 70,768 | $ 75,368 | $ 70,768 |
Accounting Standards Update 2021-08 [Member] | |||
Business Acquisition [Line Items] | |||
Prepaid and other current assets | 0 | ||
Property, plant and equipment | 0 | ||
Right of use assets | 0 | ||
Goodwill | 2,308 | ||
Intangible assets | 0 | ||
Other non-current assets | 0 | ||
Total assets acquired | 2,308 | ||
Accounts payable | 0 | ||
Accrued expenses and other current liabilities | (1,103) | ||
Operating lease obligation | 0 | ||
Other non-current liabilities | (1,205) | ||
Total liabilities assumed | (2,308) | ||
Fair value of net assets acquired | 0 | ||
Measurement Period Adjustment [Member] | |||
Business Acquisition [Line Items] | |||
Prepaid and other current assets | 0 | ||
Property, plant and equipment | 0 | ||
Right of use assets | 0 | ||
Goodwill | (2,950) | ||
Intangible assets | (1,650) | ||
Other non-current assets | 0 | ||
Total assets acquired | (4,600) | ||
Accounts payable | 0 | ||
Accrued expenses and other current liabilities | 0 | ||
Operating lease obligation | 0 | ||
Other non-current liabilities | 0 | ||
Total liabilities assumed | 0 | ||
Fair value of net assets acquired | $ (4,600) |
Acquisitions - Schedule of Inta
Acquisitions - Schedule of Intangible Assets Fair Value and Amortization Periods (Details) - Apollo Fusion Inc [Member] - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | ||
Total identified intangible assets | $ 15,350 | $ 15,350 |
Developed Technology [Member] | ||
Business Acquisition [Line Items] | ||
Total identified intangible assets | $ 12,100 | $ 12,100 |
Weighted-Average Amortization Periods | 6 years | 6 years |
Customer contracts and related relationships | ||
Business Acquisition [Line Items] | ||
Total identified intangible assets | $ 2,900 | $ 2,900 |
Weighted-Average Amortization Periods | 3 years | 3 years |
Order Backlog [Member] | ||
Business Acquisition [Line Items] | ||
Total identified intangible assets | $ 200 | $ 200 |
Weighted-Average Amortization Periods | 1 year | 1 year |
Trade Names [Member] | ||
Business Acquisition [Line Items] | ||
Total identified intangible assets | $ 150 | $ 150 |
Weighted-Average Amortization Periods | 2 years | 2 years |
Acquisitions - Schedule of Busi
Acquisitions - Schedule of Business Acquisition Pro Forma Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Business Acquisition [Line Items] | ||
Pro forma net revenue | $ 400 | $ 322 |
Pro forma net loss and net loss attributable to common stockholders | $ (255,268) | $ (86,655) |
Acquisitions - Schedule of Numb
Acquisitions - Schedule of Number of Shares of Class A Common Stock Issued (Details) - shares | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Holicity Inc | ||
Business Combination Segment Allocation [Line Items] | ||
Business combination share issued | 29,989,019 | 29,989,019 |
Holicity Inc | Common Class A [Member] | ||
Business Combination Segment Allocation [Line Items] | ||
Business combination share issued | 198,090,903 | 198,090,903 |
Holicity Inc | Private Placement Warrants [Member] | ||
Business Combination Segment Allocation [Line Items] | ||
Business combination share issued | 20,000,000 | 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 | 57,489,019 |
Holicity Inc | Founder | ||
Business Combination Segment Allocation [Line Items] | ||
Business combination share issued | 7,500,000 | 7,500,000 |
Holicity Inc | Founder | Common Class A [Member] | ||
Business Combination Segment Allocation [Line Items] | ||
Business combination share issued | 37,489,019 | 37,489,019 |
Astra Space Operations Inc | Pre Combination | ||
Business Combination Segment Allocation [Line Items] | ||
Business combination share issued | 140,601,884 | 140,601,884 |
Recently Issued and Recently _2
Recently Issued and Recently Adopted Accounting Pronouncements - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Jun. 30, 2022 | Jan. 01, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||||
Right-of-use asset | $ 9,079 | $ 8,601 | $ 4,600 | $ 0 |
Total reported lease liability | 8,884 | $ 8,504 | $ 4,700 | |
Increase (decrease) in additional paid in capital from derecognition of BCF | 9,700 | |||
Increase (decrease) in debt from derecognition of discount with BCF | 9,000 | |||
Increase (decrease) in accumulated deficit upon transition | 700 | |||
Increase In Contract Liability | $ 2,300 |
Supplemental Financial Inform_3
Supplemental Financial Information - Schedule of Inventory (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Supplemental Financial Information Abstract | |||
Raw materials | $ 0 | $ 5,775 | $ 649 |
Work in progress | 3,155 | 941 | 0 |
Finished goods | 0 | 959 | 0 |
Inventories | $ 3,155 | $ 7,675 | $ 649 |
Supplemental Financial Inform_4
Supplemental Financial Information - Schedule of Property, Plant and Equipment, Net (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Property Plant And Equipment [Line Items] | |||
Total property, plant and equipment | $ 104,804 | $ 76,893 | $ 30,935 |
Less: accumulated depreciation | (16,581) | (10,577) | (6,866) |
Property, plant and equipment, net | 88,223 | 66,316 | 24,069 |
Construction in Progress [Member] | |||
Property Plant And Equipment [Line Items] | |||
Total property, plant and equipment | 6,809 | 39,246 | 0 |
Computer and Software [Member] | |||
Property Plant And Equipment [Line Items] | |||
Total property, plant and equipment | 6,539 | 3,092 | 1,440 |
Leasehold Improvements [Member] | |||
Property Plant And Equipment [Line Items] | |||
Total property, plant and equipment | 56,444 | 14,177 | 13,873 |
Research equipment [Member] | |||
Property Plant And Equipment [Line Items] | |||
Total property, plant and equipment | 11,731 | 8,935 | 4,903 |
Production Equipment [Member] | |||
Property Plant And Equipment [Line Items] | |||
Total property, plant and equipment | 21,708 | 10,442 | 8,174 |
Furniture and Fixtures [Member] | |||
Property Plant And Equipment [Line Items] | |||
Total property, plant and equipment | $ 1,573 | 1,001 | 466 |
Kodiak Spaceport [Member] | |||
Property Plant And Equipment [Line Items] | |||
Total property, plant and equipment | 0 | $ 2,079 | |
Less: accumulated depreciation | $ (400) |
Supplemental Financial Inform_5
Supplemental Financial Information - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Jan. 01, 2021 | |
Property Plant And Equipment [Line Items] | ||||||||
Depreciation | $ 4,000 | $ 1,000 | $ 6,004 | $ 1,918 | $ 3,698 | $ 3,309 | $ 2,330 | |
Inventory write-down related to discontinuance of production | 10,200 | |||||||
Inventory net realizable value Write Downs | 13,300 | 0 | 18,828 | 0 | 6,748 | 0 | 0 | |
Impairment charges | 0 | 0 | 0 | 0 | 0 | 0 | $ 0 | |
Accumulated depreciation | 16,581 | 16,581 | 10,577 | 6,866 | ||||
Right-of-use asset | 8,601 | 8,601 | 9,079 | $ 0 | $ 4,600 | |||
Operating lease, payments | $ 482 | $ 760 | $ 942 | $ 770 | 1,712 | |||
Kodiak Spaceport [Member] | ||||||||
Property Plant And Equipment [Line Items] | ||||||||
Construction costs | 2,100 | |||||||
Derecognized assets | 2,100 | |||||||
Accumulated depreciation | 400 | |||||||
Right-of-use asset | 900 | |||||||
Operating lease, payments | 0 | |||||||
Kodiak Spaceport [Member] | Other Noncurrent Liabilities [Member] | ||||||||
Property Plant And Equipment [Line Items] | ||||||||
Financing obligation | $ 800 | $ 800 |
Supplemental Financial Inform_6
Supplemental Financial Information - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Other Liabilities, Current [Abstract] | |||
Employee compensation and benefits | $ 9,102 | $ 9,927 | $ 484 |
Contract liabilities, current portion | 6,196 | 10,162 | 0 |
Fair value of contingent consideration, current portion | 19,800 | 0 | |
Construction in progress related accruals | 577 | 3,726 | 0 |
Accrued expenses | 6,745 | 3,464 | 2,751 |
Other (miscellaneous) | 2,762 | 2,620 | 1,155 |
Accrued expenses and other current liabilities | $ 45,182 | $ 29,899 | $ 4,390 |
Supplemental Financial Inform_7
Supplemental Financial Information - Schedule of Other Non Current Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Accrued Liabilities and Other Liabilities [Abstract] | |||
Fair value of contingent consideration, net of current portion | $ 11,200 | $ 13,700 | $ 0 |
Contract liabilities, net of current portion | 6,541 | 149 | 122 |
Other (miscellaneous) | 1,016 | 750 | 1,563 |
Other non-current liabilities | $ 18,757 | $ 14,599 | $ 1,685 |
Supplemental Financial Inform_8
Supplemental Financial Information - Summary of Other Income Net (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Nonoperating Income (Expense) [Abstract] | |||||||
Gain on fair value of public and private placement of warrants | $ 25,681 | $ 0 | $ 0 | ||||
Gain on forgiveness of PPP note | 4,850 | 0 | 0 | ||||
Gain on change in fair value of contingent consideration | 4,700 | 0 | 0 | ||||
Gain (loss) on mark to market derivatives | 0 | 8,145 | (464) | ||||
Other (miscellaneous) | 815 | 2,715 | 740 | ||||
Other income, net | $ (54) | $ (718) | $ 339 | $ (718) | $ 36,046 | $ 10,860 | $ 276 |
Goodwill and Intangible - Summa
Goodwill and Intangible - Summary of Goodwill (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Beginning Balance | $ 0 |
Apollo Merger | 58,251 |
Ending Balance | $ 58,251 |
Intangible Assets - Summary of
Intangible Assets - Summary of Intangible Assets (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Finite-Lived Intangible Assets [Line Items] | |||||
Intangible assets subject to amortization, gross | $ 15,350 | $ 15,350 | |||
Intangible assets subject to amortization, accumulated amortization | 3,258 | 1,629 | |||
Total intangible assets | 12,092 | 13,721 | $ 0 | ||
Total intangible assets, Carrying amount | 19,550 | 19,550 | |||
Total intangible assets, Accumulated amortization | 1,629 | $ 0 | 1,629 | 0 | $ 0 |
Intangible assets subject to amortization, gross | 4,200 | 4,200 | |||
Total intangible assets | 16,292 | 17,921 | $ 0 | ||
Trademarks [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Intangible assets subject to amortization, gross | 15,350 | ||||
Intangible assets subject to amortization, accumulated amortization | 1,629 | ||||
Total intangible assets | 13,721 | ||||
Intangible assets subject to amortization, gross | 4,200 | ||||
Total intangible assets | 4,200 | 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 amortization | 2,017 | 1,008 | |||
Total intangible assets | 10,083 | 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 amortization | 966 | 483 | |||
Total intangible assets | 1,934 | 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 amortization | 200 | 100 | |||
Total intangible assets | 100 | ||||
Trade Names [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Intangible assets subject to amortization, gross | 150 | 150 | |||
Intangible assets subject to amortization, accumulated amortization | 75 | 38 | |||
Total intangible assets | $ 75 | $ 112 |
Intangible Assets - Additional
Intangible Assets - Additional Information (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Intangible assets | $ 12,092 | $ 13,721 | $ 0 |
Intangible Assets - Expected Fu
Intangible Assets - Expected Future Amortization Expense Related to Intangible Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
2022 (remainder) | $ 1,529 | ||
2023 | 3,021 | $ 3,158 | |
2024 | 2,500 | 3,021 | |
2025 | 2,017 | 2,500 | |
2026 | 2,017 | 2,017 | |
2026 | 2,017 | ||
Thereafter | 1,008 | ||
Thereafter | 1,008 | ||
Total intangible assets | $ 12,092 | $ 13,721 | $ 0 |
Long-Term Debt - Debt Obligatio
Long-Term Debt - Debt Obligations (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Total Debt | $ 0 | $ 71,121 |
Less: debt discount | 0 | (12,200) |
Less: current portion | 0 | (51,635) |
Long-term debt | 0 | 7,286 |
Term Loan [Member] | ||
Debt Instrument [Line Items] | ||
Total Debt | 0 | 2,800 |
Term loan | 0 | 0 |
Equipment Advances [Member] | ||
Debt Instrument [Line Items] | ||
Total Debt | 0 | 3,636 |
Term loan | 0 | 0 |
Paycheck Protection Program Note [Member] | ||
Debt Instrument [Line Items] | ||
Total Debt | 0 | 4,850 |
Term loan | 0 | 0 |
Convertible Notes [Member] | ||
Debt Instrument [Line Items] | ||
Total Debt | 0 | 59,835 |
Term loan | $ 0 | $ 12,200 |
Long Term Debt - Additional Inf
Long Term Debt - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||||
May 20, 2021 | Apr. 23, 2021 | Jan. 28, 2021 | Jan. 01, 2021 | Apr. 20, 2020 | Dec. 25, 2018 | Nov. 30, 2020 | Apr. 20, 2020 | Jun. 30, 2019 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 26, 2021 | Oct. 01, 2021 | Jun. 10, 2021 | |
Debt Instrument [Line Items] | ||||||||||||||||||||
Common stock, shares issued | 3,775,709 | |||||||||||||||||||
Warrants exercise price per share | $ 11.5 | $ 11.5 | $ 11.5 | $ 11.5 | ||||||||||||||||
Warrant exercisable period | 10 years | |||||||||||||||||||
Debt Instrument Decrease Forgiveness | $ 4,900 | $ 0 | $ 0 | |||||||||||||||||
Debt Instrument Convertible Beneficial Conversion Feature | 9,719 | |||||||||||||||||||
Accumulated deficit | $ (1,576,399) | $ (1,576,399) | (1,408,383) | (190,697) | ||||||||||||||||
Cash Purchase Price Per Share | $ 5.66 | |||||||||||||||||||
Loss on extinguishment of convertible notes | $ 0 | $ 0 | $ 0 | $ (131,908) | $ (131,908) | $ 0 | $ 0 | |||||||||||||
Maturity of Principal Amount | $ 45,000 | $ 14,835 | ||||||||||||||||||
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 | $ 6.62 | ||||||||||||||||||
Conversion of Stock, Shares Issued | 38,323,292 | |||||||||||||||||||
ASU 2020-06 [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Debt Instrument, Increase (Decrease), Net | $ 9,000 | |||||||||||||||||||
Adjustments to the carrying amount of the Convertible Preferred Stock | 9,700 | |||||||||||||||||||
ASU 2020-06 [Member] | Fresh-Start Adjustment [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Accumulated deficit | $ 700 | |||||||||||||||||||
Maximum [Member] | Series C Preferred Stock [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 1.71 | $ 1.71 | ||||||||||||||||||
Minimum [Member] | Series C Preferred Stock [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 1.33 | $ 1.33 | $ 1.33 | $ 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 | |||||||||||||||||||
Diluted Convertible Notes Payable | $ 350,000 | |||||||||||||||||||
Convertible Notes Payable | $ 14,500 | $ 14,500 | ||||||||||||||||||
Option to Extend Maturity Date Period | 2 days | |||||||||||||||||||
June 2019 Convertible Notes [Member] | Revision of Prior Period, Change in Accounting Principle, Adjustment [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Diluted Convertible Notes Payable | $ 500,000 | |||||||||||||||||||
June 2019 Convertible Notes [Member] | Maximum [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Long Term Debt Percentage Bearing Fixed Interest Rate | 2.37% | |||||||||||||||||||
Long-term Debt, Percentage Bearing Fixed Interest, Percentage Rate | 2.37% | |||||||||||||||||||
June 2019 Convertible Notes [Member] | Minimum [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Long Term Debt Percentage Bearing Fixed Interest Rate | 2.13% | |||||||||||||||||||
Equity Financing Yield | $ 20,000 | |||||||||||||||||||
Long-term Debt, Percentage Bearing Fixed Interest, Percentage Rate | 2.13% | |||||||||||||||||||
October 2019 Convertible Notes [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Conversion Of Stock Amount Issued1 | $ 45,000 | |||||||||||||||||||
Diluted Convertible Notes Payable | $ 450,000 | |||||||||||||||||||
Cash Purchase Price Per Share | $ 6.62 | |||||||||||||||||||
Convertible Notes Payable | $ 43,200 | $ 43,200 | $ 43,200 | |||||||||||||||||
Derecognition Of Convertible Notes Payable | $ 42,600 | 42,600 | 42,600 | |||||||||||||||||
Loss on extinguishment of convertible notes | $ 600 | 133,800 | 133,800 | |||||||||||||||||
October 2019 Convertible Notes [Member] | Series C Preferred Stock [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Conversion Of Stock Amount Issued1 | $ 176,900 | $ 176,900 | ||||||||||||||||||
Conversion of Stock, Shares Issued | 26,727,308 | 26,727,308 | ||||||||||||||||||
October 2019 Convertible Notes [Member] | Maximum [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Long Term Debt Percentage Bearing Fixed Interest Rate | 1.69% | |||||||||||||||||||
Debt Instrument, Redemption Price, Percentage | 80% | |||||||||||||||||||
Long-term Debt, Percentage Bearing Fixed Interest, Percentage Rate | 1.69% | |||||||||||||||||||
October 2019 Convertible Notes [Member] | Minimum [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Long Term Debt Percentage Bearing Fixed Interest Rate | 1.59% | |||||||||||||||||||
Equity Financing Yield | $ 50,000 | |||||||||||||||||||
Long-term Debt, Percentage Bearing Fixed Interest, Percentage Rate | 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 | |||||||||||||||||||
Maturity of Principal Amount | 10,000 | 10,000 | 10,000 | |||||||||||||||||
Bridge loan | $ 10,400 | 10,400 | 10,400 | |||||||||||||||||
Long-term Debt, Percentage Bearing Fixed Interest, Percentage Rate | 5% | |||||||||||||||||||
Percentage of Upfront Fee of Principal Amount | 1% | |||||||||||||||||||
Percentage of Term Fee of Principal Amount | 2% | |||||||||||||||||||
Paycheck Protection Program Note [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Proceeds from loan | $ 4,900 | $ 4,900 | ||||||||||||||||||
Paycheck Protection Program Note [Member] | October 2019 Convertible Notes [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Diluted Convertible Notes Payable | $ 450,000 | |||||||||||||||||||
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 | |||||||||||||||||||
Debt instrument, interest rate, stated percentage | 5.25% | |||||||||||||||||||
Line Of Credit Facility Maximum Borrowing Capacity | $ 3,000 | |||||||||||||||||||
2018 Term Loan [Member] | Prime Rate [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Debt Instrument, basis spread on variable rate | 1% | |||||||||||||||||||
2018 Equipment Advances [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Maximum borrowing capacity, amount | $ 7,000 | |||||||||||||||||||
Debt instrument, interest rate, stated percentage | 5.25% | 5.25% | ||||||||||||||||||
Line Of Credit Facility Maximum Borrowing Capacity | $ 7,000 | |||||||||||||||||||
2018 Equipment Advances [Member] | Prime Rate [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Debt Instrument, basis spread on variable rate | 1.50% | |||||||||||||||||||
Q4 2020 Convertible Notes [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Debt Instrument Convertible Beneficial Conversion Feature | $ 9,700 | |||||||||||||||||||
Debt Instrument, Convertible, Carrying Amount of Equity Component | $ 9,700 | $ 9,700 |
Long-Term Debt - Schedule of Is
Long-Term Debt - Schedule of Issuances Under Term Loan and Equipment Advances (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
Debt Instrument [Line Items] | |
Term Loan | $ 10,000 |
Equipment Advances - January 31, 2019 Issuance [Member] | |
Debt Instrument [Line Items] | |
Term Loan | 2,410 |
Equipment Advances – April 29, 2019 Issuance [Member] | |
Debt Instrument [Line Items] | |
Term Loan | 2,428 |
Equipment Advances – June 27, 2019 Issuance [Member] | |
Debt Instrument [Line Items] | |
Term Loan | 2,162 |
Term Loan [Member] | |
Debt Instrument [Line Items] | |
Term Loan | $ 3,000 |
Long-Term Debt - Schedule of Ch
Long-Term Debt - Schedule of Changes in Fair Value of Embedded Derivatives (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Debt Disclosure [Abstract] | ||
Balance – beginning of period | $ 0 | $ 4,698 |
Additions | 0 | 3,447 |
Measurement adjustments | 0 | (8,145) |
Balance – end of period | $ 0 | $ 0 |
Long-Term Debt - Schedule of Ra
Long-Term Debt - Schedule of Range of Inputs for Significant Assumptions Utilized to Determine Fair Value of Embedded Derivatives (Details) - Valuation, Income Approach [Member] | Dec. 31, 2021 Rate $ / shares |
June 2019 Convertible Notes [Member] | |
Debt Instrument [Line Items] | |
Preferred stock, par value | $ / shares | $ 1.3 |
October 2019 Convertible Notes [Member] | |
Debt Instrument [Line Items] | |
Preferred stock, par value | $ / shares | 1.3 |
Q4 2020 Convertible Notes [Member] | Minimum [Member] | |
Debt Instrument [Line Items] | |
Preferred stock, par value | $ / shares | 1.98 |
Q4 2020 Convertible Notes [Member] | Maximum [Member] | |
Debt Instrument [Line Items] | |
Preferred stock, par value | $ / shares | $ 2.32 |
Measurement Input, Risk Free Interest Rate [Member] | June 2019 Convertible Notes [Member] | Minimum [Member] | |
Debt Instrument [Line Items] | |
Range of Inputs | 1.8 |
Measurement Input, Risk Free Interest Rate [Member] | June 2019 Convertible Notes [Member] | Maximum [Member] | |
Debt Instrument [Line Items] | |
Range of Inputs | 2 |
Measurement Input, Risk Free Interest Rate [Member] | October 2019 Convertible Notes [Member] | Minimum [Member] | |
Debt Instrument [Line Items] | |
Range of Inputs | 0.9 |
Measurement Input, Risk Free Interest Rate [Member] | October 2019 Convertible Notes [Member] | Maximum [Member] | |
Debt Instrument [Line Items] | |
Range of Inputs | 1.8 |
Measurement Input, Risk Free Interest Rate [Member] | Q4 2020 Convertible Notes [Member] | |
Debt Instrument [Line Items] | |
Range of Inputs | 0.1 |
Measurement Input, Discount Rate [Member] | June 2019 Convertible Notes [Member] | |
Debt Instrument [Line Items] | |
Range of Inputs | 15 |
Measurement Input, Discount Rate [Member] | October 2019 Convertible Notes [Member] | |
Debt Instrument [Line Items] | |
Range of Inputs | 15 |
Measurement Input, Discount Rate [Member] | Q4 2020 Convertible Notes [Member] | |
Debt Instrument [Line Items] | |
Range of Inputs | 15 |
Measurement Input Additional Discount Factor [Member] | June 2019 Convertible Notes [Member] | Minimum [Member] | |
Debt Instrument [Line Items] | |
Range of Inputs | 0.1 |
Measurement Input Additional Discount Factor [Member] | June 2019 Convertible Notes [Member] | Maximum [Member] | |
Debt Instrument [Line Items] | |
Range of Inputs | 0.9 |
Measurement Input Additional Discount Factor [Member] | October 2019 Convertible Notes [Member] | Minimum [Member] | |
Debt Instrument [Line Items] | |
Range of Inputs | 0.9 |
Measurement Input Additional Discount Factor [Member] | October 2019 Convertible Notes [Member] | Maximum [Member] | |
Debt Instrument [Line Items] | |
Range of Inputs | 4.7 |
Measurement Input Additional Discount Factor [Member] | Q4 2020 Convertible Notes [Member] | |
Debt Instrument [Line Items] | |
Range of Inputs | 4.7 |
Measurement Input, Price Volatility [Member] | June 2019 Convertible Notes [Member] | |
Debt Instrument [Line Items] | |
Range of Inputs | 15.3 |
Measurement Input, Price Volatility [Member] | October 2019 Convertible Notes [Member] | |
Debt Instrument [Line Items] | |
Range of Inputs | 15.3 |
Measurement Input, Price Volatility [Member] | Q4 2020 Convertible Notes [Member] | |
Debt Instrument [Line Items] | |
Range of Inputs | 20 |
Long-Term Debt - Summary of Cal
Long-Term Debt - Summary of Calculation of Beneficial Conversion Feature (Details) $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2020 USD ($) $ / shares shares | |
Debt Instrument [Line Items] | |
Debt Instrument Convertible Beneficial Conversion Feature | $ | $ 9,719 |
October 29, 2020 [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Convertible, Conversion Price | $ 1.33 |
Debt Conversion, Converted Instrument, Shares Issued | shares | 1,125,281 |
Debt Instrument Convertible Beneficial Conversion Feature | $ | $ 1,113 |
October 29, 2020 [Member] | Series B Preferred Stock [Member] | |
Debt Instrument [Line Items] | |
Fair Value of Preferred stock | $ 2.32 |
November 12, 2020 [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Convertible, Conversion Price | $ 1.33 |
Debt Conversion, Converted Instrument, Shares Issued | shares | 4,456,114 |
Debt Instrument Convertible Beneficial Conversion Feature | $ | $ 4,407 |
November 12, 2020 [Member] | Series B Preferred Stock [Member] | |
Debt Instrument [Line Items] | |
Fair Value of Preferred stock | $ 2.32 |
November 16, 2020 [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Convertible, Conversion Price | $ 1.33 |
Debt Conversion, Converted Instrument, Shares Issued | shares | 871,378 |
Debt Instrument Convertible Beneficial Conversion Feature | $ | $ 862 |
November 16, 2020 [Member] | Series B Preferred Stock [Member] | |
Debt Instrument [Line Items] | |
Fair Value of Preferred stock | $ 2.32 |
November 19, 2020 [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Convertible, Conversion Price | $ 1.33 |
Debt Conversion, Converted Instrument, Shares Issued | shares | 2,504,466 |
Debt Instrument Convertible Beneficial Conversion Feature | $ | $ 2,476 |
November 19, 2020 [Member] | Series B Preferred Stock [Member] | |
Debt Instrument [Line Items] | |
Fair Value of Preferred stock | $ 2.32 |
December 01, 2020 [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Convertible, Conversion Price | $ 1.33 |
Debt Conversion, Converted Instrument, Shares Issued | shares | 120,030 |
Debt Instrument Convertible Beneficial Conversion Feature | $ | $ 119 |
December 01, 2020 [Member] | Series B Preferred Stock [Member] | |
Debt Instrument [Line Items] | |
Fair Value of Preferred stock | $ 2.32 |
December 11, 2020 [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Convertible, Conversion Price | $ 1.33 |
Debt Conversion, Converted Instrument, Shares Issued | shares | 750,188 |
Debt Instrument Convertible Beneficial Conversion Feature | $ | $ 742 |
December 11, 2020 [Member] | Series B Preferred Stock [Member] | |
Debt Instrument [Line Items] | |
Fair Value of Preferred stock | $ 2.32 |
Long-Term Debt - Schedule of _2
Long-Term Debt - Schedule of Issuances Under Convertible Notes (Details) - USD ($) $ in Thousands | Oct. 01, 2021 | Jun. 10, 2021 |
Debt Instrument [Line Items] | ||
Maturity of Principal Amount | $ 45,000 | $ 14,835 |
June 10, 2019 [Member] | ||
Debt Instrument [Line Items] | ||
Maturity of Principal Amount | $ 12,950 | |
Maturity of Interest Rate Percentage | 2.37% | |
June 12, 2019 [Member] | ||
Debt Instrument [Line Items] | ||
Maturity of Principal Amount | $ 500 | |
Maturity of Interest Rate Percentage | 2.37% | |
June 13, 2019 [Member] | ||
Debt Instrument [Line Items] | ||
Maturity of Principal Amount | $ 400 | |
Maturity of Interest Rate Percentage | 2.37% | |
July 19, 2019 [Member] | ||
Debt Instrument [Line Items] | ||
Maturity of Principal Amount | $ 235 | |
Maturity of Interest Rate Percentage | 2.13% | |
July 25, 2019 [Member] | ||
Debt Instrument [Line Items] | ||
Maturity of Principal Amount | $ 750 | |
Maturity of Interest Rate Percentage | 2.13% | |
October 01, 2019 [Member] | ||
Debt Instrument [Line Items] | ||
Maturity of Principal Amount | $ 14,000 | |
Maturity of Interest Rate Percentage | 1.69% | |
February 06, 2020 [Member] | ||
Debt Instrument [Line Items] | ||
Maturity of Principal Amount | $ 6,000 | |
Maturity of Interest Rate Percentage | 1.59% | |
February 12, 2020 [Member] | ||
Debt Instrument [Line Items] | ||
Maturity of Principal Amount | $ 5,000 | |
Maturity of Interest Rate Percentage | 1.59% | |
February 28, 2020 [Member] | ||
Debt Instrument [Line Items] | ||
Maturity of Principal Amount | $ 6,900 | |
Maturity of Interest Rate Percentage | 1.59% | |
October 29, 2020 [Member] | ||
Debt Instrument [Line Items] | ||
Maturity of Principal Amount | $ 1,500 | |
Maturity of Interest Rate Percentage | 1.85% | |
November 12, 2020 [Member] | ||
Debt Instrument [Line Items] | ||
Maturity of Principal Amount | $ 5,940 | |
Maturity of Interest Rate Percentage | 1.85% | |
November 16, 2020 [Member] | ||
Debt Instrument [Line Items] | ||
Maturity of Principal Amount | $ 1,162 | |
Maturity of Interest Rate Percentage | 1.85% | |
November 19, 2020 [Member] | ||
Debt Instrument [Line Items] | ||
Maturity of Principal Amount | $ 3,338 | |
Maturity of Interest Rate Percentage | 1.85% | |
December 01. 2020 [Member] | ||
Debt Instrument [Line Items] | ||
Maturity of Principal Amount | $ 160 | |
Maturity of Interest Rate Percentage | 1.85% | |
December 11, 2020 [Member] | ||
Debt Instrument [Line Items] | ||
Maturity of Principal Amount | $ 1,000 | |
Maturity of Interest Rate Percentage | 1.85% |
Warrant Liabilities - Additiona
Warrant Liabilities - Additional Information (Details) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended | |||||
Dec. 27, 2021 $ / shares shares | Dec. 26, 2021 $ / shares shares | Jun. 30, 2022 $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 26, 2021 $ / shares shares | Dec. 31, 2020 USD ($) $ / shares shares | Dec. 31, 2019 USD ($) | |
Class of Warrant or Right [Line Items] | |||||||
Warrants exercise price per share | $ / shares | $ 11.5 | $ 11.5 | $ 11.5 | $ 11.5 | |||
Percentage of number of shares | 50% | 50% | |||||
Common stock, shares issued | 3,775,709 | 3,775,709 | |||||
Gain on change in fair value of public and private placement of warrants | $ | $ (25,681) | $ 0 | $ 0 | ||||
Temporary Equity, Redemption Price Per Share | $ / shares | $ 0.1 | ||||||
Share Price | $ / shares | $ 10 | ||||||
Common Class A [Member] | |||||||
Class of Warrant or Right [Line Items] | |||||||
Common stock, shares issued | 209,408,425 | 207,451,107 | 15,679,758 | ||||
Shares to be received for each redeemable warrants | 0.2560374 | ||||||
Other Operating Income (Expense) [Member] | |||||||
Class of Warrant or Right [Line Items] | |||||||
Gain on change in fair value of public and private placement of warrants | $ | $ 25,700 | ||||||
IPOMember | |||||||
Class of Warrant or Right [Line Items] | |||||||
Class of Warrant or Right, Outstanding | 9,999,976 | ||||||
Warrants exercise price per share | $ / shares | $ 11.5 | ||||||
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 | 5,333,333 |
Income Taxes - Summary of loss
Income Taxes - Summary of loss Before Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Net Income (Loss) Attributable to Parent [Abstract] | |||||||
Domestic | $ (258,167) | $ (68,293) | $ (53,179) | ||||
Foreign | 0 | 0 | 0 | ||||
Loss before taxes | $ (82,303) | $ (31,297) | $ (168,016) | $ (190,269) | $ (258,167) | $ (68,293) | $ (53,179) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Operating Loss Carryforwards [Line Items] | |||||||
Income tax (benefit) expense | $ 0 | $ 0 | $ 0 | $ 0 | $ (385) | $ 0 | $ 0 |
Valuation allowance on net deferred tax assets | 38,500 | 20,700 | |||||
Tax credits | 10,005 | 4,403 | |||||
Income tax interest and penalties accrued | $ 0 | $ 0 | $ 0 | ||||
Cumulative stock change in ownership percentage | 50% | ||||||
Period for cumulative change in ownership | 3 years | ||||||
U.S. federal provision at statutory rate | 21% | 21% | 21% | ||||
Operating loss carryforwards amount not subject to expiration | $ 272,500 | ||||||
Operating loss carryforwards amount subject to expiration | 20,100 | ||||||
Research Tax Credit Carryforward | |||||||
Operating Loss Carryforwards [Line Items] | |||||||
Income tax (benefit) expense | (400) | ||||||
U.S Federal | |||||||
Operating Loss Carryforwards [Line Items] | |||||||
Net operating loss carryforwards | 292,600 | ||||||
U.S Federal | Research Tax Credit Carryforward | |||||||
Operating Loss Carryforwards [Line Items] | |||||||
Tax credits | 8,600 | ||||||
State | |||||||
Operating Loss Carryforwards [Line Items] | |||||||
Net operating loss carryforwards | 211,700 | ||||||
State | Research Tax Credit Carryforward | California | |||||||
Operating Loss Carryforwards [Line Items] | |||||||
Tax credits | $ 7,700 |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation Between Statutory Tax Rate and Effective Tax Rate (Details) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Effective Income Tax Rate Reconciliation, Amount [Abstract] | |||
U.S. federal provision at statutory rate | 21% | 21% | 21% |
Tax credits | 1.10% | 1% | 2.20% |
Non-deductible executive compensation | (1.8) | 0 | 0 |
Stock-based compensation | 0.10% | 0% | (0.10%) |
Convertible notes | (10.90%) | (1.60%) | 0% |
Fair value adjustment | 2.50% | 2.50% | 0% |
Change in valuation allowance | (11.60%) | (22.80%) | (22.30%) |
Other | (0.30%) | (0.10%) | (0.80%) |
Effective tax rate | 0.10% | 0% | 0% |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Companies deferred income tax assets and liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Net operating loss carry forward | $ 75,750 | $ 45,768 |
Tax credits | 10,005 | 4,403 |
Stock-based compensation | 1,807 | 35 |
Operating lease liabilities | 2,073 | 0 |
Intangibles | 0 | 307 |
Accruals and reserves | 4,350 | 362 |
Total deferred tax assets | 93,985 | 50,875 |
Deferred tax liabilities: | ||
Fixed assets | (709) | (787) |
Right of use assets | (2,119) | 0 |
Intangible assets | (2,534) | 0 |
Total deferred tax liabilities | (5,362) | (787) |
Net deferred tax assets before valuation allowance | 88,623 | 50,088 |
Valuation allowance | (88,623) | (50,088) |
Net deferred tax assets (liabilities) | $ 0 | $ 0 |
Income Taxes - Schedule of Unre
Income Taxes - Schedule of Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Unrecognized tax benefits as of the beginning of the year | $ 4,842 | $ 3,543 | $ 1,569 |
Increases related to prior year tax provisions (acquisition) | 487 | 0 | 0 |
Decrease related to prior year tax provisions | (1,112) | 0 | 0 |
Increase related to current year tax provisions | 897 | 1,299 | 1,974 |
Statute lapse | 0 | 0 | 0 |
Unrecognized tax benefits as of the end of the year | $ 5,114 | $ 4,842 | $ 3,543 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Lessee Lease Description [Line Items] | |||||||
Operating lease term, option to extend additional period | 5 years | 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. | The Company has operating leases for warehouse, production, and office facilities and equipment. Lease contracts have remaining lease terms of 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. | |||||
Rent expense | $ 600 | $ 800 | |||||
Operating lease, weighted average remaining lease term | 6 years 1 month 13 days | 6 years 1 month 13 days | 6 years 8 months 4 days | ||||
Operating lease, weighted average discount rate | 7.34% | 7.34% | 7.34% | ||||
Operating lease costs | $ 500 | $ 400 | $ 1,000 | $ 600 | $ 1,669 | ||
Minimum [Member] | |||||||
Lessee Lease Description [Line Items] | |||||||
Operating lease,remaining term | 1 year | 1 year | 1 year | ||||
Maximum [Member] | |||||||
Lessee Lease Description [Line Items] | |||||||
Operating lease,remaining term | 7 years | 7 years | 7 years |
Leases - Components of Lease Co
Leases - Components of Lease Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Leases [Abstract] | |||||
Operating lease costs | $ 500 | $ 400 | $ 1,000 | $ 600 | $ 1,669 |
Finance lease costs: | |||||
Amortization of right-of-use assets | 0 | ||||
Interest on lease liabilities | 0 | ||||
Short-term lease costs | 62 | ||||
Variable lease costs | 0 | ||||
Sublease income | 0 | ||||
Total lease costs | $ 1,731 |
Leases - Schedule of Supplement
Leases - Schedule of Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 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 | $ (482) | $ (760) | $ (942) | $ (770) | $ (1,712) |
Operating cash inflows/(outflows) from finance leases | 0 | ||||
Financing cash inflows/(outflows) from finance leases | 0 | ||||
Right-of-use assets obtained in exchange for operating leases liabilities | $ 251 | 0 | |||
Operating leases | 5,243 | ||||
Finance leases | $ 0 |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Lease Payments under Non-cancellable Lease Payments (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Jan. 01, 2021 |
Leases [Abstract] | |||
2022 | $ 930 | $ 1,761 | |
2023 | 1,790 | 1,655 | |
2024 | 1,677 | 1,655 | |
2025 | 1,655 | 1,655 | |
2026 | 1,642 | 1,642 | |
Thereafter | 2,840 | 2,840 | |
Total future undiscounted minimum lease payments | 10,534 | 11,208 | |
Less: Imputed Interest | 2,030 | 2,324 | |
Total reported lease liability | $ 8,504 | 8,884 | $ 4,700 |
2022 | 0 | ||
2023 | 0 | ||
2024 | 0 | ||
2025 | 0 | ||
Thereafter | 0 | ||
Total future undiscounted minimum lease payments | 0 | ||
Less: imputed Interest | 0 | ||
Total reported lease liability | $ 0 |
Leases - Summary of Minimum Lea
Leases - Summary of Minimum Lease Commitments (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Lessee Lease Description [Line Items] | |||
2021 | $ 930 | $ 1,761 | |
2022 | 1,790 | 1,655 | |
2023 | 1,677 | 1,655 | |
2024 | 1,655 | 1,655 | |
2025 | 1,642 | 1,642 | |
Total future undiscounted minimum lease payments | $ 10,534 | $ 11,208 | |
Minimum [Member] | |||
Lessee Lease Description [Line Items] | |||
2021 | $ 712 | ||
2022 | 766 | ||
2023 | 763 | ||
2024 | 762 | ||
2025 | 762 | ||
Thereafter | 1,708 | ||
Total future undiscounted minimum lease payments | $ 5,473 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of fair value hierarchy (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Assets: | ||
Total financial assets | $ 99,785 | $ 100,000 |
Liabilities: | ||
Total financial liabilities | 31,000 | 13,700 |
Contingent Consideration [Member] | ||
Liabilities: | ||
Total financial liabilities | 31,000 | 13,700 |
Level 1 [Member] | ||
Assets: | ||
Total financial assets | 26,376 | 100,000 |
Liabilities: | ||
Total financial liabilities | 0 | |
Level 1 [Member] | Contingent Consideration [Member] | ||
Liabilities: | ||
Total financial liabilities | 0 | |
Level 2 [Member] | ||
Assets: | ||
Total financial assets | 73,409 | 0 |
Liabilities: | ||
Total financial liabilities | 0 | |
Level 2 [Member] | Contingent Consideration [Member] | ||
Liabilities: | ||
Total financial liabilities | 0 | |
Level 3 [Member] | ||
Assets: | ||
Total financial assets | 0 | |
Liabilities: | ||
Total financial liabilities | 31,000 | 13,700 |
Level 3 [Member] | Contingent Consideration [Member] | ||
Liabilities: | ||
Total financial liabilities | 31,000 | 13,700 |
Money market account | ||
Assets: | ||
Total financial assets | 3,417 | 100,000 |
Money market account | Level 1 [Member] | ||
Assets: | ||
Total financial assets | 3,417 | 100,000 |
Money market account | Level 2 [Member] | ||
Assets: | ||
Total financial assets | 0 | |
Money market account | Level 3 [Member] | ||
Assets: | ||
Total financial assets | $ 0 | |
US Treasury securities | ||
Assets: | ||
Total financial assets | 22,959 | |
US Treasury securities | Level 1 [Member] | ||
Assets: | ||
Total financial assets | 22,959 | |
Corporate Debt securities | ||
Assets: | ||
Total financial assets | 21,967 | |
Corporate Debt securities | Level 2 [Member] | ||
Assets: | ||
Total financial assets | 21,967 | |
Commercial Paper | ||
Assets: | ||
Total financial assets | 40,912 | |
Commercial Paper | Level 2 [Member] | ||
Assets: | ||
Total financial assets | 40,912 | |
Asset Backed Securities | ||
Assets: | ||
Total financial assets | 10,530 | |
Asset Backed Securities | Level 2 [Member] | ||
Assets: | ||
Total financial assets | $ 10,530 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of the Changes In Fair Value of the Company Financial Instruments (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | ||
Fair value as of December 31, 2021 | $ 13,700 | $ 0 |
Recognition of contingent consideration liability upon acquisition | 31,000 | 18,400 |
Loss on change in fair value of contingent consideration included in operating loss | 17,300 | |
Gain on change in fair value included in other income, net | 4,700 | |
Fair value as of March 31, 2022 | $ 31,000 | $ 13,700 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Range of Inputs To Determine The fair Value of Contingent Consideration (Details) | Jun. 30, 2022 | Dec. 31, 2021 |
Risk-free interest rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Contingent Consideration | 2.62 | 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 | 7.5 | 5.5 |
Discount rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Contingent Consideration | 4.8 | 3.25 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Available-for-Sale Marketable Securities (Details) $ in Thousands | Jun. 30, 2022 USD ($) |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Amortized Cost | $ 96,601 |
Gross Unrealized Loss | (233) |
Fair Value | 96,368 |
US Treasury Securities [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Amortized Cost | 23,006 |
Gross Unrealized Loss | (47) |
Fair Value | 22,959 |
Corporate Debt Securities [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Amortized Cost | 22,093 |
Gross Unrealized Loss | (126) |
Fair Value | 21,967 |
Commercial Paper [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Amortized Cost | 40,912 |
Gross Unrealized Loss | 0 |
Fair Value | 40,912 |
Asset-backed Securities [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Amortized Cost | 10,590 |
Gross Unrealized Loss | (60) |
Fair Value | $ 10,530 |
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 | Jun. 30, 2022 USD ($) |
US Treasury Securities [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair Value, Less than 12 months | $ 22,959 |
Fair Value, Total | 22,959 |
Gross Unrealized Loss, Less than 12 months | 47 |
Gross Unrealized Loss, Total | 47 |
Corporate Debt Securities [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair Value, Less than 12 months | 21,967 |
Fair Value, Total | 21,967 |
Gross Unrealized Loss, Less than 12 months | 126 |
Gross Unrealized Loss, Total | 126 |
Commercial Paper [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair Value, Less than 12 months | 40,912 |
Fair Value, Total | 40,912 |
Gross Unrealized Loss, Less than 12 months | 0 |
Gross Unrealized Loss, Total | 0 |
Asset-backed Securities [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair Value, Less than 12 months | 2,828 |
Fair Value, Total | 10,530 |
Gross Unrealized Loss, Less than 12 months | 25 |
Gross Unrealized Loss, Total | 60 |
Fair Value, Greater than 12 months | 7,702 |
Gross Unrealized Loss, Greater than 12 months | $ 35 |
Fair Value Measurements - Sum_3
Fair Value Measurements - Summary of Gains or Losses on Available-for-Sale Marketable Securities (Details) $ in Thousands | Jun. 30, 2022 USD ($) |
Fair Value Disclosures [Abstract] | |
Amortized Cost, Due in 1 year or less | $ 88,864 |
Fair Value, Due in 1 year or less | 88,666 |
Amortized Cost, Due in 1-2 years | 7,737 |
Fair Value, Due in 1-2 years | $ 7,702 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Millions | 6 Months Ended | 12 Months Ended | ||||
May 05, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | May 20, 2022 | Apr. 27, 2022 | May 25, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||||||
Purchase Obligation, to be Paid, Year Two and Three | $ 22.5 | |||||
Payments for purchase of other assets | $ 0.8 | $ 0.4 | $ 0.4 | |||
Percentage of remaining purchase commitment during contract term | 50% | |||||
Retention costs payable | $ 1.5 | $ 20 | ||||
Advance Payments Of Purchase | $ 0.4 |
Convertible Preferred Stock - A
Convertible Preferred Stock - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Mar. 31, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Jun. 30, 2021 | |
Preferred stock, shares outstanding | 0 | |||||
Sale of common stock, price per share | $ 19.9 | |||||
Issuance of Class A common stock upon acquisition of Apollo Fusion, Inc. | $ 7,500,000 | |||||
Pre Combination Astra | ||||||
Preferred stock, shares outstanding | 186,977,448 | 186,977,448 | ||||
Convertible Preferred Stock [Member] | ||||||
Cash capital contributions since inception | $ 100,200,000 | $ 100,200,000 | ||||
Preferred stock, shares outstanding | 0 | 0 | 12,302,500 | |||
Issuance of Class A common stock upon acquisition of Apollo Fusion, Inc. | $ 30,000,000 | |||||
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 | 186,977,448 | ||||
Common Class A [Member] | ||||||
Convertible preferred stock, shares issued upon conversion | 124,340,003 | 124,340,003 | ||||
Issuance of Class A common stock upon acquisition of Apollo Fusion, Inc. | $ 33,008,000 | $ 0 | $ 0 |
Convertible Preferred Stock - S
Convertible Preferred Stock - Schedule of Three Classes of Convertible Preferred Stock Before Combination (Details) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 | Jun. 30, 2021 |
Preferred stock, shares outstanding | 0 | ||
Pre Combination Astra | |||
Preferred stock, shares outstanding | 186,977,448 | 186,977,448 | |
Pre Combination Astra | Series A Preferred Stock [Member] | |||
Preferred stock, shares outstanding | 65,780,540 | 65,780,540 | |
Liquidation Price Per Share | $ 0.243233 | $ 0.243233 | |
Conversion Price Per Share | 0.243233 | 0.243233 | |
Annual Noncumulative Dividend Rights Per Share | $ 0.019459 | $ 0.019459 | |
Pre Combination Astra | Series B Preferred Stock [Member] | |||
Preferred stock, shares outstanding | 70,713,123 | 70,713,123 | |
Liquidation Price Per Share | $ 1.333008 | $ 1.333008 | |
Conversion Price Per Share | 1.333008 | 1.333008 | |
Annual Noncumulative Dividend Rights Per Share | $ 0.10664 | $ 0.10664 | |
Pre Combination Astra | Series C Preferred Stock [Member] | |||
Preferred stock, shares outstanding | 50,483,785 | 50,483,785 | |
Liquidation Price Per Share | $ 6.62097 | $ 6.62097 | |
Conversion Price Per Share | 6.62097 | 6.62097 | |
Annual Noncumulative Dividend Rights Per Share | $ 0.52968 | $ 0.52968 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - $ / shares | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2022 | Dec. 31, 2021 | Mar. 31, 2022 | Dec. 26, 2021 | Dec. 31, 2020 | 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 | |||||
Founders Preferred Stock [Member] | ||||||
Pre- combination preferred stock, shares outstanding | 10,870,562 | 10,870,562 | ||||
Common Class A [Member] | ||||||
Common stock, shares authorized | 400,000,000 | 400,000,000 | 176,225,000 | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Common stock, shares issued | 209,408,425 | 207,451,107 | 15,679,758 | |||
Common stock, shares outstanding | 209,408,425 | 207,451,107 | 15,679,758 | |||
Pre- combination preferred stock, shares outstanding | 3,599,647 | 3,599,647 | ||||
Voting rights per share | one | one | ||||
Common Class B [Member] | ||||||
Common stock, shares authorized | 65,000,000 | 65,000,000 | 61,512,500 | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Common stock, shares issued | 55,539,188 | 55,539,189 | 55,539,188 | 47,281,500 | ||
Common stock, shares outstanding | 55,539,188 | 55,539,189 | 47,281,500 | |||
Pre- combination preferred stock, shares outstanding | 9,622,689 | 9,622,689 | ||||
Voting rights per share | ten | ten | ||||
Convertible Preferred Stock [Member] | ||||||
Preference shares authorized | 1,000,000 | 1,000,000 | 12,302,500 | |||
Preference shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Preferred stock, shares outstanding | 0 | 0 | 12,302,500 | |||
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 |
Stock-based Compensation - Summ
Stock-based Compensation - Summary of Share-based Compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||||||
Stock-based compensation | $ 12,791 | $ 7,444 | $ 29,832 | $ 17,777 | $ 39,743 | $ 32,202 | $ 814 |
Cost of revenues [Member] | |||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||||||
Stock-based compensation | 456 | 0 | 697 | 0 | |||
Research and Development [Member] | |||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||||||
Stock-based compensation | 4,832 | 125 | 11,568 | 3,304 | 12,930 | 339 | 190 |
Sales and Marketing [Member] | |||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||||||
Stock-based compensation | 1,417 | 42 | 2,997 | 54 | 220 | 0 | 0 |
General and Administrative [Member] | |||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||||||
Stock-based compensation | $ 6,086 | $ 7,277 | $ 14,570 | $ 14,419 | $ 26,593 | $ 31,863 | $ 624 |
Stock-based Compensation - Addi
Stock-based Compensation - Additional Information (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||||||
Nov. 22, 2021 shares | Nov. 22, 2021 shares | Nov. 09, 2021 USD ($) | Sep. 20, 2021 shares | Apr. 23, 2021 Relatedparties $ / shares shares | Jan. 28, 2021 Relatedparties $ / shares shares | Jan. 01, 2021 shares | Apr. 30, 2021 USD ($) | Feb. 28, 2021 USD ($) | Jun. 30, 2022 USD ($) shares | Mar. 31, 2022 USD ($) | Jun. 30, 2021 USD ($) shares | Mar. 31, 2021 USD ($) | Jun. 30, 2022 USD ($) $ / shares shares | Jun. 30, 2021 USD ($) shares | Sep. 30, 2021 | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2020 USD ($) $ / shares shares | Dec. 31, 2019 USD ($) | Jan. 01, 2022 shares | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||||||||||||||||||||
Stock-based compensation | $ 29,832 | $ 17,777 | $ 39,743 | $ 32,202 | $ 814 | ||||||||||||||||
Number of related party | Relatedparties | 4 | 2 | |||||||||||||||||||
Stock options issuance date | Jan. 28, 2021 | ||||||||||||||||||||
Unrecognized share based compensation expense | $ 32,800 | ||||||||||||||||||||
Award granted | shares | 1,142,027 | 16,442,272 | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | 10 years | |||||||||||||||||||
Remain available for issuance | $ 7,500 | ||||||||||||||||||||
Unrecognized Stock Based Compensation Expense | 32,800 | $ 500 | |||||||||||||||||||
Total intrinsic value of options exercised | 35,600 | 18,700 | 100 | ||||||||||||||||||
Total fair value as of the respective vesting dates of restricted stock units vested | $ 300 | ||||||||||||||||||||
Stock-based compensation | $ 12,791 | $ 7,444 | 29,832 | 17,777 | 39,743 | 32,202 | 814 | ||||||||||||||
Stock Based Compensation Expense Modification Related | $ 1,400 | 1,400 | |||||||||||||||||||
Compensation costs | 1,200 | ||||||||||||||||||||
Cash Purchase Price Per Share | $ / shares | $ 5.66 | ||||||||||||||||||||
Unvested aggregate intrinsic value | 1,037,708 | $ 1,037,708 | 11,701,061 | ||||||||||||||||||
Common Class A [Member] | |||||||||||||||||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||||||||||||||||||||
Remain available for issuance | 33,008 | $ 0 | 0 | ||||||||||||||||||
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 | $ 6.62 | |||||||||||||||||||
Stock-Based Awards [Member] | |||||||||||||||||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||||||||||||||||||||
Unrecognized share based compensation expense | $ 130,300 | ||||||||||||||||||||
Weighted average period expected to be recognized | 3 years | 2 years 11 months 4 days | |||||||||||||||||||
Unrecognized Stock Based Compensation Expense | $ 119,100 | ||||||||||||||||||||
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 | $ 4,900 | $ 6,200 | |||||||||||||||||||
Shares vested, Grant date fair value | $ / shares | $ 8.76 | $ 9.2 | |||||||||||||||||||
Unvested aggregate intrinsic value | 20,300 | $ 20,300 | $ 74,000 | ||||||||||||||||||
Performance Based Stock Option [Member] | |||||||||||||||||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||||||||||||||||||||
Vesting periods | 5 years | 5 years | |||||||||||||||||||
Unrecognized share based compensation expense | $ 9,000 | ||||||||||||||||||||
Vesting Percentage | 20% | 20% | |||||||||||||||||||
Stock-based compensation | $ 4,100 | $ 5,600 | |||||||||||||||||||
PSUs [Member] | |||||||||||||||||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||||||||||||||||||||
Award granted | shares | 523,557 | 523,557 | 52,355 | ||||||||||||||||||
Number of shares issued to employees | shares | 1,047,115 | 1,047,115 | |||||||||||||||||||
Description of PSUs vesting period | SUs 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. | 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 costs | 300 | $ 500 | |||||||||||||||||||
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 | ||||||||||||||||||||
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 | ||||||||||||||||||||
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 | |||||||||||||||||||
Inventories [Member] | |||||||||||||||||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||||||||||||||||||||
Stock-based compensation | 300 | $ 0 | 0 | ||||||||||||||||||
General and Administrative Expense [Member] | |||||||||||||||||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||||||||||||||||||||
Stock-based compensation | 31,400 | ||||||||||||||||||||
Stock-based compensation | $ 6,086 | $ 7,277 | 14,570 | 14,419 | 26,593 | $ 31,863 | $ 624 | ||||||||||||||
2016 Equity Incentive Plan [Member] | |||||||||||||||||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||||||||||||||||||||
Stock-based compensation | $ 7,200 | 7,200 | |||||||||||||||||||
2020 Awards to Founders [Member] | Common Class A [Member] | |||||||||||||||||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||||||||||||||||||||
Award granted | shares | 7,000,000 | ||||||||||||||||||||
Shares vested, Grant date fair value | $ / shares | $ 4.49 | ||||||||||||||||||||
Shares vested, Remaining privately owned, Closing period | [1] | 1 year 6 months | |||||||||||||||||||
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 | 6,000,000 | 6,000,000 | 13,100,000 | ||||||||||||||||||
Percentage of Sum of Number of Shares | 5% | ||||||||||||||||||||
Remain available for issuance | $ 20,500 | 9,100 | |||||||||||||||||||
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 | 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 | 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 | 2022 | ||||||||||||||||||||
2021 Omnibus Incentive Plan [Member] | Minimum [Member] | Common Stock [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 Omnibus Incentive Plan [Member] | Maximum [Member] | Common Stock [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 | $ 5,000 | ||||||||||||||||||||
Eligible Employees Shares Offering Period | 24 months | ||||||||||||||||||||
Discount on Shares Purchased | 15% | ||||||||||||||||||||
Shares Issued | shares | 200,000 | 200,000 | 0 | ||||||||||||||||||
Unrecognized Stock Based Compensation Expense | $ 1,500 | ||||||||||||||||||||
Cost Over Weighted Average Period | 1 year 1 month 2 days | 9 months 18 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 | 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 | 2022 | ||||||||||||||||||||
2021 Employee Stock Purchase Plan [Member] | Minimum [Member] | Common Stock [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 | ||||||||||||||||||||
2021 Employee Stock Purchase Plan [Member] | Maximum [Member] | Common Stock [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 | $ 8,200 | |||||||||||||||||||
[1]The time to event represents the estimated length of time to a merger or liquidation event. |
Stock-based Compensation - Su_2
Stock-based Compensation - Summary of Fair Value of Class A Common Stock (Details) - 2020 Awards to Founders [Member] - Common Class A [Member] | 12 Months Ended | |
Dec. 31, 2020 $ / shares | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Time to event (in years) | 4 months 17 days | [1] |
Scenario probability | 60% | [2] |
Discount for lack of marketability | 10% | [3] |
Market value per share | $ 6.62 | [4] |
Grant date fair value | $ 5.96 | |
Remaining privately owned, time to event | 1 year 6 months | [1] |
Remaining privately owned, cenario probability | 40% | [2] |
Remaining privately owned, discount for lack of marketability | 25% | [3] |
Remaining privately owned, market value per share | $ 3.04 | [4] |
Remaining privately owned, grant value per share | $ 2.28 | |
[1]The time to event represents the estimated length of time to a merger or liquidation event.[2]Scenario probability was estimated based on the Company’s merger or liquidation event assumptions on the valuation date.[3]Discount for lack of marketability related to the merger transaction scenario was utilized to account for industry-standard lock period of founders and existing employees. Benchmark study approach and securities-based approaches are utilized to estimate the discount for lack of marketability for the remaining private scenario.[4]The Company has assumed the cash purchase price for Series C preferred stock of $6.62 represents an arm’s length fair market value per share price of equity. The value of the remaining private scenario was determined based on back-solve analysis by reconciling to the Series C preferred stock purchase price. |
Stock-based Compensation - Su_3
Stock-based Compensation - Summary of stock option activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |||
Options outstanding Beginning balance, Shares | 20,326,384 | 8,546,017 | |
Options outstanding, Granted | 1,142,027 | 16,442,272 | |
Options outstanding, Exercised | (231,491) | (3,883,523) | |
Options outstanding, Forfeited | (49,394) | (736,533) | |
Options outstanding, Expired | (5,067) | (41,849) | |
Options Outstanding, Ending balance, Shares | 21,182,459 | 20,326,384 | 8,546,017 |
Unvested, Ending balance | 18,525,741 | 18,524,426 | |
Exercisable, Ending balance | 2,656,718 | 1,801,958 | |
Options outstanding Beginning balance, Shares | $ 7.52 | $ 0.85 | |
Options outstanding, Granted | 5.21 | 9.04 | |
Options Outstanding, Exercised | 0.45 | 0.5 | |
Options outstanding, Forfeited | 1.69 | 1.08 | |
Options outstanding, Expired | 6.75 | 0.52 | |
Options Outstanding, Ending balance, Shares | 7.48 | 7.52 | $ 0.85 |
Weighted- Average Exercise Price - Unvested | 8.23 | 8.17 | |
Exercisable | $ 2.26 | $ 0.78 | |
Weighted average remaining term, outstanding | 8 years 11 months 8 days | 9 years 4 months 24 days | 8 years 7 months 6 days |
Weighted average remaining term, exercised | 5 years 1 month 6 days | ||
Weighted Average Remaining Term Granted | 9 years 8 months 12 days | ||
Weighted- Average Remaining Term Unvested | 9 years 1 month 9 days | 9 years 6 months | |
Weighted Average Remaining Term, Exercisable | 7 years 9 months 3 days | 7 years 9 months 18 days | |
Outstanding aggregate intrinsic value, Beginning balance | $ 22,782,654 | $ 52,120,105 | |
Outstanding aggregate intrinsic value, Ending balance | 2,733,826 | 22,782,654 | $ 52,120,105 |
Unvested aggregate intrinsic value | 1,037,708 | 11,701,061 | |
Exercisable | $ 1,696,117 | $ 11,081,593 |
Stock-based Compensation - Su_4
Stock-based Compensation - Summary of fair value of options granted (Details) - $ / shares | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Time Based Options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Expected terms (years) | [1] | 5 days 19 hours | 6 years | 5 years 9 months 10 days | 5 years 10 months 2 days |
Expected volatility | [2] | 68.90% | 68.80% | 47.40% | 34% |
Risk-free interest rate | [3] | 1.70% | 0.98% | ||
Expected dividend rate | [4] | 0% | 0% | 0% | 0% |
Grant-date fair value | $ 3.2 | $ 5.52 | $ 1.12 | $ 0.11 | |
Time Based Options | Minimum [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Risk-free interest rate | [3] | 0.29% | 1.58% | ||
Time Based Options | Maximum [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Risk-free interest rate | [3] | 1.19% | 2.54% | ||
Performance Based Options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Expected volatility | [2] | 68.90% | |||
Risk-free interest rate | [3] | 1.31% | |||
Expected dividend rate | [4] | 0% | |||
Grant-date fair value | $ 4.66 | ||||
Performance Based Options | Minimum [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Expected terms (years) | [1] | 2 years 6 months | |||
Performance Based Options | Maximum [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Expected terms (years) | [1] | 4 years 4 months 24 days | |||
[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. |
Stock-based Compensation - Su_5
Stock-based Compensation - Summary of restricted stock units (Details) - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Outstanding, Ending balance, Shares | $ 8.23 | $ 8.17 |
RSUs [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Outstanding, beginning balance | 10,678,818 | |
Number of RSUs Outstanding Granted | 7,859,084 | 11,421,216 |
Number of RSUs Outstanding, Vested | (1,570,858) | (585,623) |
Number of RSUs Outstanding, Forfeited | (1,341,095) | (156,775) |
Outstanding, ending balance | 15,625,949 | 10,678,818 |
Weighted- Average Grant Date Fair Value Per Share, Beginning balance | $ 9.2 | $ 0 |
Grant-date fair value | 3.38 | 9.2 |
Weighted Average Grant Date Fair Value Per Share, Vested | 8.76 | 9.2 |
Weighted Average Grant Date Fair Value Per Share, Forfeited | 8.62 | 9.08 |
Weighted- Average Grant Date Fair Value Per Share, Ending balance | $ 6.36 | 9.2 |
Outstanding, Ending balance, Shares | $ 9.2 |
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 | 6 Months Ended | 12 Months Ended | |||||
Jun. 30, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Net loss attributed to common stockholders | $ (82,303) | $ (31,297) | $ (168,016) | $ (1,201,995) | $ (1,269,508) | $ (68,293) | $ (53,179) | |
Adjustment to redemption value on Convertible Preferred Stock | 1,011,726 | $ (1,011,726) | ||||||
Common Class A [Member] | ||||||||
Net loss attributed to common stockholders | (866,510) | (8,120) | (5,989) | |||||
Net Loss | (175,951) | (8,120) | (5,989) | |||||
Adjustment to redemption value on Convertible Preferred Stock | $ 0 | $ 0 | $ 0 | $ (282,587) | $ (690,559) | $ 0 | $ 0 | |
Basic weighted average common shares outstanding | 209,021,924 | 20,035,183 | 208,569,794 | 18,131,574 | 110,837,016 | 6,585,392 | 5,374,543 | |
Dilutive weighted average common shares outstanding | 209,021,924 | 20,035,183 | 208,569,794 | 18,131,574 | 110,837,016 | 6,585,392 | 5,374,543 | |
Net loss per share: | ||||||||
Basic and Diluted loss per share | $ (0.31) | $ (0.47) | $ (0.64) | $ (18.52) | $ (7.82) | $ (1.23) | $ (1.11) | |
Common Class A [Member] | Common Stock [Member] | ||||||||
Net loss attributed to common stockholders | $ (65,025) | $ (9,393) | $ (132,684) | $ (53,144) | ||||
Net loss attributed to common stockholders | $ (132,684) | $ (335,731) | ||||||
Dilutive weighted average common shares outstanding | 209,021,924 | 20,035,183 | 208,569,794 | 18,131,574 | ||||
Common Class B [Member] | ||||||||
Net loss attributed to common stockholders | $ (402,998) | $ (60,174) | $ (47,190) | |||||
Net Loss | (81,831) | (60,174) | (47,190) | |||||
Adjustment to redemption value on Convertible Preferred Stock | $ 0 | $ 0 | $ 0 | $ (729,139) | $ (321,167) | $ 0 | $ 0 | |
Basic weighted average common shares outstanding | 55,539,188 | 46,722,244 | 55,539,188 | 46,783,559 | 51,548,314 | 48,801,526 | 42,349,994 | |
Dilutive weighted average common shares outstanding | 55,539,188 | 46,722,244 | 55,539,188 | 46,783,559 | 51,548,314 | 48,801,526 | 42,349,994 | |
Net loss per share: | ||||||||
Basic and Diluted loss per share | $ (0.31) | $ (0.47) | $ (0.64) | $ (18.52) | $ (7.82) | $ (1.23) | $ (1.11) | |
Common Class B [Member] | Common Stock [Member] | ||||||||
Net loss attributed to common stockholders | $ (17,278) | $ (21,904) | $ (35,332) | $ (137,125) | ||||
Net loss attributed to common stockholders | $ (35,332) | $ (866,264) | ||||||
Dilutive weighted average common shares outstanding | 55,539,188 | 46,722,244 | 55,539,188 | 46,783,559 |
Loss per Share - Additional Inf
Loss per Share - Additional Information (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Earnings Per Share [Abstract] | ||||
Preferred dividends declared | $ 0 | $ 0 | $ 0 | $ 0 |
Loss per Share - Schedule of _2
Loss per Share - Schedule of Computation of diluted Shares Outstanding (Details) - shares | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Common Class A [Member] | |||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||||
Total | 23,724,765 | 21,807,241 | 17,989,017 | 112,097,323 | 109,435,030 |
Common Class A [Member] | RSUs [Member] | |||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||||
Total | 15,558,491 | 0 | 10,678,818 | 0 | 0 |
Common Class A [Member] | RSAs [Member] | |||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||||
Total | 0 | 0 | 62,345 | ||
Common Class A [Member] | Stock Options [Member] | |||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||||
Total | 8,166,274 | 5,993,412 | 7,310,199 | 8,546,017 | 5,821,379 |
Common Class A [Member] | Convertible Preferred Stock [Member] | |||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||||
Total | 0 | 0 | 0 | 103,070,786 | 103,070,786 |
Common Class A [Member] | Warrant [Member] | |||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||||
Total | 0 | 15,813,829 | 0 | 480,520 | 480,520 |
Common Class B [Member] | |||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||||
Total | 0 | 0 | 0 | 0 | 1,928,500 |
Common Class B [Member] | RSUs [Member] | |||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||||
Total | 0 | 0 | 0 | 0 | 0 |
Common Class B [Member] | RSAs [Member] | |||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||||
Total | 0 | 0 | 1,928,500 | ||
Common Class B [Member] | Stock Options [Member] | |||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||||
Total | 0 | 0 | 0 | 0 | 0 |
Common Class B [Member] | Convertible Preferred Stock [Member] | |||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||||
Total | 0 | 0 | 0 | 0 | 0 |
Common Class B [Member] | Warrant [Member] | |||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||||
Total | 0 | 0 | 0 | 0 | 0 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||
Nov. 09, 2021 | Jan. 28, 2021 | Nov. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Related Party Transaction [Line Items] | |||||||||||
Outstanding principal | $ 500 | $ 4,600 | $ 4,600 | ||||||||
Outstanding interest | 4,600 | 4,600 | |||||||||
Award granted | 1,142,027 | 16,442,272 | |||||||||
Value of RSUs | $ 300 | ||||||||||
Stock-based compensation | $ 29,832 | 17,777 | $ 39,743 | $ 32,202 | $ 814 | ||||||
RSUs [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Value of RSUs | $ 4,900 | 6,200 | |||||||||
Ms. Kemp [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Stock-based compensation | $ 300 | ||||||||||
Ms. Kemp [Member] | RSUs [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Award granted | 33,000 | ||||||||||
Ms. Kemp [Member] | RSUs [Member] | One Instalment [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Award vesting date | Nov. 15, 2021 | ||||||||||
A/NPC Holdings LLC | Series C Convertible Preferred Stock [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Issuance of preferred stock | 7,819,887 | ||||||||||
A/NPC Holdings LLC | Promissory Convertible Notes [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Gross proceeds | $ 10,000 | ||||||||||
Sherpa Venture Fund II LP | Series C Convertible Preferred Stock [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Issuance of preferred stock | 469,193 | 115,771 | 115,771 | ||||||||
Sherpa Venture Fund II LP | Promissory Convertible Notes [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Gross proceeds | $ 200 | $ 600 | |||||||||
Eagle Creek Capital LLC | Series C Convertible Preferred Stock [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Issuance of preferred stock | 264,928 | 264,928 | |||||||||
Eagle Creek Capital LLC | Promissory Convertible Notes [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Gross proceeds | $ 500 | ||||||||||
ANPC Holdings LLC and Sherpa Venture Fund LP | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Outstanding interest | $ 600 | ||||||||||
ANPC Holdings LLC and Sherpa Venture Fund LP | Series C Convertible Preferred Stock [Member] | |||||||||||
Related Party Transaction [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] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Shares issued price per share | $ 1.71 | ||||||||||
Outstanding principal | $ 500 | ||||||||||
Outstanding interest | $ 200 | ||||||||||
Cue Health, Inc. [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Total purchase amount | $ 200 | $ 0 | $ 600 | $ 0 | |||||||
Outstanding common stock owned by director, percentage | 10.40% | ||||||||||
Cue Health, Inc. [Member] | COVID-19 Test Cartridges [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Discount on subscription arrangement | 14% | ||||||||||
Cue Health, Inc. [Member] | COVID-19 Test Readers [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Discount on subscription arrangement | 20% |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||
Aug. 31, 2022 | Aug. 02, 2022 USD ($) shares | Jul. 28, 2022 USD ($) SQUAREFEET | Jun. 30, 2021 USD ($) | Jun. 30, 2022 | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Dec. 31, 2019 USD ($) | Mar. 08, 2022 USD ($) | |
Subsequent Event [Line Items] | |||||||||
Subsequent Event, Description | On July 8, 2022, the plaintiffs voluntarily dismissed their stockholder derivative suit 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 dismissal was without prejudice to plaintiffs’ right to re-file the lawsuit in the Court of Chancery of the State of Delaware. | ||||||||
Newly issued shares, value | $ 406,869 | $ 406,869 | |||||||
Undiscounted base rent payments | $ 600 | $ 800 | |||||||
Lease term | 36 months | ||||||||
Number of manufacturing facility | SQUAREFEET | 60,000 | ||||||||
B. Riley Principal Capital II, LLC [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
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 Principal Capital’s obligation to purchase the Shares of Class A Common Stock set forth in the Purchase Agreement, including that a registration statement registering the resale by B. Riley Principal Capital of the Class A Common Stock under the Securities Act that may be sold to B. Riley Principal Capital 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. | ||||||||
Common Class A [Member] | B. Riley Principal Capital II, LLC [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Outstanding shares, percentage | 4.99% | ||||||||
Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Retention defense claim | $ 20,000 | ||||||||
Subsequent Event, Date | Jul. 08, 2022 | ||||||||
Irrecoverable letter of credit | $ 300 | ||||||||
Percentage of management fees | 5% | ||||||||
Percentage of base rent | 4% | ||||||||
Undiscounted base rent payments | $ 1,800 | ||||||||
Subsequent Event [Member] | Common Class A [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Percentage of Weighted Average Price of Common Stock | 97% | ||||||||
Subsequent Event [Member] | Common Class A [Member] | B. Riley Principal Capital II, LLC [Member] | Purchase Agreement And Registration Rights Agreement [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Newly issued shares | shares | 359,098 | ||||||||
Newly issued shares, value | $ 100,000,000 | ||||||||
Subsequent Event [Member] | Class A And Class B Common Stock [Member] | B. Riley Principal Capital II, LLC [Member] | Purchase Agreement And Registration Rights Agreement [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Newly issued shares | shares | 53,059,650 | ||||||||
Number of shares, percentage | 19.99% |