Cover Page
Cover Page | 12 Months Ended |
Dec. 31, 2023 | |
Document Information [Line Items] | |
Document Type | PRER14C |
Amendment Flag | false |
Entity Central Index Key | 0001814329 |
Entity Registrant Name | Astra Space, Inc. |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | |
Current assets: | |||
Cash and cash equivalents | $ 3,949 | $ 33,644 | |
Restricted cash | 1,500 | 0 | |
Marketable securities | 0 | 69,173 | |
Trade accounts receivable | 1,444 | 5,327 | |
Inventories | 15,375 | 4,142 | |
Prepaid and other current assets | 9,181 | 13,496 | |
Total current assets | 31,449 | 125,782 | |
Non-current assets: | |||
Property, plant and equipment, net | 26,852 | 24,271 | |
Right-of-use asset | 9,433 | 12,813 | |
Intangible assets, net | 7,886 | 10,132 | |
Other non-current assets | 1,800 | 1,701 | |
Total assets | 77,420 | 174,699 | |
Current liabilities: | |||
Accounts payable | 4,798 | 1,799 | |
Operating lease obligation, current portion | 3,802 | 3,800 | |
Contingent consideration | 0 | 33,900 | |
Contract liabilities, current portion | 26,951 | 24,137 | |
Accrued expenses and other current liabilities | 13,651 | 17,906 | |
Warrants to purchase common stock | [1],[2] | 18,554 | 0 |
Senior Secured Convertible Notes - current | [3],[4] | 63,520 | 0 |
Total current liabilities | 131,276 | 81,542 | |
Non-current liabilities: | |||
Operating lease obligation, net of current portion | 6,056 | 9,051 | |
Contract liabilities, net of current portion | 13,416 | 0 | |
Other non-current liabilities | 2,111 | 1,796 | |
Total liabilities | 152,859 | 92,389 | |
Commitments and Contingencies (Note 9) | |||
STOCKHOLDERS' (DEFICIT) EQUITY | |||
Additional paid in capital | 1,922,730 | 1,902,213 | |
Accumulated other comprehensive loss | 0 | (110) | |
Accumulated deficit | (1,998,197) | (1,819,821) | |
Total stockholders' (deficit) equity | (75,439) | 82,310 | |
Total liabilities and stockholders' (deficit) equity | 77,420 | 174,699 | |
Preferred Stock [Member] | |||
STOCKHOLDERS' (DEFICIT) EQUITY | |||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding as of December 31, 2023 and 2022 | 0 | 0 | |
Common Class A [Member] | |||
STOCKHOLDERS' (DEFICIT) EQUITY | |||
Common stock Value | 22 | 22 | |
Common Class B [Member] | |||
STOCKHOLDERS' (DEFICIT) EQUITY | |||
Common stock Value | $ 6 | $ 6 | |
[1]Warrants to purchase common stock includes Company Warrants issued to a related party in conjunction with the Convertible Notes issued November 21, 2023. As of December 31, 2023, the fair value of the Company Warrants was $2.2 million.[2]Warrants to purchase common stock includes Company Warrants issued to our Chief Executive Officer (the “CEO”) and our Chief Technology Officer (the “CTO”) in conjunction with the Convertible Notes issued November 21, 2023. As of December 31, 2023, the fair values of the CEO’s and CTO’s Company Warrants were $1.8 million and $0.9 million, respectively.[3]A related party held Convertible Notes with a fair value of $5.1 million as of December 31, 2023.[4]The CEO and CTO hold Convertible Notes whose fair values were $7.1 million and $3.6 million, respectively as of December 31, 2023. |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | |
Preferred stock, shares outstanding | 0 | ||
Common stock, shares authorized | 466,000,000 | ||
Fair value of warrants | [1] | $ 18,554,494 | |
ACME II [Member] | |||
Fair value of warrants | 2,200 | ||
Fair value of senior secured convertible notes | 5,100 | ||
Chief Executive Officer [Member] | |||
Fair value of warrants | 1,800 | ||
Fair value of senior secured convertible notes | 7,100 | ||
Chief Technology Officer [Member] | |||
Fair value of warrants | 900 | ||
Fair value of senior secured convertible notes | $ 3,600 | ||
Preferred Stock [Member] | |||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | |
Preferred stock, shares issued | 0 | 0 | |
Preferred stock, shares outstanding | 0 | 0 | |
Common Class A [Member] | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | |
Common stock, shares authorized | 400,000,000 | 400,000,000 | |
Common stock, shares issued | 18,885,500 | 14,246,498 | |
Common stock, shares outstanding | 18,885,500 | 14,246,498 | |
Common Class B [Member] | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | |
Common stock, shares authorized | 65,000,000 | 65,000,000 | |
Common stock, shares issued | 3,702,613 | 3,702,613 | |
Common stock, shares outstanding | 3,702,613 | 3,702,613 | |
[1]Represents the fair value of the Convertible Notes, Company Warrants and Original Warrants as of December 31, 2023, based on the accounting treatment elected by the Company. This does not reflect actual cash value delivered to any holder of the Convertible Notes, including the Kemp Trust and Dr. London. The valuation of such instruments is subject to change, predominantly driven by changes in the market price of a share of the Company’s Class A Common Stock. See the sections entitled Warrants to Purchase Class A Common Stock and Fair Value Option of Accounting in Note 1 — Description of Business, Basis of Presentation and Significant Accounting Policies as well as Note 5 — Fair Value Measurements in these consolidated financial statements. |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | ||
Revenue | $ 3,874 | $ 9,370 | |
Cost of Revenue | 1,812 | 29,530 | |
Gross profit (loss) | 2,062 | (20,160) | |
Operating expenses: | |||
Research and development | [1] | 95,408 | 140,666 |
Sales and marketing | 5,607 | 17,401 | |
General and administrative | [1],[2] | 46,422 | 85,285 |
Impairment expense | 0 | 76,889 | |
Goodwill impairment | 0 | 58,251 | |
(Gain) loss on change in fair value of contingent consideration | (23,900) | 20,200 | |
Total operating expenses | 123,537 | 398,692 | |
Operating loss | (121,475) | (418,852) | |
Interest income | 1,962 | 1,748 | |
Interest expense | (3,619) | 0 | |
Other income (expense), net | 2,118 | 5,666 | |
Loss on change in fair value of Convertible Notes | [3] | (21,960) | 0 |
Loss on change in fair value of warrants | [4],[5] | (6,529) | 0 |
Loss on extinguishment of debt | (28,873) | 0 | |
Loss before taxes | (178,376) | (411,438) | |
Income tax provision | 0 | 0 | |
Net loss | (178,376) | (411,438) | |
Launch Services [Member] | |||
Revenue | 0 | 5,899 | |
Cost of Revenue | 0 | 28,193 | |
Gross profit (loss) | 0 | (22,294) | |
Space Products [Member] | |||
Revenue | 3,874 | 3,471 | |
Cost of Revenue | 1,812 | 1,337 | |
Gross profit (loss) | $ 2,062 | $ 2,134 | |
Common Class A [Member] | |||
Earnings Per Share [Abstract] | |||
Earnings Per Share Basic | $ (9.28) | $ (23.23) | |
Earnings Per Share Diluted | $ (9.28) | $ (23.23) | |
Dilutive weighted average common shares outstanding | 15,521,073 | 14,011,861 | |
Basic weighted average common shares outstanding | 15,521,073 | 14,011,861 | |
Common Class B [Member] | |||
Earnings Per Share [Abstract] | |||
Earnings Per Share Basic | $ (9.28) | $ (23.23) | |
Earnings Per Share Diluted | $ (9.28) | $ (23.23) | |
Dilutive weighted average common shares outstanding | 3,702,613 | 3,702,613 | |
Basic weighted average common shares outstanding | 3,702,613 | 3,702,613 | |
[1]The Company recognized compensation expense of $3.7 million and $1.9 million in General and administrative and Research and development, respectively, representing the excess of the fair value of the Convertible Notes and Company Warrants issued to our CEO and CTO, respectively, over the cash consideration paid for the Convertible Notes and Company Warrants.[2]The Company made purchases of $1.0 million from a related party during the year ended December 31, 2022.[3]The Company incurred losses on changes in fair value of the Convertible Notes held by the CEO and CTO of $2.5 million and $1.2 million, respectively.[4]The CEO and CTO hold Convertible Notes whose fair values were $7.1 million and $3.6 million, respectively as of December 31, 2023. The Company incurred losses on changes in fair value of the Convertible Notes held by the CEO and CTO of $2.5 million and $1.2 million respectively.[5]The Company incurred losses on change in fair value of Company Warrants held by the CEO and CTO of $0.6 million and $0.3 million, respectively. |
Consolidated Statements of Op_2
Consolidated Statements of Operations (Parenthetical) | 12 Months Ended | |
Dec. 31, 2023 USD ($) | ||
Loss on change in fair value of Convertible Notes | $ 21,960,000 | [1] |
Cue Health, Inc. [Member] | ||
Purcahses made from related party | 0 | |
Chief Executive Officer [Member] | ||
Loss on change in fair value of Convertible Notes | 2,500,000 | |
Loss on change in fair value of company warrants | 600,000 | |
Compensation expense | 3,700,000 | |
Chief Executive Officer [Member] | General and Administrative [Member] | ||
Compensation expense | 3,700,000 | |
Chief Executive Officer [Member] | Senior Secured Convertible Notes [Member] | ||
Loss on change in fair value of Convertible Notes | 2,500,000 | |
Chief Technology Officer [Member] | ||
Loss on change in fair value of Convertible Notes | 1,200,000 | |
Loss on change in fair value of company warrants | 300,000 | |
Compensation expense | 1,900,000 | |
Chief Technology Officer [Member] | Research and Development [Member] | ||
Compensation expense | 1,900,000 | |
Chief Technology Officer [Member] | Senior Secured Convertible Notes [Member] | ||
Loss on change in fair value of Convertible Notes | $ 1,200,000 | |
[1]The Company incurred losses on changes in fair value of the Convertible Notes held by the CEO and CTO of $2.5 million and $1.2 million, respectively. |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Statement of Other Comprehensive Income [Abstract] | ||
Net loss | $ (178,376) | $ (411,438) |
Other comprehensive loss: | ||
Unrealized gain (loss) on available-for-sale marketable securities | 110 | (110) |
Total comprehensive loss | $ (178,266) | $ (411,548) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' (Deficit) Equity - USD ($) $ in Thousands | Total | Common Class A [Member] | Common Class B [Member] | Common Stock [Member] Common Class A [Member] | Common Stock [Member] Common Class B [Member] | Additional Paid in Capital [Member] | Accumulated Other Comprehensive loss [Member] | Accumulated Deficit [Member] |
Beginning Balance at Dec. 31, 2021 | $ 436,520 | $ 22 | $ 6 | $ 1,844,875 | $ (1,408,383) | |||
Beginning Balance (in shares) at Dec. 31, 2021 | 13,830,074 | 3,702,613 | 13,830,074 | 3,702,613 | ||||
Stock-based compensation | 55,904 | 55,904 | ||||||
Issuance Of Common Stock Under Equity Plans, Shares | 392,484 | |||||||
Issuance Of Common Stock Under Equity Plans | 1,434 | 1,434 | ||||||
Issuance of common stock shares | 23,940 | |||||||
Unrealized gain (loss) on available-for-sale marketable securities | (110) | $ (110) | ||||||
Net loss | (411,438) | (411,438) | ||||||
Ending Balance at Dec. 31, 2022 | 82,310 | $ 22 | $ 6 | 1,902,213 | (110) | (1,819,821) | ||
Ending Balance (in shares) at Dec. 31, 2022 | 14,246,498 | 3,702,613 | 14,246,498 | 3,702,613 | ||||
Stock-based compensation | 11,574 | 11,574 | ||||||
Issuance Of Common Stock Under Equity Plans, Shares | 390,086 | |||||||
Issuance Of Common Stock Under Equity Plans | 727 | 727 | ||||||
Reverse stock split rounding adjustment | 90,533 | |||||||
Warrants to purchase common stock | 13 | 13 | ||||||
Issuance of Class A shares, net of costs - ATM, Shares | 449,863 | |||||||
Issuance of Class A shares, net of costs - ATM | 1,070 | 1,070 | ||||||
Issuance of common stock in settlement of contingent consideration | 7,133 | 7,133 | ||||||
Issuance of common stock shares | 3,708,520 | |||||||
Unrealized gain (loss) on available-for-sale marketable securities | 110 | $ 110 | ||||||
Net loss | (178,376) | (178,376) | ||||||
Ending Balance at Dec. 31, 2023 | $ (75,439) | $ 22 | $ 6 | $ 1,922,730 | $ (1,998,197) | |||
Ending Balance (in shares) at Dec. 31, 2023 | 18,885,500 | 3,702,613 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | ||
Cash flows from operating activities: | |||
Net loss | $ (178,376) | $ (411,438) | |
Adjustments to reconcile net loss to cash flows used in operating activities | |||
Stock-based compensation | 11,574 | 55,904 | |
Impairment expense | 0 | 76,889 | |
Goodwill impairment | 0 | 58,251 | |
Depreciation | 4,069 | 10,368 | |
Amortization of intangible assets | 2,247 | 2,960 | |
Inventory write-downs | 0 | 18,828 | |
Non-cash lease expense | 3,380 | 3,467 | |
Discount accretion on Original Note | 4,448 | 0 | |
(Gain) loss on change in fair value of contingent consideration | (23,900) | 20,200 | |
Gain on settlement of contingent consideration | (316) | 0 | |
Loss on extinguishment of debt | 28,873 | 0 | |
Loss on change in fair value of Convertible Notes | [1] | 21,960 | 0 |
Loss on change in fair value of warrant liabilities | [2],[3] | 6,529 | 0 |
Compensation for excess of fair value of convertible notes over Founder's contributions | [4] | 5,571 | |
Accretion (Amortization) of marketable securities purchased at a premium (discount) | (716) | (421) | |
Loss on marketable securities | 5 | 24 | |
Trade accounts receivable | 3,881 | (3,511) | |
Inventories | (11,232) | (17,093) | |
Prepaid and other current assets | 4,315 | 538 | |
Other non-current assets | (100) | (980) | |
Accounts payable | 5,347 | (4,186) | |
Lease liabilities | (2,992) | (3,233) | |
Accrued expenses and other current liabilities | (4,379) | (3,971) | |
Contract liabilities | 16,229 | 0 | |
Other non-current liabilities | 315 | 21,966 | |
Net cash used in operating activities | (103,268) | (175,438) | |
Cash flows from investing activities: | |||
Acquisition of trademark | 0 | (850) | |
Purchases of marketable securities | 0 | (157,837) | |
Proceeds from sales of marketable securities | 8,984 | 7,700 | |
Proceeds from maturities of marketable securities | 61,010 | 81,251 | |
Purchases of property, plant and equipment | (8,874) | (47,623) | |
Net cash provided by (used in) investing activities | 61,120 | (117,359) | |
Cash flows from financing activities: | |||
Proceeds from issuance of Original Note, net of discount | 12,125 | 0 | |
Repayments of Original Note | (4,500) | 0 | |
Third-party issuance costs related to Original Note | (1,355) | 0 | |
Proceeds from issuance of Bridge Financing | 4,475 | 0 | |
Proceeds from issuance of Founders Notes | 3,000 | 0 | |
Proceeds from issuance of warrants to purchase common stock | 962 | 0 | |
Proceeds from issuance of common stock under equity award and purchase plans | 727 | 1,434 | |
Payment of contingent consideration related to acquisitions | (2,551) | 0 | |
Issuance of Class A common stock, net of costs - ATM | 1,070 | 0 | |
Net cash provided by financing activities | 13,953 | 1,434 | |
Net decrease in cash and cash equivalents | (28,195) | (291,363) | |
Cash and cash equivalents and restricted cash at beginning of period | 33,644 | 325,007 | |
Cash and cash equivalents and restricted cash at end of period | 5,449 | 33,644 | |
Non-cash investing and financing activities: | |||
Right-of-use assets obtained in exchange for operating leases liabilities | 1,313 | 0 | |
Assets acquired included in accounts payable, accrued expenses and other current liabilities | 1,129 | 1,893 | |
Warrants to purchase common stock in conjunction with issuance of Original Note | (6,005) | 0 | |
Warrants to purchase common stock in conjunction with issuance of Senior Secured Convertible Notes | 5,070 | 0 | |
Issuance of Class A common stock upon settlement of contingent consideration | 7,133 | 0 | |
Supplemental disclosures of cash flow information: | |||
Cash paid for interest and penalties on Original Notes | $ 774 | $ 15 | |
[1]Warrants to purchase common stock includes Company Warrants issued to our CEO and our CTO in conjunction with the Convertible Notes issued November 21, 2023. As of December 31, 2023, the fair value of these Company Warrants was $1.8 million and $0.9 million, respectively. The Company incurred losses on change in fair value of Company Warrants held by the CEO and CTO of $0.6 million and $0.3 million, respectively.[2]The CEO and CTO hold Convertible Notes whose fair values were $7.1 million and $3.6 million, respectively as of December 31, 2023. The Company incurred losses on changes in fair value of the Convertible Notes held by the CEO and CTO of $2.5 million and $1.2 million respectively.[3]The Company incurred losses on change in fair value of Company Warrants held by the CEO and CTO of $0.6 million and $0.3 million, respectively.[4]The Company recognized compensation expense of $3.7 million and $1.9 million representing the excess of the fair value of the Convertible Notes and Company Warrants issued to our CEO and CTO, respectively, over the cash consideration paid for the Convertible Notes and Company Warrants. |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Parenthetical) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 USD ($) | ||
Fair Value of Warrants | $ 18,554,494 | [1] |
Fair value of convertible notes | 63,520,000 | [1] |
Loss on change in fair value of Convertible Notes | (21,960) | [2] |
Chief Executive Officer [Member] | ||
Fair Value of Warrants | 1,800 | |
Fair value of convertible notes | 7,100 | |
Loss on change in fair value of Convertible Notes | (2,500) | |
Loss on change in fair value of company warrants | 600 | |
Compensation expense | 3,700 | |
Chief Technology Officer [Member] | ||
Fair Value of Warrants | 900 | |
Fair value of convertible notes | 3,600 | |
Loss on change in fair value of Convertible Notes | (1,200) | |
Loss on change in fair value of company warrants | 300 | |
Compensation expense | 1,900 | |
Senior Secured Convertible Notes [Member] | Chief Executive Officer [Member] | ||
Fair Value of Warrants | 1,800 | |
Loss on change in fair value of Convertible Notes | (2,500) | |
Senior Secured Convertible Notes [Member] | Chief Technology Officer [Member] | ||
Fair Value of Warrants | 900 | |
Loss on change in fair value of Convertible Notes | $ (1,200) | |
[1]Represents the fair value of the Convertible Notes, Company Warrants and Original Warrants as of December 31, 2023, based on the accounting treatment elected by the Company. This does not reflect actual cash value delivered to any holder of the Convertible Notes, including the Kemp Trust and Dr. London. The valuation of such instruments is subject to change, predominantly driven by changes in the market price of a share of the Company’s Class A Common Stock. See the sections entitled Warrants to Purchase Class A Common Stock and Fair Value Option of Accounting in Note 1 — Description of Business, Basis of Presentation and Significant Accounting Policies as well as Note 5 — Fair Value Measurements in these consolidated financial statements.[2]The Company incurred losses on changes in fair value of the Convertible Notes held by the CEO and CTO of $2.5 million and $1.2 million, respectively. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Pay vs Performance Disclosure | ||
Net Income (Loss) | $ (178,376) | $ (411,438) |
Description of Business, Basis
Description of Business, Basis of Presentation and Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
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 Astra Space, Inc. (the “Company” or “Astra”) 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 observations, precision weather monitoring, navigation, and surveillance capabilities. The Company’s mission is to Improve Life on Earth from Space ® ® Basis of Presentation and Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly owned 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. All significant intercompany balances and transactions have been eliminated in consolidation. Reclassification Certain prior period amounts have been reclassified to conform to the current period presentation. The impact of these reclassifications was not material to the consolidated financial statements for the periods presented. Merger Agreement On March 7, 2024, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Apogee Parent Inc. (“Parent”) and Apogee Merger Sub Inc. (“Merger Sub”) pursuant to which Merger Sub will merger with and into the Company, with the Company as the surviving corporation. The Merger Agreement was approved by stockholders holding the requisite voting power on March 7, 2024 and is expected to close during the second quarter of 2024. Once completed, the Company will no longer be a public company and is expected to delist from Nasdaq. See Note 15 — Subsequent Events Reverse Stock Split On July 6, 2023, the board of directors of the Company (the “Board”) approved an amendment to the Company’s Second Amended and Restated Certificate of Incorporation to effect (a) a 1-for-15 1-for-15 1-for-5 1-for-15 On September 12, 2023, the Company amended its existing Second Amended and Restated Certificate of Incorporation (the “Prior Certificate”), to implement the Reverse Stock Split by filing the Certificate of Amendment to Second Amended and Restated Certificate of Incorporation (the “Amendment”) with the Secretary of State of the State of Delaware. The Amendment became effective at 4:01 PM Eastern Time on September 13, 2023 (the “Effective Time”), thereby giving effect to the Reverse Stock Split. The Prior Certificate was further amended, as of the Effective Time, to clarify that the Company will round up to the nearest whole shares for treatment of any fractional shares of Common Stock in connection with the Reverse Stock Split. The par value of the Company’s Common Stock and the number of authorized shares of the Common Stock were not affected by the Reverse Stock Split. The Class A Common Stock began trading on a Reverse Stock Split-adjusted basis on the Nasdaq Capital Market at the opening of trading on September 14, 2023. The trading symbol for the Class A Common Stock remained “ASTR”. The Class A Common Stock was assigned a new CUSIP number (04634X202) following the Reverse Stock Split. Unless otherwise noted, share numbers and per share amounts in these consolidated audited financial statements reflect the Reverse Stock Split. Impact of the Reverse Stock Split The impacts of the Reverse Stock Split were applied retroactively for all periods presented in accordance with applicable guidance. Therefore, prior period amounts are different than those previously reported. Certain amounts within the following tables may not foot due to rounding. December 31, 2022 December 31, 2021 As Previously Impact of As Adjusted As Previously Impact of As Adjusted Class A common stock 213,697,468 (199,450,970 ) 14,246,498 207,451,107 (193,621,033 ) 13,830,074 Class B common stock 55,539,188 (51,836,575 ) 3,702,613 55,539,189 (51,836,576 ) 3,702,613 The following table illustrates changes in loss per share and weighted average shares outstanding, as previously reported prior to, and as adjusted subsequent to, the impact of the Reverse Stock Split retroactively adjusted for the periods presented: Year Ended December 31, 2022 As Previously Impact of As Adjusted Class A common stock: Weighted average shares outstanding - basic and diluted 210,177,911 (196,166,050 ) 14,011,861 Loss per share - basic and diluted $ (1.55 ) $ (21.68 ) $ (23.23 ) Class B common stock: Weighted average shares outstanding - basic and diluted 55,539,188 (51,836,575 ) 3,702,613 Loss per share - basic and diluted $ (1.55 ) $ (21.68 ) $ (23.23 ) The following outstanding stock options and restricted stock units exercisable or issuable into shares of Class A Common Stock were not included in the computation of diluted shares outstanding because the effect would be anti-dilutive: December 31, 2022 As Impact of As Stock options 6,486,468 (6,054,037 ) 432,431 Restricted stock units 16,121,844 (15,047,054 ) 1,074,790 Total antidilutive shares excluded from loss per share - diluted 22,608,312 (21,101,091 ) 1,507,221 Restricted stock awards were adjusted retroactively to give effect to the Reverse Stock Split for the year ended December 31, 2022: As Previously Reported Impact of Reverse Stock Split As Adjusted No. of Weighted- Exercise Price No. of Weighted- Exercise Price No. of Weighted- Exercise Price Outstanding - December 31, 2021 10,678,818 $ 9.20 (9,966,896 ) $ 128.80 711,922 $ 138.00 Granted 17,337,752 2.12 (16,181,901 ) 29.68 1,155,851 31.80 Vested (4,640,946 ) 8.24 4,331,549 115.36 (309,397 ) 123.60 Forfeited (7,253,780 ) 5.82 6,770,194 81.48 (483,586 ) 87.30 Outstanding - December 31, 2022 16,121,844 $ 3.35 (15,047,054 ) $ 46.90 1,074,790 $ 50.25 Stock options were adjusted retroactively to give effect to the Reverse Stock Split for the year ended December 31, 2022: As Previously Reported Impact of Reverse Stock Split As Adjusted No. of Weighted- No. of Weighted- No. of Weighted- Outstanding - December 31, 2021 20,326,384 $ 7.52 (18,971,291 ) $ 105.28 1,355,093 $ 112.80 Granted 1,992,027 3.22 (1,859,225 ) 45.08 132,802 48.30 Exercised (786,703 ) 0.45 734,256 6.30 (52,447 ) 6.75 Forfeited (4,536,520 ) 8.19 4,234,085 114.66 (302,435 ) 122.85 Expired (746,587 ) 8.02 696,815 112.28 (49,772 ) 120.30 Outstanding - December 31, 2022 16,248,601 $ 7.11 (15,165,360 ) $ 99.54 1,083,241 $ 106.65 Liquidity The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. The going concern basis of presentation assumes that the Company will continue in operation one year after the date these consolidated financial statements are issued and will be able to realize its assets and discharge its liabilities and commitments in the normal course of business. Pursuant to the requirements of ASC Topic 205-40, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern The Company evaluated whether there are any conditions and events, considered in the aggregate, that raise substantial doubt about its ability to continue as a going concern for one year from the date these audited consolidated financial statements are issued. Since inception, the Company has incurred significant operating losses and has an accumulated deficit of approximately $ 2.0 billion existing sources of liquidity included cash and cash equivalents of $3.9 million. The Company believes that its current level of cash and cash equivalents is not sufficient to fund commercial scale production and sale of its services and products. Since December 31, 2023, the Company has raised gross proceeds of approximately $13.9 million through the sale of Convertible Notes and the sale of Common Stock Purchase Warrants (the “Company Warrants”), exercisable into 5,627,290 shares of the Company’s Class A Common Stock. See Note 15 — Subsequent Events To proceed with the Company’s business plan and continue the Company’s business operations, the Company will need to raise substantial additional funds through the issuance of additional debt, equity or both. Under the terms of the Merger Agreement, the Company is restricted from incurring new debt or issuing equity except through the offer and sale of the Convertible Notes and Company Warrants. See Note 7 — Long-Term Debt and Warrants Note 15 — Subsequent Events Note 15 — Subsequent Events In an effort to alleviate these conditions, the Company continues to seek and evaluate additional opportunities to raise additional capital through the issuance of equity or debt securities. There can be no assurance that the Company will be able to obtain the needed financing on acceptable terms or at all. Further, the Merger Agreement prohibits the Company from issuing Convertible Notes or Company Warrants to any person prior to the consummation of the Merger unless (i) such person becomes a noteholder under the Noteholder Conversion Agreement or a holder under the Warrant Exchange Agreement, respectively, by executing a joinder agreement substantially in the form attached to such agreement and delivering the same to each of Merger Sub and Parent and (ii) holders of a majority in interest of the Convertible Notes or Warrants, as applicable, then outstanding consent to such issuance and joinder, all of which may affect the Company’s ability to raise additional funds from the sale of its Convertible Notes and Company Warrants. As a result of these uncertainties, and notwithstanding management’s plans and efforts to date, there is substantial doubt about the Company’s ability to continue as a going concern for a period of at least one year from the date of issuance of these consolidated financial statements. If the Company is unable to raise substantial additional capital in the near term and as necessary to continue the Company’s business operations prior to a closing of the Merger, the Company’s operations and production plans will be further scaled back or curtailed or cease entirely and the Company may not realize any significant value from its assets and may be required to file a Chapter 7 Liquidation. The Company has, however, prepared these consolidated financial statements on a going concern basis, assuming that the Company’s financial resources will be sufficient to meet its capital needs over the next twelve months. Accordingly, the Company’s financial statements do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should it be unable to continue in operation in the next twelve months. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash and cash equivalents, and accounts receivable. The Company maintains cash and cash equivalent balances in bank accounts with multiple banking partners. All cash accounts are located in the United States (“U.S.”) and insured by the FDIC up to $250,000. The Company’s accounts receivable are derived from revenue earned from customers or invoices billed to customer that are unconditional right to payment. Our customers are located within the U.S. The Company mitigates collection risks from its customers by performing regular credit evaluations of the financial condition of its customers. The Company believes there is no material exposure to any significant credit risks related to its cash and cash equivalents or accounts receivable and has not experienced any material losses in such accounts. The following customers accounted for greater than 10% of the Company’s trade accounts receivable as of the date reflected: December 31, December 31, Customer 1 92.4 % — Customer 2 — 53.3 % Customer 3 — 21.7 % Customer 4 — 20.8 % For the years ended December 31, 2023 and 2022, the following customers accounted for greater than 10% of the Company’s total revenues: Year Ended 2023 2022 Customer 5 50.4 % — Customer 6 49.6 % — Customer 7 — 59.2 % Customer 8 — 37.0% Use of Estimates and Judgments 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 n, fair value 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. The Company has two operating and reportable segments: Launch Services and Space Products. The segment reporting for prior periods were recast to conform to the current period presentation. See Note 13 – Segment Information Cash and Cash Equivalents The Company considers 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 freely available cash deposited with banks and invested in money market accounts. The Company determines the appropriate classification of our cash and cash equivalents at the time of purchase. The Company does not include any amounts subject to restrictions as part of cash equivalents. Restricted Cash Restricted cash consists of cash that is being held in a segregated account as collateral for the Company’s payment and performance obligations under Convertible Notes and may only be disbursed with the consent of holders of a majority-in-interest Note 7 — Long Term Debt and Warrants Marketable Securities Marketable securities may consist of U.S. Treasury securities, corporate debt securities, commercial paper, and asset backed securities. The Company classifies marketable securities as available-for-sale 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. The Company had no reserve for expected credit losses as of December 31, 2023 and 2022. No accounts were written off during the years ended December 31, 2023 and 2022. Inventories Inventories consist of materials expected to be used for customer-specific contracts, or for future contracts. Costs include direct material, direct labor, shipping costs, 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 was not material for the years ended December 31, 2023 and 2022. 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 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 as of October 1 of each year (or more frequently if impairment indicators arise) for impairment. To review for impairment, the Company first assesses qualitative factors to determine whether events or circumstances lead to a determination that it is more likely than not that the fair value of a 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 determined that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, no further assessment is performed. If the Company determines that it is more like Note 4 – Goodwill and Intangible Assets. Long-lived and Intangible 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 assets are capitalized at fair value and assessed for impairment thereafter. Long-lived assets are reviewed for impairment 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 the Company considers 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. Long-lived asset recoverability is measured by comparing the carrying amount of the asset group with its estimated future undiscounted pre-tax Note 3 – Supplemental Financial Information Leases 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. 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 6 — Leases. Fair Value Measurements According to ASC Topic 820, Fair Value Measurements and Disclosures 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 lit tle or n Entities are permitted to choose to measure certain financial instruments and other items at fair value. Warrants to Purchase Class A Common Stock 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 For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and at each reporting period thereafter. The valuation of such instruments is subject to change predominantly driven by changes in the market price of a share of the Company’s Class A Common Stock. Changes in the estimated fair value of the warrants are recognized as a non-cash The Company also has issued an immaterial numbe r of war Note 7 — Long-Term Debt and Warrants Fair Value Option of Accounting When financial instruments contain various embedded derivatives which may require bifurcation and separate accounting of those derivatives apart from the entire host instrument, if eligible, ASC 825, Financial Instruments may be elected on an instrument-by-instrument Based on the eligibility assessment discussed above, the Company determined that the Convertible Notes were eligible for the FVO and accordingly elected the FVO for the Convertible Notes. This election was made because of operational efficiencies in valuing and reporting for these debt instruments in their entirety at each reporting date. The Convertible Notes contain a number of embedded derivatives, such as payment-in-kind pens Note 7 — Long- Term Debt and Warrants Debt issuance costs Debt issuance costs incurred to obtain debt financings are deferred and are amortized over the term of the debt using the effective interest method for all debt financings in which the fair value option has not been elected. Debt issuance costs on debt financings in which the fair value option is not elected are recorded as a reduction to the carrying value of the debt and are amortized to interest expense or interest expense, as applicable, in the consolidated statements of operations. For any debt financing in which the Company has elected the fair value option, any debt issuance costs associated with the debt financing are immediately recognized in interest expense in the consolidated statements of operations and are not deferred See Note 1 — — Long-term Debt and Warrants Revenue Recognition 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. The Company expects to generate revenue by providing the following services and products: Launch Services Space Products in-space ® As of December 31, 2023, the Company has entered into contracts for Launch Services and Space Products. The Company’s contracts may provide customers with termination for convenience clauses, which may or may not include termination penalties. In some contracts for Launch Services as well as Space Products, the size of the contractual termination penalty increases closer to the scheduled launch date. Some of the Company’s Space Products contracts include license rights that become effective should the Company be unable to perform under the contract and authorizes the customer to make, or have made, the Space Products that are the subject matter of the contract. 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 — Launch System 2. As a result, the Company discontinued the production of launch vehicles supported by Launch System 1 and did not conduct any further commercial launches in 2022 or 2023. Following this decision in July 2022, the Company began discussions with customers for whom it agreed to launch payloads on launch vehicles supported by Launch System 1 and the shift of those flights to launch vehicles supported by its new Launch System 2. If a customer terminates its contract with the Company due to the shifting of the flights, the customer may not be obligated to pay the termination for convenience penalties. As of December 31, 2023, the Company has not received any termination penalties in Launch Services as a result of the rescheduling of launches. The Company issued one refund of $0.3 million during 2023 for a Launch Services program. Revenue for Launch Services and Space Products is recognized at a point in time when the Company has performed the promised services or, in the case of products, the later of delivery or customer acceptance, if such Typical Contractual Arrangements The Company provides its services based upon a combination of a statement of work (“SOW”) and an executed contract detailing the general terms and conditions. Services are generally 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, other than the Astra Spacecraft Propulsion Kit. 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 each propulsion system represents a distinct performance obligation. A contract for the Astra Spacecraft Propulsion Kit generally requires the Company to provide the four subsystems of the Astra Spacecraft Engine ® 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 of Space Products, the Company accounts for each launch or unit of Space Products as a separate performance obligation, because the customer can benefit from each launch or unit of Space Products on its own or with other readily available resources and the launch or unit is separately identifiable. The transaction price is allocated to each performance obligation on an estimated relative standalone selling price basis. The Company’s process to estimate standalone selling prices involves management’s judgment and considers multiple factors such as prices charged for similar goods and services and the Company’s ongoing pricing strategy and policies. Costs to obtain a contract The Company recognizes an asset for the incremental costs of obtaining a contract with a customer. These costs are ascribed to or allocated to the underlying performance obligations in the contract and amortized consistent with the recognition timing of the revenue for the underlying performance obligations. During the years ended December 31, 2023 and 2022, the Company did not recognize any expenses related to contract costs. The Company had no assets related to costs to obtain contracts as of December 31, 2023 and 2022. 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 components In certain arrangements, the Company may receive payment from a customer either before or after the performance obligation has been satisfied. Depending on the expected timing difference between the payment and satisfaction of performance obligations, the Company assesses whether a significant financing component exists. Research and Development ( “ R&D ” ) 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. R&D 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. R&D costs are expensed as incurred. For the years ended December 31, 2023 and 2022, the Company expensed research and development costs of $95.4 million and $140.7 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 the Company’s Class A Common Stock on the date of grant. The Company recognizes compensation expense for time-based stock options and shares issued in connection with the 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 perfor |
Revenues
Revenues | 12 Months Ended |
Dec. 31, 2023 | |
Revenues [Abstract] | |
Revenues | Note 2 — Revenues 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 nor will the propulsion systems that are built to thrust the customers’ satellite into orbit be controlled 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 for the periods presented: Year Ended in thousands 2023 2022 Launch services $ — $ 5,899 Space products 3,874 3,471 Total revenues $ 3,874 $ 9,370 Contracts with governmental entities involving research and development milestone activities do not represent contracts with customers under ASC 606, and as such, amounts received are recorded in other income in the consolidated statements of operations. The Company recorded $1.6 million and $5.8 million in other income for the years ended December 31, 2023 and 2022. Contract balances Contract assets and liabilities reflect timing differences between the receipt of consideration and the fulfillment of performance obligations under a contract with a customer. Contract assets reflect performance obligations satisfied and revenues recognized in advance of a customer billing. Contract liabilities reflect consideration Remaining performance obligations Revenue allocated to remaining performance obligations represents the transaction price allocated to the performance obligations that are unsatisfied, or partially unsatisfied. It includes unearned revenue and amounts that will be invoiced and recognized as revenue in future periods and does not include contracts where the customer is not committed. Customers are not considered committed when they are able to terminate their contractual obligations to the Company without payment of a substantial penalty under the contract. The Company had unsatisfied performance obligations based on contractual terms of $86.0 million as of December 31, 2023, $31.0 of which is expected to be achieved by December 2024 2025 20 |
Supplemental Financial Informat
Supplemental Financial Information | 12 Months Ended |
Dec. 31, 2023 | |
Supplemental Financial Information Abstract | |
Supplemental Financial Information | Note 3 — Supplemental Financial Information Inventories in thousands December 31, December 31, Raw materials $ 7,241 $ 2,622 Work in progress 8,134 1,520 Finished goods — — Inventories $ 15,375 $ 4,142 There were $18.8 million of inventory write-downs recorded within cost of revenues during the year ended December 31, 2022, of which $10.2 million of inventory write-downs related to the discontinuance of production of the former version of the Company’s launch vehicle as it focused on developing a new version of its launch system. The amounts as of December 31, 2022 have been adjusted to correct (i) the classification of inventory between raw materials and work in progress and (ii) the classification of deferred contract costs from inventory to prepaid and other current assets. The Company does not deem the adjustments material to its consolidated financial statements. Prepaid and Other Current Assets in thousands December 31, December 31, Deposits $ 4,347 $ 379 Prepaid license and other prepaid expenses 1,991 3,589 Employee Retention Credit - Payroll Tax — 4,283 Deferred contract costs 2,172 2,446 Other current assets 671 2,799 Prepaid and other current assets $ 9,181 $ 13,496 Property, Plant and Equipment, net in thousands December 31, December 31, Construction in progress $ 6,582 $ 8,309 Computer and software 2,963 2,810 Leasehold improvements 12,328 10,390 Research equipment 8,486 9,042 Production equipment 20,756 14,100 Furniture and fixtures 548 565 Total property, plant and equipment 51,663 45,216 Less: accumulated depreciation (24,811 ) (20,945 ) Property, plant and equipment, net $ 26,852 $ 24,271 Depreciation expense amounted to $4.1 million and $10.4 million for the years ended December 31, 2023 and 2022, respectively. No impairment charges were recorded for the year ended December 31, 2023. During the year ended December 31, 2022, the Company determined that impairment indicators were present based on the following: (a) reorganization of its reporting structure into two operating segments, (b) a sustained decrease in the Company’s share price, (c) existence of substantial doubt about the Company’s ability to continue as a going concern, and (d) macroeconomic factors affecting the Company’s business. Accordingly, the Company assessed its long-lived assets for recoverability and the Company recorded a non-cash million primarily related to leasehold improvements, production equipment and research equipment of Launch Services in the consolidated statements of operations for year ended December 31, 2022. The Company compared the sum of the undiscounted future cash flows attributable to the Launch Services and Space Products asset groups (the lowest level for which identifiable cash flows are available) to their respective carrying amounts and concluded that the Space Products asset group was recoverable. The Launch Services asset group was not recoverable, and the Company proceeded with the comparison of the asset group’s carrying amount to its fair value, resulting in a non-cash expenses. These valuation inputs are considered Level 3 inputs as defined by ASC 820. The historical costs of the Company’s property, plant and equipment were adjusted by these impairment charges to derive the carrying amounts in the table above. Accrued Expenses and Other Current Liabilities in thousands December 31, December 31, Employee compensation and benefits $ 1,299 $ 5,861 Construction in progress related accruals 340 2,692 Professional services 2,780 756 Accrued expenses 3,887 4,423 Accrued inventory purchases 4,647 2,848 Other miscellaneous 698 1,326 Accrued expenses and other current liabilities $ 13,651 $ 17,906 Other Income (Expense), Net Year Ended in thousands 2023 2022 Other income from research and development contracts $ 1,622 $ 5,789 Miscellaneous income (expense) 496 (123 ) Other income, net $ 2,118 $ 5,666 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 incom e, net |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Note 4 — Goodwill and Intangible Assets Goodwill During the year ended December 31, 2022, the Company determined that impairment indicators were present based on the following: (a) reorganization of its reporting structure to two operating segments, (b) a sustained decrease in the Company’s share price, (c) existence of substantial doubt about the Company’s ability to continue as a going concern, and (d) macroeconomic factors affecting the Company’s business. Accordingly, the Company proceeded with a quantitative impairment assessment of its indefinite-lived intangible assets and of goodwill based on the reporting structure immediately before the reorganization, as a single reporting unit, resulting in a non-cash Fair Value Measurement Intangible Assets in thousands Carrying Accumulated Net Book December 31, 2023 Definite-lived intangible assets Developed technology $ 9,909 $ (4,465 ) $ 5,444 Customer contracts and related relationship 2,383 (2,047 ) 336 Trade names 123 (123 ) — Intangible assets subject to amortization 12,415 (6,635 ) 5,780 Indefinite-lived intangible assets Trademarks 2,106 — 2,106 Total $ 14,521 $ (6,635 ) $ 7,886 in thousands Carrying Accumulated Net Book December 31, 2022 Definite-lived intangible assets Developed technology $ 9,909 $ (2,910 ) $ 6,999 Customer contracts and related relationship 2,383 (1,376 ) 1,007 Trade names 123 (103 ) 20 Intangible assets subject to amortization 12,415 (4,389 ) 8,026 Indefinite-lived intangible assets Trademarks 2,106 — 2,106 Total $ 14,521 $ (4,389 ) $ 10,132 No impairment charges were recorded for the year ended December 31, 2023. For the year ended December 31, 2022, for indefinite-lived intangible assets, the Company determined that impairment indicators were present as discussed above under Goodwill and compared the carrying amounts of its indefinite-lived intangible assets to their fair values, resulting in a non-cash . pre-tax Based on the amount of intangible assets as of December 31, 2023, the expected amortization expense for each of the next four years is as follows: in thousands Expected 2024 $ 1,891 2025 1,555 2026 1,555 2027 779 Total Intangible assets subject to amortization $ 5,780 |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 5 — 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. 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. As of December 31, 2023, the Company had issued and outstanding $18.6 million of liabilities related to its Company Warrants and Original Warrants and $63.5 million of Convertible Notes, both of which are recorded at fair value as of the period presented. The Company elected to account for the Convertible Notes on a fair value basis under ASC 825 to comprehensively value and streamline the accounting for the embedded conversion options. The Convertible Notes are measured at fair value using a Monte Carlo simulation model with inputs that are unobservable Level 3 inputs and reflect management’s judgments about assumptions that market participants would use to determine a current transaction price. The significant unobservable inputs utilized within the Monte Carlo simulation model for the fair value of the Convertible Notes include risk-adjusted discount rate, which considers the Company’s credit rating and risk and equity volatility, which considers an adjustment to the Company’s specific volatility when considering the volatility for convertible debt securities. The Company determined the Company Warrants and Original Warrants are liability classified on the consolidated balance sheets and, therefore, are recorded at fair value at each reporting period. The Company used the Black-Scholes option pricing model for determining the fair value of the Company Warrants and Original Warrants at each reporting period. Gains and losses associated with the changes to the fair value of the Convertible Notes and liabilities related to the Company Warrants and Original Warrants are recognized and presented separately on the consolidated statements of operations. See Note 7 — Long-term Debt and Warrants The following tables presents information about the Company’s assets and liabilities on December 31, 2023 and 2022, that are measured at fair value on a recurring basis: in thousands December 31, 2023 Description Level 1 Level 2 Level 3 Total Assets Cash equivalents: Money market account $ — $ — $ — $ — Total financial assets $ — $ — $ — $ — Liabilities: Warrants to purchase common stock $ — $ — $ 18,554 $ 18,554 Senior Convertible Notes 63,520 63,520 Total financial liabilities $ — $ — $ 82,074 $ 82,074 As of December 31, 2022 Description Level 1 Level 2 Level 3 Total Assets Cash equivalents: Money market account $ 21,909 $ — $ — $ 21,909 Marketable securities US Treasury securities 14,713 — — 14,713 Corporate debt securities — 16,915 — 16,915 Commercial paper — 34,698 — 34,698 Asset backed securities — 2,847 — 2,847 Total financial assets $ 36,622 $ 54,460 $ — $ 91,082 Liabilities: Contingent consideration $ — $ — $ 33,900 $ 33,900 Total financial liabilities $ — $ — $ 33,900 $ 33,900 The Company fully liquidated its portfolio of marketable securities in August 2023, resulting in an immaterial loss. As of December 31, 2023, the Company had no available-for-sale The following is a summary of available-for-sale in thousands December 31, 2022 Description Amortized Gross Fair U.S. Treasury securities $ 14,763 $ (50 ) $ 14,713 Corporate debt securities 16,972 (57 ) 16,915 Commercial paper 34,698 — 34,698 Asset backed securities 2,850 (3 ) 2,847 Total available-for-sale $ 69,283 $ (110 ) $ 69,173 The following table presents the breakdown of the available-for-sale in thousands December 31, 2022 Fair Gross U.S. Treasury securities Less than 12 months $ 14,713 $ (50 ) Total $ 14,713 $ (50 ) Corporate debt securities Less than 12 months $ 16,915 $ (57 ) Total $ 16,915 $ (57 ) Commercial paper Less than 12 months $ 34,698 $ — Total $ 34,698 $ — Asset backed securities Less than 12 months $ 2,847 $ (3 ) Total $ 2,847 $ (3 ) There were no realized gains or losses on available-for-sale The following table presents the fair value and amortized cost of available-for-sale December 31, 2022 in thousands Amortized Fair Due in 1 year or less $ 69,283 $ 69,173 The following table presents a summary of the changes in fair value of the Company’s Level 3 financial instruments: in thousands Warrants Fair value as of December 31, 2022 $ — Recognition of warrants to purchase common stock at fair value 12,025 Loss on change in fair value of warrants 6,529 Fair value as of December 31, 2023 $ 18,554 in thousands Senior Fair value as of December 31, 2022 $ — Issuance of convertible notes at fair value 41,560 Loss on change in fair value of convertible notes 21,960 Fair value as of December 31, 2023 $ 63,520 The $6.5 million loss on change in fair value of warrants during the year ended December 31, 2023 includes a $4.5 million gain that should have been recognized in the third quarter of 2023. The Company recorded this gain in the fourth quarter of 2023. The Company does not consider the adjustment material to either of the quarterly periods impacted. in thousands Contingent Fair value as of December 31, 2022 $ 33,900 Gain on change in fair value of contingent consideration (23,900 ) Common stock issued in settlement of contingent consideration (7,133 ) Consideration paid on settlement of contingent consideration (2,551 ) Gain on settlement of contingent consideration (316 ) Fair value as of December 31, 2023 $ — in thousands Contingent Fair value as of December 31, 2021 $ 13,700 Loss on change in fair value of contingent consideration 20,200 Fair value as of December 31, 2022 $ 33,900 In connection with the Apollo Fusion, Inc. (“Apollo”) acquisition that occurred in July 2021, the Company was required to make contingent payments in cash and Class A Common Stock, subject to the Apollo assets achieving certain revenue and contract thresholds from the date of the acquisition through December 31, 2023. The fair value of the contingent consideration related to the acquisition of Apollo was classified as a Level 3 financial instrument since the acquisition date through June 30, 2023. As of the closing date of July 1, 2021 and through the quarter ended March 31, 2023, the Company used a Monte Carlo simulation model to determine the fair value of the contingent consideration due to the significant variability of estimating future revenues and contracts during those prior periods. The Monte Carlo simulation considered assumptions including revenue volatility, risk free rates, discount rates and additional revenue discount rate. Additionally, other key assumptions used in the Monte Carlo simulation included forecasted revenues from new customers and probability of achieving them. The following table sets forth the significant assumptions utilized to determine the fair value of contingent consideration as of December 31, 2022: December 31, Risk-free interest rate 4.14 % Expected revenue volatility 19.00 % Revenue discount rate 10.00 % Discount rate 7.50 % During the quarter ended June 30, 2023, given the limited number of months remaining in the earn-out On August 14, 2023, the Company entered into a settlement agreement and general release (the “Apollo Settlement Agreement”) with the representative of the former stockholders of Apollo Fusion (the “Apollo Stockholders”) which provided for the settlement of the Company’s obligation to pay the contingent consideration to the Apollo Stockholders and a general release of both parties of all claims. The Settlement Agreement provided two settlement options which the Company may elect at its sole discretion: Option 1, on or before October 2, 2023, a $2.0 million cash payment in immediately available funds, plus the number of immediately freely tradeable shares rounded up to the nearest whole share, of Class A Common Stock, determined by dividing $8.0 million by the 10-day On September 29, 2023, the Company elected Option 1 to deliver to the Apollo Holders $2.0 million in immediately available funds and $8.0 million of immediately freely tradeable shares of the Company’s Class A Common Stock. Based on this settlement election, the contingent consideration liability was adjusted to $ 10.0 On October 2, 2023, under the terms of Option 1, the Company- was required to issue 4,519,085 shares of Class A Common Stock based on the formula outlined above (the “Calculated Shares”). The issuance of the Calculated Shares would violate Nasdaq Listing Rule 5635(d) without prior stockholder approval. As a result, the Company and the representative of the Apollo Stockholders entered into an amendment to the Settlement Agreement on October 2, 2023. Under this amendment, the Company issued 3,708,520 shares of its Class A Common Stock (the “Settlement Shares”) and paid $2.0 million in immediately available funds to the Apollo Stockholders. The Amendment provided the Company a period of 60 days 10-day On November 29, 2023, the Settlement Agreement was further amended (the “Second Amendment”) to provide that the Company would pay to the Apollo Stockholders, on or before December 1, 2023, the aggregate cash amount of $0.6 million, in full and complete satisfaction of all outstanding obligations under the Settlement Agreement, which includes the release of the Company from any further obligations to make payments of the contingent consideration under the Agreement and Plan of Merger between the Company and Apollo Fusion, among others, dated July 1, 2021. In November 2023, the Company recorded an additional gain of $0.3 million as the difference between |
Long-Term Debt and Warrants
Long-Term Debt and Warrants | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Long-Term Debt and Warrants | Note 7 — Long-Term Debt and Warrants The following summarizes the Company’s Convertible Notes, Company Warrants and Original Warrants by investor as of December 31, 2023: Convertible Notes Warrants Investor Principal Fair Value (2) Number of (3) Fair Value (2) JMCM Holdings LLC (1) $ 9,691,730 $ 34,548,016 5,684,354 $ 11,459,489 SherpaVentures Fund II, LP 5,127,490 18,277,913 2,212,768 4,469,926 Founders: Chris C. Kemp, Trustee of the Chris Kemp Living Trust dated February 10, 2021 2,000,000 7,129,381 866,337 1,750,053 Adam London 1,000,000 3,564,690 433,168 875,026 Total Convertible Notes and Warrants $ 17,819,220 $ 63,520,000 9,196,627 $ 18,554,494 (1) Includes the Original Warrants, which are exercisable to purchase 1,500,000 shares of Class A Common Stock; JMCM Holdings LLC is the only holder of the Original Warrants. (2) Represents the fair value of the Convertible Notes, Company Warrants and Original Warrants as of December 31, 2023, based on the accounting treatment elected by the Company. This does not reflect actual cash value delivered to any holder of the Convertible Notes, including the Kemp Trust and Dr. London. The valuation of such instruments is subject to change, predominantly driven by changes in the market price of a share of the Company’s Class A Common Stock. See the sections entitled Warrants to Purchase Class A Common Stock and Fair Value Option of Accounting in Note 1 — Description of Business, Basis of Presentation and Significant Accounting Policies Note 5 — Fair Value Measurements (3) The initial purchase price of the Convertible Notes, Company Warrants and Original Warrants for each of the investors was as follows: Investor Convertible Company Original JMCM Holdings LLC $ 9,691,730 $ 1,023,044 $ 6,005,975 SherpaVentures Fund II, LP 5,127,490 276,596 — Founders: Chris C. Kemp, Trustee of the Chris Kemp Living Trust dated February 10, 2021 2,000,000 108,292 — Adam London 1,000,000 54,146 — Total Convertible Notes and Warrants $ 17,819,220 $ 1,462,078 $ 6,005,975 Original Note and Original Warrant Issuance On August 4, 2023, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with an institutional investor (the “Original Investor”) pursuant to which the Original Investor agreed to purchase, and the Company agreed to issue and sell in a registered direct offering to the Original Investor, $12.5 million aggregate principal amount of Senior Secured Notes due 2024 (the “Original Note”) and the Original Warrants. The shares of Class A Common Stock issuable pursuant to the Original Warrants are referred to as the “Original Warrant Shares.” The Original non-cash The Original Warrants were initially recognized as a component of permanent stockholders’ equity within additional paid-in-capital The Company determined the fair value of the Original Warrants as of August 4, 2023 and December 31, 2023 using the Black-Scholes option pricing model and applying the following assumptions: August 4, December 31, Expected terms (years) 5.0 4.6 Expected volatility 91.8 % 109.8 % Risk-free interest rate 4.15 % 3.84 % Expected dividend rate — — Value per share $ 5.71 $ 2.28 Exercise Price $ 6.75 $ 0.81 The net proceeds to the Company after deducting lender fees, cash paid to third-parties for issuance costs and the fair value of Original Warrants was as follows: in thousands Senior Note Principal $ 12,500 Less: lender original issue discount (1) 375 Net cash proceeds 12,125 Less: cash expenses for third-party issuance costs (1) 1,356 Net proceeds after lender fees and third-party issuance costs 10,769 Less: Discount associated with fair value of Warrants (1) 6,005 Senior Note, net proceeds after lender fees, third-party issuance costs and Warrants $ 4,764 (1) amounts have been accounted for as debt discount and are being amortized to interest expense over the term of the loan using the effective interest method. Beginning on October 11, 2023, the minimum cash requirement of $15.0 million under the Original Note was not maintained by the Company in accordance with the terms of the Original Note, for which the Original Investor agreed to waive the event of default through October 31, 2023 (the “Waiver”) provided that the Company maintained at least $10.5 million of cash and cash equivalents in one or more deposit accounts subject to one or more control agreements entered into in favor of the Senior Investor (the “Revised Cash Requirement”). As a result of the defaults and the Waiver provided, the Company made a payment to the Original Note Investor of approximately $2.1 million, plus accrued interest, of which $2.0 million was applied as a principal reduction on the Original Note and a $0.1 million was paid as accrued and unpaid interest and a penalty. Commencing on October 11, 2023 and continuing through the date on which such event of default has been cured, the interest rate on the Original Note has accrued and is continuing to accrue at 15.0% per annum (the “Default Interest”). Pursuant to Section 10(B)(ii) of the Original Note, the Original Note Investor has the option to declare the Original Note (or any portion thereof) to become due and payable in cash in an amount equal to 115.0% of the accelerated principal amount of the Original Note, plus accrued and unpaid interest (including Default Interest). Beginning on October 30, 2023, the Revised Cash Requirement had again not maintained by the Company in accordance with the terms of the Waiver and no additional waivers were obtained. The Company also did not deliver the Compliance Certificate required to be delivered on or before November 1, 2023. Therefore, as of October 30, 2023, an event of default was in effect under Sections 8(J)(i) and 8(J)(iii) of the Original Note (the “Existing Defaults”). On November 1, 2023, the Company paid the Original Investor a scheduled amortization payment in the amount of approximately $3.1 million, consisting of the $2.5 million amortization payment paid at the 115.0% event of default rate, plus accrued and unpaid interest at the Default Interest rate. This was in addition to the payment made on or around October 11, 2023. As of November 1, 2023, following the amortization payment, the aggregate principal amount outstanding under the Original Note was $8.0 million. The Original Note and Original Warrants were subsequently purchased on November 6, 2023, by JMCM and ACME II (a portion of the Original Note only) in connection with the Bridge Financing (discussed immediately below). JMCM and ACME II are referred to as the Initial Investors. On November 21, 2023, the Original Note was later reissued, together with the Bridge Notes, in the form of the Convertible Notes as described below in Subsequent Financing. The Original Note and Original Warrants are incorporated by reference as Exhibits 4.3 and 4.4, respectively, to the Annual Report to which these consolidated financial statements are a part. Bridge Financing and Original Note and Original Warrant Purchase On November 6, 2023, the Company closed the Initial Financing with the Investors pursuant to the Initial Financing Agreement. This Initial Financing was connected to the Company’s the execution of a non-binding The Company and its subsidiaries issued senior secured bridge notes (the “Bridge Notes”) to the Initial Investors in the aggregate principal amount of approximately $3.1 million due November 17, 2023. The Bridge Notes ranked equally as to payment and lien priority with the Original Note, secured by first-priority security interest in all tangible and intangible assets, now owned and hereafter created or acquired, of the same collateral as the Original Note and guaranteed by all of the subsidiaries of the Company. The Company recorded the initial fair value of the Bridge Notes as of November 6, 2023 of $2.8 million. The Bridge Notes also included an additional uncommitted delayed draw term loan pursuant to which the Company may request, subject to the satisfaction or waiver of customary conditions precedent, including the satisfaction of certain performance milestones, and JMCM may make, in its sole discretion, one or more additional loans after the Closing Date and prior to the Maturity Date in an aggregate principal amount not to exceed $2.5 million (the “Additional JMCM Bridge Notes”). The Initial Net proceeds from the Initial Financing, after deducting estimated offering expenses, were approximately $2.6 million. In connection with the Initial Financing, the Initial Investors purchased the remaining $8.0 million aggregate principal amount of the Original Note, accrued and unpaid interest of $0.02 million and a $1.2 million event of default penalty on the Original Note from the Original Investor, pursuant to which Company was in default under as of October 30, 2023. See Original Note and Original Warrant Issuance . Pursuant to the Initial Financing Agreement, the Initial Investors agreed to waive certain existing and prospective defaults and events of default under the Original Note, including the events of default under the Original Note and the requirement for the Company to comply with the minimum liquidity financial covenant in the Original Note until November 17, 2023. The Initial Investors also purchased the Original Lender’s rights under the Original Financing Agreement and related transaction and security documents, which Original Financing Agreement was amended by the Initial Financing Agreement. As of November 6, 2023, the aggregate carrying amount of $9.2 million included the Original Note $8.0 million principal, $1.2 million event of default penalty and accrued and unpaid interest of less than $0.1 million. At issuance of the Bridge Notes, the Company recognized the fair value of the Bridge Notes of $8.3 million with the remaining $2.2 million allocated to the Bridge Warrants. The Company accounted for the assignment of the Original Note between the Original Note Investor and the Bridge Note Investors as an extinguishment of debt under ASC 470. The Company recognized a loss on extinguishment of the Original Note of $7.9 million on the consolidated statements of operations for the year ended December 31, 2023. On November 13, 2023, JMCM loaned the full amount of the delayed draw term loan (the “Additional Advance”), thereby increasing the outstanding principal balance due on the JMCM Bridge Note by an additional $2.5 million. There were no other changes to the JMCM Bridge Note, including to the Maturity Date. In connection with the issuance of the Additional Advance, JMCM also purchased warrants (the “Additional Bridge Warrants”) to purchase up to 869,781 shares of the Company’s Class A Common Stock (the “Additional Warrant Shares”) at a purchase price of $0.125 per Additional Bridge Warrant for an aggregate purchase price of approximately $108,723 that are immediately exercisable at an exercise price of $1.006 per Additional Warrant Share, subject to certain adjustments and that expire on November 13, 2028. The Additional Bridge Warrants have the same terms and conditions as the Bridge Warrants. The Company has determined the Additional Bridge Warrants are liability classified and upon issuance, has recorded the Additional Bridge Warrants at fair value of $1.4 million. The Company has recorded these as debt issuance costs related to the Additional JMCM Bridge Notes and has expensed the amount, net of cash consideration received, to the consolidated statements of operations. As of December 31, 2023, the fair value of the Additional Bridge Warrants was $2.2 million and the Company recognized a loss on the change in fair value of the Additional Bridge Warrants of $0.8 million. Subsequent Financing O n November 21, 2023, the Company closed a subsequent financing (the “Subsequent Financing”) with the Initial Investors, Chris Kemp, the Company’s Chief Executive Officer, chairman and a director, through the Chris Kemp Living Trust dated February 10, 2023 (the “Kemp Trust”), and Adam London, the Company’s Chief Technology Officer and a director (“Dr. London” and together with the Kemp Trust, the “Additional Investors” and collectively with JMCM and ACME II, the “Investors”), pursuant to Original Financing Agreement, as amended by the Initial Financing Agreement (the “Subsequent Financing Agreement”). Pursuant to the Subsequent Financing Agreement, (i) the Company, its subsidiaries and the Initial Investors agreed to amend and modify the terms of the Original Notes and the Bridge Notes in their entirety in accordance with the form of Convertible Note in exchange for the Company’s reimbursement of a premium (including accrued interest thereon from November 6, 2023), of approximately $1.2 million paid by the Initial Investors in connection with their purchase of the Original Notes and Original Warrants from the Original Investor, which amount was capitalized and added to the outstanding principal amount of the Convertible Notes; (ii) the Additional Investors agreed to purchase (x) an additional $3.0 million aggregate principal amount of Convertible Notes at 100% of the aggregate principal amount of such Convertible Notes and (y) Company Warrants to purchase up to 1,299,505 shares of Class A Common Stock at a purchase price of $0.125 per Company Warrant for an aggregate purchase price of approximately $162,438 that are immediately exercisable at an exercise price of $0.808 per share of Class A Common Stock, subject to certain adjustments, and that expire on November 21, 2028; (iii) the Additional Bridge Warrants were exchanged for Company Warrants to purchase up to 1,082,921 shares of the Class A Common Stock in exchange for the payment by JMCM to the Company of $26.6 thousand as additional consideration for the Company Warrants that are immediately exercisable at an exercise price of $0.808 per share of Class A Common Stock, subject to certain adjustments, and that expire on November 13, 2028; and (iv) the Bridge Warrants were exchanged for Company Warrants for no additional consideration that are immediately exercisable at an exercise price of $0.808 per share of Class A Common Stock, subject to certain adjustments, and that expire on November 6, 2028. Accordingly, upon closing of the Subsequent Financing, the Company had outstanding approximately $17.8 million aggregate principal amount of Convertible Notes and Company Warrants to purchase up to 7,696,627 shares of the Class A Common Stock, at an exercise price of $0.808, subject to certain adjustments. The terms of the Original Warrant for the purchase of up to 1,500,000 shares of the Class A Common Stock were not affected by the Subsequent Financing. Net proceeds from the Subsequent Financing, after deducting estimated offering expenses, were approximately $2.7 million. The Company elected to account for the Convertible Notes under the fair value option and recognized the initial fair value of the Convertible Notes as of November 21, 2023 of $41.6 million and $10.3 million related to the fair value of the Company Warrants. See the table at the beginning of this Note 7 — Long-term Debt and Warrants Material Terms of Subsequent Financing Agreement The Subsequent Financing Agreement contains customary representations, warranties and agreements by the Company, including an agreement to indemnify the Investors against certain liabilities. The Subsequent Financing Agreement also contains covenants that require the Company to among other things: (i) notify JMCM of the Company’s intention to engage in negotiations relating to any sale, transfer or other disposition of all or substantially all of the property and assets or business related to the launch services segment of the Company or its subsidiaries (the “Launch Services Business”), and if JMCM informs the Company that it has an interest in acquiring the Launch Services Business, the Company will engage in good faith negotiations with JMCM; (ii) offer the holders of the Convertible Notes, so long as any Convertible Notes remain outstanding, participation rights in future offerings of any equity, equity-linked, equity equivalent securities or securities convertible into or exercisable for equity (excluding offerings of Class A Common Stock through an approved at-the-market equity The Subsequent Financing Agreement also provides that for 45 days after the closing date, the Company and its subsidiaries may not, directly or indirectly, register, offer, sell, grant any option or right to purchase, issue or otherwise dispose of, including make any filing to do the same, any equity or equity-linked securities, subject to limited exceptions, including without limitation, sales pursuant to the Company’s ATM Sales Agreement (as defined in the Subsequent Financing Agreement). The representations, warranties and covenants contained in the Subsequent Financing Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties. See Note 15 — Subsequent Events Material Terms of the Securities issued in the Original Financing and the Subsequent Financing in effect on December 31, 2023 Original Warrants The Original Warrants expire August 4, 2028 and are immediately exercisable upon issuance at an exercise price of $6.75 per share (or $0.45 per share before the Reverse Stock Split), subject to certain adjustments. The exercise price of the Original Warrants, and the number of Original Warrant Shares potentially issuable upon exercise of the Original Warrants, will be adjusted proportionately if the Company subdivides its shares of common stock into a greater number of shares or combines its shares of common stock into a smaller number of shares. In addition, until the earlier to occur of (i) such date as the Company has completed Equity Issuances (as defined in the Original Warrants) after August 4, 2023 for gross proceeds of at least $20.0 million, and (ii) August 4, 2024, if the Company grants, issues or sells or is deemed to have granted, issued or sold, any shares of Class A Common Stock (excluding any Excluded Securities (as defined in the Warrants)) for a consideration per share (the “New Issuance Price”) less than a price equal to the Initial Warrant exercise price in effect immediately prior to such granting, issuance or sale or deemed granting, issuance or sale (such Exercise Price then in effect is referred to herein as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then immediately after such Dilutive Issuance, the exercise price then in effect for the Original Warrants will be reduced to an amount equal to the New Issuance Price. The exercise price for the Original Warrants were adjusted in connection with the Reverse Stock Split and also in connection with the Subsequent Financing (described above). The current exercise price for the Original Warrants is $0.808 per Original Warrant. The Original Warrants were registered under the Act pursuant to the Company’s shelf registration statement on Form S-3 No. 333-271589) Convertible Notes The Convertible Notes were not issued pursuant to an indenture. The Convertible Notes mature on November 15, 2025 (the “Maturity Date”), provided that the Maturity Date may be extended upon the written agreement of the Company and the holders of the Convertible Notes. On the Maturity Date, the Company will pay the holders of the Convertible Notes an amount in cash equal to (i) the then-outstanding Stated Principal Amount (as defined in the Convertible Notes) of the Convertible Notes, multiplied by (ii) the then applicable Minimum Return (as defined in the Convertible Notes) amount in effect at such time, plus accrued and uncapitalized interest on the Convertible Notes (such amount, the “Minimum Return Maturity Amount”); provided that if the Maturity Date has been extended the Company will pay such holders an amount in cash equal to the greater of (x) the Minimum Return Maturity Amount and (y) the then-outstanding principal amount plus any accrued and uncapitalized interest on the Convertible Notes. In the event that any prepayment or redemption of the Convertibles Notes is made in full prior to the Maturity Date (or is deemed to have occurred in the case of an Event of Default Acceleration Event (as defined in the Convertible Notes)), the Company will pay in full all outstanding obligations under the Convertible Notes, which will include the payment, if applicable, of any Minimum Return amount (as defined in the Convertible Notes), which ranges from The Convertible Notes bear interest at 12.0% per annum, payable in kind, which interest rate would increase to 15.0% per annum upon the existence of an Event of Default (as defined in the Convertible Notes). Interest on the Convertible Notes accrues from November 21, 2023. Interest on the Convertible Notes will be payable in kind on each February 1, May 1, August 1 and November 1, beginning February 1, 2024. The Convertible Notes are issued by the Company and each of the Company’s subsidiaries, as co-issuers. The The Company is required to make quarterly amortization payments under each Convertible Note on each February 1, May 1, August 1 and November 1, beginning February 1, 2024, payable in cash in an amount equal to 11.11% of the initial Stated Principal Amount (as defined in such Convertible Note) of such Convertible Note. The holder of a Convertible Note, in its sole discretion, may agree to defer its quarterly amortization payment to the subsequent amortization payment date pursuant to the terms of its Convertible Note. Holders of the Convertible Notes may, at their option, prior to the second scheduled trading day immediately before the Maturity Date, convert all or any portion of the outstanding amount of their Convertible Notes into shares of Class A Common Stock, at an initial conversion rate of 1,237.6238 shares of Class A Common Stock per $1,000 principal amount of Convertible Notes, which is equivalent to an initial conversion price of approximately $0.808 per share of Class A Common Stock. The conversion rate will be subject to standard adjustments in the event of any stock split, stock dividend, stock combination, recapitalization or other similar transactions. Holders of the Convertible Notes have the right to require the Company to repurchase the Convertible Notes upon the occurrence of a Fundamental Change (as defined in the Convertible Notes) for a cash price equal to the greater of (i) the then-outstanding principal amount of Convertible Notes to be repurchased, or (ii) the then applicable Minimum Return amount in effect at such time multiplied by the then-outstanding Stated Principal Amount of Convertible Notes to be repurchased, in each case, plus the accrued and uncapitalized interest on the Convertible Notes; provided that if such Fundamental Change consists of an ASE Disposition (as defined in the Convertible Notes), such offer may be limited to the maximum aggregate then-outstanding principal amount of Convertible Notes that may be repurchased to the extent that the aggregate Fundamental Change Repurchase Prices therefor would not exceed the net cash proceeds from such ASE Disposition in excess of $5.0 million. After the first effective date of any Specified Fundamental Change (as defined in the Convertible Notes), provided the Equity Conditions (as defined in the Convertible Notes) are satisfied, the Company may redeem all (but not less than all) of the then-outstanding principal amount of the Convertible Notes for a cash price equal to the greater of (i) the then-outstanding principal amount of Convertible Notes to be redeemed, or (ii) the then applicable Minimum Return amount in effect at such time multiplied by the then-outstanding Stated Principal Amount of Convertible Notes to be redeemed, in each case, plus the accrued and uncapitalized interest on the Convertible Notes. The Company may not redeem any amounts under the Convertible Notes prior to the Specified Fundamental Change Trigger Date (as defined in the Convertible Notes). Unless The Company is also subject to certain customary affirmative and negative covenants regarding the incurrence of indebtedness, investment transactions, the existence of liens, distributions, restricted issuances, the transfer, sale or disposition of assets and the delivery of annual budgets, among other matters. If an Event of Default under the Convertible Notes occurs, the principal amount thereof, together with accrued interest thereon, may become immediately due and payable. See Note 15 — Subsequent Events Company Warrants The Company Warrants are immediately exercisable at an exercise price of $0.808 per share of Class A Common Stock, subject to certain adjustments and expire on dates ranging from November 6, 2028, through November 21, 2028. The exercise price of the Company Warrants, and the number of shares of Class A Common Stock potentially issuable upon exercise of the Company Warrants, will be adjusted proportionately if the Company subdivides its shares of Class A Common Stock into a greater number of shares or combines its shares of Class A Common Stock into a smaller number of shares. In the event of a Fundamental Transaction (as defined in the Company Warrants) that is (i) an all cash transaction, (ii) a “Rule 13e-3 transaction” Rule 13e-3 under of the Successor Entity (as defined in the Company Warrants) evidenced by a written instrument substantially similar in form and substance to the Company Warrants, including, without limitation, which is exercisable for a corresponding number of shares of capital stock equivalent to the shares of Class A Common Stock acquirable and receivable upon exercise of the Company Warrant prior to such Fundamental Transaction, and with an exercise price which applies the exercise price under the Company Warrant to such shares of capital stock (but taking into account the relative value of the shares of Class A Common Stock pursuant to such Fundamental Transaction and the value of such shares of capital stock, such adjustments to the number of shares of capital stock and such exercise price being for the purpose of protecting the economic value of the Company Warrant immediately prior to the consummation of such Fundamental Transaction). Unless the Company obtains the Stockholder Approvals, the Company will be prohibited from issuing any shares of Class A Common Stock upon exercise of the Company Warrants if the issuance of such shares of Class A Common Stock would exceed 19.99% of the Company’s outstanding shares of Class A Common Stock as of the date of the Subsequent Financing Agreement or otherwise exceed the aggregate number of shares of Class A Common Stock which the Company may issue without breaching the Company’s obligations under the Nasdaq listing rules. Fair Value Option of Accounting for Convertible Notes The Company has elected the fair value option to account for the Convertible Notes. The Company utilized the Monte Carlo Simulation Model to determine the fair value of the Convertible Notes at issuance and subsequently at each reporting date. The Company recognizes the resulting (gain) or loss related to changes to the fair value of the Convertible Notes on the consolidated statements of operations. The following is a summary of the fair value assumptions applied in determining the initial fair value and the Convertible Notes at each date: November 6, November 21, December 31, Risk-free interest rate 4.81 % 4.75 % 4.21 % Risk adjusted interest rate (for discount payment) 73.0 % 73.0 % 71.0 % Value per share $ 0.73 $ 1.55 $ 2.28 Volatility 47.00 % 39.50 % 35.50 % Fair Value of Warrants As of December 31, 2023, the Company had 9,196,627 warrants outstanding which are included in warrants to purchase common stock on the consolidated balance sheets at fair value of $18.6 million and comprised of the Company Warrants and the Original Warrants. This does not include an immaterial number of Shareintel Warrants. The Shareintel Warrants are classified as equity on the consolidated balance sheet and not subject to fair value remeasurement. The Company utilized the Black-Scholes Option Pricing model to determine the fair value of the warrants at issuance and subsequently at each reporting date. The Company recognizes the resulting (gain) or loss related to changes to the fair value of the warrants on the consolidated statements of operations. The following is a summary of the fair value assumptions applied to determine the Black-Scholes fair value of the outstanding warrants at each date: November 6, November 13, November 21, December 31, Bridge Delayed Founders All Warrants Expected terms (years) 5.0 5.0 5.0 4.9 Expected volatility 100.11 % 108.59 % 108.79 % 109.83 % Risk-free interest rate 4.60 % 4.66 % 4.41 % 3.84 % Expected dividend rate — — — — Value per share $ 0.73 $ 1.47 $ 1.55 $ 2.28 Exercise Price $ 0.81 $ 0.81 $ 0.81 $ 0.81 No Registration. Registration Rights. The Convertible Notes, the Company Warrants, and the Subsequent Underlying Shares have not been, and the Convertible Notes and the Company Warrants will not be, registered under the Securities Act of 1933, as amended, or the securities laws of any other jurisdiction. The Convertible Notes and Company Warrants were offered and sold to the Investors in a transaction exempt from registration under the Act in reliance on Section 4(a)(2) thereof and Rule 506(b) of Regulation D thereunder. The Investors are “accredited investors,” as defined in Regulation D, and are acquiring the Convertible Notes, the Company Warrants and any Underlying Shares for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof. Pursuant to the Subsequent Financing Agreement, the Company is required to file a registration statement with the SEC no later than May 1, 2024 to register the resale of all Subsequent Underlying Shares. See Note 15 — Subsequent Events |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 8 — Commitments and Contingencies Legal Proceedings The Company is party to ordinary and routine litigation incidental to its business. On a case-by-case 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 22-cv-02401 “ 3:23-cv-00713. Defendants In re Astra Space f/k/a Holicity Inc. Securities Litigation 3:22-cv-08875) Based on a Court of Chancery Rule 5.1 notice, on or about June 30, 2023, a stockholder derivative suit was filed in the Delaware Court of Chancery styled Capani v. Chris C. Kemp, et al., C.A. No. 2023-0676-(“Capani Action”). The Capani Action appears to be brought by the same plaintiff who filed the first derivative complaint in the District Court of Delaware in early 2022. The first derivative complaint was voluntarily dismissed without prejudice after the Company filed a motion to dismiss. On July 31, 2023, the Chancery Court entered a stipulated stay of the case pending the resolution of the Securities Action for which an order granting the Company’s motion to dismiss was entered on August 2, 2023. The stay was lifted upon the Securities Action’s resolution. No motion to dismiss briefing schedule has since been entered in this case. The stockholder subsequently served a books and records demand before filing the present lawsuit. The Company believes that the case is without merit and intends to defend it vigorously. Due to the early stage of the case, neither the likelihood that a loss, if any, will be realized, nor an estimate of the possible loss or range of loss, if any, can be determined. The Company has tendered defense of each of the foregoing claims under its Directors’ and Officers’ policy. The retention under this policy is $20.0 million. Indemnification Obligations to former Company Board Members On May 20, 2022, a putative class action was filed in the Court of Chancery of the State of Delaware styled Newbold v. McCaw et. al., Case No. 2022-0439 (the “Newbold Action”). The complaint alleges that Pendrell Corporation, X-icity Neither the Company nor any of its board members are parties in this action. Mr. McCaw, who served as a former member of the Company’s board, 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 also tendered defense of this claim under the tail policy it was required to purchase in connection with the Business Combination. The retention under the tail 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. On or about July 21, 2023, the Delaware Chancery Court denied the defendants’ motion to dismiss the amended complaint. Purchase Commitments In order to reduce manufacturing lead times and to have access to an adequate supply of components, the Company enters into agreements with certain suppliers to procure component inventory based on the Company’s production needs. A significant portion of the Company’s purchase commitments arising from these agreements consist of firm and non-cancelable non-payment. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2023 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | Note 9 — Stockholders’ Equity Common and Preferred Stock As of December 31, 2023, 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, (ii) 65,000,000 shares of 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, 2023, the Company had 18,885,500 and 3,702,613 shares of Class A Common Stock and Class B Common Stock issued and outstanding, respectively. There were no shares of preferred stock outstanding as of December 31, 2023. Holders of the Class A Common Stock 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 holder and automatically converts upon sale or transfer, except for certain transfers specified in the Company’s amended and restated certificate of incorporation, as amended. Reverse Stock Split On June 8, 2023, the Company’s stockholders approved a Reverse Stock Split pursuant to which all issued and outstanding shares of Class A Common Stock and Class B Common Stock, at a ratio in the range of 1-for-5 1-for-15 1-for-15 Note 1 – Description of Business, Basis of Presentation and Significant Accounting Policies, Reverse Stock Split B. Riley Common Stock Purchase Agreement and Registration Rights Agreement On August 2, 2022, the Company entered into a Common Stock Purchase Agreement and a Registration Rights Agreement (the “B. Riley Agreements”) with B. Riley Principal Capital II, LLC (“B. Riley”), wherein the Company would have the right to sell to B. Riley up to the lesser of (i) $100.0 million of newly issued shares of the Class A Common Stock, and (ii) 3,537,310 newly issued shares of Class A Common Stock which number of shares is equal to 19.99% of the sum of the Company’s Common Stock issued and outstanding immediately prior to the execution of the B. Riley Purchase Agreements. The Company terminated the B. Riley Purchase Agreements effective July 5, 2023. Shelf Registration In May 2023, the Company filed a universal shelf registration statement on Form S-3 333-271589) Shares of Class A Common Stock sold pursuant to the Sales Agreement were registered under the Act pursuant to the May Registration Statement and a prospectus supplement filed on July 10, 2023. See ATM Sales Agreement Note 7 — Long-term Debt and Warrants. Note 5 — Fair Value Measurements As of December 31, 2023, there is $73.6 million available under the May Registration Statement. Given the late filing of this Annual Report, the Company is no longer eligible to use either the May Registration Statement or the September Registration Statement. ATM Sales Agreement On July 10, 2023, the Company entered into a Sales Agreement (the “Sales Agreement”) with Roth Capital Partners, LLC (“Roth”). The Sales Agreement provides for the offer and sale of up to $65.0 million of the Company’s newly issued Class A Common Stock, from time to time through an “at the market offering” program. The Company specifies the parameters for the sale of the shares of Class A Common Stock, including the number of shares to be issued, the time period during which sales are requested to be made, any limitation on the number of shares that may be sold in any one trading day and any minimum price below which sales may not be made. Actual sales of Class A Common Stock under the Sales Agreement depends on a variety of factors including, among other things, market conditions and the trading price of the Class A Common Stock, and the full amount of capital may not be fully realized. From July 10, 2023 to November 30, 2023, 449,863 shares of the Company’s Class A Common Stock were sold under the Sales Agreement resulting in proceeds of $1.2 million, net of broker commissions, fees and third-party issuance costs $0.1 million. The average price per share sold under the Sales Agreement during the period was $2.63 per share. The Company incurred $0.3 million of third-party issuance costs related to legal, accounting and registration costs which are recorded as deferred issuance costs on the consolidated financial statements and were allocated on a per share basis and charged to additional paid-in In November 2023, the Company suspended further sales of its Class A Common Stock under the Sales Agreement, following which, the remaining unamortized third-party issuance costs of $0.2 million were charged to other expense on the consolidated statements of operations. |
Stock-based Compensation
Stock-based Compensation | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Share-based Payment Arrangement | Note 10 — Stock-based Compensation Stock-based incentive awards are provided to employees under the terms of Astra’s 2021 Omnibus Incentive Plan (the “2021 Plan”) and 2021 Employee Stock Purchase Plan (the “2021 ESPP”). Unless otherwise noted, all share and per share amounts below have been restated to give effect to the Reverse Stock Split on September 13, 2023. For the impact of the Reverse Stock Split on prior period comparable share and per share amounts and additional information related to the Reverse Stock Split, see Note 1 – Description of Business, Basis of Presentation and Significant Accounting Policies. 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. Under the terms of the 2021 Plan, the number of shares of Class A Common Stock reserved for issuance under the 2021 Plan will automatically increase 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. Pursuant to the terms of the Plan, an additional 26,648,738 shares of Class A Common Stock were reserved for issuance under the 2021 Plan since its adoption on June 30, 2021, through January 1, 2023. On September 14, 2023, as a result of the Reverse Stock Split, the number of shares of Class A Common Stock reserved for issuance under the 2021 Plan adjusted to 1,607,362. On December 21, 2023 the Board determined that it would not increase shares of Class A Common Stock available for issuance under the 2021 Plan as of January 1, 2024. As of December 31, 2023, 1,839,544 shares remain available for issuance under the plan. 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. Under the 2021 Plan, the Company grants RSUs, PSUs, time-based stock options, as well PSOs to its executive officers. RSUs and time-based stock options granted have service-based vesting conditions only. PSUs granted have service and performance conditions. The service conditions vary for each employee and are based on their continued service to the Company. Stock option holders have a 10-year compensation costs are recognized based on grant-date fair value as RSUs and time-based stock options vest. In June 2023, the PSOs granted on September 20, 2021 to certain of the Company’s executive officers were terminated. See Note 10 — Stock-based Compensation — Cancellation of Certain Performance Stock Options awards with Service, Performance and Market Conditions. 2023 Bonus Incentive Plan Under the 2021 Plan, the Board approved the 2023 Bonus Incentive Plan (the “2023 Bonus Plan”) on December 12, 2022. The 2023 Bonus Plan, in part, provides for PSOs to be granted to executives, certain key contributors and to the employees. On March 8, 2023, the Company approved the issuance of an aggregate of 353,333 PSOs (5.3 million PSOs as previously reported prior to the Reverse Stock Split) under the 2023 Bonus Plan to certain executives and key contributors, (collectively, the “participants”), which may be earned for each quarter over a two-year Because the KPIs are approved at the beginning of each quarter and are specific for that quarter, the grant date fair value of PSOs allocated to each quarter for both Baseline and Stretch are determined on a tranche-by-tranche For the PSO awards allocated to each quarter of 2023, the associated KPIs were approved by the Compensation Committee at the beginning of each quarter and were communicated to the participants thereafter, establishing the measurement date. The Company used the Black-Scholes option pricing-model to calculate the fair value for PSOs allocated to each quarter of 2023, using the following assumptions: PSOs Awarded PSOs Awarded PSOs Awarded Expected terms (years) 6.7 6.1 6.1 Expected volatility 95.8 % 91.84% - 92.25% 94.91% - 95.2% Risk-free interest rate 3.61 % 4.04% - 4.15% 4.68% - 4.73% Expected dividend rate — — — Grant-date fair value $ 4.82 $3.20 - $4.72 $0.97 - $1.09 As of December 31, 2023, the Compensation Committee determined that none of the Space Products and Launch Services Baseline or Stretch KPIs were achieved related to the awards allocated to 2023. As the Baseline and Stretch KPI goals were not achieved, none of the non-executive non-executive 2021 Employee Stock Purchase Plan In June 2021, the Board of Directors approved the 2021 Employee Stock Purchase Plan (the “2021 ESPP”) to reserve 5.0 million shares of Class A Common Stock for issuance for awards in accordance with the terms of the ESPP. The number of shares reserved for issuance under the 2021 ESPP automatically increases on January 1 of each year from 2022 to 2031 by the lesser of (i) 1% 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. Pursuant to the terms of the 2021 ESPP, an additional 5,322,105 shares of Class A Common Stock were reserved for issuance under the 2021 ESPP since its adoption on June 30, 2021, through January 1, 2023. As a result of the Reverse Stock Split the number of shares of Class A Common Stock reserved for issuance under the 2021 ESPP was decreased to 558,077. On December 21, 2023 the Board cancelled the Plan effective immediately following the next purchase date, January 17, 2024. As of December 31, 2023, the Company had $22.2 thousand of unrecognized stock-based compensation expense related to the 2021 ESPP, which is expected to be recognized over a weighted-average period of 0.04 years. Also, as of December 31, 2023, 558,077 shares remain available for issuance under the 2021 ESPP. The purpose of the 2021 ESPP was 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 were 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. and shares were issued under the 2021 ESPP during the years ended December 31, 2023 and 2022, respectively. 2016 Equity Incentive Plan In 2016, Astra Space, Inc. (prior to the consummation of the Business Combination referred to below, “pre-combination non-employee In connection with the Business Combination Agreement between Holicity, Inc. (the Company’s de-SPAC pre-combination The following table summarizes stock-based compensation expense that the Company recorded in the consolidated statements of operations for the years ended December 31, 2023 and 2022, respectively: Year Ended in thousands 2023 2022 Cost of revenues $ — $ 806 Research and development 7,143 15,832 Sales and marketing 251 5,899 General and administrative 4,180 33,367 Stock-based compensation expense $ 11,574 $ 55,904 As of December 31, 2023, there was no stock-based compensation capitalized in inventories. As of December 31, 2022, there was less than $0.1 million of stock-based compensation capitalized in inventories. On November 22, 2021, under the 2021 Plan and in conjunction with the acquisition of Apollo, the Compensation Committee issued 1,047,115 PSUs to the employees of Apollo Fusion who joined the Company. PSUs are subject to certain performance-based and service-based vesting conditions and would vest over four years with 25% of awards vesting on July 1, 2022, and the remaining 75% vesting quarterly over the remaining 12 quarters beginning on November 15, 2022, only for the portion of PSUs that is eligible to become vested which will be determined based upon timely satisfaction of performance conditions. The number of PSUs vested is determined by multiplying the total number of PSUs granted by the percentage of milestones achieved and by the percentage of PSUs that satisfy the time-based vesting condition on such time-vesting date. Certain performance conditions for PSUs are subjective and the number of PSUs related to these performance conditions did not meet the criteria for the grant date. Accordingly, 523,557 PSUs and 52,355 PSUs related to the performance conditions that are not subjective were considered granted as of November 22, 2021 and January 21, 2022, respectively. In July , the PSU agreements were amended to remove the performance-based vesting conditions and only retain the time-based vesting condition. Accordingly, PSUs related to the milestones that previously did not meet the criteria for the grant date were considered granted as of July , . Therefore, the Company recognized ne and $ million compensation costs related to PSUs for the year ended December , and , respectively, to reflect the PSUs that satisfied the time-based vesting condition on the time-vesting dates. Cancellation of Performance Stock Options awards with Service, Performance and Market Conditions On September 20, 2021, under the 2021 Plan, the Company’s Board granted 873,745 performance stock options (13,016,178 performance stock options as previously reported prior to the Reverse Stock Split) to its executive officers. Of the performance stock options originally granted, only 650,809 (9,762,133 as previously reported prior to the Reverse Stock Split) remained outstanding on January 1, 2023 due to forfeitures occurring in connection with the resignations of former executive officers. The PSOs were subject to performance conditions that are both milestone based and share based. During the second quarter of 2023, the Board determined that the performance stock options no longer served the goal of driving financial performance and long-term shareholder value, nor did they serve as retention tools for the Company’s executive officers. Accordingly, the Board recommended cancellation of the PSOs, subject to stockholder approval. On June 8, 2023, stockholders approved the cancellation of the performance stock options and a proposed framework for a replacement award, to be granted to Mr. Kemp, Dr. London and Mr. Attiq before July 31, 2023, subject to the Board’s approval of the final award terms, including any performance conditions. No replacement awards were issued. As there was no concurrent replacement award, the cancellation was deemed a settlement of an award without consideration under ASC 718. Concurrently, the Company remeasured the value of these share-based awards re-assessing stock-based compensation expense remaining for Milestone B and $24.6 million unrecognized stock-compensation expense associated with remaining three milestones were not recognized as stock-based compensation as achievement of the performance conditions was determined to not be probable. As of December 31, 2023, the Company had no unrecognized stock-based compensation expense related to performance stock options. Stock Options Awards The following is a summary of stock option activity for the years ended December 31, 2023 and 2022: No. of Weighted- Weighted- Aggregate Outstanding - December 31, 2021 1,355,093 $ 112.80 9.4 $ 22,782,654 Granted 132,802 48.30 7.5 — Exercised (52,447 ) 6.75 1.3 — Forfeited (302,435 ) 122.85 — — Expired (49,772 ) 120.30 — — Outstanding - December 31, 2022 1,083,241 $ 106.65 8.4 $ 9,630 Granted 1,312,963 7.07 6.4 — Exercised (12,061 ) 6.91 0.2 — Forfeited/Cancelled (1,029,669 ) 89.17 — — Expired (33,934 ) 29.86 — — Outstanding - December 31, 2023 1,320,540 $ 24.13 8.4 $ 128,212 Unvested - December 31, 2023 968,959 16.8 9.1 122,787 Exercisable - December 31, 2023 351,581 $ 44.33 6.6 $ 5,425 Total intrinsic value of options exercised during the years ended December 31, 2023 and 2022, was approximately $31.6 thousand and $1.2 million, respectively. The Company uses the Black-Scholes option pricing-model to calculate the grant date fair value of time-based options and to calculate the grant date fair value of the PSOs which are performance and time-based. The following table summarizes the assumptions used in estimating the fair value of options granted in the years ended December 31, 2023 and 2022: Year Ended December 31, 2023 2022 Expected terms (years) 6.43 5.81 Expected volatility 96.5% 68.9 % Risk-free interest rate 3.46% - 4.98% 1.7 % Expected dividend rate — — Grant-date fair value $0.73 - $8.40 $ 3.20 Restricted Stock Units Awards The following is a summary of restricted stock units for the years ended December 31, 2023 and 2022: Number of Weighted- Outstanding - December 31, 2021 711,922 $ 138.00 Granted 1,155,851 31.80 Vested (309,397 ) 123.60 Forfeited (483,586 ) 87.30 Outstanding - December 31, 2022 1,074,790 $ 50.25 Granted 210,102 6.76 Vested (280,702 ) 55.35 Forfeited (409,952 ) 50.02 Outstanding - December 31, 2023 594,238 $ 33.60 Total fair value as of the respective vesting dates of restricted stock units vested for the year ended December 31, 2023 was approximately $1.3 million. As of December 31, 2023, the aggregate intrinsic value of unvested restricted stock units was $1.4 million. As of December 31, 2023, the Company had $17.7 million of unrecognized stock-based compensation expense related to restricted stock units. |
Provision for Income Taxes
Provision for Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Provision for Income Taxes | Note 11 — Provision for Income Taxes Components of Loss Before Provision for Income Taxes For financial reporting purposes, loss before provision for income taxes includes the following components: As of December 31, in thousands 2023 2022 Domestic $ (178,376 ) $ (411,438 ) Foreign — — Loss before income taxes $ (178,376 ) $ (411,438 ) For each of the years ended December 31, 2023 and 2022, 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, 2023 2022 U.S. federal provision at statutory rate 21.0 21.0 % Tax credits 2.4 2.1 Expired attributes (6.8 ) — Non-deductible (0.5 ) (1.0 ) Stock-based compensation (1.5 ) (1.3 ) Debt restructuring (7.3 ) — Fair value adjustment 2.8 (1.0 ) Change in valuation allowance (9.9 ) (16.8 ) Goodwill impairment — (3.0 ) Other (0.2 ) — Effective tax rate 0.0 % 0.0 % Deferred Taxes The Company’s deferred income tax assets and liabilities are as follows: As of December 31, in thousands 2023 2022 Deferred tax assets: Net operating loss carry forward $ 115,657 $ 95,980 Tax credits 18,565 24,296 Capitalized research and development 32,210 21,763 Stock-based compensation 1,031 2,752 Operating lease liabilities 2,579 3,283 Fixed assets 16,606 — Intangibles — 18,245 Accruals and reserves 7,049 6,734 Deferred revenue 6,002 1,271 Other 126 — Total deferred tax assets 199,825 174,324 Deferred tax liabilities: Right of use assets (2,468 ) (3,273 ) Intangible assets (478 ) (913 ) Total deferred tax liabilities (2,946 ) (4,186 ) Net deferred tax assets before valuation allowance 196,879 170,138 Valuation allowance (196,879 ) (170,138 ) 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 $26.7 million and $81.5 million during the years ended December 31, 2023 and 2022, respectively. As of December 31, 2023, the Company had $448.1 million of U.S. federal net operating loss carryforwards, of which $428.0 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 $340.8 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, 2023, the Company also has federal and California research and development tax credit carryforwards of $7.7 million and $18.5 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 Section 382 of 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. 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. 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, 2023 and 2022. The following is a tabular reconciliation of the total amounts of unrecognized tax benefits: For The Year Ended in thousands 2023 2022 Unrecognized tax benefits as of the beginning of the year $ 5,510 $ 5,114 Decrease related to prior year tax provisions (2,363 ) (1,582 ) Increase related to current year tax provisions 1,261 1,978 Unrecognized tax benefits as of the end of the year $ 4,408 $ 5,510 The unrecognized gross tax benefits would not reduce the annual effective tax rate if recognized because the Company recorded a valuation allowance on its deferred tax assets. As of December 31, 2023, 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 |
Loss per Share
Loss per Share | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Loss per Share | Note 12 — Loss per Share The Company computes basic loss per share of Common Stock using the two-class two-class common share is determined based on the weighted-average number of common shares outstanding during each period. The dilutive effect of outstanding options and warrants is calculated using the treasury stock method. The dilutive effect of shares underlying the Company’s Senior Convertible Notes is calculated using the if-converted The following tables set forth the computation of basic and diluted loss for the years ended December 31, 2023 and 2022: Year Ended December 31, 2023 2022 (in thousands, except share and per share amounts) Class A Class B Class A Class B Net loss attributed to common stockholders $ (144,020 ) $ (34,356 ) $ (325,441 ) $ (85,997 ) Basic and Diluted weighted average common shares outstanding 15,521,073 3,702,613 14,011,861 3,702,613 Basic and Diluted loss per share $ (9.28 ) $ (9.28 ) $ (23.23 ) $ (23.23 ) There were no preferred dividends declared December 31, 2023 2022 Stock options 993,892 432,431 RSUs 591,882 1,074,790 Warrants 9,198,294 — Total 10,784,068 1,507,221 No shares of Class B Common Stock were excluded in the computation of diluted shares outstanding for the years ended December 31, 2023 and 2022. |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
Segment Information | Note 13 — Segment Information The Company reports segment information based on a “management” approach to reflect the operating segments for which the Company’s Chief Executive Officer, as the Chief Operating Decision Maker (“CODM”), makes decisions and assesses performance. The Company has two operating and reporting segments: Launch Services and Space Products. Launch Services Space Products All intercompany revenues and expenses are eliminated in the consolidated financial statements. The following table shows revenue by reportable segment for the years ended December 31, 2023 and 2022: Year Ended in thousands 2023 2022 Revenues: Launch services $ — $ 5,899 Space products 3,874 3,471 Total revenues: $ 3,874 $ 9,370 Cost of revenues: Launch services $ — $ 28,193 Space products 1,812 1,337 Total cost of revenues: $ 1,812 $ 29,530 Gross profit (loss): Launch services $ — $ (22,294 ) Space products 2,062 2,134 Total gross profit (loss): $ 2,062 $ (20,160 ) The Company evaluates the performance of its reportable segments based on segment gross profit. Segment gross profit is segment revenue less segment cost of revenue. Unallocated expenses include operating expenses related to research and development, selling and marketing and general and administrative expenses as they are not considered when management evaluates segment performance. The following table reconciles segment gross profit to loss before provision for income taxes for the years ended December 31, 2023 and 2022: Year Ended in thousands 2023 2022 Gross profit (loss) $ 2,062 $ (20,160 ) Research and development 95,408 140,666 Selling and marketing 5,607 17,401 General and administrative 46,422 85,285 Impairment expense — 76,889 Goodwill impairment — 58,251 Gain on change in fair value of contingent consideration (23,900 ) 20,200 Interest income (1,962 ) (1,748 ) Interest expense 3,619 — Other expense (income), net (2,118 ) (5,666 ) Loss on change in fair value of Convertible Notes 21,960 — Loss on change in fair value of warrants 6,529 — Loss on extinguishment of convertible notes 28,873 — Loss on extinguishment of convertible notes — — Loss before taxes $ (178,376 ) $ (411,438 ) The Company does not evaluate performance or allocate resources based on reporting segment’s total assets or operating expenses, and therefore this information is not presented. All of the Company’s long-lived assets are located in the U.S. The Company is subject For the years ended December 31, 2023 and 2022, the following customers accounted for greater than 10% of the Company’s total revenues pertaining to its Space Products and Launch Services revenues: For the Year Ended December 31, 2023 2022 Space Products Launch Services Space Products Launch Services Customer 1 50 % — — — Customer 2 50 % — — — Customer 3 — — 59 % — Customer 4 — — — 37 % The Company did not generate revenue in its Launch Services for the year ended December 31, 2023. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 14 — Related Party Transactions Cue Health, Inc. In August 2021, the Company entered into a six-month COVID-19 Subsequent Financings As described in Note 7 — Long-term Debt and Warrants, Also, on November 21, 2023, and as further described in Note 7 — Long-term Debt and Warrants Notes See Note 15 — Subsequent Events |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 15 — Subsequent Events Termination of 2021 ESPP. On January 17, 2024, the Company’s cancellation of the 2021 ESPP was effective. Subsequent Issuances of Convertible Notes and Warrants and Amendment to the terms of the Convertible Notes and Warrants (and Related Party transactions) Since December 31, 2023, the Company has closed on subsequent financings under the Subsequent Financing Agreement (as further amended or modified on January 19, 2024, January 31, 2024, February 26, 2024, March 7, 2024 and April 10, 2024) on January 19, 2024, February 26, 2024, March 5, 2024, March 7, 2024, March 8, 2024, and March 15, 2024. As of April 10, 2024, the aggregate principal amount of all outstanding Convertible Notes (including any paid-in-kind interest) Investor Principal Accrued but Warrants to JMCM Holdings LLC (1) $ 9,917,870 $ 231,417 5,684,354 SherpaVentures Fund II, LP 5,247,131 122,433 2,212,768 MH Orbit, LLC (2) 4,016,000 93,707 1,732,673 RBH Ventures Astra SPV, LLC 2,999,000 55,442 1,295,607 Astera Institute 5,000,000 58,333 2,165,842 ERAS Capital, LLC 1,000,000 11,333 433,168 Ulrich Gall 200,000 2,200 — Founders: Chris C. Kemp, Trustee of the Chris Kemp 2,196,667 50,006 866,337 Adam London 1,173,333 26,128 433,168 Total Convertible Notes and Warrants $ 31,750,001 $ 650,999 14,823,917 (1) Includes the Original Warrants of which JMCM Holdings LLC is the only holder. (2) Investor is an affiliate of JMCM Holdings LLC The additional Convertible Note purchases of the Kemp Trust and Dr. London described here are also related party transactions. Also, since December 31, 2023, the Company and the investors in the Convertible Notes, Company Warrants and Original Warrants amended or modified the Subsequent Financing Agreement and the Convertible Notes on January 19, 2024 (the “January 19 Amendment”), January 31, 2024 (the “January 31 Amendment”), February 26, 2024 (the “February Amendment”) and April 10, 2024 (the “April Amendment”) and together with the January 19 Amendment, the January 31 Amendment and the February Amendment (the “Amendments”). The January 19 Amendment extended the date by which a Subsequent Closing (as defined the Subsequent Financing Agreement) may occur without the consent of a majority-in-interest The January 31 Amendment extended the first amortization payment under the Convertible Notes, which was originally due on February 1, 2024, to May 1, 2024. The February Amendment also increased the maximum amount of the Aggregate Stated Principal Amount (as defined in the Subsequent Financing Agreement) of the Convertible Notes from $25.0 million to $35.0 million, which amount was subsequently increased to $50.0 million pursuant to the April Amendment. The April Amendment also amended the Subsequent Financing Agreement by extending all obligations of the Company that are due on May 1, 2024 (other than the amortization payment due under the Convertible Notes) to August 1, 2024, as well as extending the date by which the Company must obtain the Stockholder Approval required under Section 4(c)(c) of the Subsequent Financing Agreement to the later to occur of (i) August 1, 2024, or (ii) the first annual meeting of stockholders to take place after November 21, 2023. Manufacturing License with AST & Science, LLC On March 6, 2024, the Company entered into a Royalty Bearing Manufacturing License (the “Manufacturing License”) with AST & Science, LLC (“AST”). The Company and AST are parties to a Supply and Manufacturing Agreement, dated April 28, 2022 (the “Supply Agreement”), pursuant to which the Company manufactures certain spacecraft engines, flight sets, power processing units and feed systems (the “AST Products”) for AST. The Manufacturing License, among other things, provides AST a license to manufacture the AST Products for its internal use as a means to increase the quantity of AST Products available in the future and to provide an alternative source of supply for a critical component. The Manufacturing License is a limited, non-exclusive, non-transferable, non-sublicensable, Merger Agreement (and Related Party Transaction) As introduced in Note 1 — Description of Business, Basis of Presentation and Significant Accounting Policies At the Effective Time, by virtue of the occurrence of the Merger, the following will occur: • each share of Class A Common Stock or Class B Common Stock (each a “Common Share”) that is owned by the Company as treasury shares and each Common Share that is owned by any direct or indirect wholly owned subsidiary of the Company, or by Parent, Merger Sub, or any direct or indirect wholly owned subsidiary of Parent or Merger Sub, in each case, issued and outstanding immediately prior to the Effective Time, will automatically be canceled without payment of any consideration therefor and cease to exist (the “Canceled Common Shares”); • each share of Class A Common Stock (each a “Class A Share”) for which the holder thereof did not consent or vote in favor of the Merger Agreement and is entitled to and properly demands appraisal pursuant to the DGCL, and does not withdraw or otherwise lose the right to appraisal pursuant to the DGCL, will automatically be canceled (subject to the appraisal rights of such holders) (such Common Shares, the “Dissenting Shares”); • each (i) Class A Share and (ii) Class A Share subject to a Director RSU Award (as defined below) that has fully vested as of the Effective Time, that is issued and outstanding immediately prior to the Effective Time and held by Parent or its affiliates, including the Specified Stockholders (which constitute Mr. Kemp, Dr. London and their immediate family members and certain trusts or other entities in which either Mr. Kemp or Dr. London or their immediate family members hold voting, proprietary, equity or other financial interests) and certain other holders of Class A Shares (the “Rollover Shares”), as of immediately prior to the Effective Time as a result of having been acquired by Parent or its affiliates pursuant to a rollover agreement in a form mutually acceptable to Parent and the Company (each, a “Rollover Agreement”) or in connection with the funding of a capital commitment set forth in an Equity Commitment Letter (as defined below), will be canceled and cease to exist (the “Rollover”); provided that the Rollover will be permitted only if no Class B Shares are issued and outstanding; • each Class A Share (other than (i) the Rollover Shares, (ii) any Canceled Common Shares and (iii) any applicable Dissenting Shares) issued and outstanding immediately prior to the Effective Time (such Class A Shares, the “Converted Shares”): • will automatically be canceled and converted into the right to receive $0.50 per share in cash, without interest (the “Merger Consideration”); • will no longer be outstanding and cease to exist; • each certificate formerly representing any such shares (each, a “Certificate”) or the applicable number of uncertificated shares represented by book-entry (each, a “Book-Entry Share”) will thereafter represent only the right to receive the Merger Consideration in accordance with the Merger Agreement; and • each share of common stock of Merger Sub (each, a “Merger Sub Share”) issued and outstanding immediately prior to the Effective Time will automatically be converted into and become one authorized, validly issued, fully paid and nonassessable share of common stock, par value $0.0001 per share, of the surviving corporation (each, a “Surviving Company Common Share”). Following the execution of the Merger Agreement, and pursuant to the terms of the Merger Agreement, the Company (i) deposited into a segregated bank account of Astra Space Operations LLC (the “Segregated Account”) an amount in cash equal to $3.5 million (the “Segregated Funds”), and (ii) is working as promptly as reasonably practicable to (x) withdraw all funds held in the Segregated Account other than the Segregated Funds and (y) suspend any automatic withdrawal arrangements applicable to the Segregated Account. The Segregated Account is not permitted to contain any funds other than the Segregated Funds, and the Segregated Funds will be managed by the Company at the reasonable direction of the Special Committee of the Board of Directors acting in accordance with its fiduciary duties. The Segregated Funds will be held in the Segregated Account free and clear of any liens of the collateral agent of the holders of the Company Convertible Notes (as defined below). Pursuant to its agreement with the holders of the Convertible Notes, the Company may only use funds in the Segregated Account for certain enumerated purposes as the Special Committee may direct the Company, which include, among other things, payroll expenses, employee health and benefit expenses, rent and utilities, directors’ and officers’ liability insurance and bankruptcy work (such purposes, the “Permitted Purposes”). The Limited Waiver and Consent to Senior Secured Convertible Notes and Common Stock Purchase Warrant and Reaffirmation of Transaction Documents, dated as of March 7, 2024 (the “Limited Waiver and Consent”), among the Company, each of the subsidiaries of the Company and the Investors party thereto further limits when the Special Committee may use the Segregated Funds for bankruptcy work. All outstanding Convertible Notes will, immediately after the Merger becomes effective, be converted into shares of Series A preferred stock, par value $0.0001 per share, of Parent (the “Parent Series A Preferred Stock”) in accordance with a noteholder conversion agreement, by and among Parent, Merger Sub, and each holder of Convertible Notes (the “Noteholder Conversion Agreement”). The Original Warrants and Company Warrants will, immediately after the Merger becomes effective, be exchanged for warrants to purchase Parent Series A Preferred Stock in accordance with a warrant exchange agreement, by and among Parent, Merger Sub, and each holder of Company Warrants (the “ Warrant Exchange Agreement Pursuant to the Purchase Agreement, the Company Convertible Notes Holders have, as applicable, and among other things, on the terms and subject to the conditions set forth therein, (i) consented to the execution of the Merger Agreement and the consummation of the Merger in accordance with the terms of the Merger Agreement; (ii) agreed that the filing with the SEC by one or more of the Company Convertible Notes Holders and the Company Warrant Holders, as applicable, together with one or more other persons indicating that a “group” (within the meaning of Section 13(d)(3) of the Exchange Act) has been formed which is the direct or indirect “beneficial owner” of more than 50% of the Company’s then-outstanding Common Shares in connection with the Merger will not trigger a fundamental change or fundamental transaction under the Company Convertible Notes or the Company Warrants; and (iii) agreed that neither the Segregated Account nor the funds credited therein will constitute collateral that secures the Company Convertible Notes, and permitted the Company to fund and maintain the Segregated Funds in the Segregated Account and that funds in the Segregated Account could not, subject to a limited exception, exceed $3.5 million (such amount, as it may be reduced from time to time on a dollar for dollar basis by any amounts withdrawn from the Segregated Account at the direction of the Special Committee in accordance with the terms of the Merger Agreement, the “Minimum Cash Amount”) to be used exclusively for the Permitted Purposes. All outstanding warrants to purchase Class A Shares, dated February 3, 2023 (the “ShareIntel Warrants”), will automatically be canceled and converted into the right to receive an amount in cash equal to the product of (i) the number of Class A Shares issuable upon exercise of the ShareIntel Warrants immediately prior to the Effective Time by (ii) the amount, if any, by which the Merger Consideration exceeds the per share exercise price of the ShareIntel Warrants. Pursuant to the Merger Agreement, at the Effective Time, each outstanding option to purchase Class A Shares (each, a “Company Option”) other than a Company Option with an exercise price equal to or greater than the Merger Consideration (an “Underwater Option”), that is outstanding immediately prior to the Effective Time, whether vested or unvested, will be assumed by Parent and converted into an option (the “Converted Options”) to purchase shares of class A common stock, par value $0.0001 per share, of Parent (the “Parent Class A Shares”). The Converted Options will continue to be subject to substantially the same terms and conditions as were applicable to such Company Options immediately prior to the Effective Time, except that (i) each Converted Option will be exercisable for that number of Parent Class A Shares equal to the number of Class A Shares subject to such option immediately prior to the Effective Time and (ii) the per share exercise price for each Parent Class A Share issuable upon exercise of a Converted Option will be equal to the exercise price per share of Class A Shares of such option immediately before the Effective Time. Each Underwater Option will be canceled for no consideration at the Effective Time. As of April 10, 2024, all Company Options were Underwater Options. In addition, at the Effective Time, each outstanding restricted stock unit with respect to Class A Shares (a “Company RSU Award” and collectively with the Company Options, the “Company Equity Awards”) held by any director of the Company who is not an employee of the Company (a “Director RSU Award”) will be accelerated in full. At the Effective Time, each Company RSU Award that has vested in accordance with its terms, or so accelerated in the case of Director RSU Awards (except for Rollover Shares that are issued upon acceleration of Director RSU Awards) will be canceled and will only entitle the holder of such Company RSU Award to receive (without interest) an amount in cash equal to (i) the number of Class A Shares subject to such Company RSU Award immediately prior to the Effective Time multiplied by (ii) the Merger Consideration. At the Effective Time, each Company RSU Award that has not vested in accordance with its terms or so accelerated will be canceled for no consideration. The execution and delivery of the Merger Agreement, subject to the requisite stockholder approval was recommended by the Special Committee to the Board on March 5, 2024. On March 5, 2024, the Board, with Mr. Kemp, Dr. London and Mr. Stanford abstaining, approved the execution and delivery of the Merger Agreement and recommended the adoption of the Merger Agreement and the Merger to the stockholders of the Company. On March 7, 2024, following the execution of the Merger Agreement, Mr. Kemp and Dr. London, who on such date beneficially owned Common Shares representing approximately 66.3% of the total voting power of the outstanding Common Shares, executed and delivered to the Company a written consent adopting the Merger Agreement and approving the Merger (the “Written Consent”). No further action by any other Company stockholder is required under applicable law or the Merger Agreement (or otherwise) in connection with the adoption of the Merger Agreement. The Kemp Trust, Dr. London and ACME II and Eagle Creek Capital LLC (“Eagle Creek”), affiliates of Mr. Stanford, have all signed equity commitment letters in favor of the Parent under the terms of which each agree to provide equity financing to Parent in the amounts specified in their respective equity commitment letters. Mr. Kemp and Dr. London are also affiliated with Parent. Therefore, the entry of the Merger Agreement by the Company constitutes a related party transaction. Section 220 Demand in Connection with the Merger Agreement. On April 5, 2024, Jonathan Horner, a stockholder of the Company, requested copies of books and records pursuant to Section 220 of the Delaware General Corporation Law (the “Horner 220 Demand”), which connection was made to investigate the events leading to the execution of the Merger Agreement, among other things. Following the Company’s filing of its Preliminary Information Statement, Mr. Horner delivered a supplement to the Horner 220 Demand on April 11, 2024. The Company is evaluating its response to the Horner Demand. Due to the early stage of the matter, 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. AST License Agreement On March 6, 2024, a subsidiary of the Company, entered into a Royalty Bearing Manufacturing License (the “Manufacturing License”) with Astra Space Technologies Holding, Inc (“AST”). The Company and AST are parties to a Supply and Manufacturing Agreement, dated April 28, 2022 (the “Supply Agreement”), pursuant to which the Company manufactures certain spacecraft engines, flight sets, power processing units and feed systems (the “AST Products”) for AST. The Manufacturing License, among other things, provides AST a license to manufacture the AST Products for its internal use as a means to increase the quantity of AST Products available in the future and to provide an alternative source of supply for a critical component. The Manufacturing License is a limited, non-exclusive, non-transferable, non-sublicensable, April 2024 and additional payments due in the second half of the year upon delivery of additional AST Products. |
Description of Business, Basi_2
Description of Business, Basis of Presentation and Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly owned 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. All significant intercompany balances and transactions have been eliminated in consolidation. |
Reclassification | Reclassification Certain prior period amounts have been reclassified to conform to the current period presentation. The impact of these reclassifications was not material to the consolidated financial statements for the periods presented. |
Merger Agreement | Merger Agreement On March 7, 2024, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Apogee Parent Inc. (“Parent”) and Apogee Merger Sub Inc. (“Merger Sub”) pursuant to which Merger Sub will merger with and into the Company, with the Company as the surviving corporation. The Merger Agreement was approved by stockholders holding the requisite voting power on March 7, 2024 and is expected to close during the second quarter of 2024. Once completed, the Company will no longer be a public company and is expected to delist from Nasdaq. See Note 15 — Subsequent Events |
Reverse Stock Split | Reverse Stock Split On July 6, 2023, the board of directors of the Company (the “Board”) approved an amendment to the Company’s Second Amended and Restated Certificate of Incorporation to effect (a) a 1-for-15 1-for-15 1-for-5 1-for-15 On September 12, 2023, the Company amended its existing Second Amended and Restated Certificate of Incorporation (the “Prior Certificate”), to implement the Reverse Stock Split by filing the Certificate of Amendment to Second Amended and Restated Certificate of Incorporation (the “Amendment”) with the Secretary of State of the State of Delaware. The Amendment became effective at 4:01 PM Eastern Time on September 13, 2023 (the “Effective Time”), thereby giving effect to the Reverse Stock Split. The Prior Certificate was further amended, as of the Effective Time, to clarify that the Company will round up to the nearest whole shares for treatment of any fractional shares of Common Stock in connection with the Reverse Stock Split. The par value of the Company’s Common Stock and the number of authorized shares of the Common Stock were not affected by the Reverse Stock Split. The Class A Common Stock began trading on a Reverse Stock Split-adjusted basis on the Nasdaq Capital Market at the opening of trading on September 14, 2023. The trading symbol for the Class A Common Stock remained “ASTR”. The Class A Common Stock was assigned a new CUSIP number (04634X202) following the Reverse Stock Split. Unless otherwise noted, share numbers and per share amounts in these consolidated audited financial statements reflect the Reverse Stock Split. Impact of the Reverse Stock Split The impacts of the Reverse Stock Split were applied retroactively for all periods presented in accordance with applicable guidance. Therefore, prior period amounts are different than those previously reported. Certain amounts within the following tables may not foot due to rounding. December 31, 2022 December 31, 2021 As Previously Impact of As Adjusted As Previously Impact of As Adjusted Class A common stock 213,697,468 (199,450,970 ) 14,246,498 207,451,107 (193,621,033 ) 13,830,074 Class B common stock 55,539,188 (51,836,575 ) 3,702,613 55,539,189 (51,836,576 ) 3,702,613 The following table illustrates changes in loss per share and weighted average shares outstanding, as previously reported prior to, and as adjusted subsequent to, the impact of the Reverse Stock Split retroactively adjusted for the periods presented: Year Ended December 31, 2022 As Previously Impact of As Adjusted Class A common stock: Weighted average shares outstanding - basic and diluted 210,177,911 (196,166,050 ) 14,011,861 Loss per share - basic and diluted $ (1.55 ) $ (21.68 ) $ (23.23 ) Class B common stock: Weighted average shares outstanding - basic and diluted 55,539,188 (51,836,575 ) 3,702,613 Loss per share - basic and diluted $ (1.55 ) $ (21.68 ) $ (23.23 ) The following outstanding stock options and restricted stock units exercisable or issuable into shares of Class A Common Stock were not included in the computation of diluted shares outstanding because the effect would be anti-dilutive: December 31, 2022 As Impact of As Stock options 6,486,468 (6,054,037 ) 432,431 Restricted stock units 16,121,844 (15,047,054 ) 1,074,790 Total antidilutive shares excluded from loss per share - diluted 22,608,312 (21,101,091 ) 1,507,221 Restricted stock awards were adjusted retroactively to give effect to the Reverse Stock Split for the year ended December 31, 2022: As Previously Reported Impact of Reverse Stock Split As Adjusted No. of Weighted- Exercise Price No. of Weighted- Exercise Price No. of Weighted- Exercise Price Outstanding - December 31, 2021 10,678,818 $ 9.20 (9,966,896 ) $ 128.80 711,922 $ 138.00 Granted 17,337,752 2.12 (16,181,901 ) 29.68 1,155,851 31.80 Vested (4,640,946 ) 8.24 4,331,549 115.36 (309,397 ) 123.60 Forfeited (7,253,780 ) 5.82 6,770,194 81.48 (483,586 ) 87.30 Outstanding - December 31, 2022 16,121,844 $ 3.35 (15,047,054 ) $ 46.90 1,074,790 $ 50.25 Stock options were adjusted retroactively to give effect to the Reverse Stock Split for the year ended December 31, 2022: As Previously Reported Impact of Reverse Stock Split As Adjusted No. of Weighted- No. of Weighted- No. of Weighted- Outstanding - December 31, 2021 20,326,384 $ 7.52 (18,971,291 ) $ 105.28 1,355,093 $ 112.80 Granted 1,992,027 3.22 (1,859,225 ) 45.08 132,802 48.30 Exercised (786,703 ) 0.45 734,256 6.30 (52,447 ) 6.75 Forfeited (4,536,520 ) 8.19 4,234,085 114.66 (302,435 ) 122.85 Expired (746,587 ) 8.02 696,815 112.28 (49,772 ) 120.30 Outstanding - December 31, 2022 16,248,601 $ 7.11 (15,165,360 ) $ 99.54 1,083,241 $ 106.65 |
Liquidity | Liquidity The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. The going concern basis of presentation assumes that the Company will continue in operation one year after the date these consolidated financial statements are issued and will be able to realize its assets and discharge its liabilities and commitments in the normal course of business. Pursuant to the requirements of ASC Topic 205-40, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern The Company evaluated whether there are any conditions and events, considered in the aggregate, that raise substantial doubt about its ability to continue as a going concern for one year from the date these audited consolidated financial statements are issued. Since inception, the Company has incurred significant operating losses and has an accumulated deficit of approximately $ 2.0 billion existing sources of liquidity included cash and cash equivalents of $3.9 million. The Company believes that its current level of cash and cash equivalents is not sufficient to fund commercial scale production and sale of its services and products. Since December 31, 2023, the Company has raised gross proceeds of approximately $13.9 million through the sale of Convertible Notes and the sale of Common Stock Purchase Warrants (the “Company Warrants”), exercisable into 5,627,290 shares of the Company’s Class A Common Stock. See Note 15 — Subsequent Events To proceed with the Company’s business plan and continue the Company’s business operations, the Company will need to raise substantial additional funds through the issuance of additional debt, equity or both. Under the terms of the Merger Agreement, the Company is restricted from incurring new debt or issuing equity except through the offer and sale of the Convertible Notes and Company Warrants. See Note 7 — Long-Term Debt and Warrants Note 15 — Subsequent Events Note 15 — Subsequent Events In an effort to alleviate these conditions, the Company continues to seek and evaluate additional opportunities to raise additional capital through the issuance of equity or debt securities. There can be no assurance that the Company will be able to obtain the needed financing on acceptable terms or at all. Further, the Merger Agreement prohibits the Company from issuing Convertible Notes or Company Warrants to any person prior to the consummation of the Merger unless (i) such person becomes a noteholder under the Noteholder Conversion Agreement or a holder under the Warrant Exchange Agreement, respectively, by executing a joinder agreement substantially in the form attached to such agreement and delivering the same to each of Merger Sub and Parent and (ii) holders of a majority in interest of the Convertible Notes or Warrants, as applicable, then outstanding consent to such issuance and joinder, all of which may affect the Company’s ability to raise additional funds from the sale of its Convertible Notes and Company Warrants. As a result of these uncertainties, and notwithstanding management’s plans and efforts to date, there is substantial doubt about the Company’s ability to continue as a going concern for a period of at least one year from the date of issuance of these consolidated financial statements. If the Company is unable to raise substantial additional capital in the near term and as necessary to continue the Company’s business operations prior to a closing of the Merger, the Company’s operations and production plans will be further scaled back or curtailed or cease entirely and the Company may not realize any significant value from its assets and may be required to file a Chapter 7 Liquidation. The Company has, however, prepared these consolidated financial statements on a going concern basis, assuming that the Company’s financial resources will be sufficient to meet its capital needs over the next twelve months. Accordingly, the Company’s financial statements do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should it be unable to continue in operation in the next twelve months. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash and cash equivalents, and accounts receivable. The Company maintains cash and cash equivalent balances in bank accounts with multiple banking partners. All cash accounts are located in the United States (“U.S.”) and insured by the FDIC up to $250,000. The Company’s accounts receivable are derived from revenue earned from customers or invoices billed to customer that are unconditional right to payment. Our customers are located within the U.S. The Company mitigates collection risks from its customers by performing regular credit evaluations of the financial condition of its customers. The Company believes there is no material exposure to any significant credit risks related to its cash and cash equivalents or accounts receivable and has not experienced any material losses in such accounts. The following customers accounted for greater than 10% of the Company’s trade accounts receivable as of the date reflected: December 31, December 31, Customer 1 92.4 % — Customer 2 — 53.3 % Customer 3 — 21.7 % Customer 4 — 20.8 % For the years ended December 31, 2023 and 2022, the following customers accounted for greater than 10% of the Company’s total revenues: Year Ended 2023 2022 Customer 5 50.4 % — Customer 6 49.6 % — Customer 7 — 59.2 % Customer 8 — 37.0% |
Use of Estimates and Judgments | Use of Estimates and Judgments 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 n, fair value |
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. The Company has two operating and reportable segments: Launch Services and Space Products. The segment reporting for prior periods were recast to conform to the current period presentation. See Note 13 – Segment Information |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers 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 freely available cash deposited with banks and invested in money market accounts. The Company determines the appropriate classification of our cash and cash equivalents at the time of purchase. The Company does not include any amounts subject to restrictions as part of cash equivalents. |
Restricted Cash | Restricted Cash Restricted cash consists of cash that is being held in a segregated account as collateral for the Company’s payment and performance obligations under Convertible Notes and may only be disbursed with the consent of holders of a majority-in-interest Note 7 — Long Term Debt and Warrants |
Marketable Securities | Marketable Securities Marketable securities may consist of U.S. Treasury securities, corporate debt securities, commercial paper, and asset backed securities. The Company classifies marketable securities as available-for-sale |
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. The Company had no reserve for expected credit losses as of December 31, 2023 and 2022. No accounts were written off during the years ended December 31, 2023 and 2022. |
Inventories | Inventories Inventories consist of materials expected to be used for customer-specific contracts, or for future contracts. Costs include direct material, direct labor, shipping costs, 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 was not material for the years ended December 31, 2023 and 2022. 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 |
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 as of October 1 of each year (or more frequently if impairment indicators arise) for impairment. To review for impairment, the Company first assesses qualitative factors to determine whether events or circumstances lead to a determination that it is more likely than not that the fair value of a 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 determined that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, no further assessment is performed. If the Company determines that it is more like Note 4 – Goodwill and Intangible Assets. |
Long-lived and Intangible Assets | Long-lived and Intangible 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 assets are capitalized at fair value and assessed for impairment thereafter. Long-lived assets are reviewed for impairment 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 the Company considers 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. Long-lived asset recoverability is measured by comparing the carrying amount of the asset group with its estimated future undiscounted pre-tax Note 3 – Supplemental Financial Information |
Leases | Leases 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. 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 6 — Leases. |
Fair Value Measurements | Fair Value Measurements According to ASC Topic 820, Fair Value Measurements and Disclosures 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 lit tle or n Entities are permitted to choose to measure certain financial instruments and other items at fair value. |
Warrants to Purchase Class A Common Stock | Warrants to Purchase Class A Common Stock 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 For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and at each reporting period thereafter. The valuation of such instruments is subject to change predominantly driven by changes in the market price of a share of the Company’s Class A Common Stock. Changes in the estimated fair value of the warrants are recognized as a non-cash The Company also has issued an immaterial numbe r of war Note 7 — Long-Term Debt and Warrants |
Fair Value Option of Accounting | Fair Value Option of Accounting When financial instruments contain various embedded derivatives which may require bifurcation and separate accounting of those derivatives apart from the entire host instrument, if eligible, ASC 825, Financial Instruments may be elected on an instrument-by-instrument Based on the eligibility assessment discussed above, the Company determined that the Convertible Notes were eligible for the FVO and accordingly elected the FVO for the Convertible Notes. This election was made because of operational efficiencies in valuing and reporting for these debt instruments in their entirety at each reporting date. The Convertible Notes contain a number of embedded derivatives, such as payment-in-kind pens Note 7 — Long- Term Debt and Warrants |
Debt issuance costs | Debt issuance costs Debt issuance costs incurred to obtain debt financings are deferred and are amortized over the term of the debt using the effective interest method for all debt financings in which the fair value option has not been elected. Debt issuance costs on debt financings in which the fair value option is not elected are recorded as a reduction to the carrying value of the debt and are amortized to interest expense or interest expense, as applicable, in the consolidated statements of operations. For any debt financing in which the Company has elected the fair value option, any debt issuance costs associated with the debt financing are immediately recognized in interest expense in the consolidated statements of operations and are not deferred See Note 1 — — Long-term Debt and Warrants |
Revenue Recognition | Revenue Recognition 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. The Company expects to generate revenue by providing the following services and products: Launch Services Space Products in-space ® As of December 31, 2023, the Company has entered into contracts for Launch Services and Space Products. The Company’s contracts may provide customers with termination for convenience clauses, which may or may not include termination penalties. In some contracts for Launch Services as well as Space Products, the size of the contractual termination penalty increases closer to the scheduled launch date. Some of the Company’s Space Products contracts include license rights that become effective should the Company be unable to perform under the contract and authorizes the customer to make, or have made, the Space Products that are the subject matter of the contract. 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 — Launch System 2. As a result, the Company discontinued the production of launch vehicles supported by Launch System 1 and did not conduct any further commercial launches in 2022 or 2023. Following this decision in July 2022, the Company began discussions with customers for whom it agreed to launch payloads on launch vehicles supported by Launch System 1 and the shift of those flights to launch vehicles supported by its new Launch System 2. If a customer terminates its contract with the Company due to the shifting of the flights, the customer may not be obligated to pay the termination for convenience penalties. As of December 31, 2023, the Company has not received any termination penalties in Launch Services as a result of the rescheduling of launches. The Company issued one refund of $0.3 million during 2023 for a Launch Services program. Revenue for Launch Services and Space Products is recognized at a point in time when the Company has performed the promised services or, in the case of products, the later of delivery or customer acceptance, if such Typical Contractual Arrangements The Company provides its services based upon a combination of a statement of work (“SOW”) and an executed contract detailing the general terms and conditions. Services are generally 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, other than the Astra Spacecraft Propulsion Kit. 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 each propulsion system represents a distinct performance obligation. A contract for the Astra Spacecraft Propulsion Kit generally requires the Company to provide the four subsystems of the Astra Spacecraft Engine ® 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 of Space Products, the Company accounts for each launch or unit of Space Products as a separate performance obligation, because the customer can benefit from each launch or unit of Space Products on its own or with other readily available resources and the launch or unit is separately identifiable. The transaction price is allocated to each performance obligation on an estimated relative standalone selling price basis. The Company’s process to estimate standalone selling prices involves management’s judgment and considers multiple factors such as prices charged for similar goods and services and the Company’s ongoing pricing strategy and policies. Costs to obtain a contract The Company recognizes an asset for the incremental costs of obtaining a contract with a customer. These costs are ascribed to or allocated to the underlying performance obligations in the contract and amortized consistent with the recognition timing of the revenue for the underlying performance obligations. During the years ended December 31, 2023 and 2022, the Company did not recognize any expenses related to contract costs. The Company had no assets related to costs to obtain contracts as of December 31, 2023 and 2022. 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 components In certain arrangements, the Company may receive payment from a customer either before or after the performance obligation has been satisfied. Depending on the expected timing difference between the payment and satisfaction of performance obligations, the Company assesses whether a significant financing component exists. |
Research and Development ("R&D") | Research and Development ( “ R&D ” ) 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. R&D 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. R&D costs are expensed as incurred. For the years ended December 31, 2023 and 2022, the Company expensed research and development costs of $95.4 million and $140.7 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 the Company’s Class A Common Stock on the date of grant. The Company recognizes compensation expense for time-based stock options and shares issued in connection with the 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 a share of the Company’s Class A 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 judgment. 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, the Company will recognize a cumulative catch-up The Company does not apply an expected forfeiture rate at the time of grant and accounts for forfeitures as they occur. See Note 10- |
Provision for Income Taxes | Provision for Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC Topic 740, Income Taxes 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 11 — Provision for Income Taxes. |
Loss per Share | Loss per Share Net loss per share is calculated using the two-class Note 12— Loss per Share. |
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 8 — Commitments and Contingencies. |
Recently Issued Accounting Standards Not Yet Adopted and Recently Adopted Accounting Guidance | Recently Issued Accounting Standards Not Yet Adopted In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures 2023-07”). 2023-07 2023-07 In December 2023, the FASB issued ASU 2023-09 Improvements to Income Tax Disclosures 2023-09”). 2023-09 In March 2024, the SEC adopted new rules that will require registrants to provide certain climate-related information in their registration statements and annual reports. The rules require information about a registrant’s climate-related risks that are reasonably likely to have a material impact on its business, results of operations, or financial condition. The required information about climate Recently Adopted Accounting Guidance In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) 815-40): |
Description of Business, Basi_3
Description of Business, Basis of Presentation and Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Impact of the Reverse Stock Split Retroactively Adjustment | The impacts of the Reverse Stock Split were applied retroactively for all periods presented in accordance with applicable guidance. Therefore, prior period amounts are different than those previously reported. Certain amounts within the following tables may not foot due to rounding. December 31, 2022 December 31, 2021 As Previously Impact of As Adjusted As Previously Impact of As Adjusted Class A common stock 213,697,468 (199,450,970 ) 14,246,498 207,451,107 (193,621,033 ) 13,830,074 Class B common stock 55,539,188 (51,836,575 ) 3,702,613 55,539,189 (51,836,576 ) 3,702,613 The following table illustrates changes in loss per share and weighted average shares outstanding, as previously reported prior to, and as adjusted subsequent to, the impact of the Reverse Stock Split retroactively adjusted for the periods presented: Year Ended December 31, 2022 As Previously Impact of As Adjusted Class A common stock: Weighted average shares outstanding - basic and diluted 210,177,911 (196,166,050 ) 14,011,861 Loss per share - basic and diluted $ (1.55 ) $ (21.68 ) $ (23.23 ) Class B common stock: Weighted average shares outstanding - basic and diluted 55,539,188 (51,836,575 ) 3,702,613 Loss per share - basic and diluted $ (1.55 ) $ (21.68 ) $ (23.23 ) The following outstanding stock options and restricted stock units exercisable or issuable into shares of Class A Common Stock were not included in the computation of diluted shares outstanding because the effect would be anti-dilutive: December 31, 2022 As Impact of As Stock options 6,486,468 (6,054,037 ) 432,431 Restricted stock units 16,121,844 (15,047,054 ) 1,074,790 Total antidilutive shares excluded from loss per share - diluted 22,608,312 (21,101,091 ) 1,507,221 Restricted stock awards were adjusted retroactively to give effect to the Reverse Stock Split for the year ended December 31, 2022: As Previously Reported Impact of Reverse Stock Split As Adjusted No. of Weighted- Exercise Price No. of Weighted- Exercise Price No. of Weighted- Exercise Price Outstanding - December 31, 2021 10,678,818 $ 9.20 (9,966,896 ) $ 128.80 711,922 $ 138.00 Granted 17,337,752 2.12 (16,181,901 ) 29.68 1,155,851 31.80 Vested (4,640,946 ) 8.24 4,331,549 115.36 (309,397 ) 123.60 Forfeited (7,253,780 ) 5.82 6,770,194 81.48 (483,586 ) 87.30 Outstanding - December 31, 2022 16,121,844 $ 3.35 (15,047,054 ) $ 46.90 1,074,790 $ 50.25 Stock options were adjusted retroactively to give effect to the Reverse Stock Split for the year ended December 31, 2022: As Previously Reported Impact of Reverse Stock Split As Adjusted No. of Weighted- No. of Weighted- No. of Weighted- Outstanding - December 31, 2021 20,326,384 $ 7.52 (18,971,291 ) $ 105.28 1,355,093 $ 112.80 Granted 1,992,027 3.22 (1,859,225 ) 45.08 132,802 48.30 Exercised (786,703 ) 0.45 734,256 6.30 (52,447 ) 6.75 Forfeited (4,536,520 ) 8.19 4,234,085 114.66 (302,435 ) 122.85 Expired (746,587 ) 8.02 696,815 112.28 (49,772 ) 120.30 Outstanding - December 31, 2022 16,248,601 $ 7.11 (15,165,360 ) $ 99.54 1,083,241 $ 106.65 |
Schedule of Customer's Accounted for Greater Than 10% of Trade Accounts Receivable and Total Revenues | The following customers accounted for greater than 10% of the Company’s trade accounts receivable as of the date reflected: December 31, December 31, Customer 1 92.4 % — Customer 2 — 53.3 % Customer 3 — 21.7 % Customer 4 — 20.8 % For the years ended December 31, 2023 and 2022, the following customers accounted for greater than 10% of the Company’s total revenues: Year Ended 2023 2022 Customer 5 50.4 % — Customer 6 49.6 % — Customer 7 — 59.2 % Customer 8 — 37.0% |
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) | 12 Months Ended |
Dec. 31, 2023 | |
Revenues [Abstract] | |
Schedule of Revenue Disaggregated by Type of Revenue | The following table presents revenue disaggregated by type for the periods presented: Year Ended in thousands 2023 2022 Launch services $ — $ 5,899 Space products 3,874 3,471 Total revenues $ 3,874 $ 9,370 |
Supplemental Financial Inform_2
Supplemental Financial Information (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Supplemental Financial Information Abstract | |
Inventory | Inventories in thousands December 31, December 31, Raw materials $ 7,241 $ 2,622 Work in progress 8,134 1,520 Finished goods — — Inventories $ 15,375 $ 4,142 |
Schedule of Prepaid and Other Current Assets | Prepaid and Other Current Assets in thousands December 31, December 31, Deposits $ 4,347 $ 379 Prepaid license and other prepaid expenses 1,991 3,589 Employee Retention Credit - Payroll Tax — 4,283 Deferred contract costs 2,172 2,446 Other current assets 671 2,799 Prepaid and other current assets $ 9,181 $ 13,496 |
Schedule of Major Classes of Property Plant And Equipment | Property, Plant and Equipment, net in thousands December 31, December 31, Construction in progress $ 6,582 $ 8,309 Computer and software 2,963 2,810 Leasehold improvements 12,328 10,390 Research equipment 8,486 9,042 Production equipment 20,756 14,100 Furniture and fixtures 548 565 Total property, plant and equipment 51,663 45,216 Less: accumulated depreciation (24,811 ) (20,945 ) Property, plant and equipment, net $ 26,852 $ 24,271 |
Accrued Expenses and Other Current Liabilities | Accrued Expenses and Other Current Liabilities in thousands December 31, December 31, Employee compensation and benefits $ 1,299 $ 5,861 Construction in progress related accruals 340 2,692 Professional services 2,780 756 Accrued expenses 3,887 4,423 Accrued inventory purchases 4,647 2,848 Other miscellaneous 698 1,326 Accrued expenses and other current liabilities $ 13,651 $ 17,906 |
Other Income (Expense), Net | Other Income (Expense), Net Year Ended in thousands 2023 2022 Other income from research and development contracts $ 1,622 $ 5,789 Miscellaneous income (expense) 496 (123 ) Other income, net $ 2,118 $ 5,666 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Other Intangible Assets | Intangible Assets in thousands Carrying Accumulated Net Book December 31, 2023 Definite-lived intangible assets Developed technology $ 9,909 $ (4,465 ) $ 5,444 Customer contracts and related relationship 2,383 (2,047 ) 336 Trade names 123 (123 ) — Intangible assets subject to amortization 12,415 (6,635 ) 5,780 Indefinite-lived intangible assets Trademarks 2,106 — 2,106 Total $ 14,521 $ (6,635 ) $ 7,886 in thousands Carrying Accumulated Net Book December 31, 2022 Definite-lived intangible assets Developed technology $ 9,909 $ (2,910 ) $ 6,999 Customer contracts and related relationship 2,383 (1,376 ) 1,007 Trade names 123 (103 ) 20 Intangible assets subject to amortization 12,415 (4,389 ) 8,026 Indefinite-lived intangible assets Trademarks 2,106 — 2,106 Total $ 14,521 $ (4,389 ) $ 10,132 |
Expected Future Amortization Expense Related to Intangible Assets | Based on the amount of intangible assets as of December 31, 2023, the expected amortization expense for each of the next four years is as follows: in thousands Expected 2024 $ 1,891 2025 1,555 2026 1,555 2027 779 Total Intangible assets subject to amortization $ 5,780 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value Hierarchy | The following tables presents information about the Company’s assets and liabilities on December 31, 2023 and 2022, that are measured at fair value on a recurring basis: in thousands December 31, 2023 Description Level 1 Level 2 Level 3 Total Assets Cash equivalents: Money market account $ — $ — $ — $ — Total financial assets $ — $ — $ — $ — Liabilities: Warrants to purchase common stock $ — $ — $ 18,554 $ 18,554 Senior Convertible Notes 63,520 63,520 Total financial liabilities $ — $ — $ 82,074 $ 82,074 As of December 31, 2022 Description Level 1 Level 2 Level 3 Total Assets Cash equivalents: Money market account $ 21,909 $ — $ — $ 21,909 Marketable securities US Treasury securities 14,713 — — 14,713 Corporate debt securities — 16,915 — 16,915 Commercial paper — 34,698 — 34,698 Asset backed securities — 2,847 — 2,847 Total financial assets $ 36,622 $ 54,460 $ — $ 91,082 Liabilities: Contingent consideration $ — $ — $ 33,900 $ 33,900 Total financial liabilities $ — $ — $ 33,900 $ 33,900 |
Summary of Available-for-Sale Marketable Securities | The following is a summary of available-for-sale in thousands December 31, 2022 Description Amortized Gross Fair U.S. Treasury securities $ 14,763 $ (50 ) $ 14,713 Corporate debt securities 16,972 (57 ) 16,915 Commercial paper 34,698 — 34,698 Asset backed securities 2,850 (3 ) 2,847 Total available-for-sale $ 69,283 $ (110 ) $ 69,173 |
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 in thousands December 31, 2022 Fair Gross U.S. Treasury securities Less than 12 months $ 14,713 $ (50 ) Total $ 14,713 $ (50 ) Corporate debt securities Less than 12 months $ 16,915 $ (57 ) Total $ 16,915 $ (57 ) Commercial paper Less than 12 months $ 34,698 $ — Total $ 34,698 $ — Asset backed securities Less than 12 months $ 2,847 $ (3 ) Total $ 2,847 $ (3 ) |
Summary of Amortized Cost and Fair Value of Available-for-Sale Securities by Contractual Maturity | The following table presents the fair value and amortized cost of available-for-sale December 31, 2022 in thousands Amortized Fair Due in 1 year or less $ 69,283 $ 69,173 |
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 Warrants Fair value as of December 31, 2022 $ — Recognition of warrants to purchase common stock at fair value 12,025 Loss on change in fair value of warrants 6,529 Fair value as of December 31, 2023 $ 18,554 in thousands Senior Fair value as of December 31, 2022 $ — Issuance of convertible notes at fair value 41,560 Loss on change in fair value of convertible notes 21,960 Fair value as of December 31, 2023 $ 63,520 The $6.5 million loss on change in fair value of warrants during the year ended December 31, 2023 includes a $4.5 million gain that should have been recognized in the third quarter of 2023. The Company recorded this gain in the fourth quarter of 2023. The Company does not consider the adjustment material to either of the quarterly periods impacted. in thousands Contingent Fair value as of December 31, 2022 $ 33,900 Gain on change in fair value of contingent consideration (23,900 ) Common stock issued in settlement of contingent consideration (7,133 ) Consideration paid on settlement of contingent consideration (2,551 ) Gain on settlement of contingent consideration (316 ) Fair value as of December 31, 2023 $ — in thousands Contingent Fair value as of December 31, 2021 $ 13,700 Loss on change in fair value of contingent consideration 20,200 Fair value as of December 31, 2022 $ 33,900 |
Summary of Range of Inputs To Determine The Fair Value of Contingent Consideration | The following table sets forth the significant assumptions utilized to determine the fair value of contingent consideration as of December 31, 2022: December 31, Risk-free interest rate 4.14 % Expected revenue volatility 19.00 % Revenue discount rate 10.00 % Discount rate 7.50 % |
Long-Term Debt and Warrants (Ta
Long-Term Debt and Warrants (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Summary of Convertible Notes and Company Warrants and Original Warrants | The following summarizes the Company’s Convertible Notes, Company Warrants and Original Warrants by investor as of December 31, 2023: Convertible Notes Warrants Investor Principal Fair Value (2) Number of (3) Fair Value (2) JMCM Holdings LLC (1) $ 9,691,730 $ 34,548,016 5,684,354 $ 11,459,489 SherpaVentures Fund II, LP 5,127,490 18,277,913 2,212,768 4,469,926 Founders: Chris C. Kemp, Trustee of the Chris Kemp Living Trust dated February 10, 2021 2,000,000 7,129,381 866,337 1,750,053 Adam London 1,000,000 3,564,690 433,168 875,026 Total Convertible Notes and Warrants $ 17,819,220 $ 63,520,000 9,196,627 $ 18,554,494 (1) Includes the Original Warrants, which are exercisable to purchase 1,500,000 shares of Class A Common Stock; JMCM Holdings LLC is the only holder of the Original Warrants. (2) Represents the fair value of the Convertible Notes, Company Warrants and Original Warrants as of December 31, 2023, based on the accounting treatment elected by the Company. This does not reflect actual cash value delivered to any holder of the Convertible Notes, including the Kemp Trust and Dr. London. The valuation of such instruments is subject to change, predominantly driven by changes in the market price of a share of the Company’s Class A Common Stock. See the sections entitled Warrants to Purchase Class A Common Stock and Fair Value Option of Accounting in Note 1 — Description of Business, Basis of Presentation and Significant Accounting Policies Note 5 — Fair Value Measurements (3) The initial purchase price of the Convertible Notes, Company Warrants and Original Warrants for each of the investors was as follows: Investor Convertible Company Original JMCM Holdings LLC $ 9,691,730 $ 1,023,044 $ 6,005,975 SherpaVentures Fund II, LP 5,127,490 276,596 — Founders: Chris C. Kemp, Trustee of the Chris Kemp Living Trust dated February 10, 2021 2,000,000 108,292 — Adam London 1,000,000 54,146 — Total Convertible Notes and Warrants $ 17,819,220 $ 1,462,078 $ 6,005,975 |
Summary of Net Proceeds After Deducting Issuance Costs and Fair Value | The net proceeds to the Company after deducting lender fees, cash paid to third-parties for issuance costs and the fair value of Original Warrants was as follows: in thousands Senior Note Principal $ 12,500 Less: lender original issue discount (1) 375 Net cash proceeds 12,125 Less: cash expenses for third-party issuance costs (1) 1,356 Net proceeds after lender fees and third-party issuance costs 10,769 Less: Discount associated with fair value of Warrants (1) 6,005 Senior Note, net proceeds after lender fees, third-party issuance costs and Warrants $ 4,764 (1) amounts have been accounted for as debt discount and are being amortized to interest expense over the term of the loan using the effective interest method. |
Warrant [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Summary of Fair Value of Initial Warrants Using Black-Scholes Option Pricing Model | The Company determined the fair value of the Original Warrants as of August 4, 2023 and December 31, 2023 using the Black-Scholes option pricing model and applying the following assumptions: August 4, December 31, Expected terms (years) 5.0 4.6 Expected volatility 91.8 % 109.8 % Risk-free interest rate 4.15 % 3.84 % Expected dividend rate — — Value per share $ 5.71 $ 2.28 Exercise Price $ 6.75 $ 0.81 |
Convertible notes [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Summary of Fair Value of Initial Warrants Using Black-Scholes Option Pricing Model | The following is a summary of the fair value assumptions applied in determining the initial fair value and the Convertible Notes at each date: November 6, November 21, December 31, Risk-free interest rate 4.81 % 4.75 % 4.21 % Risk adjusted interest rate (for discount payment) 73.0 % 73.0 % 71.0 % Value per share $ 0.73 $ 1.55 $ 2.28 Volatility 47.00 % 39.50 % 35.50 % |
Letter of Credit [Member] | Senior Notes [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Summary of Fair Value of Initial Warrants Using Black-Scholes Option Pricing Model | The following is a summary of the fair value assumptions applied to determine the Black-Scholes fair value of the outstanding warrants at each date: November 6, November 13, November 21, December 31, Bridge Delayed Founders All Warrants Expected terms (years) 5.0 5.0 5.0 4.9 Expected volatility 100.11 % 108.59 % 108.79 % 109.83 % Risk-free interest rate 4.60 % 4.66 % 4.41 % 3.84 % Expected dividend rate — — — — Value per share $ 0.73 $ 1.47 $ 1.55 $ 2.28 Exercise Price $ 0.81 $ 0.81 $ 0.81 $ 0.81 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Share based compensation arrangement by share based payment award line items | |
Summary of Share-based Compensation | The following table summarizes stock-based compensation expense that the Company recorded in the consolidated statements of operations for the years ended December 31, 2023 and 2022, respectively: Year Ended in thousands 2023 2022 Cost of revenues $ — $ 806 Research and development 7,143 15,832 Sales and marketing 251 5,899 General and administrative 4,180 33,367 Stock-based compensation expense $ 11,574 $ 55,904 |
Summary of Stock Option Activity | The following is a summary of stock option activity for the years ended December 31, 2023 and 2022: No. of Weighted- Weighted- Aggregate Outstanding - December 31, 2021 1,355,093 $ 112.80 9.4 $ 22,782,654 Granted 132,802 48.30 7.5 — Exercised (52,447 ) 6.75 1.3 — Forfeited (302,435 ) 122.85 — — Expired (49,772 ) 120.30 — — Outstanding - December 31, 2022 1,083,241 $ 106.65 8.4 $ 9,630 Granted 1,312,963 7.07 6.4 — Exercised (12,061 ) 6.91 0.2 — Forfeited/Cancelled (1,029,669 ) 89.17 — — Expired (33,934 ) 29.86 — — Outstanding - December 31, 2023 1,320,540 $ 24.13 8.4 $ 128,212 Unvested - December 31, 2023 968,959 16.8 9.1 122,787 Exercisable - December 31, 2023 351,581 $ 44.33 6.6 $ 5,425 The Company uses the Black-Scholes option pricing-model to calculate the grant date fair value of time-based options and to calculate the grant date fair value of the PSOs which are performance and time-based. The following table summarizes the assumptions used in estimating the fair value of options granted in the years ended December 31, 2023 and 2022: Year Ended December 31, 2023 2022 Expected terms (years) 6.43 5.81 Expected volatility 96.5% 68.9 % Risk-free interest rate 3.46% - 4.98% 1.7 % Expected dividend rate — — Grant-date fair value $0.73 - $8.40 $ 3.20 |
Summary of restricted stock units | The following is a summary of restricted stock units for the years ended December 31, 2023 and 2022: Number of Weighted- Outstanding - December 31, 2021 711,922 $ 138.00 Granted 1,155,851 31.80 Vested (309,397 ) 123.60 Forfeited (483,586 ) 87.30 Outstanding - December 31, 2022 1,074,790 $ 50.25 Granted 210,102 6.76 Vested (280,702 ) 55.35 Forfeited (409,952 ) 50.02 Outstanding - December 31, 2023 594,238 $ 33.60 |
2023 Bonus Incentive Plan [Member] | |
Share based compensation arrangement by share based payment award line items | |
Summary of fair value of awards using black-scholes option pricing model | The Company used the Black-Scholes option pricing-model to calculate the fair value for PSOs allocated to each quarter of 2023, using the following assumptions: PSOs Awarded PSOs Awarded PSOs Awarded Expected terms (years) 6.7 6.1 6.1 Expected volatility 95.8 % 91.84% - 92.25% 94.91% - 95.2% Risk-free interest rate 3.61 % 4.04% - 4.15% 4.68% - 4.73% Expected dividend rate — — — Grant-date fair value $ 4.82 $3.20 - $4.72 $0.97 - $1.09 |
Provision for Income Taxes (Tab
Provision for Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Summary of Loss Before Provision for Income Taxes | For financial reporting purposes, loss before provision for income taxes includes the following components: As of December 31, in thousands 2023 2022 Domestic $ (178,376 ) $ (411,438 ) Foreign — — Loss before income taxes $ (178,376 ) $ (411,438 ) |
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, 2023 2022 U.S. federal provision at statutory rate 21.0 21.0 % Tax credits 2.4 2.1 Expired attributes (6.8 ) — Non-deductible (0.5 ) (1.0 ) Stock-based compensation (1.5 ) (1.3 ) Debt restructuring (7.3 ) — Fair value adjustment 2.8 (1.0 ) Change in valuation allowance (9.9 ) (16.8 ) Goodwill impairment — (3.0 ) Other (0.2 ) — Effective tax rate 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 2023 2022 Deferred tax assets: Net operating loss carry forward $ 115,657 $ 95,980 Tax credits 18,565 24,296 Capitalized research and development 32,210 21,763 Stock-based compensation 1,031 2,752 Operating lease liabilities 2,579 3,283 Fixed assets 16,606 — Intangibles — 18,245 Accruals and reserves 7,049 6,734 Deferred revenue 6,002 1,271 Other 126 — Total deferred tax assets 199,825 174,324 Deferred tax liabilities: Right of use assets (2,468 ) (3,273 ) Intangible assets (478 ) (913 ) Total deferred tax liabilities (2,946 ) (4,186 ) Net deferred tax assets before valuation allowance 196,879 170,138 Valuation allowance (196,879 ) (170,138 ) Net deferred tax assets (liabilities) $ — $ — |
Schedule of Unrecognized Tax Benefits | The following is a tabular reconciliation of the total amounts of unrecognized tax benefits: For The Year Ended in thousands 2023 2022 Unrecognized tax benefits as of the beginning of the year $ 5,510 $ 5,114 Decrease related to prior year tax provisions (2,363 ) (1,582 ) Increase related to current year tax provisions 1,261 1,978 Unrecognized tax benefits as of the end of the year $ 4,408 $ 5,510 |
Loss per Share (Tables)
Loss per Share (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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 years ended December 31, 2023 and 2022: Year Ended December 31, 2023 2022 (in thousands, except share and per share amounts) Class A Class B Class A Class B Net loss attributed to common stockholders $ (144,020 ) $ (34,356 ) $ (325,441 ) $ (85,997 ) Basic and Diluted weighted average common shares outstanding 15,521,073 3,702,613 14,011,861 3,702,613 Basic and Diluted loss per share $ (9.28 ) $ (9.28 ) $ (23.23 ) $ (23.23 ) |
Schedule of Antidilutive Shares | The following Class A securities were not included in the computation of diluted shares outstanding because the effect would be anti-dilutive: December 31, 2023 2022 Stock options 993,892 432,431 RSUs 591,882 1,074,790 Warrants 9,198,294 — Total 10,784,068 1,507,221 |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
Schedule of Revenue by Reportable Segment | The following table shows revenue by reportable segment for the years ended December 31, 2023 and 2022: Year Ended in thousands 2023 2022 Revenues: Launch services $ — $ 5,899 Space products 3,874 3,471 Total revenues: $ 3,874 $ 9,370 Cost of revenues: Launch services $ — $ 28,193 Space products 1,812 1,337 Total cost of revenues: $ 1,812 $ 29,530 Gross profit (loss): Launch services $ — $ (22,294 ) Space products 2,062 2,134 Total gross profit (loss): $ 2,062 $ (20,160 ) |
Summary of Reconciles Segment Gross Profit to Loss Before Income Taxes | The following table reconciles segment gross profit to loss before provision for income taxes for the years ended December 31, 2023 and 2022: Year Ended in thousands 2023 2022 Gross profit (loss) $ 2,062 $ (20,160 ) Research and development 95,408 140,666 Selling and marketing 5,607 17,401 General and administrative 46,422 85,285 Impairment expense — 76,889 Goodwill impairment — 58,251 Gain on change in fair value of contingent consideration (23,900 ) 20,200 Interest income (1,962 ) (1,748 ) Interest expense 3,619 — Other expense (income), net (2,118 ) (5,666 ) Loss on change in fair value of Convertible Notes 21,960 — Loss on change in fair value of warrants 6,529 — Loss on extinguishment of convertible notes 28,873 — Loss on extinguishment of convertible notes — — Loss before taxes $ (178,376 ) $ (411,438 ) |
Schedule of Revenues Related to Space Products and Launch Services | the following customers accounted for greater than 10% of the Company’s total revenues pertaining to its Space Products and Launch Services revenues: For the Year Ended December 31, 2023 2022 Space Products Launch Services Space Products Launch Services Customer 1 50 % — — — Customer 2 50 % — — — Customer 3 — — 59 % — Customer 4 — — — 37 % |
Subsequent Events (Tables)
Subsequent Events (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
Schedule of Total Convertible Notes and Warrants | As of April 10, 2024, the aggregate principal amount of the Convertible Notes, including accrued but uncapitalized interest, and the number of Company Warrants and Original Warrants held by such Convertible Note Holder is as follows: Investor Principal Accrued but Warrants to JMCM Holdings LLC (1) $ 9,917,870 $ 231,417 5,684,354 SherpaVentures Fund II, LP 5,247,131 122,433 2,212,768 MH Orbit, LLC (2) 4,016,000 93,707 1,732,673 RBH Ventures Astra SPV, LLC 2,999,000 55,442 1,295,607 Astera Institute 5,000,000 58,333 2,165,842 ERAS Capital, LLC 1,000,000 11,333 433,168 Ulrich Gall 200,000 2,200 — Founders: Chris C. Kemp, Trustee of the Chris Kemp 2,196,667 50,006 866,337 Adam London 1,173,333 26,128 433,168 Total Convertible Notes and Warrants $ 31,750,001 $ 650,999 14,823,917 (1) Includes the Original Warrants of which JMCM Holdings LLC is the only holder. (2) Investor is an affiliate of JMCM Holdings LLC |
Description of Business, Basi_4
Description of Business, Basis of Presentation and Significant Accounting Policies - Additional information (Details) | 1 Months Ended | 12 Months Ended | ||||||||
Sep. 13, 2023 | Aug. 04, 2023 USD ($) | [2] | Jun. 30, 2023 USD ($) | Dec. 31, 2023 USD ($) Segment $ / shares shares | Dec. 31, 2022 USD ($) $ / shares | Mar. 07, 2024 $ / shares | ||||
Accounting Policy [Line Items] | ||||||||||
Number of operating and reportable segments | Segment | 2 | |||||||||
Cash and cash equivalents | $ 3,949,000 | $ 33,644,000 | ||||||||
Common stock, par value | $ / shares | $ 0.0001 | |||||||||
Reverse Stock Split description | 1-for-15 | 1-for-5 to 1-for-15 | ||||||||
Accumulated deficit | $ (1,998,197,000) | (1,819,821,000) | ||||||||
Marketable securities or money market investments | 0 | |||||||||
Trade accounts receivable, written off | $ 0 | 0 | ||||||||
Goodwill Impaired | If the fair value of the reporting unit is greater than its net book value, there is no impairment. Otherwise, a goodwill impairment charge will be recorded for the amount by which the carrying value of the reporting unit exceeds its fair value up to the amount of the goodwill. | |||||||||
Class of Warrant or Right, Outstanding | shares | [1] | 9,196,627 | ||||||||
Fair value adjustment of warrants | $ (6,005,000) | $ 6,529,000 | [3],[4] | 0 | [3],[4] | |||||
Periods of contract | Although the Company’s contracts are anticipated to last anywhere from six months to 3.8 years, depending on the number of Launch Services or units of Space Products ordered, the delivery of services leading up to the launch within the contracts is long-term in nature for Launch Services, generally between 30 to 60 days, and more short-term for Space Products. | |||||||||
Expenses related to contract costs | $ 0 | 0 | ||||||||
Assets related to costs to obtain contracts | 0 | 0 | ||||||||
Research and development | [5] | 95,408,000 | 140,666,000 | |||||||
Gain from reversal of stock based compensation | $ 6,800,000 | |||||||||
Proceeds from sale of convertible notes and company warrants | 13,900,000 | |||||||||
Impairment of long lived assets | 0 | |||||||||
Aggregate fair value of the company warrants | 18,500,000 | |||||||||
Allowance for doubtful accounts | $ 0 | $ 0 | ||||||||
Warrant [Member] | ||||||||||
Accounting Policy [Line Items] | ||||||||||
Class of Warrant or Right, Outstanding | shares | 7,696,627 | |||||||||
Common Class A [Member] | ||||||||||
Accounting Policy [Line Items] | ||||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | ||||||||
Common Class A [Member] | Warrant [Member] | ||||||||||
Accounting Policy [Line Items] | ||||||||||
Warrants to Purchase Common Stock | shares | 1,500,000 | |||||||||
Common Class A [Member] | Senior Secured Convertible Notes [Member] | ||||||||||
Accounting Policy [Line Items] | ||||||||||
Warrants to Purchase Common Stock | shares | 5,627,290 | |||||||||
Common Class B [Member] | ||||||||||
Accounting Policy [Line Items] | ||||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | ||||||||
Reverse Stock Split description | 1-for-15 | |||||||||
Maximum [Member] | ||||||||||
Accounting Policy [Line Items] | ||||||||||
Number of operating and reportable segments | Segment | 2 | |||||||||
Cash, FDIC insured amount | $ 250,000 | |||||||||
Launch Services [Member] | ||||||||||
Accounting Policy [Line Items] | ||||||||||
Number of operating and reportable segments | Segment | 2 | |||||||||
Refund amount during termination of contract | $ 300,000 | |||||||||
Space Products [Member] | ||||||||||
Accounting Policy [Line Items] | ||||||||||
Number of operating and reportable segments | Segment | 2 | |||||||||
[1]The initial purchase price of the Convertible Notes, Company Warrants and Original Warrants for each of the investors was as follows: Investor Convertible Notes Company Warrants Original Warrants JMCM Holdings LLC $ 9,691,730 $ 1,023,044 $ 6,005,975 SherpaVentures Fund II, LP 5,127,490 276,596 — Founders: Chris C. Kemp, Trustee of the Chris Kemp Living Trust dated February 10, 2021 2,000,000 108,292 — Adam London 1,000,000 54,146 — Total Convertible Notes and Warrants $ 17,819,220 $ 1,462,078 $ 6,005,975[2]amounts have been accounted for as debt discount and are being amortized to interest expense over the term of the loan using the effective interest method.[3]The CEO and CTO hold Convertible Notes whose fair values were $7.1 million and $3.6 million, respectively as of December 31, 2023. The Company incurred losses on changes in fair value of the Convertible Notes held by the CEO and CTO of $2.5 million and $1.2 million respectively.[4]The Company incurred losses on change in fair value of Company Warrants held by the CEO and CTO of $0.6 million and $0.3 million, respectively.[5]The Company recognized compensation expense of $3.7 million and $1.9 million in General and administrative and Research and development, respectively, representing the excess of the fair value of the Convertible Notes and Company Warrants issued to our CEO and CTO, respectively, over the cash consideration paid for the Convertible Notes and Company Warrants. |
Description of Business, Basi_5
Description of Business, Basis of Presentation and Significant Accounting Policies - Schedule of changes in equity of reverse stock split due to previously reported and adjusted (Details) - shares | Dec. 31, 2022 | Dec. 31, 2021 |
Common Class A [Member] | ||
Reclassification [Line Items] | ||
Shares Outstanding | 14,246,498 | 13,830,074 |
Common Class A [Member] | Previously Reported [Member] | ||
Reclassification [Line Items] | ||
Shares Outstanding | 213,697,468 | 207,451,107 |
Common Class A [Member] | Impact of Reverse Stock Split [Member] | ||
Reclassification [Line Items] | ||
Shares Outstanding | (199,450,970) | (193,621,033) |
Common Class B [Member] | ||
Reclassification [Line Items] | ||
Shares Outstanding | 3,702,613 | 3,702,613 |
Common Class B [Member] | Previously Reported [Member] | ||
Reclassification [Line Items] | ||
Shares Outstanding | 55,539,188 | 55,539,189 |
Common Class B [Member] | Impact of Reverse Stock Split [Member] | ||
Reclassification [Line Items] | ||
Shares Outstanding | (51,836,575) | (51,836,576) |
Description of Business, Basi_6
Description of Business, Basis of Presentation and Significant Accounting Policies - Schedule of Changes in Loss per Share and Weighted Average Shares Outstanding (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Common Class A [Member] | ||
Reclassification [Line Items] | ||
Basic weighted average common shares outstanding | 15,521,073 | 14,011,861 |
Dilutive weighted average common shares outstanding | 15,521,073 | 14,011,861 |
Earnings Per Share Basic | $ (9.28) | $ (23.23) |
Earnings Per Share Diluted | $ (9.28) | $ (23.23) |
Common Class B [Member] | ||
Reclassification [Line Items] | ||
Basic weighted average common shares outstanding | 3,702,613 | 3,702,613 |
Dilutive weighted average common shares outstanding | 3,702,613 | 3,702,613 |
Earnings Per Share Basic | $ (9.28) | $ (23.23) |
Earnings Per Share Diluted | $ (9.28) | $ (23.23) |
Previously Reported [Member] | Common Class A [Member] | ||
Reclassification [Line Items] | ||
Basic weighted average common shares outstanding | 210,177,911 | |
Dilutive weighted average common shares outstanding | 210,177,911 | |
Earnings Per Share Basic | $ (1.55) | |
Earnings Per Share Diluted | $ (1.55) | |
Previously Reported [Member] | Common Class B [Member] | ||
Reclassification [Line Items] | ||
Basic weighted average common shares outstanding | 55,539,188 | |
Dilutive weighted average common shares outstanding | 55,539,188 | |
Earnings Per Share Basic | $ (1.55) | |
Earnings Per Share Diluted | $ (1.55) | |
Impact of Reverse Stock Split [Member] | Common Class A [Member] | ||
Reclassification [Line Items] | ||
Basic weighted average common shares outstanding | (196,166,050) | |
Dilutive weighted average common shares outstanding | (196,166,050) | |
Earnings Per Share Basic | $ (21.68) | |
Earnings Per Share Diluted | $ (21.68) | |
Impact of Reverse Stock Split [Member] | Common Class B [Member] | ||
Reclassification [Line Items] | ||
Basic weighted average common shares outstanding | (51,836,575) | |
Dilutive weighted average common shares outstanding | (51,836,575) | |
Earnings Per Share Basic | $ (21.68) | |
Earnings Per Share Diluted | $ (21.68) |
Description of Business, Basi_7
Description of Business, Basis of Presentation and Significant Accounting Policies - Schedule of Antidilutive Shares (Details) - Common Class A [Member] - shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 10,784,068 | 1,507,221 |
Previously Reported [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 22,608,312 | |
Impact of Reverse Stock Split [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | (21,101,091) | |
RSUs [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 591,882 | 1,074,790 |
RSUs [Member] | Previously Reported [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 16,121,844 | |
RSUs [Member] | Impact of Reverse Stock Split [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | (15,047,054) | |
Stock Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 432,431 | |
Stock Option [Member] | Previously Reported [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 6,486,468 | |
Stock Option [Member] | Impact of Reverse Stock Split [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | (6,054,037) |
Description of Business, Basi_8
Description of Business, Basis of Presentation and Significant Accounting Policies - Summary of Restricted Stock Awards Activity (Details) | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of RSUs Outstanding, Beginning Balance | shares | 711,922 |
Number of RSUs Outstanding, Granted | shares | 1,155,851 |
Number of RSUs Outstanding, Vested | shares | (309,397) |
Number of RSUs Outstanding, Forfeited | shares | (483,586) |
Number of RSUs Outstanding, Ending Balance | shares | 1,074,790 |
Weighted- Average Grant Date Fair Value Per Share, Beginning balance | $ / shares | $ 138 |
Weighted- Average Grant Date Fair Value Per Share, Granted | $ / shares | 31.8 |
Weighted Average Grant Date Fair Value Per Share, Vested | $ / shares | 123.6 |
Weighted Average Grant Date Fair Value Per Share, Forfeited | $ / shares | 87.3 |
Weighted- Average Grant Date Fair Value Per Share, Ending balance | $ / shares | $ 50.25 |
Previously Reported [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of RSUs Outstanding, Beginning Balance | shares | 10,678,818 |
Number of RSUs Outstanding, Granted | shares | 17,337,752 |
Number of RSUs Outstanding, Vested | shares | (4,640,946) |
Number of RSUs Outstanding, Forfeited | shares | (7,253,780) |
Number of RSUs Outstanding, Ending Balance | shares | 16,121,844 |
Weighted- Average Grant Date Fair Value Per Share, Beginning balance | $ / shares | $ 9.2 |
Weighted- Average Grant Date Fair Value Per Share, Granted | $ / shares | 2.12 |
Weighted Average Grant Date Fair Value Per Share, Vested | $ / shares | 8.24 |
Weighted Average Grant Date Fair Value Per Share, Forfeited | $ / shares | 5.82 |
Weighted- Average Grant Date Fair Value Per Share, Ending balance | $ / shares | $ 3.35 |
Impact of Reverse Stock Split [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of RSUs Outstanding, Beginning Balance | shares | (9,966,896) |
Number of RSUs Outstanding, Granted | shares | (16,181,901) |
Number of RSUs Outstanding, Vested | shares | 4,331,549 |
Number of RSUs Outstanding, Forfeited | shares | 6,770,194 |
Number of RSUs Outstanding, Ending Balance | shares | (15,047,054) |
Weighted- Average Grant Date Fair Value Per Share, Beginning balance | $ / shares | $ 128.8 |
Weighted- Average Grant Date Fair Value Per Share, Granted | $ / shares | 29.68 |
Weighted Average Grant Date Fair Value Per Share, Vested | $ / shares | 115.36 |
Weighted Average Grant Date Fair Value Per Share, Forfeited | $ / shares | 81.48 |
Weighted- Average Grant Date Fair Value Per Share, Ending balance | $ / shares | $ 46.9 |
Description of Business, Basi_9
Description of Business, Basis of Presentation and Significant Accounting Policies - Summary of Stock Option Activity (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Options outstanding Beginning balance, Shares | 1,083,241 | 1,355,093 |
Options outstanding, Granted | 1,312,963 | 132,802 |
Options outstanding, Exercised | (12,061) | (52,447) |
Options outstanding, Forfeited | (1,029,669) | (302,435) |
Options outstanding, Expired | (33,934) | (49,772) |
Options Outstanding, Ending balance, Shares | 1,320,540 | 1,083,241 |
Weighted Average, Options outstanding Beginning balance, Shares | $ 106.65 | $ 112.8 |
Weighted Average, Options outstanding, Granted | 7.07 | 48.3 |
Weighted Average, Options Outstanding, Exercised | 6.91 | 6.75 |
Weighted Average, Options outstanding, Forfeited | 89.17 | 122.85 |
Weighted Average, Options outstanding, Expired | 29.86 | 120.3 |
Weighted Average ,Options Outstanding, Ending balance, Shares | $ 24.13 | $ 106.65 |
Previously Reported [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Options outstanding Beginning balance, Shares | 16,248,601 | 20,326,384 |
Options outstanding, Granted | 1,992,027 | |
Options outstanding, Exercised | (786,703) | |
Options outstanding, Forfeited | (4,536,520) | |
Options outstanding, Expired | (746,587) | |
Options Outstanding, Ending balance, Shares | 16,248,601 | |
Weighted Average, Options outstanding Beginning balance, Shares | $ 7.11 | $ 7.52 |
Weighted Average, Options outstanding, Granted | 3.22 | |
Weighted Average, Options Outstanding, Exercised | 0.45 | |
Weighted Average, Options outstanding, Forfeited | 8.19 | |
Weighted Average, Options outstanding, Expired | 8.02 | |
Weighted Average ,Options Outstanding, Ending balance, Shares | $ 7.11 | |
Revision of Prior Period, Reclassification, Adjustment [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Options outstanding Beginning balance, Shares | (15,165,360) | (18,971,291) |
Options outstanding, Granted | (1,859,225) | |
Options outstanding, Exercised | 734,256 | |
Options outstanding, Forfeited | 4,234,085 | |
Options outstanding, Expired | 696,815 | |
Options Outstanding, Ending balance, Shares | (15,165,360) | |
Weighted Average, Options outstanding Beginning balance, Shares | $ 99.54 | $ 105.28 |
Weighted Average, Options outstanding, Granted | 45.08 | |
Weighted Average, Options Outstanding, Exercised | 6.3 | |
Weighted Average, Options outstanding, Forfeited | 114.66 | |
Weighted Average, Options outstanding, Expired | 112.28 | |
Weighted Average ,Options Outstanding, Ending balance, Shares | $ 99.54 |
Description of Business, Bas_10
Description of Business, Basis of Presentation and Significant Accounting Policies - Schedule of Customer's Accounted for Greater Than 10% of Trade Accounts Receivable and Total Revenues (Details) - Customer Concentration Risk [Member] | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Customer 1 [Member] | Accounts Receivable [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Concentration risk percentage | 92.40% | 0% |
Customer 2 [Member] | Accounts Receivable [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Concentration risk percentage | 0% | 53.30% |
Customer 3 [Member] | Accounts Receivable [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Concentration risk percentage | 0% | 21.70% |
Customer 4 [Member] | Accounts Receivable [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Concentration risk percentage | 0% | 20.80% |
Customer 5 [Member] | Revenue Benchmark [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Concentration risk percentage | 50.40% | 0% |
Customer 6 [Member] | Revenue Benchmark [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Concentration risk percentage | 49.60% | 0% |
Customer 7 [Member] | Revenue Benchmark [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Concentration risk percentage | 0% | 59.20% |
Customer 8 [Member] | Revenue Benchmark [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Concentration risk percentage | 0% | 37% |
Description of Business, Bas_11
Description of Business, Basis of Presentation and Significant Accounting Policies - Summary of Estimated Useful Life of Property and Equipment (Details) | Dec. 31, 2023 |
Estimated useful lives | |
Property, Plant, and Equipment, Useful Life, Term, Description [Extensible Enumeration] | Leasehold Improvements [Member] |
Research and Development Equipment [Member] | |
Estimated useful lives | |
Property Plant And Equipment, Useful Life | 5 years |
Production Equipment [Member] | |
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 [Member] | |
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 | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Disaggregation of Revenue [Line Items] | ||
Total revenues | $ 3,874 | $ 9,370 |
Launch Services [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 0 | 5,899 |
Space Products [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | $ 3,874 | $ 3,471 |
Revenues - Additional Informati
Revenues - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Revenues [Abstract] | ||
Contract asset | $ 2.2 | $ 2.4 |
Contract liabilities | 40.4 | 24.1 |
Revenue recognized | 3.9 | 5.2 |
Other income (expense), net | $ 1.6 | $ 5.8 |
Revenues - Additional Informa_2
Revenues - Additional Information (Details 1) $ in Millions | Dec. 31, 2023 USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Unsatisfied performance obligations | $ 86 |
Expected timing of performance obligation satisfaction, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Unsatisfied performance obligations | $ 31 |
Expected timing of performance obligation satisfaction, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Unsatisfied performance obligations | $ 55 |
Expected timing of performance obligation satisfaction, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Unsatisfied performance obligations | $ 55 |
Expected timing of performance obligation satisfaction, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2028-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Unsatisfied performance obligations | $ 55 |
Expected timing of performance obligation satisfaction, period | 1 year |
Supplemental Financial Inform_3
Supplemental Financial Information - Schedule of Inventory (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Supplemental Financial Information Abstract | ||
Raw materials | $ 7,241 | $ 2,622 |
Work in progress | 8,134 | 1,520 |
Finished goods | 0 | 0 |
Inventories, net | $ 15,375 | $ 4,142 |
Supplemental Financial Inform_4
Supplemental Financial Information - Additional Information (Details) | 12 Months Ended | |
Dec. 31, 2023 USD ($) Segment | Dec. 31, 2022 USD ($) Segment | |
Property Plant And Equipment [Line Items] | ||
Depreciation | $ 4,069,000 | $ 10,368,000 |
Inventory write-downs | 0 | $ 18,828,000 |
Inventory write-down related to discontinuance of production | 10,200,000 | |
Impairment charges | $ 0 | |
Number Of Operating Segments | Segment | 2 | 2 |
Property, Plant and Equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Depreciation | $ 4,100,000 | $ 10,400,000 |
Leasehold Improvements, Production Equipment and Research Equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Impairment charges | $ 72,100,000 |
Supplemental Financial Inform_5
Supplemental Financial Information - Schedule of Prepaid and Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Prepaid Expense and Other Assets, Current [Abstract] | ||
Deposits | $ 4,347 | $ 379 |
Prepaid license and other prepaid expenses | 1,991 | 3,589 |
Employee Retention Credit - Payroll Tax | 0 | 4,283 |
Deferred contract costs | 2,172 | 2,446 |
Other current assets | 671 | 2,799 |
Prepaid and other current assets | $ 9,181 | $ 13,496 |
Supplemental Financial Inform_6
Supplemental Financial Information - Schedule of Property, Plant and Equipment, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Property Plant And Equipment [Line Items] | ||
Total property, plant and equipment | $ 51,663 | $ 45,216 |
Less: accumulated depreciation | (24,811) | (20,945) |
Property, plant and equipment, net | 26,852 | 24,271 |
Construction in Progress [Member] | ||
Property Plant And Equipment [Line Items] | ||
Total property, plant and equipment | 6,582 | 8,309 |
Computer and Software [Member] | ||
Property Plant And Equipment [Line Items] | ||
Total property, plant and equipment | 2,963 | 2,810 |
Leasehold Improvements [Member] | ||
Property Plant And Equipment [Line Items] | ||
Total property, plant and equipment | 12,328 | 10,390 |
Research and Development Equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Total property, plant and equipment | 8,486 | 9,042 |
Production Equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Total property, plant and equipment | 20,756 | 14,100 |
Furniture and Fixtures [Member] | ||
Property Plant And Equipment [Line Items] | ||
Total property, plant and equipment | $ 548 | $ 565 |
Supplemental Financial Inform_7
Supplemental Financial Information - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Other Liabilities, Current [Abstract] | ||
Employee compensation and benefits | $ 1,299 | $ 5,861 |
Construction in progress related accruals | 340 | 2,692 |
Professional services | 2,780 | 756 |
Accrued expenses | 3,887 | 4,423 |
Accrued inventory purchases | 4,647 | 2,848 |
Other miscellaneous | 698 | 1,326 |
Accrued expenses and other current liabilities | $ 13,651 | $ 17,906 |
Supplemental Financial Inform_8
Supplemental Financial Information - Other Income (Expense), Net (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Nonoperating Income (Expense) [Abstract] | ||
Other income from research and development contrracts | $ 1,622 | $ 5,789 |
Miscellaneous income (expense) | 496 | (123) |
Other income, net | $ 2,118 | $ 5,666 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Additional Information (Details) | 12 Months Ended | |
Dec. 31, 2023 USD ($) Segment | Dec. 31, 2022 USD ($) Segment | |
Finite-Lived Intangible Assets [Line Items] | ||
Asset Impairment Charges | $ 0 | |
Number Of Operating Segments | Segment | 2 | 2 |
Goodwill [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Non-Cash Impairment Charge | $ 58,300,000 | |
Intangible Assets [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Asset Impairment Charges | $ 0 | $ 4,800,000 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Summary of Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets subject to amortization, gross | $ 12,415 | $ 12,415 |
Intangible assets subject to amortization, accumulated amortization | (6,635) | (4,389) |
Intangible assets accumulated amortization | (6,635) | (4,389) |
Total intangible assets | 5,780 | 8,026 |
Total intangible assets, Carrying amount | 14,521 | 14,521 |
Total intangible assets | 7,886 | 10,132 |
Trademarks [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Carrying amount | 2,106 | 2,106 |
Infinite lived intangible assets accumulated amortization | 0 | 0 |
Total intangible assets | 2,106 | 2,106 |
Developed Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets subject to amortization, gross | 9,909 | 9,909 |
Intangible assets subject to amortization, accumulated amortization | (4,465) | (2,910) |
Total intangible assets | 5,444 | 6,999 |
Customer Contracts And Related Relationship [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets subject to amortization, gross | 2,383 | 2,383 |
Intangible assets subject to amortization, accumulated amortization | (2,047) | (1,376) |
Total intangible assets | 336 | 1,007 |
Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets subject to amortization, gross | 123 | 123 |
Intangible assets subject to amortization, accumulated amortization | (123) | (103) |
Total intangible assets | $ 0 | $ 20 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Expected Future Amortization Expense Related to Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2024 | $ 1,891 | |
2025 | 1,555 | |
2026 | 1,555 | |
2027 | 779 | |
Total intangible assets | $ 5,780 | $ 8,026 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value Hierarchy (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Assets: | ||
Total financial assets | $ 0 | $ 91,082 |
Liabilities: | ||
Total financial liabilities | 82,074 | 33,900 |
Contingent Consideration [Member] | ||
Liabilities: | ||
Total financial liabilities | $ 33,900 | |
Derivative Asset, Statement of Financial Position [Extensible Enumeration] | Liabilities | |
Level 1 [Member] | ||
Assets: | ||
Total financial assets | 0 | $ 36,622 |
Liabilities: | ||
Total financial liabilities | 0 | 0 |
Level 1 [Member] | Contingent Consideration [Member] | ||
Liabilities: | ||
Total financial liabilities | 0 | |
Level 2 [Member] | ||
Assets: | ||
Total financial assets | 0 | 54,460 |
Liabilities: | ||
Total financial liabilities | 0 | 0 |
Level 2 [Member] | Contingent Consideration [Member] | ||
Liabilities: | ||
Total financial liabilities | 0 | |
Level 3 [Member] | ||
Assets: | ||
Total financial assets | 0 | 0 |
Liabilities: | ||
Total financial liabilities | 82,074 | 33,900 |
Level 3 [Member] | Contingent Consideration [Member] | ||
Liabilities: | ||
Total financial liabilities | 33,900 | |
Warrants to purchase common stock [Member] | ||
Liabilities: | ||
Total financial liabilities | 18,554 | |
Warrants to purchase common stock [Member] | Level 1 [Member] | ||
Liabilities: | ||
Total financial liabilities | 0 | |
Warrants to purchase common stock [Member] | Level 2 [Member] | ||
Liabilities: | ||
Total financial liabilities | 0 | |
Warrants to purchase common stock [Member] | Level 3 [Member] | ||
Liabilities: | ||
Total financial liabilities | 18,554 | |
Senior Convertible Notes [Member] | ||
Liabilities: | ||
Total financial liabilities | 63,520 | |
Senior Convertible Notes [Member] | Level 3 [Member] | ||
Liabilities: | ||
Total financial liabilities | 63,520 | |
Money market account [Member] | ||
Assets: | ||
Total financial assets | 0 | 21,909 |
Money market account [Member] | Level 1 [Member] | ||
Assets: | ||
Total financial assets | 0 | 21,909 |
Money market account [Member] | Level 2 [Member] | ||
Assets: | ||
Total financial assets | 0 | 0 |
Money market account [Member] | Level 3 [Member] | ||
Assets: | ||
Total financial assets | $ 0 | 0 |
US Treasury securities [Member] | ||
Assets: | ||
Total financial assets | 14,713 | |
US Treasury securities [Member] | Level 1 [Member] | ||
Assets: | ||
Total financial assets | 14,713 | |
US Treasury securities [Member] | Level 2 [Member] | ||
Assets: | ||
Total financial assets | 0 | |
US Treasury securities [Member] | Level 3 [Member] | ||
Assets: | ||
Total financial assets | 0 | |
Corporate debt securities [Member] | ||
Assets: | ||
Total financial assets | 16,915 | |
Corporate debt securities [Member] | Level 1 [Member] | ||
Assets: | ||
Total financial assets | 0 | |
Corporate debt securities [Member] | Level 2 [Member] | ||
Assets: | ||
Total financial assets | 16,915 | |
Corporate debt securities [Member] | Level 3 [Member] | ||
Assets: | ||
Total financial assets | 0 | |
Commercial paper [Member] | ||
Assets: | ||
Total financial assets | 34,698 | |
Commercial paper [Member] | Level 1 [Member] | ||
Assets: | ||
Total financial assets | 0 | |
Commercial paper [Member] | Level 2 [Member] | ||
Assets: | ||
Total financial assets | 34,698 | |
Commercial paper [Member] | Level 3 [Member] | ||
Assets: | ||
Total financial assets | 0 | |
Asset backed securities [Member] | ||
Assets: | ||
Total financial assets | $ 2,847 | |
Derivative Liability, Statement of Financial Position [Extensible Enumeration] | Assets | |
Asset backed securities [Member] | Level 1 [Member] | ||
Assets: | ||
Total financial assets | $ 0 | |
Asset backed securities [Member] | Level 2 [Member] | ||
Assets: | ||
Total financial assets | 2,847 | |
Asset backed securities [Member] | Level 3 [Member] | ||
Assets: | ||
Total financial assets | $ 0 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) | 12 Months Ended | ||||||
Nov. 29, 2023 | Oct. 02, 2023 | Sep. 29, 2023 | Aug. 14, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Warrants outstanding | [1],[2] | $ 18,554,000 | $ 0 | ||||
Convertible notes issued | 63,500,000 | ||||||
Convertible notes outstanding | 63,500,000 | ||||||
Realized loss | 0 | ||||||
Loss on change in fair value of warrants | 6,500,000 | ||||||
Gain on change in fair value of warrants | 4,500,000 | ||||||
Private offering and merger financing, net of redemptions and equity issuance cost | 7,133,000 | ||||||
Settlement option adjustment of contingent consideration liability | $ 10,000,000 | ||||||
Company Warrants and Original Warrants [Member] | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Warrants issued | 18,600,000 | ||||||
Warrants outstanding | 18,600,000 | ||||||
Settlement Agreement [Member] | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Settlement options aggregate cash amount | $ 600,000 | ||||||
Settlement option additional gain | $ 300,000 | ||||||
Remaining amount of settlement options | $ 600,000 | ||||||
Common Class A [Member] | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Aggregate value of shares issued | $ 900,000 | ||||||
Annual interest rate | 6% | ||||||
Option one [Member] | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Settlement options, cash payment | $ 2,000,000 | ||||||
Settlement options, maturity date | Oct. 02, 2023 | ||||||
Option one [Member] | Common Class A [Member] | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Settlement options, adjustment related to dividing weighted average price | 8,000,000 | $ 8,000,000 | |||||
Issuance of common stock shares | 3,708,520 | ||||||
Private offering and merger financing, net of redemptions and equity issuance cost | $ 2,000,000 | ||||||
Option one [Member] | Common Class A [Member] | Calculated Shares [Member] | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Issuance of common stock shares | 4,519,085 | ||||||
Option two [Member] | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Settlement options, cash payment | $ 2,000,000 | $ 7,000,000 | |||||
Settlement options, maturity date | Oct. 02, 2023 | ||||||
[1]Warrants to purchase common stock includes Company Warrants issued to a related party in conjunction with the Convertible Notes issued November 21, 2023. As of December 31, 2023, the fair value of the Company Warrants was $2.2 million.[2]Warrants to purchase common stock includes Company Warrants issued to our Chief Executive Officer (the “CEO”) and our Chief Technology Officer (the “CTO”) in conjunction with the Convertible Notes issued November 21, 2023. As of December 31, 2023, the fair values of the CEO’s and CTO’s Company Warrants were $1.8 million and $0.9 million, respectively. |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Available-for-Sale Marketable Securities (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Amortized Cost | $ 69,283 |
Gross Unrealized Loss | (110) |
Fair Value | 69,173 |
US Treasury securities [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Amortized Cost | 14,763 |
Gross Unrealized Loss | (50) |
Fair Value | 14,713 |
Corporate debt securities [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Amortized Cost | 16,972 |
Gross Unrealized Loss | (57) |
Fair Value | 16,915 |
Commercial paper [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Amortized Cost | 34,698 |
Gross Unrealized Loss | 0 |
Fair Value | 34,698 |
Asset backed securities [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Amortized Cost | 2,850 |
Gross Unrealized Loss | (3) |
Fair Value | $ 2,847 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Breakdown of the Available-for-Sale Marketable Securities in an Unrealized Loss Position (Details) $ in Thousands | Dec. 31, 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 | $ 14,713 |
Fair Value, Total | 14,713 |
Gross Unrealized Loss, Less than 12 months | (50) |
Gross Unrealized Loss, Total | (50) |
Corporate debt securities [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair Value, Less than 12 months | 16,915 |
Fair Value, Total | 16,915 |
Gross Unrealized Loss, Less than 12 months | (57) |
Gross Unrealized Loss, Total | (57) |
Commercial paper [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair Value, Less than 12 months | 34,698 |
Fair Value, Total | 34,698 |
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 | 2,847 |
Fair Value, Total | 2,847 |
Gross Unrealized Loss, Less than 12 months | (3) |
Gross Unrealized Loss, Total | $ (3) |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Gains or Losses on Available-for-Sale Marketable Securities (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Fair Value Disclosures [Abstract] | |
Amortized Cost, Due in 1 year or less | $ 69,283 |
Fair Value, Due in 1 year or less | $ 69,173 |
Fair Value Measurements - Sum_3
Fair Value Measurements - Summary of the Changes In Fair Value of the Company Financial Instruments (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value, Beginning balance | $ 33,900 | $ 13,700 |
Loss on change in fair value of warrants | 6,500 | |
Loss (gain) on change in fair value of contingent consideration | (23,900) | 20,200 |
Common stock issued in settlement of contingent consideration | (7,133) | |
Consideration paid on settlement of contingent consideration | (2,551) | |
Gain on settlement of contingent consideration | (316) | 0 |
Fair value, Ending balance | 0 | 33,900 |
Senior Convertible Notes [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value, Beginning balance | 0 | |
Issuance of convertible notes at fair value | 41,560 | |
Loss on change in fair value of convertible notes | 21,960 | |
Fair value, Ending balance | 63,520 | 0 |
Warrant [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value, Beginning balance | 0 | |
Recognition of warrants to purchase common stock at fair value | 12,025 | |
Loss on change in fair value of warrants | 6,529 | |
Fair value, Ending balance | $ 18,554 | $ 0 |
Fair Value Measurements - Sch_3
Fair Value Measurements - Schedule of Range of Inputs To Determine The fair Value of Contingent Consideration (Details) | Dec. 31, 2022 |
Risk-free interest rate [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Contingent Consideration | 4.14 |
Expected revenue volatility [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Contingent Consideration | 19 |
Revenue discount rate [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Contingent Consideration | 10 |
Discount rate [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Contingent Consideration | 7.5 |
Long-Term Debt and Warrants - S
Long-Term Debt and Warrants - Summary of Convertible Notes and Company Warrants and Original Warrants (Details) $ in Thousands | Dec. 31, 2023 USD ($) shares | |
Debt Instrument [Line Items] | ||
Principal amount | $ 17,819,220 | |
Fair value of convertible notes | $ 63,520,000 | [1] |
Number of Warrants Outstanding | shares | 9,196,627 | [2] |
Fair Value | $ 18,554,494 | [1] |
JMCM Holdings LLC [Member] | ||
Debt Instrument [Line Items] | ||
Principal amount | 9,691,730 | [3] |
Fair value of convertible notes | $ 34,548,016 | [1],[3] |
Number of Warrants Outstanding | shares | 5,684,354 | [2],[3] |
Fair Value | $ 11,459,489 | [1],[3] |
SherpaVentures Fund II LP [Member] | ||
Debt Instrument [Line Items] | ||
Principal amount | 5,127,490 | |
Fair value of convertible notes | $ 18,277,913 | [1] |
Number of Warrants Outstanding | shares | 2,212,768 | [2] |
Fair Value | $ 4,469,926 | [1] |
Chris C. Kemp, Trustee of the Chirs Kemp Living Trust dated February 10, 2021 [Member] | ||
Debt Instrument [Line Items] | ||
Principal amount | 2,000,000 | |
Fair value of convertible notes | $ 7,129,381 | [1] |
Number of Warrants Outstanding | shares | 866,337 | [2] |
Fair Value | $ 1,750,053 | [1] |
Adam London [Member] | ||
Debt Instrument [Line Items] | ||
Principal amount | 1,000,000 | |
Fair value of convertible notes | $ 3,564,690 | [1] |
Number of Warrants Outstanding | shares | 433,168 | [2] |
Fair Value | $ 875,026 | [1] |
[1]Represents the fair value of the Convertible Notes, Company Warrants and Original Warrants as of December 31, 2023, based on the accounting treatment elected by the Company. This does not reflect actual cash value delivered to any holder of the Convertible Notes, including the Kemp Trust and Dr. London. The valuation of such instruments is subject to change, predominantly driven by changes in the market price of a share of the Company’s Class A Common Stock. See the sections entitled Warrants to Purchase Class A Common Stock and Fair Value Option of Accounting in Note 1 — Description of Business, Basis of Presentation and Significant Accounting Policies as well as Note 5 — Fair Value Measurements in these consolidated financial statements.[2]The initial purchase price of the Convertible Notes, Company Warrants and Original Warrants for each of the investors was as follows: Investor Convertible Notes Company Warrants Original Warrants JMCM Holdings LLC $ 9,691,730 $ 1,023,044 $ 6,005,975 SherpaVentures Fund II, LP 5,127,490 276,596 — Founders: Chris C. Kemp, Trustee of the Chris Kemp Living Trust dated February 10, 2021 2,000,000 108,292 — Adam London 1,000,000 54,146 — Total Convertible Notes and Warrants $ 17,819,220 $ 1,462,078 $ 6,005,975[3]Includes the Original Warrants, which are exercisable to purchase 1,500,000 shares of Class A Common Stock; JMCM Holdings LLC is the only holder of the Original Warrants. |
Long-Term Debt and Warrants -_2
Long-Term Debt and Warrants - Summary of Convertible Notes and Company Warrants - Additional Information (Parenthetical) (Details) - Common Class A [Member] - Warrant [Member] | Dec. 31, 2023 shares |
Debt Instrument [Line Items] | |
Warrants purchased | 1,500,000 |
JMCM Holdings LLC [Member] | |
Debt Instrument [Line Items] | |
Warrants purchased | 1,500,000 |
Long-Term Debt and Warrants -_3
Long-Term Debt and Warrants - Summary of Convertible Notes and Company Warrants (Parenthetical) (Details) $ in Thousands | Dec. 31, 2023 USD ($) | |
Debt Instrument [Line Items] | ||
Principal amount | $ 17,819,220 | |
Company Warrants [Member] | ||
Debt Instrument [Line Items] | ||
Principal amount | 1,462,078 | |
Original Warrants [Member] | ||
Debt Instrument [Line Items] | ||
Principal amount | 6,005,975 | |
JMCM Holdings LLC [Member] | ||
Debt Instrument [Line Items] | ||
Principal amount | 9,691,730 | [1] |
JMCM Holdings LLC [Member] | Company Warrants [Member] | ||
Debt Instrument [Line Items] | ||
Principal amount | 1,023,044 | |
JMCM Holdings LLC [Member] | Original Warrants [Member] | ||
Debt Instrument [Line Items] | ||
Principal amount | 6,005,975 | |
SherpaVentures Fund II LP [Member] | ||
Debt Instrument [Line Items] | ||
Principal amount | 5,127,490 | |
SherpaVentures Fund II LP [Member] | Company Warrants [Member] | ||
Debt Instrument [Line Items] | ||
Principal amount | 276,596 | |
SherpaVentures Fund II LP [Member] | Original Warrants [Member] | ||
Debt Instrument [Line Items] | ||
Principal amount | 0 | |
Chris C. Kemp, Trustee of the Chirs Kemp Living Trust dated February 10, 2021 [Member] | ||
Debt Instrument [Line Items] | ||
Principal amount | 2,000,000 | |
Chris C. Kemp, Trustee of the Chirs Kemp Living Trust dated February 10, 2021 [Member] | Company Warrants [Member] | ||
Debt Instrument [Line Items] | ||
Principal amount | 108,292 | |
Chris C. Kemp, Trustee of the Chirs Kemp Living Trust dated February 10, 2021 [Member] | Original Warrants [Member] | ||
Debt Instrument [Line Items] | ||
Principal amount | 0 | |
Adam London [Member] | ||
Debt Instrument [Line Items] | ||
Principal amount | 1,000,000 | |
Adam London [Member] | Company Warrants [Member] | ||
Debt Instrument [Line Items] | ||
Principal amount | 54,146 | |
Adam London [Member] | Original Warrants [Member] | ||
Debt Instrument [Line Items] | ||
Principal amount | $ 0 | |
[1]Includes the Original Warrants, which are exercisable to purchase 1,500,000 shares of Class A Common Stock; JMCM Holdings LLC is the only holder of the Original Warrants. |
Long Term Debt and Warrants - A
Long Term Debt and Warrants - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||
Nov. 21, 2023 | Nov. 06, 2023 | Nov. 01, 2023 | Oct. 11, 2023 | Aug. 04, 2023 | Dec. 31, 2023 | Sep. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Mar. 07, 2024 | Nov. 13, 2023 | |||||
Debt Instrument [Line Items] | |||||||||||||||
Principal amount | $ 17,819,220,000 | $ 17,819,220,000 | |||||||||||||
Common stock, par value | $ 0.0001 | ||||||||||||||
Warrants Price | [1],[2] | 18,554,000 | 18,554,000 | $ 0 | |||||||||||
Loss on extinguishment of debt | (28,873,000) | 0 | |||||||||||||
Fair value of warrants | [3] | 18,554,494,000 | 18,554,494,000 | ||||||||||||
Loss (gain) on change of fair value of warrant liabilities | $ (6,005,000) | [4] | 6,529,000 | [5],[6] | 0 | [5],[6] | |||||||||
Proceeds from issuance | 7,133,000 | 0 | |||||||||||||
Senior note, net cash proceeds | 12,125,000 | 0 | |||||||||||||
Debt issuance cost | 1,355,000 | $ 0 | |||||||||||||
Fair value | [3] | 63,520,000,000 | 63,520,000,000 | ||||||||||||
Aggregate Fair Value Of The Company Warrants | $ 18,500,000 | $ 18,500,000 | |||||||||||||
Bridge Loan Financing [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Minimum financing from the investors | $ 15,000,000 | ||||||||||||||
Maximum financing term amount | 25,000,000 | ||||||||||||||
Net proceeds from financing, after deducting estimated offering expenses | 2,600,000 | ||||||||||||||
Aggregate carrying amount | $ 9,200,000 | ||||||||||||||
Additional outstanding principal amount | $ 2,500,000 | ||||||||||||||
Convertible Notes Payable [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Increase in interest rate in the event of default | 15% | ||||||||||||||
Interest rate accrual | 12% | ||||||||||||||
Percentage of amortization payment in initial stated principal amount | 11.11% | ||||||||||||||
Debt instrument convertible if converted value in excess of principal | $ 5,000,000 | ||||||||||||||
Senior note maturity date | Nov. 15, 2025 | ||||||||||||||
Convertible Notes Payable [Member] | Maximum [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Percentage of outstanding principal amount | 175% | ||||||||||||||
Convertible Notes Payable [Member] | Minimum [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Percentage of outstanding principal amount | 150% | ||||||||||||||
Common Class A [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 0.808 | $ 0.808 | |||||||||||||
Common Class A [Member] | Convertible Notes Payable [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Principal amount | $ 1,000,000 | $ 1,000,000 | |||||||||||||
Percentage of outstanding shares exceed | 19.99% | ||||||||||||||
Number of shraes issued for convertion of debt instrument | 1,237.6238 | ||||||||||||||
Warrant [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Warrants Price | 9,196,627,000 | $ 9,196,627,000 | |||||||||||||
Fair value of warrants | $ 18,600,000 | $ 18,600,000 | |||||||||||||
Warrant [Member] | Common Class A [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Warrants purchased | 1,500,000 | 1,500,000 | |||||||||||||
Company Warrants [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Principal amount | $ 1,462,078,000 | $ 1,462,078,000 | |||||||||||||
Warrants and rights outstanding maturity date | Nov. 21, 2028 | ||||||||||||||
Company Warrants [Member] | Common Class A [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Common stock, par value | $ 0.125 | ||||||||||||||
Warrants purchased | 1,299,505 | ||||||||||||||
Warrants Price | $ 162,438 | ||||||||||||||
Warrants exercise price per share | $ 0.808 | $ 0.808 | $ 0.808 | ||||||||||||
Company Warrants [Member] | Common Class A [Member] | Maximum [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Warrants and rights outstanding maturity date | Nov. 21, 2028 | Nov. 21, 2028 | |||||||||||||
Company Warrants [Member] | Common Class A [Member] | Minimum [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Warrants and rights outstanding maturity date | Nov. 06, 2028 | Nov. 06, 2028 | |||||||||||||
Original Warrants [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Principal amount | $ 6,005,975,000 | $ 6,005,975,000 | |||||||||||||
Warrants exercise price per share | $ 0.808 | ||||||||||||||
Debt issuance cost | $ 6,000,000 | ||||||||||||||
Senior Notes [Member] | Original Warrants [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Warrants exercise price per share | $ 6.75 | $ 0.808 | $ 0.808 | ||||||||||||
Share price prior to reverse stock split | $ 0.45 | ||||||||||||||
Proceeds from issuance | $ 20,000,000 | ||||||||||||||
Original Note [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Principal amount | $ 8,000,000 | ||||||||||||||
Outstanding term loan advances | $ 100,000 | ||||||||||||||
Debt issuance cost | 1,400,000 | ||||||||||||||
Minimum cash requirement | 15,000,000 | ||||||||||||||
Payment to the investor | 2,100,000 | ||||||||||||||
Principal reduction in accrued interest | $ 2,000,000 | ||||||||||||||
Debt instrument, default, interest rate | 15% | ||||||||||||||
Percentage of amount paid in cash | 115% | ||||||||||||||
Amortization payment, Net | $ 3,100,000 | ||||||||||||||
Amortization payment, Gross | $ 2,500,000 | ||||||||||||||
Percentage of amortization payment | 115% | ||||||||||||||
Borrowing capacity, amount | $ 8,000,000 | ||||||||||||||
Original Note [Member] | Minimum [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Unrestricted and unencumbered cash and cash equivalents | $ 10,500,000 | ||||||||||||||
Original Note [Member] | Bridge Loan Financing [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Principal amount | 8,000,000 | ||||||||||||||
Default acceleration payment | 1,200,000 | $ 1,200,000 | |||||||||||||
Outstanding term loan advances | 20,000 | ||||||||||||||
Loss on extinguishment of debt | 7,900,000 | ||||||||||||||
Original Note [Member] | Bridge Loan Financing [Member] | Maximum [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Outstanding term loan advances | 100,000 | ||||||||||||||
Original Note [Member] | Original Warrants [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Principal amount | 12,500,000 | ||||||||||||||
Reimbursement premium amount | $ 1,200,000 | ||||||||||||||
Loss (gain) on change of fair value of warrant liabilities | $ 4,500,000 | 3,000,000 | |||||||||||||
Reversal of equity | $ 4,800,000 | 4,800,000 | |||||||||||||
Senior note, net cash proceeds | 12,100,000 | ||||||||||||||
Debt issuance cost, fee amount | 400,000 | ||||||||||||||
Unamortized discount | $ 7,800,000 | ||||||||||||||
Warrants to purchase common stock, value | 6,000,000 | ||||||||||||||
Bridge Notes [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Initial fair value of the bridge notes | $ 2,800,000 | 8,300,000 | 8,300,000 | ||||||||||||
Senior note maturity date | Nov. 17, 2023 | ||||||||||||||
Bridge Notes [Member] | Bridge Loan Financing [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Principal amount | $ 3,100,000 | ||||||||||||||
Additional JMCM Bridge Notes [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Fair value of warrants | 1,400,000 | 2,200,000 | 2,200,000 | ||||||||||||
Loss (gain) on change of fair value of warrant liabilities | 800,000 | ||||||||||||||
Additional JMCM Bridge Notes [Member] | Bridge Loan Financing [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Principal amount | 2,500,000 | ||||||||||||||
Additional JMCM Bridge Notes [Member] | Company Warrants [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Warrants Price | $ 26,600 | ||||||||||||||
Additional JMCM Bridge Notes [Member] | Company Warrants [Member] | Common Class A [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Warrants purchased | 1,082,921 | ||||||||||||||
Additional Bridge Warrants [Member] | Common Class A [Member] | Bridge Loan Financing [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Warrants purchased | 869,781 | ||||||||||||||
Purchase price | $ 0.125 | ||||||||||||||
Warrants Price | $ 108,723,000 | ||||||||||||||
Warrants exercise price per share | $ 1.006 | ||||||||||||||
Bridge Warrants [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Principal amount | $ 17,800,000 | ||||||||||||||
Debt instrument fair value remaining amount | 2,200,000 | ||||||||||||||
Fair value of warrants | $ 800,000 | $ 2,700,000 | 2,700,000 | ||||||||||||
Loss (gain) on change of fair value of warrant liabilities | $ 1,900,000 | ||||||||||||||
Warrants and rights outstanding maturity date | Nov. 06, 2028 | ||||||||||||||
Bridge Warrants [Member] | Common Class A [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Warrants purchased | 3,992,368 | ||||||||||||||
Purchase price | $ 0.125 | ||||||||||||||
Warrants Price | $ 2,200,000 | ||||||||||||||
Warrants exercise price per share | $ 0.808 | $ 0.808 | |||||||||||||
Bridge Warrants [Member] | Company Warrants [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Warrants exercise price per share | $ 0.808 | ||||||||||||||
Senior Secured Convertible Notes [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Net proceeds from financing, after deducting estimated offering expenses | $ 2,700,000 | ||||||||||||||
Fair value | 41,600,000 | ||||||||||||||
Aggregate Fair Value Of The Company Warrants | 10,300 | ||||||||||||||
Senior Secured Convertible Notes [Member] | Additional Notes [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Principal amount | $ 3,000,000 | ||||||||||||||
Senior Secured Convertible Notes [Member] | Company Warrants [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Warrants purchased | 7,696,627 | ||||||||||||||
Senior Secured Convertible Notes [Member] | Company Warrants [Member] | Common Class A [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Warrants exercise price per share | $ 0.808 | ||||||||||||||
Warrants and rights outstanding maturity date | Nov. 13, 2028 | ||||||||||||||
Senior Secured Convertible Notes [Member] | Original Warrants [Member] | Common Class A [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Warrants purchased | 1,500,000 | ||||||||||||||
[1]Warrants to purchase common stock includes Company Warrants issued to a related party in conjunction with the Convertible Notes issued November 21, 2023. As of December 31, 2023, the fair value of the Company Warrants was $2.2 million.[2]Warrants to purchase common stock includes Company Warrants issued to our Chief Executive Officer (the “CEO”) and our Chief Technology Officer (the “CTO”) in conjunction with the Convertible Notes issued November 21, 2023. As of December 31, 2023, the fair values of the CEO’s and CTO’s Company Warrants were $1.8 million and $0.9 million, respectively.[3]Represents the fair value of the Convertible Notes, Company Warrants and Original Warrants as of December 31, 2023, based on the accounting treatment elected by the Company. This does not reflect actual cash value delivered to any holder of the Convertible Notes, including the Kemp Trust and Dr. London. The valuation of such instruments is subject to change, predominantly driven by changes in the market price of a share of the Company’s Class A Common Stock. See the sections entitled Warrants to Purchase Class A Common Stock and Fair Value Option of Accounting in Note 1 — Description of Business, Basis of Presentation and Significant Accounting Policies as well as Note 5 — Fair Value Measurements in these consolidated financial statements.[4]amounts have been accounted for as debt discount and are being amortized to interest expense over the term of the loan using the effective interest method.[5]The CEO and CTO hold Convertible Notes whose fair values were $7.1 million and $3.6 million, respectively as of December 31, 2023. The Company incurred losses on changes in fair value of the Convertible Notes held by the CEO and CTO of $2.5 million and $1.2 million respectively.[6]The Company incurred losses on change in fair value of Company Warrants held by the CEO and CTO of $0.6 million and $0.3 million, respectively. |
Long Term Debt and Warrants - S
Long Term Debt and Warrants - Summary of Fair Value of Initial Warrants Using Black-Scholes Option Pricing Model (Details) - $ / shares | 12 Months Ended | |||||
Nov. 21, 2023 | Nov. 13, 2023 | Nov. 06, 2023 | Aug. 04, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Exercise Price | $ 7.07 | $ 48.3 | ||||
Warrant [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Expected terms (years) | 5 years | 5 years | 5 years | 4 years 10 months 24 days | ||
Expected volatility | 108.79% | 108.59% | 100.11% | 109.83% | ||
Risk-free interest rate | 4.41% | 4.66% | 4.60% | 3.84% | ||
Expected dividend rate | 0% | |||||
Grant-date fair value | $ 1.55 | $ 1.47 | $ 0.73 | $ 2.28 | ||
Exercise Price | $ 0.81 | $ 0.81 | $ 0.81 | |||
Convertible notes [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Expected volatility | 39.50% | 47% | 35.50% | |||
Risk-free interest rate | 4.75% | 4.81% | 4.21% | |||
Risk-free interest rate (for discount payment) | 73% | 73% | 71% | |||
Value per share | $ 1.55 | $ 0.73 | $ 2.28 | |||
Senior Notes [Member] | Warrant [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Expected terms (years) | 5 years | 4 years 7 months 6 days | ||||
Expected volatility | 91.80% | 109.80% | ||||
Risk-free interest rate | 4.15% | 3.84% | ||||
Expected dividend rate | 0% | 0% | ||||
Grant-date fair value | $ 5.71 | $ 2.28 | ||||
Exercise Price | $ 6.75 | $ 0.81 |
Long Term Debt and Warrants -_2
Long Term Debt and Warrants - Summary of Net Proceeds After Deducting Issuance Costs and Fair Value (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||||
Aug. 04, 2023 | Dec. 31, 2023 | [2],[3] | Dec. 31, 2022 | [2],[3] | |||
Debt Disclosure [Abstract] | |||||||
Senior Note Principal | $ 12,500 | ||||||
Less: lender original issue discount | [1] | 375 | |||||
Net cash proceeds | 12,125 | ||||||
Less: cash expenses for third-party issuance costs | [1] | 1,356 | |||||
Net proceeds after lender fees and third-party issuance costs | 10,769 | ||||||
Fair value adjustments | 6,005 | [1] | $ (6,529) | $ 0 | |||
Senior Note, net proceeds after lender fees, third-party issuance costs and Warrants | $ 4,764 | ||||||
[1]amounts have been accounted for as debt discount and are being amortized to interest expense over the term of the loan using the effective interest method.[2]The CEO and CTO hold Convertible Notes whose fair values were $7.1 million and $3.6 million, respectively as of December 31, 2023. The Company incurred losses on changes in fair value of the Convertible Notes held by the CEO and CTO of $2.5 million and $1.2 million respectively.[3]The Company incurred losses on change in fair value of Company Warrants held by the CEO and CTO of $0.6 million and $0.3 million, respectively. |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Jul. 21, 2023 | Dec. 31, 2023 | May 20, 2022 | Apr. 27, 2022 | |
Retention costs payable | $ 1.5 | $ 20 | ||
Outstanding purchase commitments | $ 26.1 | |||
Long-Term Purchase Commitment Reduction Amount | $ 5.7 | |||
Dismissal date of amended complaint | Jul. 21, 2023 | |||
Stockholder derivative suit filed date | June 30, 2023 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 5 Months Ended | 12 Months Ended | |||||||
Dec. 31, 2023 | Sep. 13, 2023 | Jul. 10, 2023 | Jun. 08, 2023 | May 16, 2023 | Aug. 02, 2022 | Nov. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Common stock, shares authorized | 466,000,000 | 466,000,000 | |||||||
Preferred stock, shares outstanding | 0 | 0 | |||||||
Newly issued shares, value | $ 7,133 | ||||||||
Shelf Registration, Aggregate Value of Common Stock | $ 73,600 | $ 100,000,000 | |||||||
Reverse Stock Split description | 1-for-15 | 1-for-5 to 1-for-15 | |||||||
Issuance of Class A common stock upon settlement of contingent consideration | $ 7,133 | $ 0 | |||||||
Common Class A [Member] | |||||||||
Common stock, shares authorized | 400,000,000 | 400,000,000 | 400,000,000 | ||||||
Common stock, shares issued | 18,885,500 | 18,885,500 | 14,246,498 | ||||||
Common stock, shares outstanding | 18,885,500 | 18,885,500 | 14,246,498 | ||||||
Common Class A [Member] | B. Riley Principal Capital II, LLC [Member] | Purchase Agreement And Registration Rights Agreement [Member] | |||||||||
Newly issued shares, value | $ 100,000 | ||||||||
Newly issued shares | 3,537,310 | ||||||||
Number of shares, percentage | 19.99% | ||||||||
Common Class A [Member] | ATM Sales Agreement [Member] | |||||||||
Shares issued price per share | $ 2.63 | $ 2.63 | |||||||
Newly issued shares | 449,863 | ||||||||
Issuance cost related to leagal | $ 300 | $ 200 | $ 300 | ||||||
Broker commissions fees and third party issuance costs | 100 | ||||||||
Issuance of Class A common stock upon settlement of contingent consideration | $ 1,200 | ||||||||
Common Class A [Member] | Roth Capital Partners LLC [Member] | |||||||||
Sale of Stock, Consideration Received Per Transaction | $ 65,000 | ||||||||
Common Class B [Member] | |||||||||
Common stock, shares authorized | 65,000,000 | 65,000,000 | 65,000,000 | ||||||
Common stock, shares issued | 3,702,613 | 3,702,613 | 3,702,613 | ||||||
Common stock, shares outstanding | 3,702,613 | 3,702,613 | 3,702,613 | ||||||
Reverse Stock Split description | 1-for-15 | ||||||||
Preferred Stock [Member] | |||||||||
Preferred stock, shares outstanding | 0 | 0 | 0 | ||||||
Preference shares authorized | 1,000,000 | 1,000,000 | 1,000,000 | ||||||
Preference shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Class A and Class B Common Stock [Member] | |||||||||
Reverse Stock Split description | 1-for-5 to 1-for-15 |
Stock-based Compensation - Addi
Stock-based Compensation - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||
Mar. 08, 2023 | Jan. 01, 2023 | Jul. 01, 2022 | Jan. 21, 2022 | Nov. 22, 2021 | Sep. 20, 2021 | Jun. 30, 2023 | Jun. 30, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Sep. 14, 2023 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||||||||||
Stock-based compensation | $ 11,574,000 | $ 55,904,000 | |||||||||
Description of reverse stock split | all share and per share amounts below have been restated to give effect to the Reverse Stock Split on September 13, 2023. For the impact of the Reverse Stock Split on prior period comparable share and per share amounts and additional information related to the Reverse Stock Split | ||||||||||
Award granted | 1,312,963 | 132,802 | |||||||||
Issuance of Class A common stock upon settlement of contingent consideration | $ 7,133,000 | $ 0 | |||||||||
Aggregate Intrinsic value exercised | 31,600 | 1,200,000 | |||||||||
Stock-based compensation | 11,574,000 | $ 55,904,000 | |||||||||
Unvested aggregate intrinsic value | 122,787,000 | ||||||||||
Milestones B [Member] | |||||||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||||||||||
Unrecognized Stock Based Compensation Expense | 3,600,000 | ||||||||||
Stock-based compensation | $ 6,800,000 | ||||||||||
Milestones C [Member] | |||||||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||||||||||
Unrecognized Stock Based Compensation Expense | 24,600,000 | ||||||||||
Previously Reported [Member] | |||||||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||||||||||
Award granted | 1,992,027 | ||||||||||
Restricted Stock Units (RSUs) [Member] | |||||||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||||||||||
Unrecognized Stock Based Compensation Expense | 17,700,000 | ||||||||||
Total fair value as of the respective vesting dates of restricted stock units vested | 1,300,000 | ||||||||||
Unvested aggregate intrinsic value | 1,400,000 | ||||||||||
PSUs [Member] | |||||||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||||||||||
Award granted | 292,145 | 52,355 | 523,557 | ||||||||
Unrecognized Stock Based Compensation Expense | $ 0 | ||||||||||
Description of PSUs vesting period | PSUs are subject to certain performance-based and service-based vesting conditions and would vest over four years with 25% of awards vesting on July 1, 2022, and the remaining 75% vesting quarterly over the remaining 12 quarters beginning on November 15, 2022, only for the portion of PSUs that is eligible to become vested which will be determined based upon timely satisfaction of performance conditions. | ||||||||||
Compensation cost | $ 0 | $ 100,000 | |||||||||
Executive Officer [Member] | Performance Based Stock Option [Member] | |||||||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||||||||||
Award granted | 873,745 | ||||||||||
Performance Stock Options, granted | 650,809 | ||||||||||
Executive Officer [Member] | Performance Based Stock Option [Member] | Previously Reported [Member] | |||||||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||||||||||
Award granted | 13,016,178 | ||||||||||
Performance Stock Options, granted | 9,762,133 | ||||||||||
Inventories [Member] | |||||||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||||||||||
Stock-based compensation | 0 | $ 100,000 | |||||||||
2021 Omnibus Incentive Plan [Member] | |||||||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||||||||||
Increase in number of common shares reserved for future issuance | 1,607,362 | ||||||||||
Percentage of Sum of Number of Shares | 5% | ||||||||||
Issuance of Class A common stock upon settlement of contingent consideration | $ 1,839,544 | ||||||||||
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 | 36,800,000 | ||||||||||
Additional common shares reserved for future issuance | 26,648,738 | ||||||||||
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 | 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] | Maximum [Member] | |||||||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||||||||||
Award Issuance Year | 2031 | ||||||||||
2021 Employee Stock Purchase Plan [Member] | |||||||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||||||||||
Increase in number of common shares reserved for future issuance | 558,077 | ||||||||||
Percentage of Sum of Number of Shares | 1% | ||||||||||
Issuance of Class A common stock upon settlement of contingent consideration | $ 558,077 | ||||||||||
Eligible Employees Shares Offering Period | 24 months | ||||||||||
Discount on Shares Purchased | 15% | ||||||||||
Shares Issued | 98,601 | 31,463 | |||||||||
Unrecognized Stock Based Compensation Expense | $ 22,200 | ||||||||||
Cost Over Weighted Average Period | 14 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 | 5,000,000 | ||||||||||
Additional common shares reserved for future issuance | 5,322,105 | ||||||||||
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] | Maximum [Member] | |||||||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||||||||||
Award Issuance Year | 2031 | ||||||||||
2023 Bonus Incentive Plan [Member] | |||||||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 353,333 | ||||||||||
2023 Bonus Incentive Plan [Member] | Performance Based Stock Option [Member] | Previously Reported [Member] | |||||||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||||||||||
Issuance of Class A common stock upon settlement of contingent consideration | $ 5,300,000 |
Stock-based Compensation - Summ
Stock-based Compensation - Summary of Share-based Compensation (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Stock-based compensation | $ 11,574 | $ 55,904 |
Cost of revenues [Member] | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Stock-based compensation | 0 | 806 |
Research and Development [Member] | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Stock-based compensation | 7,143 | 15,832 |
Sales and Marketing [Member] | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Stock-based compensation | 251 | 5,899 |
General and Administrative [Member] | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Stock-based compensation | $ 4,180 | $ 33,367 |
Stock-based Compensation - Su_2
Stock-based Compensation - Summary of stock option activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement [Abstract] | |||
Options outstanding, Granted | 1,312,963 | 132,802 | |
Options outstanding, Exercised | (12,061) | (52,447) | |
Options outstanding, Forfeited/Cancelled | (1,029,669) | (302,435) | |
Options outstanding, Expired | (33,934) | (49,772) | |
Options Outstanding, Ending balance, Shares | 1,320,540 | 1,083,241 | 1,355,093 |
Unvested, Ending balance | 968,959 | ||
Exercisable, Ending balance | 351,581 | ||
Weighted Average, Options outstanding, Granted | $ 7.07 | $ 48.3 | |
Weighted Average, Options Outstanding, Exercised | 6.91 | 6.75 | |
Weighted Average, Options outstanding, Forfeited | 89.17 | 122.85 | |
Weighted Average, Options outstanding, Expired | 29.86 | 120.3 | |
Weighted Average ,Options Outstanding, Ending balance, Shares | 24.13 | $ 106.65 | $ 112.8 |
Weighted- Average Exercise Price - Unvested | 16.8 | ||
Exercisable - December 31, 2023 | $ 44.33 | ||
Weighted average remaining term, outstanding | 8 years 4 months 24 days | 8 years 4 months 24 days | 9 years 4 months 24 days |
Weighted Average Remaining Term Granted | 6 years 4 months 24 days | 7 years 6 months | |
Weighted average remaining term, exercised | 2 months 12 days | 1 year 3 months 18 days | |
Weighted- Average Remaining Term Unvested | 9 years 1 month 6 days | ||
Weighted Average Remaining Term, Exercisable | 6 years 7 months 6 days | ||
Outstanding aggregate intrinsic value, Ending balance | $ 128,212 | $ 9,630 | $ 22,782,654 |
Unvested aggregate intrinsic value | 122,787 | ||
Exercisable December 31, 2023 | $ 5,425 |
Stock-based Compensation - Su_3
Stock-based Compensation - Summary of fair value of options granted (Details) - $ / shares | 3 Months Ended | 12 Months Ended | ||||
Dec. 31, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
2023 Bonus Incentive Plan [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Expected terms (years) | 6 years 1 month 6 days | 6 years 1 month 6 days | 6 years 8 months 12 days | 6 years 8 months 12 days | ||
Expected volatility | 95.80% | 95.80% | ||||
Risk-free interest rate | 3.61% | 3.61% | ||||
Expected dividend rate | 0% | 0% | 0% | 0% | ||
Grant-date fair value | $ 4.82 | $ 4.82 | ||||
Minimum [Member] | 2023 Bonus Incentive Plan [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Expected volatility | 94.91% | 91.84% | ||||
Risk-free interest rate | 4.68% | 4.04% | ||||
Grant-date fair value | $ 0.97 | $ 3.2 | ||||
Maximum [Member] | 2023 Bonus Incentive Plan [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Expected volatility | 95.20% | 92.25% | ||||
Risk-free interest rate | 4.73% | 4.15% | ||||
Grant-date fair value | $ 1.09 | $ 4.72 | ||||
Time Based Options [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Expected terms (years) | 6 years 5 months 4 days | 5 years 9 months 21 days | ||||
Expected volatility | 96.50% | 68.90% | ||||
Risk-free interest rate | 1.70% | |||||
Expected dividend rate | 0% | 0% | ||||
Grant-date fair value | $ 3.2 | |||||
Time Based Options [Member] | Minimum [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Risk-free interest rate | 3.46% | |||||
Grant-date fair value | $ 0.73 | |||||
Time Based Options [Member] | Maximum [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Risk-free interest rate | 4.98% | |||||
Grant-date fair value | $ 8.4 |
Stock-based Compensation - Su_4
Stock-based Compensation - Summary of restricted stock units (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of RSUs Outstanding, Beginning Balance | 1,074,790 | 711,922 |
Number of RSUs Outstanding, Granted | 1,155,851 | |
Number of RSUs Outstanding, Vested | (309,397) | |
Number of RSUs Outstanding, Forfeited | (483,586) | |
Number of RSUs Outstanding, Ending Balance | 1,074,790 | |
Weighted- Average Grant Date Fair Value Per Share, Beginning balance | $ 50.25 | $ 138 |
Weighted- Average Grant Date Fair Value Per Share, Granted | 31.8 | |
Weighted Average Grant Date Fair Value Per Share, Vested | 123.6 | |
Weighted Average Grant Date Fair Value Per Share, Forfeited | 87.3 | |
Weighted- Average Grant Date Fair Value Per Share, Ending balance | $ 50.25 | |
RSUs [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of RSUs Outstanding, Beginning Balance | 1,074,790 | 711,922 |
Number of RSUs Outstanding, Granted | 210,102 | 1,155,851 |
Number of RSUs Outstanding, Vested | (280,702) | (309,397) |
Number of RSUs Outstanding, Forfeited | (409,952) | (483,586) |
Number of RSUs Outstanding, Ending Balance | 594,238 | 1,074,790 |
Weighted- Average Grant Date Fair Value Per Share, Beginning balance | $ 50.25 | $ 138 |
Weighted- Average Grant Date Fair Value Per Share, Granted | 6.76 | 31.8 |
Weighted Average Grant Date Fair Value Per Share, Vested | 55.35 | 123.6 |
Weighted Average Grant Date Fair Value Per Share, Forfeited | 50.02 | 87.3 |
Weighted- Average Grant Date Fair Value Per Share, Ending balance | $ 33.6 | $ 50.25 |
Provision for Income Taxes - Su
Provision for Income Taxes - Summary of Loss Before Provision for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Net Income (Loss) Attributable to Parent [Abstract] | ||
Domestic | $ (178,376) | $ (411,438) |
Foreign | 0 | 0 |
Loss before taxes | $ (178,376) | $ (411,438) |
Provision for Income Taxes - Ad
Provision for Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Operating Loss Carryforwards [Line Items] | ||
Income tax (benefit) expense | $ 0 | $ 0 |
Valuation allowance on net deferred tax assets | 26,700 | 81,500 |
Tax credits | 18,565 | 24,296 |
Income tax interest and penalties accrued | $ 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% | |
Operating loss carryforwards amount not subject to expiration | $ 428,000 | |
Operating loss carryforwards amount subject to expiration | 20,100 | |
U.S Federal [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | 448,100 | |
U.S Federal [Member] | Research Tax Credit Carryforward [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Tax credits | 7,700 | |
State [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | 340,800 | |
State [Member] | Research Tax Credit Carryforward [Member] | California [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Tax credits | $ 18,500 |
Provision for Income Taxes - Re
Provision for Income Taxes - Reconciliation Between Statutory Tax Rate and Effective Tax Rate (Details) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Expense (Benefit), Effective Income Tax Rate Reconciliation, Amount [Abstract] | ||
U.S. federal provision at statutory rate | 21% | 21% |
Tax credits | 2.40% | 2.10% |
Expired attributes | (6.80%) | 0% |
Non-Deductible Executive Compensation | (0.50%) | (1.00%) |
Stock-based compensation | (1.50%) | (1.30%) |
Debt restructuring | (7.30%) | 0% |
Fair value adjustment | 2.80% | (1.00%) |
Change in valuation allowance | (9.90%) | (16.80%) |
Goodwill impairment | 0% | (3.00%) |
Other | (0.20%) | 0% |
Effective tax rate | 0% | 0% |
Provision for Income Taxes - Sc
Provision for Income Taxes - Schedule of Companies deferred income tax assets and liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred tax assets: | ||
Net operating loss carry forward | $ 115,657 | $ 95,980 |
Tax credits | 18,565 | 24,296 |
Capitalized research and development | 32,210 | 21,763 |
Stock-based compensation | 1,031 | 2,752 |
Operating lease liabilities | 2,579 | 3,283 |
Fixed assets | 16,606 | 0 |
Intangibles | 0 | 18,245 |
Accruals and reserves | 7,049 | 6,734 |
Deferred revenue | 6,002 | 1,271 |
Other | 126 | 0 |
Total deferred tax assets | 199,825 | 174,324 |
Deferred tax liabilities: | ||
Right of use assets | (2,468) | (3,273) |
Intangible assets | (478) | (913) |
Total deferred tax liabilities | (2,946) | (4,186) |
Net deferred tax assets before valuation allowance | 196,879 | 170,138 |
Valuation allowance | (196,879) | (170,138) |
Net deferred tax assets (liabilities) | $ 0 | $ 0 |
Provision for Income Taxes - _2
Provision for Income Taxes - Schedule Of Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Unrecognized tax benefits as of the beginning of the year | $ 5,510 | $ 5,114 |
Decrease related to prior year tax provisions | (2,363) | (1,582) |
Increase related to current year tax provisions | 1,261 | 1,978 |
Unrecognized tax benefits as of the end of the year | $ 4,408 | $ 5,510 |
Loss per Share - Schedule of Co
Loss per Share - Schedule of Computation of Basic and Diluted Loss (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Common Class A [Member] | ||
Net loss attributed to common stockholders | $ (144,020) | $ (325,441) |
Basic weighted average common shares outstanding | 15,521,073 | 14,011,861 |
Dilutive weighted average common shares outstanding | 15,521,073 | 14,011,861 |
Income (Loss) from Continuing Operations, Per Basic Share | $ (9.28) | $ (23.23) |
Income (Loss) from Continuing Operations, Per Diluted Share | $ (9.28) | $ (23.23) |
Common Class B [Member] | ||
Net loss attributed to common stockholders | $ (34,356) | $ (85,997) |
Basic weighted average common shares outstanding | 3,702,613 | 3,702,613 |
Dilutive weighted average common shares outstanding | 3,702,613 | 3,702,613 |
Income (Loss) from Continuing Operations, Per Basic Share | $ (9.28) | $ (23.23) |
Income (Loss) from Continuing Operations, Per Diluted Share | $ (9.28) | $ (23.23) |
Loss per Share - Additional Inf
Loss per Share - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Preferred dividends declared | $ 0 | $ 0 |
Common Class A [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 10,784,068 | 1,507,221 |
Common Class B [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 0 | 0 |
Convertible Notes [Member] | Common Class A [Member] | ||
Conversion of Stock, Shares Issued | 25,597,382 |
Loss per Share - Schedule of _2
Loss per Share - Schedule of Computation of diluted Shares Outstanding (Details) - Common Class A [Member] - shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Total | 10,784,068 | 1,507,221 |
RSUs [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Total | 591,882 | 1,074,790 |
Stock Options [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Total | 993,892 | 432,431 |
Warrant [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Total | 9,198,294 | 0 |
Segment Information - Additiona
Segment Information - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2023 Segment | |
Segment Reporting [Abstract] | |
Number of Operating and Reportable Segments | 2 |
Segment Information - Schedule
Segment Information - Schedule of Segment Reporting Information by Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Segment Reporting Information [Line Items] | ||
Total revenues | $ 3,874 | $ 9,370 |
Total cost of revenues | 1,812 | 29,530 |
Total gross profit (loss) | 2,062 | (20,160) |
Launch Services [Member] | ||
Segment Reporting Information [Line Items] | ||
Total revenues | 0 | 5,899 |
Total cost of revenues | 0 | 28,193 |
Total gross profit (loss) | 0 | (22,294) |
Space Products [Member] | ||
Segment Reporting Information [Line Items] | ||
Total revenues | 3,874 | 3,471 |
Total cost of revenues | 1,812 | 1,337 |
Total gross profit (loss) | $ 2,062 | $ 2,134 |
Segment Information - Summary o
Segment Information - Summary of Reconciles Segment Gross Profit to Loss Before Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||||
Aug. 04, 2023 | [4] | Dec. 31, 2023 | Dec. 31, 2022 | ||||
Segment Reporting [Abstract] | |||||||
Gross profit (loss) | $ 2,062 | $ (20,160) | |||||
Research and development | [1] | 95,408 | 140,666 | ||||
Selling and marketing | 5,607 | 17,401 | |||||
General and administrative | [1],[2] | 46,422 | 85,285 | ||||
Impairment expense | 0 | 76,889 | |||||
Goodwill impairment | 0 | 58,251 | |||||
Gain on change in fair value of contingent consideration | (23,900) | 20,200 | |||||
Interest income | (1,962) | (1,748) | |||||
Interest expense | 3,619 | 0 | |||||
Other expense (income), net | (2,118) | (5,666) | |||||
Loss on change in fair value of Convertible Notes | [3] | 21,960 | 0 | ||||
Loss on change in fair value of warrant liabilities | $ (6,005) | 6,529 | [5],[6] | 0 | [5],[6] | ||
Loss on extinguishment of convertible notes | 28,873 | 0 | |||||
Loss on extinguishment of convertible notes attributable to related parties | 0 | 0 | |||||
Loss before taxes | $ (178,376) | $ (411,438) | |||||
[1]The Company recognized compensation expense of $3.7 million and $1.9 million in General and administrative and Research and development, respectively, representing the excess of the fair value of the Convertible Notes and Company Warrants issued to our CEO and CTO, respectively, over the cash consideration paid for the Convertible Notes and Company Warrants.[2]The Company made purchases of $1.0 million from a related party during the year ended December 31, 2022.[3]The Company incurred losses on changes in fair value of the Convertible Notes held by the CEO and CTO of $2.5 million and $1.2 million, respectively.[4]amounts have been accounted for as debt discount and are being amortized to interest expense over the term of the loan using the effective interest method.[5]The CEO and CTO hold Convertible Notes whose fair values were $7.1 million and $3.6 million, respectively as of December 31, 2023. The Company incurred losses on changes in fair value of the Convertible Notes held by the CEO and CTO of $2.5 million and $1.2 million respectively.[6]The Company incurred losses on change in fair value of Company Warrants held by the CEO and CTO of $0.6 million and $0.3 million, respectively. |
Segment Information - Schedul_2
Segment Information - Schedule of Revenues Related to Space Products and Launch Services (Details) - Revenue [Member] - Customer [Member] | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Space Products [Member] | Customer 1 [Member] | ||
Revenue, Major Customer [Line Items] | ||
Concentration risk percentage | 50% | 0% |
Space Products [Member] | Customer 2 [Member] | ||
Revenue, Major Customer [Line Items] | ||
Concentration risk percentage | 50% | 0% |
Space Products [Member] | Customer 3 [Member] | ||
Revenue, Major Customer [Line Items] | ||
Concentration risk percentage | 0% | 59% |
Space Products [Member] | Customer 4 [Member] | ||
Revenue, Major Customer [Line Items] | ||
Concentration risk percentage | 0% | 0% |
Launch Services [Member] | Customer 1 [Member] | ||
Revenue, Major Customer [Line Items] | ||
Concentration risk percentage | 0% | 0% |
Launch Services [Member] | Customer 2 [Member] | ||
Revenue, Major Customer [Line Items] | ||
Concentration risk percentage | 0% | 0% |
Launch Services [Member] | Customer 3 [Member] | ||
Revenue, Major Customer [Line Items] | ||
Concentration risk percentage | 0% | 0% |
Launch Services [Member] | Customer 4 [Member] | ||
Revenue, Major Customer [Line Items] | ||
Concentration risk percentage | 0% | 37% |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | ||
Defined Benefit Plan Disclosure [Line Items] | |||
Principal amount | $ 17,819,220,000 | ||
Number of Warrants Outstanding | [1] | 9,196,627 | |
Cue Health, Inc. [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Purcahses made from related party | $ 0 | $ 1,000,000 | |
Outstanding common stock owned by director, percentage | 9.60% | ||
Cue Health, Inc. [Member] | COVID-19 Test Cartridges [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Discount on subscription arrangement | 14% | ||
Cue Health, Inc. [Member] | COVID-19 Test Readers [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Discount on subscription arrangement | 20% | ||
ACME II [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Principal amount | $ 5,100,000 | ||
Number of Warrants Outstanding | 2,212,768 | ||
Chris C. Kemp [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Principal amount | $ 2,000,000 | ||
Number of Warrants Outstanding | 866,337 | ||
Adam London [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Principal amount | $ 1,000,000 | ||
Number of Warrants Outstanding | 433,168 | ||
[1]The initial purchase price of the Convertible Notes, Company Warrants and Original Warrants for each of the investors was as follows: Investor Convertible Notes Company Warrants Original Warrants JMCM Holdings LLC $ 9,691,730 $ 1,023,044 $ 6,005,975 SherpaVentures Fund II, LP 5,127,490 276,596 — Founders: Chris C. Kemp, Trustee of the Chris Kemp Living Trust dated February 10, 2021 2,000,000 108,292 — Adam London 1,000,000 54,146 — Total Convertible Notes and Warrants $ 17,819,220 $ 1,462,078 $ 6,005,975 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) | 12 Months Ended | ||||||
Mar. 07, 2024 | Mar. 06, 2024 | Dec. 31, 2023 | Apr. 15, 2024 | Apr. 10, 2024 | Feb. 26, 2024 | Dec. 31, 2022 | |
Subsequent Event [Line Items] | |||||||
Cancellation date | Jan. 17, 2024 | ||||||
Subsequent Event, Description | Since December 31, 2023, the Company has closed on subsequent financings under the Subsequent Financing Agreement (as further amended or modified on January 19, 2024, January 31, 2024, February 26, 2024, March 7, 2024 and April 10, 2024) on January 19, 2024, February 26, 2024, March 5, 2024, March 7, 2024, March 8, 2024, and March 15, 2024. | ||||||
Principal amount | $ 17,819,220,000 | ||||||
Per share cash received | $ 0.5 | ||||||
Common stock, par value | $ 0.0001 | ||||||
Subsequent Event [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Principal amount | $ 31,750,001,000 | ||||||
Warrants purchased | 14,823,917 | ||||||
Exercise price, per share | $ 0.808 | ||||||
Cash deposited on segregated account | $ 3,500,000 | ||||||
Percentage of number of shares | 50% | ||||||
Percentage of Voting Right | 66.30% | ||||||
Subsequent Event [Member] | AST Products [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Royalties due | $ 2,500,000 | ||||||
Purchase obligation, total amount | $ 1,050,000 | ||||||
Purchase obligation due | $ 420,000 | ||||||
Subsequent Event [Member] | Minimum [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Principal amount | $ 25,000,000 | ||||||
Subsequent Event [Member] | Maximum [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Principal amount | $ 35,000,000 | ||||||
Secured Convertible Notes due 2025 [Member] | Subsequent Event [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Principal amount | $ 31,800,000 | ||||||
April Amendments [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Principal amount | $ 50,000,000 | ||||||
Common Class A [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||||
Common Class A [Member] | Subsequent Event [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Warrants purchased | 14,823,917 | ||||||
Common stock, par value | $ 0.0001 | ||||||
Series A Preferred Stock [Member] | Subsequent Event [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Preferred stock, par value | $ 0.0001 |
Subsequent Events - Schedule of
Subsequent Events - Schedule of Total Convertible Notes and Warrants (Details) - USD ($) $ in Thousands | Apr. 10, 2024 | Dec. 31, 2023 | |
Subsequent Event [Line Items] | |||
Principal amount | $ 17,819,220 | ||
JMCM Holdings LLC [Member] | |||
Subsequent Event [Line Items] | |||
Principal amount | [1] | 9,691,730 | |
SherpaVentures Fund II LP [Member] | |||
Subsequent Event [Line Items] | |||
Principal amount | 5,127,490 | ||
Chris C. Kemp [Member] | |||
Subsequent Event [Line Items] | |||
Principal amount | 2,000 | ||
Adam London [Member] | |||
Subsequent Event [Line Items] | |||
Principal amount | $ 1,000 | ||
Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Principal amount | $ 31,750,001 | ||
Accrued but Uncapitalized Interest | $ 650,999 | ||
Warrants to Purchase Common Stock | 14,823,917 | ||
Subsequent Event [Member] | JMCM Holdings LLC [Member] | |||
Subsequent Event [Line Items] | |||
Principal amount | [2] | $ 9,917,870 | |
Accrued but Uncapitalized Interest | [2] | $ 231,417 | |
Warrants to Purchase Common Stock | [2] | 5,684,354 | |
Subsequent Event [Member] | SherpaVentures Fund II LP [Member] | |||
Subsequent Event [Line Items] | |||
Principal amount | $ 5,247,131 | ||
Accrued but Uncapitalized Interest | $ 122,433 | ||
Warrants to Purchase Common Stock | 2,212,768 | ||
Subsequent Event [Member] | MH Orbit LLC [Member] | |||
Subsequent Event [Line Items] | |||
Principal amount | [3] | $ 4,016,000 | |
Accrued but Uncapitalized Interest | [3] | $ 93,707 | |
Warrants to Purchase Common Stock | [3] | 1,732,673 | |
Subsequent Event [Member] | RBH Ventures Astra SPV LLC [Member] | |||
Subsequent Event [Line Items] | |||
Principal amount | $ 2,999,000 | ||
Accrued but Uncapitalized Interest | $ 55,442 | ||
Warrants to Purchase Common Stock | 1,295,607 | ||
Subsequent Event [Member] | Astera Institute [Member] | |||
Subsequent Event [Line Items] | |||
Principal amount | $ 5,000,000 | ||
Accrued but Uncapitalized Interest | $ 58,333 | ||
Warrants to Purchase Common Stock | 2,165,842 | ||
Subsequent Event [Member] | ERAS Capital LLC [Member] | |||
Subsequent Event [Line Items] | |||
Principal amount | $ 1,000,000 | ||
Accrued but Uncapitalized Interest | $ 11,333 | ||
Warrants to Purchase Common Stock | 433,168 | ||
Subsequent Event [Member] | Ulrich Gall [Member] | |||
Subsequent Event [Line Items] | |||
Principal amount | $ 200,000 | ||
Accrued but Uncapitalized Interest | $ 2,200 | ||
Warrants to Purchase Common Stock | 0 | ||
Subsequent Event [Member] | Chris C. Kemp [Member] | |||
Subsequent Event [Line Items] | |||
Principal amount | $ 2,196,667 | ||
Accrued but Uncapitalized Interest | $ 50,006 | ||
Warrants to Purchase Common Stock | 866,337 | ||
Subsequent Event [Member] | Adam London [Member] | |||
Subsequent Event [Line Items] | |||
Principal amount | $ 1,173,333 | ||
Accrued but Uncapitalized Interest | $ 26,128 | ||
Warrants to Purchase Common Stock | 433,168 | ||
[1]Includes the Original Warrants, which are exercisable to purchase 1,500,000 shares of Class A Common Stock; JMCM Holdings LLC is the only holder of the Original Warrants.[2]Includes the Original Warrants of which JMCM Holdings LLC is the only holder.[3]Investor is an affiliate of JMCM Holdings LLC |