Terran Orbital (LLAP) 10-K 22 Mar 23 2022 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Mar. 15, 2023	Jun. 30, 2022
Document Information [Line Items]
Entity Registrant Name	TERRAN ORBITAL CORPORATION
Entity Central Index Key	0001835512
Document Type	10-K
Document Period End Date	Dec. 31, 2022
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	FY
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
ICFR Auditor Attestation Flag	false
Entity Shell Company	false
Entity Public Float			$ 256.8
Entity Common Stock, Shares Outstanding		144,273,178
Entity File Number	001-40170
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	98-1572314
Entity Address, Address Line One	6800 Broken Sound Parkway NW
Entity Address, Address Line Two	Suite 200
Entity Address, City or Town	Boca Raton
Entity Address State Or Province	FL
Entity Address, Postal Zip Code	33487
City Area Code	561
Local Phone Number	988-1704
Document Annual Report	true
Document Transition Report	false
Documents Incorporated by Reference	DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s definitive proxy statement for use in connection with its 2023 Annual Meeting of Shareholders, which is to be filed no later than 120 days after December 31, 2022, are incorporated by reference into Part III of this Annual Report on Form 10-K.
Auditor Name	KPMG LLP
Auditor Location	Irvine, California
Auditor Firm ID	185
Warrant
Document Information [Line Items]
Title of 12(b) Security	Warrants to purchase one share of common stock, each at an exercise price of $11.50 per share
Trading Symbols	LLAP WS
Security Exchange Name	NYSE
Common Stock, Par Value $0.0001 per Share
Document Information [Line Items]
Title of 12(b) Security	Common stock, par value $0.0001 per share
Trading Symbols	LLAP
Security Exchange Name	NYSE

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Assets:
Cash and cash equivalents	$ 93,561	$ 27,325
Accounts receivable, net of allowance for credit losses of [$234] and $945 as of December 31, 2022 and 2021, respectively	4,754	3,723
Contract assets, net	6,763	2,757
Inventory	24,133	7,783
Prepaid expenses and other current assets	9,710	57,639
Total current assets	138,921	99,227
Property, plant, and equipment, net	24,743	35,530
Other assets	18,990	639
Total assets	182,654	135,396
Liabilities, mezzanine equity and shareholders' deficit:
Current portion of long-term debt	7,739	14
Accounts payable	21,188	9,366
Contract liabilities	27,228	17,558
Reserve for anticipated losses on contracts	2,860	886
Accrued expenses and other current liabilities	11,721	76,136
Total current liabilities	70,736	103,960
Long-term debt	142,620	115,134
Warrant and derivative liabilities	39,950	5,631
Other liabilities	20,769	2,028
Total liabilities	274,075	226,753
Commitments and contingencies (Note 12)
Mezzanine equity:
Redeemable convertible preferred stock - authorized zero and 20,526,878 shares of $0.0001 par value as of December 31, 2022 and 2021, respectively; issued and outstanding shares of zero and 10,947,686 as of December 31, 2022 and 2021, respectively		8,000
Shareholders' deficit:
Preferred stock - authorized 50,000,000 and zero shares of $0.0001 par value as of December 31, 2022 and 2021, respectively; zero issued and outstanding
Common stock - authorized 300,000,000 and 151,717,882 shares of $0.0001 par value as of December 31, 2022 and 2021, respectively; issued and outstanding shares of 142,503,771 and 78,601,283 as of December 31, 2022 and 2021, respectively	14	8
Additional paid-in capital	269,574	97,737
Accumulated deficit	(361,168)	(197,066)
Accumulated other comprehensive income (loss)	159	(36)
Total shareholders' deficit	(91,421)	(99,357)
Total liabilities, mezzanine equity and shareholders' deficit	$ 182,654	135,396
Redeemable Convertible Preferred Stock
Mezzanine equity:
Redeemable convertible preferred stock - authorized zero and 20,526,878 shares of $0.0001 par value as of December 31, 2022 and 2021, respectively; issued and outstanding shares of zero and 10,947,686 as of December 31, 2022 and 2021, respectively		$ 8,000

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Accounts receivable, net of allowance for credit losses	$ 764	$ 945
Preferred stock, shares authorized	50,000,000	0
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, shares authorized	300,000,000	151,717,882
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares issued	142,503,771	78,601,283
Common stock, shares outstanding	142,503,771	78,601,283
Redeemable Convertible Preferred Stock
Redeemable convertible preferred stock, shares authorized	0	20,526,878
Redeemable convertible preferred stock, par value	$ 0.0001	$ 0.0001
Redeemable convertible preferred stock, shares issued	0	10,947,686
Redeemable convertible preferred stock, shares outstanding	0	10,947,686

Consolidated Statements of Oper

Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Statement of Comprehensive Income [Abstract]
Revenue	$ 94,237	$ 40,906
Cost of sales	111,494	33,912
Gross (loss) profit	(17,257)	6,994
Selling, general, and administrative expenses	111,870	43,703
Loss on impairment	23,694
Loss from operations	(152,821)	(36,709)
Interest expense, net	26,644	7,965
Loss on extinguishment of debt	23,141	96,024
Change in fair value of warrant and derivative liabilities	(43,300)	(1,716)
Other expense (income)	4,514	(38)
Loss before income taxes	(163,820)	(138,944)
Provision (benefit) for income taxes	160	38
Net loss	(163,980)	(138,982)
Other comprehensive income, net of tax:
Foreign currency translation adjustments	195	168
Total comprehensive loss	$ (163,785)	$ (138,814)
Weighted-average shares outstanding - basic	128,261,443	76,713,895
Weighted-average shares outstanding - diluted	134,122,831	76,713,895
Net loss per share - basic	$ (1.28)	$ (1.81)
Net loss per share - diluted	$ (1.40)	$ (1.81)

Consolidated Statements of Shar

Consolidated Statements of Shareholders' Deficit (Unaudited) - USD ($) $ in Thousands	Total	Previously Reported	Redeemable Convertible Preferred Stock	Redeemable Convertible Preferred Stock Previously Reported	Redeemable Convertible Preferred Stock Retroactive Application of Reverse Capitalization	Common Stock	Common Stock Previously Reported	Common Stock Retroactive Application of Reverse Capitalization	Additional Paid-in Capital	Additional Paid-in Capital Previously Reported	Additional Paid-in Capital Retroactive Application of Reverse Capitalization	Accumulated Deficit	Accumulated Deficit Previously Reported	Accumulated Other Comprehensive Income (Loss)	Accumulated Other Comprehensive Income (Loss) Previously Reported	Non-controlling Interest	Non-controlling Interest Previously Reported
Beginning balance at Dec. 31, 2020	$ (27,091)	$ (27,091)				$ 7		$ 7	$ 7,447	$ 7,454	$ (7)	$ (58,084)	$ (58,084)	$ (204)	$ (204)	$ 23,743	$ 23,743
Beginning balance, Shares at Dec. 31, 2020						67,297,473	2,439,634	64,857,839
Beginning balance at Dec. 31, 2020			$ 8,000	$ 8,000
Beginning balance, Shares at Dec. 31, 2020			10,947,686	396,870	10,550,816
Net loss	(138,982)											(138,982)
Other comprehensive income (loss), net of tax	168													168
Issuance of common stock in exchange for non-controlling interest, net of issuance costs	(432)					$ 1			23,310							$ (23,743)
Issuance of common stock in exchange for non-controlling interest, net of issuance costs, Shares						10,704,772
Issuance of warrants, net of issuance costs	66,060								66,060
Share-based compensation	678								678
Exercise of stock options	242								242
Exercise of stock options, Shares						599,038
Ending balance at Dec. 31, 2021	(99,357)					$ 8			97,737			(197,066)		(36)
Ending balance (ASU 2016-13) at Dec. 31, 2021	(122)											(122)
Ending balance, Shares at Dec. 31, 2021						78,601,283
Ending balance at Dec. 31, 2021	8,000		$ 8,000
Ending balance, Shares at Dec. 31, 2021			10,947,686
Net loss	(163,980)											(163,980)
Other comprehensive income (loss), net of tax	195													195
Conversion of redeemable convertible preferred stock into common stock	8,000					$ 1			7,999
Conversion of redeemable convertible preferred stock into common stock, Shares						10,947,686
Conversion of redeemable convertible preferred stock into common stock			$ (8,000)
Conversion of redeemable convertible preferred stock into common stock, Shares			(10,947,686)
Net settlement of liability-classified warrants into common stock	7,616								7,616
Net settlement of liability-classified warrants into common stock, Shares						694,873
Net settlement of equity-classified warrants into common stock						$ 2			(2)
Net settlement of equity-classified warrants into common stock, Shares						22,343,698
Issuance of common stock in connection with the Tailwind Two Merger and PIPE Investment, net of issuance costs	6,928					$ 2			6,926
Issuance of common stock in connection with the Tailwind Two Merger and PIPE Investment, net of issuance costs, Shares						16,114,695
Issuance of common stock in connection with financing transactions, net of issuance costs	40,734					$ 1			40,733
Issuance of common stock in connection with financing transactions, net of issuance costs, Shares						4,325,000
Reclassification of liability-classified warrants and derivatives to equity-classified	11,007								11,007
Issuance of contingently issuable common stock	44,887								44,887
Issuance of contingently issuable common stock, Shares						4,095,569
Issuance of common stock under the Committed Equity Facility	2,795								2,795
Issuance of common stock under the Committed Equity Facility, shares						637,487
Share-based compensation	51,082								51,082
Settlement of vested restricted stock units, net of net share settlements	(1,515)								(1,515)
Settlement of vested restricted stock units, net of net share settlements, Shares						4,404,201
Exercise of stock options	$ 356								356
Exercise of stock options, Shares	339,279					339,279
Other	$ (47)								(47)
Ending balance at Dec. 31, 2022	(91,421)					$ 14			$ 269,574			$ (361,168)		$ 159
Ending balance, Shares at Dec. 31, 2022						142,503,771
Ending balance at Dec. 31, 2022
Ending balance, Shares at Dec. 31, 2022			0

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Cash flows from operating activities:
Net loss	$ (163,980)	$ (138,982)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	4,008	3,053
Non-cash interest expense	14,309	7,908
Share-based compensation expense	51,082	678
Provision for losses on receivables and inventory	3,598	877
Loss on impairment	23,694
Loss on extinguishment of debt	23,141	96,024
Change in fair value of warrant and derivative liabilities	(43,300)	(1,716)
Amortization of operating right-of-use assets	994
Other non-cash, net	1,000	567
Changes in operating assets and liabilities:
Accounts receivable, net	376	(1,687)
Contract assets	(4,054)	(901)
Inventory	(14,564)	(5,393)
Prepaid expenses and other current assets	105	596
Accounts payable	12,981	2,161
Contract liabilities	10,012	(229)
Reserve for anticipated losses on contracts	1,975	(1,322)
Accrued expenses and other current liabilities	(2,685)	4,634
Accrued interest	(1,835)
Other, net	1,339	(21)
Net cash used in operating activities	(81,804)	(34,887)
Cash flows from investing activities:
Purchases of property, plant and equipment	(22,469)	(16,352)
Net cash used in investing activities	(22,469)	(16,352)
Cash flows from financing activities:
Proceeds from long-term debt	77,369	58,241
Proceeds from warrants and derivatives	101,734	16,759
Proceeds from Tailwind Two Merger and PIPE Investment	58,424
Proceeds from issuance of common stock	14,791
Proceeds from Issuance of Common Stock under Committed Equity Facility	1,795
Repayment of long-term debt	(32,890)	(10)
Payment of issuance costs	(49,515)	(8,880)
Proceeds from exercise of stock options	356	242
Payment of withholding taxes on net share settlements	(1,515)
Net cash provided by financing activities	170,549	66,352
Effect of exchange rate fluctuations on cash and cash equivalents	(40)	(124)
Net increase in cash and cash equivalents	66,236	14,989
Cash and cash equivalents at beginning of period	27,325	12,336
Cash and cash equivalents at end of period	93,561	27,325
Non-cash investing and financing activities:
Interest paid, net of amounts capitalized	14,270
Interest capitalized to property, plant, and equipment not yet paid	426	1,265
Purchases of property, plant and equipment not yet paid	1,196	845
Reclassification of property, plant, and equipment to inventory and prepaid expenses and other current assets	6,199
Depreciation and amortization capitalized to construction-in-process	170	479
Issuance costs not yet paid		4,141
Non-cash exchange and extinguishment of long-term debt	40,432	125,857
Issuance of common stock in exchange for non-controlling interest	0	$ 23,743
Conversion of redeemable convertible preferred stock into common stock	8,000
Net settlement of liability-classified warrants into common stock	7,616
Net settlement of equity-classified warrants into common stock	(2)
Non-cash issuance of common stock in connection with PIPE Investment	10,060
Non-cash issuance of common stock in connection with financing transactions	27,304
Reclassification of liability-classified warrants and derivatives to equity-classified	11,007
Issuance of contingently issuable common stock	$ 44,887

Organization and Summary of Sig

Organization and Summary of Significant Accounting Policies	12 Months Ended
	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Summary of Significant Accounting Policies	Note 1 Organization and Summary of Significant Accounting Policies Organization and Business Terran Orbital Corporation, formerly known as Tailwind Two Acquisition Corp. (“Tailwind Two”), together with its wholly-owned subsidiaries (the “Company”), is a leading manufacturer of satellite products primarily serving the United States (“U.S.”) aerospace and defense industry. The Company provides end-to-end satellite solutions by combining satellite design, production, launch planning, mission operations, and on-orbit support to meet the needs of its military, civil, and commercial customers. The Company has a foreign subsidiary based in Torino, Italy. Tailwind Two Merger Prior to March 25, 2022 , Tailwind Two was a publicly listed special purpose acquisition company incorporated as a Cayman Islands exempted company. On March 25, 2022, Tailwind Two acquired Terran Orbital Operating Corporation, formerly known as Terran Orbital Corporation (“Legacy Terran Orbital”) (the “Tailwind Two Merger”). In connection with the Tailwind Two Merger, Tailwind Two filed a notice of deregistration with the Cayman Islands Registrar of Companies and filed a certificate of incorporation and a certificate of corporate domestication with the Secretary of State of the State of Delaware, resulting in Tailwind Two becoming a Delaware corporation and changing its name from Tailwind Two to Terran Orbital Corporation. The Tailwind Two Merger resulted in Legacy Terran Orbital becoming a wholly-owned subsidiary of Terran Orbital Corporation. As a result of the Tailwind Two Merger, all of Legacy Terran Orbital's issued and outstanding common stock was converted into shares of Terran Orbital Corporation's common stock using an exchange ratio of 27.585 shares of Terran Orbital Corporation's common stock per each share of Legacy Terran Orbital's common stock. In addition, Legacy Terran Orbital's convertible preferred stock and certain warrants were exercised and converted into shares of Legacy Terran Orbital's common stock immediately prior to the Tailwind Two Merger, and in turn, were converted into shares of Terran Orbital Corporation's common stock as a result of the Tailwind Two Merger. Further, in connection with the Tailwind Two Merger, Legacy Terran Orbital's share-based compensation plan and related share-based compensation awards were cancelled and exchanged or converted, as applicable, with a new share-based compensation plan and related share-based compensation awards of Terran Orbital Corporation. While Legacy Terran Orbital became a wholly-owned subsidiary of Terran Orbital Corporation, Legacy Terran Orbital was deemed to be the acquirer in the Tailwind Two Merger for accounting purposes. Accordingly, the Tailwind Two Merger was accounted for as a reverse recapitalization, in which case the consolidated financial statements of the Company represent a continuation of Legacy Terran Orbital and the issuance of common stock in exchange for the net assets of Tailwind Two recognized at historical cost and no recognition of goodwill or other intangible assets. Operations prior to the Tailwind Two Merger are those of Legacy Terran Orbital and all share and per-share data included in these consolidated financial statements have been retrospectively adjusted to give effect to the Tailwind Two Merger. In addition, the number of shares subject to, and the exercise price of, the Company’s outstanding options and warrants were adjusted to reflect the Tailwind Two Merger. The treatment of the Tailwind Two Merger as a reverse recapitalization was based upon the pre-merger shareholders of Legacy Terran Orbital holding the majority of the voting interests of Terran Orbital Corporation, Legacy Terran Orbital's existing management team serving as the initial management team of Terran Orbital Corporation, Legacy Terran Orbital's appointment of the majority of the initial board of directors of Terran Orbital Corporation, and Legacy Terran Orbital's operations comprising the ongoing operations of the Company. In connection with the Tailwind Two Merger, approximately $ 29 million of cash and marketable securities held in trust, net of redemptions by Tailwind Two's public shareholders, became available for use by the Company as well as proceeds received from the contemporaneous sale of common stock in connection with the closing of a PIPE investment with a contractual amount of $ 51 million (the “PIPE Investment”). In addition, the Company received additional proceeds from the issuance of debt contemporaneously with the Tailwind Two Merger. The cash raised was used for general corporate purposes, the partial paydown of debt, the payment of transaction costs and the payment of other costs directly or indirectly attributable to the Tailwind Two Merger. Beginning on March 28, 2022, the Company's common stock and public warrants began trading on the New York Stock Exchange (the “NYSE”) under the symbols “LLAP” and “LLAP WS,” respectively. Further information regarding the Tailwind Two Merger is included in the respective notes that follow. Basis of Presentation and Significant Accounting Policies The preparation of the consolidated financial statements in accordance with generally accepted accounting principles in the U.S. (“GAAP”) requires the Company to select accounting policies and make estimates that affect amounts reported in the consolidated financial statements and the accompanying notes. The Company’s estimates are based on the relevant information available at the end of each period. Actual results could differ materially from these estimates under different assumptions or market conditions. The consolidated financial statements have been prepared in U.S. dollars in accordance with GAAP and include the accounts of Terran Orbital Corporation and its subsidiaries. All intercompany transactions have been eliminated. Information on select accounting policies and methods not discussed below are included in the respective footnotes that follow. Segment Change The Company evaluates and reports financial information based on the manner in which its Chief Executive Officer, who is the chief operating decision maker (the “CODM”), evaluates performance and allocates resources. Prior to the fourth quarter of 2022, the Company had two operating and reportable segments: Satellite Solutions and Earth Observation Solutions. The Satellite Solutions segment primarily consisted of the design and manufacture of satellites on behalf of its customers, while the Earth Observation Solutions segment was created to develop, build, launch, and operate a constellation of company-owned Earth observation satellites featuring synthetic aperture radar (“SAR”) capabilities to provide Earth observation data and mission solutions. The Earth Observation Solutions segment was in its developmental stage, had not completed any of the intended company-owned satellites, and did not generate any material revenue. In October 2022, the Company re-assessed its liquidity and capital resources and determined to focus its production capacity on fulfilling existing and future customer contracts. The Company determined the most financially efficient method of providing advanced satellite imagery is to offer its Earth observation satellites as a product that customers can order as opposed to building a company-owned and operated constellation. Accordingly, the manner in which the CODM evaluates performance and allocates resources changed. Beginning in the fourth quarter of 2022, the Company reports its results as a single operating and reportable segment on a consolidated basis. Where applicable, prior periods have been retrospectively adjusted to reflect the Company's current operating and reportable segment structure. COVID-19 Pandemic The outbreak of a novel coronavirus as a pandemic (the “COVID-19 Pandemic”) has negatively impacted the global economy, disrupted global supply chains, and created significant volatility and disruption in the financial and capital markets. The COVID-19 Pandemic has contributed to a worldwide shortage of electronic components which has resulted in longer than historically experienced lead times for such electronic components. The reduced availability to receive electronic components used in the Company’s operations has negatively affected its timing and ability to deliver products and services to customers as well as increased its costs in recent periods. The Company considered the emergence and pervasive economic impact of the COVID-19 Pandemic in its assessment of its financial position, results of operations, cash flows, and certain accounting estimates as of and for the periods presented. Due to the evolving and uncertain nature of the COVID-19 Pandemic, it is possible that the effects of the COVID-19 Pandemic could materially impact the Company’s estimates and consolidated financial statements in future reporting periods. Foreign Currency Translation and Transaction Gains and Losses The Company’s reporting currency is the U.S. dollar. The financial statements of the Company’s foreign subsidiary are translated from its functional currency, which is the Euro, into U.S. dollars using the foreign exchange rates applicable to the dates of the financial statements. Assets and liabilities are translated using the end-of-period spot foreign exchange rate. Revenue, expenses and cash flows are translated at the average foreign exchange rate for each period. Equity accounts are translated at historical foreign exchange rates. The effects of these foreign currency translation adjustments are reported as a component of accumulated other comprehensive income (loss) (“AOCI”) in the consolidated balance sheets. For any transaction that is denominated in a currency different from the entity’s functional currency, a gain or loss is recognized in other (income) expense in the consolidated statements of operations and comprehensive loss based on the difference between the foreign exchange rate at the transaction date and the foreign exchange rate at the transaction settlement date or end-of-period rate, if unsettled. Cash and Cash Equivalents Cash and cash equivalents consist of cash on hand and highly liquid investments with original maturities of three months or less from the time of purchase. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following as of the dates presented: December 31, (in thousands) 2022 2021 Deferred debt commitment costs $ - $ 46,632 Deferred equity issuance costs - 6,085 Deferred cost of sales 2,482 2,950 Other current assets 7,228 1,972 Prepaid expenses and other current assets $ 9,710 $ 57,639 As of December 31, 2021 , deferred debt commitment costs related to warrants and other consideration transferred in association with a financing arrangement entered into in anticipation of the Tailwind Two Merger and were reclassified to discount on debt and deferred issuance costs upon the issuance of the associated debt in March 2022. Refer to Note 5 “Debt” and Note 6 “Warrants and Derivatives” for further discussion. Deferred equity issuance costs related to direct and incremental legal, accounting, and other transaction costs incurred in connection with the Tailwind Two Merger and were reclassified as a reduction to additional paid-in capital upon closing of the Tailwind Two Merger. Payments associated with deferred equity issuance costs are reflected in payment of issuance costs in the consolidated statements of cash flows. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following as of the dates presented: December 31, (in thousands) 2022 2021 Current warrant and derivative liabilities (1) $ - $ 68,518 Payroll-related accruals 5,671 5,771 Current operating lease liabilities 971 - Accrued interest 2,107 - Other current liabilities 2,972 1,847 Accrued expenses and other current liabilities $ 11,721 $ 76,136 (1) Refer to Note 6 “Warrants and Derivatives” for further discussion. Research and Development Research and development includes materials, labor, and overhead allocations attributable to the development of new products and solutions and significant improvements to existing products and solutions. Research and development costs are expensed as incurred and recognized in selling, general, and administrative expenses in the consolidated statements of operations and comprehensive loss. Research and development expense was $ 14.5 million and $ 1.9 million during 2022 and 2021, respectively. Retirement Plans The Company maintains a qualified defined contribution plan for U.S. employees in the form of a 401(k) plan. Employee participants are permitted to make contributions on a before-tax or after-tax basis. The Company began making matching contributions to its 401(k) plan for U.S. employees during 2022. The Company’s contributions to the plan totaled approximately $ 1.3 million in 2022 and were recorded in selling, general, and administrative expenses. In addition, the Company maintains a defined contribution plan for international employees. The Company’s contributions to the plan were not material during 2022 and 2021. Concentration of Credit Risks Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, accounts receivable, and contract assets. The majority of the Company’s cash and cash equivalents are held at major financial institutions. Certain account balances exceed the Federal Deposit Insurance Corporation insurance limits of $ 250,000 per account. As a result, there is a concentration of credit risk related to amounts in excess of the insurance limits. The Company regularly monitors the financial stability of these financial institutions and believes that there is no exposure to any significant credit risk in cash and cash equivalents. Concentrations of credit risk with respect to accounts receivable and contract assets are limited because a large portion of our balances are related to (i) reputable companies with significant financial resources or (ii) customer programs in which the U.S. Government is the ultimate customer. A small number of customers and contracts historically have represented a significant portion of the Company's consolidated revenue. Lockheed Martin Corporation (“Lockheed Martin”) represented approximately 76 % and 50 % of consolidated revenue during 2022 and 2021, respectively. There were no other individual customers who accounted for more than 10% of the Company’s revenue in 2022 or 2021. The table below presents individual customers who accounted for more than 10% of the Company’s combined accounts receivable, net of allowance for credit losses, and contract assets, net of allowance for credit losses, as of the dates presented: December 31, 2022 2021 Customer A 42 % 19 % Customer B 12 % 0 % Customer C 11 % 11 % Customer D 9 % 20 % Customer E 6 % 22 % Customer F 3 % 12 % Total 83 % 84 % Recently Adopted Accounting Pronouncements Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instrument , and related amendments, introduces new guidance which makes substantive changes to the accounting for credit losses. This guidance introduces the current expected credit losses model (“CECL”) which applies to financial assets subject to credit losses and measured at amortized cost, as well as certain off-balance sheet credit exposures. The CECL model requires an entity to estimate credit losses expected over the life of an exposure, considering information about historical events, current conditions, and reasonable and supportable forecasts and is generally expected to result in earlier recognition of credit losses. The Company adopted this guidance on January 1, 2022 using the modified retrospective approach and recognized a cumulative effect adjustment to the opening balance of accumulated deficit with no restatement of comparative periods. The impact of adoption was no t material. Lease Accounting ASU 2016-02 , Leases (Topic 842) , and related amendments, require lessees to recognize a right-of-use asset and a lease liability for substantially all leases and to disclose key information about leasing arrangements. The Company adopted the guidance on January 1, 2022 using the optional transition method, which allowed the Company to apply the guidance at the adoption date and recognize a cumulative effect adjustment to the opening balance of accumulated deficit in the period of adoption with no restatement of comparative periods. T he Company has also elected to apply the package of transitional practical expedients under which the Company did not reassess prior conclusions about lease identification, lease classification, and initial direct costs of existing leases as of the date of adoption. Additionally, the Company has elected the practical expedients to not separate non-lease components from lease components. The Company did not elect to apply the practical expedient related to short-term lease recognition exemption. Upon transition to the guidance as of the date of adoption, the Company recognized operating lease liabilities on the consolidated balance sheets with a corresponding amount of right-of-use assets, net of amounts reclassified from other assets and liabilities as specified by the guidance. The adoption did no t have a material effect on the consolidated statements of operations and comprehensive loss or cash flows. Refer to Note 15 “Leases” for further discussion. The net impact of the adoption to the consolidated balance sheet was as follows: (in thousands) 2021 Lease Standard Adoption Adjustment January 1, 2022 Assets Other assets $ 639 $ 6,550 $ 7,189 Liabilities Accrued expenses and other current liabilities 76,136 166 76,302 Other liabilities 2,028 6,384 8,412

Revenue and Receivables

Revenue and Receivables	12 Months Ended
	Dec. 31, 2022
RevenueFromContractWithCustomerAndReceivables [Abstract]
Revenue and Receivables	Note 2 Revenue and Receivables The Company applies the following five steps in order to recognize revenue from contracts with customers: (i) identify the contract(s) with a customer; (ii) identify the performance obligation(s) in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligation(s) in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, the Company assesses whether the goods or services promised within the contract represent a performance obligation. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer. For contracts with multiple performance obligations, the Company allocates the contract’s transaction price to each performance obligation on a relative basis using the best estimate of the stand-alone selling price of each performance obligation, which is estimated using the expected-cost-plus-margin approach. Generally, the Company’s contracts with customers are structured such that the customer has the option to purchase additional goods or services. Customer options to purchase additional goods or services do not represent a separate performance obligation as the prices for such options reflect the stand-alone selling prices for the additional goods or services. The majority of the Company’s contracts with customers have a single performance obligation. The Company recognizes the transaction price allocated to the respective performance obligation as revenue as the performance obligation is satisfied. The majority of the Company's contracts with customers relate to the creation of specialized assets that do not have alternative use and entitle the Company to an enforceable right to payment for performance completed to date. Accordingly, the Company generally measures progress towards the satisfaction of a performance obligation over time using the cost-to-cost input method. Payments for costs not yet incurred or for costs incurred in anticipation of providing a good or service under a contract with a customer in the future are included in prepaid expenses and other current assets on the consolidated balance sheets. Estimate-at-Completion The recognition of revenue over time using the cost-to-cost input method is dependent on the Company’s cost estimate-at-completion (”EAC”), which is subject to many variables and requires significant judgment. EAC represents the total estimated cost-at-completion and is comprised of direct material, direct labor and manufacturing overhead applicable to a performance obligation. There is a company-wide standard and periodic EAC process in which the Company reviews the progress and execution of outstanding performance obligations. As part of this process, the Company reviews information including, but not limited to, any outstanding key contract matters, progress towards completion and the related program schedule, identified risks and opportunities and the related changes in estimates of revenues and costs. The risks and opportunities include the Company’s judgment about the ability and cost to achieve the schedule (e.g., the number and type of milestone events), technical requirements (e.g., a newly-developed product versus a mature product) and other contract requirements. The Company must make assumptions and estimates regarding labor productivity and availability, the complexity of the work to be performed, the availability of materials, the length of time to complete the performance obligation (e.g., to estimate increases in wages and prices for materials and related support cost allocations), execution by subcontractors, the availability and timing of funding from customers and overhead cost rates, among other variables. Based on the results of the periodic EAC process, any adjustments to revenue, cost of sales, and the related impact to gross profit are recognized on a cumulative catch-up basis in the period they become known. These adjustments may result from positive program performance, and may result in an increase in gross profit during the performance of individual performance obligations, if it is determined the Company will be successful in mitigating risks surrounding the technical, schedule and cost aspects of those performance obligations or realizing related opportunities. Likewise, these adjustments may result in a decrease in gross profit if it is determined the Company will not be successful in mitigating these risks or realizing related opportunities. A significant change in one or more of these estimates could affect the profitability of one or more of the Company’s performance obligations. Contract modifications often relate to changes in contract specifications and requirements. Contract modifications are considered to exist when the modification either creates new or changes the existing enforceable rights and obligations. Most of the Company’s contract modifications are for goods or services that are not distinct from the existing contract due to the significant integration service provided in the context of the contract and are accounted for as if they were part of that existing contract. The effect of a contract modification on the transaction price, and the measure of progress for the performance obligation to which it relates, is recognized as an adjustment to revenue either as an increase in or a reduction of revenue on a cumulative catch-up basis. Some of the Company’s long-term contracts contain award fees, incentive fees, or other provisions that can either increase or decrease the transaction price. These variable amounts generally are awarded upon achievement of certain performance metrics, program milestones or cost targets and can be based upon customer discretion. Variable consideration is estimated at the most likely amount to which the Company is expected to be entitled. Estimated amounts are included in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. Estimates of variable consideration and determination of whether to include estimated amounts in the transaction price are based largely on an assessment of the Company’s anticipated performance and all information (historical, current, and forecasted) that is reasonably available. The unfunded portion of enforceable contracts are accounted for as variable consideration. For contracts in which the U.S. Government is the ultimate customer, the Company follows U.S. Government procurement and accounting standards in assessing the allowability and the allocability of costs to contracts. Due to the significance of the judgments and estimation processes, it is likely that materially different amounts could be recorded if different assumptions were used or if the underlying circumstances were to change. The Company monitors the consistent application of its critical accounting policies and compliance with contract accounting. Business operations personnel conduct periodic contract status and performance reviews. When adjustments in estimated contract revenues or costs are determined, any material changes from prior estimates are included in earnings in the current period. Also, regular and recurring evaluations of contract cost, scheduling and technical matters are performed by Company personnel who are independent from the business operations personnel performing work under the contract. Costs incurred and allocated to contracts with the U.S. Government are subject to audit by the Defense Contract Audit Agency for compliance with regulatory standards. Disaggregation of Revenue Below is a summary of the Company’s accounting by type of revenue: • Mission Support: Mission support services primarily relate to the integrated design, manufacture, and assembly of satellites for customers. Revenue associated with mission support services is recognized over time using the cost-to-cost input method. Mission support services are generally either firm-fixed price or cost-plus fee arrangements. • Launch Support: Launch support services relate to the assistance in the launch of a satellite into space by identifying and securing launch opportunities with launch providers as well as coordinating and managing the activities leading up to the launch event on behalf of customers. Revenue associated with launch support services is recognized over time using the cost-to-cost input method. Launch support services are generally firm-fixed price arrangements. • Operations: Operations relates to the management, operations, and communication of information of satellites that are on-orbit on behalf of a customer. Revenue associated with operations is generally recognized monthly at a fixed contractual rate. Accordingly, the revenue is recognized in proportion to the amount the Company has the right to invoice for services performed. • Studies, Design and Other: Studies, design and other services primarily relate to professional engineering feasibility studies and preliminary design services for customers. Revenue associated with studies, design and other services is primarily recognized over time using the cost-to-cost input method. Studies, design, and other are generally either firm-fixed price or cost-plus fee arrangements. The following tables present the Company’s disaggregated revenue by offering and customer type for the periods presented: Years Ended December 31, (in thousands) 2022 2021 Mission support $ 87,542 $ 37,109 Launch support 3,047 1,144 Operations 1,999 2,039 Studies, design and other 1,649 614 Revenue $ 94,237 $ 40,906 Years Ended December 31, (in thousands) 2022 2021 U.S. Government contracts Fixed price $ 59,716 $ 17,036 Cost-plus fee 8,667 4,912 68,383 21,948 Foreign government contracts Fixed price 4,500 4,623 Commercial contracts Fixed price, U.S. 12,742 9,005 Fixed price, International 8,435 5,210 Cost-plus fee 177 120 21,354 14,335 Revenue $ 94,237 $ 40,906 Remaining Performance Obligations Revenue from remaining performance obligations is calculated as the aggregate amount of the transaction price allocated to performance obligations that are unsatisfied (or partially unsatisfied) as of the end of the reporting period on executed contracts, including both funded (firm orders for which funding is authorized and appropriated) and unfunded portions of such contracts. Remaining performance obligations exclude contracts in which the Company recognizes revenue in proportion to the amount it has the right to invoice for services performed and does not include unexercised contract options and potential orders under indefinite delivery/indefinite quantity contracts. As of December 31, 2022, the Company had approximately $ 170.8 million of remaining performance obligations. The Company estimates that substantially all of the remaining performance obligations as of December 31, 2022 will be completed and recognized as revenue by December 31, 2024 . During early 2023, approximately $ 20.0 million of the Company’s backlog as of December 31, 2022 was terminated by the customers for convenience. During February 2023, the Company entered into an agreement with Rivada Space Networks GmbH (“Rivada”) providing for the development, production, and operation of 300 satellites, inclusive of 12 in-orbit spares and ground station equipment, for a total purchase price of $ 2.4 billion. The agreement also includes options for additional satellites, equipment, and services, including an option for the purchase of an additional 300 satellites. Performance under the agreement will be split into a developmental phase, with amounts billed on a time and materials basis, and a firm fixed price production phase. Rivada has an option to terminate the agreement for convenience at any time and for any reason, which would result in a termination fee for work performed up to such termination. In addition, the agreement includes termination provisions for default in the event of missed delivery targets or deadlines, insolvency, or other failures to perform, which could result in the refund of all amounts paid up to such termination. Whether the Company ultimately recognizes revenue and profit on this contract is subject to a number of uncertainties including, among other things, its ability to successfully perform its obligations, increase its manufacturing capacity, and deliver operational satellites in a timely manner and Rivada’s continuing ability to fund contract performance and maintain its regulatory licenses for its operations. Contract Assets and Contract Liabilities For each of the Company’s contracts with customers, the timing of revenue recognition, customer billings, and cash collections results in a net contract asset or liability at the end of each reporting period. Fixed-price contracts are typically billed to the customer either using progress payments, whereby amounts are billed monthly as costs are incurred or work is completed, or performance-based payments, which are based upon the achievement of specific, measurable events or accomplishments defined and valued at contract inception. Cost-type contracts are typically billed to the customer on a monthly or semi-monthly basis. Contract assets Contract assets relate to instances in which revenue recognized exceeds amounts billed to customers and are reclassified to accounts receivable when the Company has an unconditional right to the consideration and bills the customer. Contract assets are classified as current and non-current based on the estimated timing in which the Company will bill the customer and are not considered to include a significant financing component as the payment terms are intended to protect the customer in the event the Company does not perform on its obligations under the contract. The Company records an allowance for credit losses against its contract assets for amounts not expected to be recovered. The allowance is recognized at inception and is reassessed each reporting period. The allowance for credit losses on contract assets was not material for the periods presented. Contract assets from products and services for which the U.S. Government is the ultimate customer included in contract assets was $ 5.3 million and $ 1.1 million as of December 31, 2022 and 2021, respectively. The following is a summary of contract assets, net, recognized in the consolidated balance sheets as of the dates presented: (in thousands) December 31, 2022 January 1, 2022 (1) Contract assets, gross $ 6,840 $ 2,757 Allowance for credit losses ( 77 ) ( 82 ) Contract assets, net $ 6,763 $ 2,675 (1) Balances reflected are subsequent to the adoption of CECL on January 1, 2022. As of December 31, 2022 and 2021, all contract assets were classified as current assets. There were no material impairments of contract assets during the years ended December 31, 2022 or 2021. Contract liabilities Contract liabilities relate to advance payments and billings in excess of revenue recognized and are recognized into revenue as the Company satisfies the underlying performance obligations. Contract liabilities are classified as current and non-current based on the estimated timing in which the Company will satisfy the underlying performance obligations and are not considered to include a significant financing component as they are generally utilized to procure materials needed to satisfy a performance obligation or are used to ensure the customer meets contractual requirements. As of December 31, 2022 and 2021, substantially all contract liabilities were classified as current liabilities. During 2022 and 2021, the Company recognized revenue of $ 17.0 million and $ 17.2 million, respectively, that was previously included in the beginning balance of contract liabilities. Accounts Receivable Accounts receivable represent unconditional rights to consideration due from customers in the ordinary course of business and are generally due in one year or less. Accounts receivable are recorded at amortized cost less an allowance for credit losses, which is based on the Company’s assessment of the collectability of its accounts receivable. The Company reviews the adequacy of the allowance for credit losses by considering the age of each outstanding invoice and the collection history of each customer. Accounts receivable that are deemed uncollectible are charged against the allowance for credit losses when identified. Receivables from products and services for which the U.S. Government is the ultimate customer included in accounts receivable was $ 1.1 million and $ 2.1 million as of December 31, 2022 and 2021, respectively. The following table presents changes in the allowance for credit losses for the periods presented: Years Ended December 31, (in thousands) 2022 2021 Beginning balance ( 945 ) $ ( 635 ) Adoption of CECL ( 39 ) - Provision for credit losses ( 538 ) ( 407 ) Write-offs 758 97 Ending balance ( 764 ) $ ( 945 ) Reserve for Anticipated Losses on Contracts When the estimated cost-at-completion exceeds the estimated revenue to be earned for a performance obligation, the Company records a reserve for the anticipated losses in the period the loss is determined. The reserve for anticipated losses on contracts is presented as a current liability in the consolidated balance sheets and as a component of cost of sales in the consolidated statements of operations and comprehensive loss in accordance with ASC 605-35, Revenue Recognition – Construction-Type and Production-Type Contracts . The Company recorded an increase of $ 2.0 million and a decrease of $ 1.3 million in cost of sales related to the reserve for anticipated losses on contracts during 2022 and 2021, respectively.

Inventory

Inventory	12 Months Ended
	Dec. 31, 2022
Inventory Disclosure [Abstract]
Inventory	Note 3 Inventory Inventory consists of parts and sub-assemblies that are ultimately consumed in the manufacturing and final assembly of satellites. When an item in inventory has been identified and incorporated into a specific satellite, the cost of the sub-assembly is charged to cost of sales in the consolidated statements of operations and comprehensive loss. Inventory is measured at the lower of cost or net realizable value. The cost of inventory includes direct material, direct labor, and manufacturing overhead and is determined on a first-in-first-out basis. Inventory is presented net of an allowance for losses associated with excess and obsolete items, which is estimated based on the Company’s current knowledge with respect to inventory levels, planned production, and customer demand. The components of inventory as of the dates presented were as follows: December 31, (in thousands) 2022 2021 Raw materials $ 19,194 $ 4,782 Work-in-process 4,939 3,001 Total inventory $ 24,133 $ 7,783

Property, Plant, and Equipment,

Property, Plant, and Equipment, net	12 Months Ended
	Dec. 31, 2022
Property, Plant and Equipment [Abstract]
Property, Plant, and Equipment, net	Note 4 Property, Plant, and Equipment, net Property, plant, and equipment, net is stated at historical cost less accumulated depreciation. Cost for company-owned satellite assets includes amounts related to design, construction, launch, and commission. Cost for ground stations includes amounts related to construction and testing. Interest is capitalized on certain qualifying assets that take a substantial period of time to develop for their intended use. Depreciation expense is calculated using the sum-of-the-years’ digits or straight-line method over the estimated useful lives of the related assets as follows: Machinery and equipment 5 - 7 years Satellites 3 - 5 years Ground station equipment 5 - 7 years Office equipment and furniture 5 - 7 years Computer equipment and software 3 - 5 years Leasehold improvements Shorter of the estimated useful life or remaining lease term The determination of the estimated useful life of company-owned satellites involves an analysis that considers design life, random part failure probabilities, expected component degradation and cycle life, predicted fuel consumption and experience with satellite parts, vendors and similar assets. Depreciation expense was $ 4.0 million and $ 3.1 million during 2022 and 2021, respectively. Repairs and maintenance expenditures are expensed when incurred. The gross carrying amount, accumulated depreciation, and net carrying amount of property, plant, and equipment, net as of the dates presented were as follows: December 31, (in thousands) 2022 2021 Machinery and equipment $ 13,066 $ 7,607 Satellites 2,209 2,209 Ground station equipment 1,944 1,944 Office equipment and furniture 2,881 2,239 Computer equipment and software 317 142 Leasehold improvements 9,734 8,533 Construction-in-process 9,467 23,647 Property, plant, and equipment, gross 39,618 46,321 Accumulated depreciation ( 14,875 ) ( 10,791 ) Property, plant, and equipment, net $ 24,743 $ 35,530 Construction-in-process includes company-owned satellites, ground station equipment, and machinery not yet placed into service. The Company capitalized interest to construction-in-process of $ 2.0 million and $ 1.3 million during 2022 and 2021, respectively. The Company reviews property, plant, and equipment, net for impairment whenever events or changes in business circumstances indicate that the net carrying amount of an asset or asset group may not be fully recoverable. The Company groups assets at the lowest level for which cash flows are separately identified. Recoverability is measured by a comparison of the net carrying amount of the asset group to its expected future undiscounted cash flows. If the expected future undiscounted cash flows of the asset group are less than its net carrying amount, an impairment loss is recognized based on the amount by which the net carrying amount exceeds the fair value less costs to sell. The calculation of the fair value less costs to sell of an asset group is based on assumptions concerning the amount and timing of estimated future cash flows and assumed discount rates, reflecting varying degrees of perceived risk. Loss on Impairment During 2022, the Company recorded a loss on impairment of $ 22.4 million related to costs previously capitalized as construction-in-process associated with the development and construction of its company-owned Earth observation satellites. The resulting adjusted carrying amount represented the material, sub-assemblies, and other items which can be utilized for customer programs or other purposes. Accordingly, the Company reclassified previously capitalized costs from construction-in-process of approximately $ 3.7 million to inventory and approximately $ 2.5 million to prepaid expenses and other current assets. In addition, the Company recorded a loss on impairment of $ 1.3 million related to costs previously capitalized as construction-in-process associated with its former plans of constructing a facility in Florida’s Space Coast. There were no material impairments of property, plant and equipment during 2021.

Debt

Debt	12 Months Ended
	Dec. 31, 2022
Debt Disclosure [Abstract]
Debt	Note 5 Debt Long-term debt as of the presented periods was comprised of the following (including accrued interest paid-in-kind): (in thousands) December 31, Description Issued Maturity Interest Rate Interest Payable 2022 2021 Francisco Partners Facility November 2021 April 2026 9.25 % Quarterly $ 120,023 $ 30,289 Senior Secured Notes due 2026 (1) March 2021 April 2026 9.25 % and 11.25 % Quarterly 56,741 94,686 Convertible Notes due 2027 October 2022 October 2027 10.00 % Quarterly 101,699 - PIPE Investment Obligation March 2022 December 2025 N/A N/A 22,500 - Equipment financings (2) 859 - Finance leases 411 53 Unamortized deferred issuance costs ( 3,073 ) ( 761 ) Unamortized discount on debt ( 148,801 ) ( 9,119 ) Total debt 150,359 115,148 Current portion of long-term debt 7,739 14 Long-term debt $ 142,620 $ 115,134 (1) - Includes the Lockheed Martin Rollover Debt and Beach Point Rollover Debt, each as defined below. (2) - Consists of equipment financing debt agreements with maturities through July 2028 , annual interest rates ranging from 6.25 % to 6.50 %, and requiring monthly payments of interest and principal. N/A - Not meaningful Francisco Partners Facility On November 24, 2021 (the “FP NPA Closing Date”), the Company entered into a note purchase agreement (the “FP Note Purchase Agreement”) for the issuance and sale of senior secured notes with an aggregate principal amount of up to $ 150 million due on November 24, 2026 to Francisco Partners (the “Francisco Partners Facility”). The Francisco Partners Facility originally consisted of (i) $ 30 million of senior secured notes, which were drawn on the FP NPA Closing Date (the “Pre-Combination Notes”), (ii) $ 20 million of senior secured notes drawable at the closing of the Tailwind Two Merger (the "Delayed Draw Notes"), and (iii) up to an additional $ 100 million of senior secured notes drawable at the closing of the Tailwind Two Merger (the “Conditional Notes”). Deferred debt commitment costs related to the Francisco Partners Facility totaled $ 62.4 million and related to an original issue discount of $ 5 million, third-party legal fees of $ 864 thousand, warrants, and contingently issuable warrants and equity. Deferred debt commitment costs were reclassified to discount on debt and deferred issuance costs, as it relates to third-party legal fees, at the time the underlying debt is issued. On November 24, 2021, the Pre-Combination Notes were issued net of a $ 5 million original issue discount and resulted in proceeds received of $ 25 million, of which $ 10.8 million was allocated to proceeds from debt and $ 14.2 million was allocated to proceeds from warrants and derivatives in the consolidated statements of cash flows. The Company reclassified deferred debt commitment costs of $ 15.5 million to discount on debt and $ 218 thousand to deferred issuance costs related to the issuance of the Pre-Combination Notes. On March 9, 2022, the Company amended the FP Note Purchase Agreement to, among other things, (i) increase the total principal amount of senior secured notes that may be issued under the FP Note Purchase Agreement to up to $ 154 million, (ii) increase the principal amount of the Delayed Draw Notes to $ 24 million, and (iii) accelerate the funding of the Delayed Draw Notes. The Delayed Draw Notes were issued net of a $ 4 million original issue discount and resulted in proceeds received of $ 20 million, of which $ 8.6 million was allocated to proceeds from debt and $ 11.4 million was allocated to proceeds from warrants and derivatives in the consolidated statements of cash flows. The Company reclassified deferred debt commitment costs of $ 13.2 million to discount on debt and $ 137 thousand to deferred issuance costs related to the issuance of the Delayed Draw Notes. The Company incurred an incremental $ 208 thousand of deferred issuance costs related to the issuance of the Delayed Draw Notes. On March 25, 2022, the Company further amended the FP Note Purchase Agreement to, among other things, (i) decrease the principal amount of senior secured notes that may be issued under the FP Note Purchase Agreement to up to $ 119 million, (ii) amend certain existing covenants, as described above, (iii) add an additional covenant, as described above, (iv) revise the maturity date to April 1, 2026 , and (v) change the timing of quarterly interest payments, which were originally due on the last business day of each calendar quarter, to May 15th, August 15th, November 15th and February 15th of each calendar year, with the first such interest payment due on May 15, 2022. As consideration for the amendment on March 25, 2022, Francisco Partners received an additional 1.9 million shares of Terran Orbital Corporation's common stock in connection with the Tailwind Two Merger. Upon closing of the Tailwind Two Merger, the Company issued $ 65 million of Conditional Notes. The Conditional Notes were issued net of a $ 5 million original issue discount and resulted in proceeds received of $ 60 million, of which $ 14.4 million was allocated to proceeds from debt, $ 30.8 million was allocated to proceeds from warrants and derivatives, and $ 14.8 million was allocated to proceeds from the issuance of common stock in the consolidated statements of cash flows. The Company reclassified deferred debt commitment costs of $ 32.8 million to discount on debt and $ 509 thousand to deferred issuance costs upon the issuance of the Conditional Notes. The Company incurred an incremental $ 851 thousand of issuance costs related to the issuance of the Conditional Notes, of which $ 641 thousand was allocated to debt and $ 210 thousand was allocated to equity. In connection with the Convertible Note and Warrant Purchase Agreement (as defined below), the FP Note Purchase Agreement was amended to, to among other things, provide consent for the Company to enter into the Convertible Note and Warrant Purchase Agreement as well as a First Lien/Second Lien Intercreditor Agreement to govern the relative priorities of the security interests and certain other matters related to the Company’s outstanding debt. In addition, the amendment made certain changes to the FP Note Purchase Agreement to conform to the language of the Convertible Note and Warrant Purchase Agreement, including amending the existing financial covenants to require the Company to at least break even on an EBITDA basis (as defined in the agreements) by June 30, 2024, subject to certain extensions. Senior secured notes issued under the Francisco Partners Facility bear interest at a rate of 9.25 % per annum, which is due and payable quarterly in arrears, with a one-time interest payment due upon the closing date of the Tailwind Two Merger. However, in lieu of payment in cash of all or any portion of the interest amount due on or prior the first payment, such unpaid interest amount was added to the principal balance of the senior secured notes on such interest payment date. As of December 31, 2022 and 2021, approximately $ 1 million and $ 289 thousand of contractual interest was included in the outstanding principal balance of the Francisco Partners Facility, respectively. The Francisco Partners Facility requires certain mandatory prepayments with (i) 100 % of net cash proceeds of all non-ordinary course asset sales or other dispositions of property and any extraordinary receipts, subject to the ability to reinvest such proceeds and certain other exceptions and (ii) 100 % of the net cash proceeds of any debt incurrence, other than debt permitted by the FP Note Purchase Agreement. The Company may prepay senior secured notes issued under the Francisco Partners Facility at any time subject to a call premium of (i) 3.0 % on or prior to the second anniversary of the FP NPA Closing Date, (ii) 2.00 % after the second anniversary of the FP NPA Closing Date but on or prior to the third anniversary of the FP NPA Closing Date, and (iii) at par thereafter. The Francisco Partners Facility contains certain customary affirmative covenants, negative covenants and events of default. Commencing with the first fiscal quarter ending after the closing of the Tailwind Two Merger, the Francisco Partners Facility originally had a liquidity maintenance financial covenant requiring the Company to have an aggregate amount of unrestricted cash and cash equivalents of at least the greater of (a) $ 20 million and (b) an amount equal to 15 % of the total funded indebtedness of the Company as of the last day of each fiscal quarter. As part of the amendment on March 25, 2022, as discussed above, this covenant was modified to require that as of the last day of each fiscal quarter, the Company must have an aggregate amount of unrestricted cash and cash equivalents of at least (i) $ 20 million in the case of the fiscal quarters ending March 31, 2022, June 30, 2022 and September 30, 2022, (ii) $ 10 million in the case of the fiscal quarter ending December 31, 2022, and (iii) $ 20 million plus 15 % of certain aggregate funded indebtedness of the Company for each fiscal quarter thereafter. In addition, a new covenant was added requiring the Company and its subsidiaries to at least break even on an EBITDA basis (as defined in the FP Note Purchase Agreement) by December 31, 2023, subject to certain extensions, which was subsequently amended to extend the date to June 30, 2024, as discussed above. The obligations under the Francisco Partners Facility are guaranteed by the Company's wholly-owned U.S. subsidiaries, subject to certain exceptions. Senior Secured Notes due 2026 On March 8, 2021, the Company issued $ 87 million aggregate principal amount of senior secured notes due April 1, 2026 (the “Senior Secured Notes due 2026”) which resulted in gross proceeds of $ 50 million from Lockheed Martin and the exchange and extinguishment of $ 37 million then outstanding Convertible Notes due 2028 (as defined below). The Company allocated $ 47.5 million of the proceeds received to the Senior Secured Notes due 2026 and the remainder to warrants issued upon funding of the Senior Secured Notes due 2026 in the consolidated statements of cash flows. The Company allocated $ 2.8 million of deferred issuance costs to the Senior Secured Notes due 2026. On November 24, 2021, the Senior Secured Notes due 2026 note purchase agreement was amended to provide consent to the issuance of the Pre-Combination Notes and to align the terms of cash interest payments with those of the FP Note Purchase Agreement. In addition, Lockheed Martin and Beach Point Capital (“Beach Point”) each agreed to, at their option, (a) exchange up to $ 25 million (in the case of Lockheed Martin) and $ 25 million (in the case of Beach Point) of aggregate principal amount of Senior Secured Notes due 2026 for the same principal amount of debt to be issued under a new agreement, or (b) keep outstanding such principal amounts under the existing note purchase agreement (in either case, the “Rollover Debt”). The Rollover Debt has substantially similar terms as the terms of the Francisco Partners Facility, except that the Rollover Debt does not have call protection or original issue discount and became available at the closing of the Tailwind Two Merger. The Company issued warrants and contingently issuable warrants and equity to each of Lockheed Martin and Beach Point in connection with the November 2021 amendment, which resulted in the extinguishment and re-issuance of the Senior Secured Notes due 2026 for each of Lockheed Martin and Beach Point for accounting purposes. The loss on extinguishment of debt totaled $ 28 million and included the recognition of warrants and contingently issuable warrants and equity at fair value, the fair value adjustment related to the re-issuance of the Senior Secured Notes due 2026, the write-off of unamortized discount on debt and deferred issuance costs on the extinguished Senior Secured Notes due 2026, and certain third-party financing expenses. The re-issued Senior Secured Notes due 2026 were recognized at fair value with a $ 6.6 million premium less $ 420 thousand of deferred issuance costs. On March 25, 2022, two holders of the Senior Secured Notes due 2026 agreed to, in substance, exchange the outstanding amount of principal and interest for common stock of Terran Orbital Corporation with any residual amounts settled in cash, resulting in a loss on extinguishment of debt of $ 727 thousand related to $ 4.6 million of the carrying amount of Senior Secured Notes due 2026 on March 25, 2022. The consideration transferred as part of the extinguishment included common stock with a fair value of $ 4.6 million and a cash payment of $ 703 thousand, of which $ 293 thousand represents the repayment of debt and $ 410 thousand represents the payment of interest in the consolidated statements of cash flows. On March 25, 2022, the Senior Secured Notes due 2026 note purchase agreement was amended to, among other things, (i) set the Rollover Debt for Lockheed Martin to $ 25 million (the “Lockheed Martin Rollover Debt”), (ii) increase and set the Rollover Debt for Beach Point to $ 31.3 million (the “Beach Point Rollover Debt”), (iii) set the terms of the Lockheed Martin Rollover Debt and Beach Point Rollover Debt to have substantially similar terms as the terms in the Francisco Partners Facility, excluding call protection and the Beach Point Rollover Debt bearing interest at 11.25 % ( 9.25 % of which is payable in cash and 2.0 % of which is payable in kind), and (iv) cause the Beach Point Rollover Debt to be subordinated in right of payment to the Francisco Partners Facility. The Company partially extinguished Lockheed Martin's portion of the Senior Secured Notes due 2026, resulting in a gain on extinguishment of debt of $ 1.8 million related to $ 32.6 million of the carrying amount, inclusive of an unamortized premium, of Senior Secured Notes due 2026. The consideration transferred as part of the partial extinguishment included a cash payment of $ 30.8 million, of which $ 25 million represents the repayment of debt and $ 5.8 million represents the payment of interest in the consolidated statements of cash flows. In addition, the Lockheed Martin Rollover Debt represents a modification of Lockheed Martin's portion of the Senior Secured Notes due 2026. The Company expensed $ 323 thousand of third-party expenses related to the modification. In connection with the PIPE Investment and the amendment on March 25, 2022, Beach Point agreed to, in substance, exchange a portion of its outstanding amount of principal and interest for common stock of Terran Orbital Corporation with the remainder representing the Beach Point Rollover Debt. As consideration for the amendment on March 25, 2022, Beach Point received an additional 2.4 million shares of Terran Orbital Corporation's common stock as part of the Tailwind Two Merger. Accordingly, Beach Point's portion of the Senior Secured Notes due 2026 was deemed to have been extinguished for the issuance of the Beach Point Rollover Debt and common stock of Terran Orbital Corporation, resulting in a loss on extinguishment of debt of $ 24.2 million related to $ 38.6 million carrying amount of Senior Secured Notes due 2026 on March 25, 2022. The consideration transferred as part of the extinguishment included common stock with a fair value of $ 31.8 million and the Beach Point Rollover Debt with a fair value of $ 31 million. The Company incurred $ 328 thousand of third-party expenses related to the Beach Point Rollover Debt, of which $ 178 thousand was allocated to debt and $ 151 thousand was allocated to equity. In connection with the Convertible Note and Warrant Purchase Agreement, the Senior Secured Notes due 2026 note purchase agreement was amended to, to among other things, provide consent for the Company to enter into the Convertible Note and Warrant Purchase Agreement as well as a First Lien/Second Lien Intercreditor Agreement to govern the relative priorities of the security interests and certain other matters related to the Company’s outstanding debt. In addition, the amendment made certain changes to the Senior Secured Notes due 2026 to conform to the language of the Convertible Note and Warrant Purchase Agreement, including amending the existing financial covenants to require the Company to at least break even on an EBITDA basis (as defined in the agreements) by June 30, 2024, subject to certain extensions. Prior to the March 25, 2022 amendment, the Senior Secured Notes due 2026 bore interest at the rate of 11 % per annum, payable quarterly, and the Company had the option to pay the interest in-kind in lieu of cash prior to March 8, 2024. The Senior Secured Notes due 2026, as amended, bear interest due and payable quarterly in arrears at a rate of 9.25 % per annum in the case of the Lockheed Martin Rollover Debt and at 11.25 % in the case of the Beach Point Rollover Debt ( 9.25 % of which is payable in cash and 2.0 % of which is payable in kind). Interest payments are due on May 15th, August 15th, November 15th and February 15th of each calendar year. As of December 31, 2022 and 2021, the amount of contractual paid-in-kind interest that was included in the outstanding principal balance of the Senior Secured Notes due 2026 was approximately $ 484 thousand and $ 7.8 million, respectively. Convertible Notes due 2027 On October 31, 2022, the Company issued and sold second lien secured convertible notes in an aggregate principal amount of $ 100 million due on October 31, 2027 to Lockheed Martin (the “Convertible Notes due 2027”) pursuant to a convertible note and warrant purchase agreement (the “Convertible Note and Warrant Purchase Agreement”). The Convertible Notes due 2027 resulted in proceeds received of $ 100 million, of which $ 40.5 million was allocated to proceeds from debt and $ 59.5 million was allocated to proceeds from warrants and derivatives in the consolidated statements of cash flows. The Company recorded approximately $ 1.2 million of deferred issuance costs related to the issuance of the Convertible Notes due 2027. The Convertible Notes due 2027 bears interest at 10 % per annum and is payable quarterly on May 15th, August 15th, November 15th and February 15th of each calendar year, with the first such interest payment due on February 15, 2023, and may be paid in cash or in kind at the election of the Company subject to certain conditions. As of December 31, 2022, the amount of contractual paid-in-kind interest that was included in the outstanding principal balance of the Convertible Notes due 2027 was approximately $ 1.7 million. The Convertible Notes due 2027 are convertible by their holders at any time prior to maturity into the number of shares of the Company’s common stock on the date of conversion obtained by dividing (i) the outstanding principal amount of the Convertible Notes due 2027, plus any accrued but unpaid interest, by (ii) a conversion price equal to $ 2.898 per share, representing the average of the closing price of the Company’s common stock from October 24, 2022 through October 28, 2022 plus a 15 % premium. The conversion price is subject to anti-dilution adjustments customary for convertible debt securities. The Company has agreed to use reasonable best efforts to obtain shareholder approval for the issuance of shares of common stock issuable upon conversion of the Convertible Notes due 2027 and the exercise of the related 2027 Warrants (as defined below) by the holders that would exceed 30 % of the common stock then outstanding at its next annual meeting; provided that, if such approval is not obtained and the holders seek to convert Convertible Notes due 2027 or exercise any related 2027 Warrants, the Company may settle the excess above any limit on said conversion and exercise of the warrants set by applicable stock exchange rules in cash, as permitted by the Company’s Existing Debt Agreements (as defined below). Shares of common stock issuable upon conversion of the Convertible Notes due 2027 are subject to customary registration rights. On or after May 1, 2024, the Company may redeem, at its option, for cash, all or any portion of the Convertible Notes due 2027, at a redemption price equal to 100 % of the applicable principal amount to be redeemed, plus accrued and unpaid interest, subject to certain conditions. Upon the occurrence of a fundamental change, including certain change of control transactions of the Company, holders may require the Company to repurchase all or a portion of their Convertible Notes due 2027 at a repurchase price equal to 100 % of the applicable principal amount to be repurchased, plus accrued and unpaid interest, subject to the satisfaction of certain conditions. The Convertible Notes due 2027 are secured by a second lien on substantially all of the Company’s assets and are guaranteed, jointly and severally, by each of the Company’s wholly-owned domestic subsidiaries. The Convertible Notes due 2027 include financial covenants that require that as of the last day of each fiscal quarter, the Company must have an aggregate amount of unrestricted cash and cash equivalents of at least (i) $ 10 million in the case of the fiscal quarter ending December 31, 2022 and (ii) $ 20 million plus 15 % of certain aggregate funded indebtedness of the Company in the case of each fiscal quarter thereafter. In addition, the Company is required to at least break even on an EBITDA basis (as defined in the Convertible Note and Warrant Purchase Agreement) by June 30, 2024, subject to certain extensions. In connection with the Convertible Note and Warrant Purchase Agreement, the Company entered a First Lien/Second Lien Intercreditor Agreement to govern the relative priorities of the security interests and certain other matters related to the Company’s outstanding debt. PIPE Investment Obligation An affiliate of a director and shareholder of the Company invested $ 30 million as part of the PIPE Investment (the "Insider PIPE Investment"). The subscription agreement for the Insider PIPE Investment included a provision that obligates the Company to pay the affiliate a quarterly fee of $ 1.875 million for sixteen quarters beginning with the period ending March 31, 2022 (the “PIPE Investment Obligation”). The first four quarterly payments were to be paid in cash and the remaining payments are to be paid, at the Company's option, in cash or common stock of the Company, subject to subordination to and compliance with the Company's debt facilities. The PIPE Investment Obligation represents a liability within scope of ASC 480, Distinguishing Liabilities from Equity, (“ASC 480”) with subsequent measurement within scope of ASC 835, Interest (“ASC 835”). The Insider PIPE Investment resulted in proceeds received of $ 30 million, of which $ 13 million was allocated to proceeds from debt and $ 17 million was allocated to proceeds from the PIPE Investment in the consolidated statements of cash flows based on relative fair value. The Company incurred $ 259 thousand of issuance costs related to the Insider PIPE Investment, of which $ 112 thousand was allocated to debt and $ 147 thousand was allocated to equity. Convertible Notes due 2028 In 2018, the Company issued in a private offering an aggregate principal amount of $ 34 million of 3.05 % Convertible Promissory Notes with a maturity date of July 23, 2028 (the “Convertible Notes due 2028”). During March 2021, the Convertible Notes due 2028 were extinguished as part of the issuance of the Senior Secured Notes due 2026. The loss on extinguishment of debt totaled $ 70.6 million and included the recognition of warrants issued at fair value, the fair value adjustment related to the issuance of the Senior Secured Notes due 2026, the write-off of unamortized deferred issuance costs on the extinguished Convertible Notes due 2028, and certain third-party financing expenses. Refer to Note 6 “Warrants and Derivatives” for further discussion regarding warrants issued in connection with the extinguishment of the Convertible Notes due 2028. PPP Loan During May 2020, the Company received $ 2.5 million related to the origination of a loan pursuant to the U.S. Small Business Administration (“SBA”) Paycheck Protection Program under Title I of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) (the “PPP Loan”). During October 2020, the Company filed for forgiveness of the PPP Loan as 100 % of the proceeds were utilized for qualified payroll and payroll related costs in accordance with the applicable provisions governing the PPP Loan. In June 2021, the SBA paid the lender the full amount of principal and interest on the PPP Loan. The Company recorded a gain on extinguishment of the PPP Loan of approximately $ 2.6 million in June 2021. Other Interest on the Company's long-term debt was $ 17.5 million and $ 8.7 million in 2022 and 2021, respectively, of which $ 2 million and $ 1.3 million was capitalized to construction-in-process during 2022 and 2021, respectively. In addition, interest expense included $ 229 thousand and $ 236 thousand related to the amortization of deferred issuance costs during 2022 and 2021, respectively, as well as $ 11.1 million and $ 299 thousand related to the amortization of discount on debt during 2022 and 2021, respectively. As of December 31, 2022, the aggregate annual maturities of debt, excluding finance leases, were as follows: (in thousands) 2023 $ 7,649 2024 7,658 2025 7,669 2026 176,944 2027 101,839 Thereafter 63 Total debt maturities 301,822 Less: Unamortized deferred issuance costs ( 3,073 ) Less: Unamortized discount on debt ( 148,801 ) Plus: Finance leases 411 Total debt 150,359 Less: Current maturities of long-term debt 7,739 Long-term debt $ 142,620

Warrants and Derivatives

Warrants and Derivatives	12 Months Ended
	Dec. 31, 2022
Disclosure of Warrants and Derivatives [Abstract]
Warrants and Derivatives	Note 6 Warrants and Derivatives The Company’s warrants and derivatives consist of freestanding financial instruments and embedded derivatives requiring bifurcation issued in connection with the Company’s debt and equity financing transactions. The Company does not have any derivatives designated as hedging instruments. The Company evaluates whether each warrant or derivative represents a liability-classified financial instrument within the scope of ASC 480 , or either a liability-classified or equity-classified financial instrument within the scope of ASC 815 Derivatives and Hedging (“ASC 815”). Warrants and derivatives classified as liabilities are recognized at fair value in the consolidated balance sheets and are remeasured at fair value as of each reporting period with changes in fair value recorded in the consolidated statements of operations and comprehensive loss. Warrants and derivatives classified as equity are recognized at fair value in additional paid-in capital in the consolidated balance sheets and are not subsequently remeasured. Liability-classified Warrants and Derivatives The fair values of liability-classified warrants and derivatives recorded in warrant and derivative liabilities on the consolidated balance sheets as of the presented dates were as follows: December 31, (in thousands, except share and per share amounts) Number of Issuable Shares as of Issuance Maturity Exercise/Conversion Price 2022 2021 Inducement Warrants - March 2021 March 2041 $ 0.01 $ - $ 5,631 Public Warrants 19,221,960 March 2021 March 2027 $ 11.50 1,922 - Private Placement Warrants 78,000 March 2021 March 2027 $ 11.50 8 - FP Combination Warrants 8,291,704 March 2022 March 2027 $ 10.00 18,573 - 2027 Warrants 17,253,279 October 2022 October 2027 $ 2.898 13,707 - Conversion Option Derivative 35,092,695 October 2022 October 2027 $ 2.898 5,740 - Warrant and derivative liabilities 79,937,638 $ 39,950 $ 5,631 The fair values of liability-classified warrants and derivatives recorded in accrued expenses and other current liabilities on the consolidated balance sheets as of the presented dates were as follows : December 31, (in thousands) 2022 2021 FP Pre-Combination Warrants $ - $ 2,546 Pre-Combination Warrants - 849 FP Combination Warrants - 27,682 Combination Warrants - 7,602 FP Combination Equity - 24,110 Combination Equity - 5,729 Current warrant and derivative liabilities $ - $ 68,518 The changes in fair value of liability-classified warrants and derivatives during the periods presented were as follows: (in thousands) Current Warrant Warrant and Derivative Total Balance as of December 31, 2020 $ - $ - $ - Initial recognition as discount on debt 14,240 2,519 $ 16,759 Initial recognition as deferred debt commitment costs 42,247 - 42,247 Initial recognition as loss on extinguishment of debt 15,002 1,857 16,859 Change in fair value of warrant and derivative liabilities ( 2,971 ) 1,255 ( 1,716 ) Balance as of December 31, 2021 $ 68,518 $ 5,631 $ 74,149 Initial recognition from Tailwind Two Merger - 13,124 13,124 Initial recognition as discount on debt - 59,487 59,487 Change in fair value of warrant and derivative liabilities 13,342 ( 56,642 ) ( 43,300 ) Reclassification of current warrant and derivative liabilities to warrant and derivative liabilities ( 25,966 ) 25,966 - Reclassification of liability-classified warrants and derivatives to equity-classified ( 11,007 ) - ( 11,007 ) Net settlement of liability-classified warrants into common stock - ( 7,616 ) ( 7,616 ) Issuance of contingently issuable shares ( 44,887 ) - ( 44,887 ) Balance as of December 31, 2022 $ - $ 39,950 $ 39,950 Inducement Warrants In connection with the issuance of the Senior Secured Notes due 2026, the Company issued warrants to the note holders to purchase 0.34744 % of Legacy Terran Orbital's common stock for $ 0.01 per share (prior to the reverse recapitalization) or to receive a cash payment of approximately $ 7 million if the warrants were not exercised prior to maturity or repayment of the Senior Secured Notes due 2026 (the “Inducement Warrants”). The Inducement Warrants were recognized at an initial fair value of $ 4.4 million in the consolidated balance sheets, of which $ 2.5 million was recognized as discount on debt from the issuance of the Senior Secured Notes due 2026 and $ 1.9 million was recognized as a component of loss on extinguishment of debt in connection with the extinguishment of the Convertible Notes due 2028. The issuance costs related to the Inducement warrants were not material. In connection with the Tailwind Two Merger, holders of the Inducement Warrants were entitled to receive an additional 0.18708 % of Legacy Terran Orbital’s common stock immediately prior to the Tailwind Two Merger in exchange for waiving their cash redemption rights. Accordingly, all of the Inducement Warrants were net settled into 695 thousand shares of the Company’s common stock as part of the Tailwind Two Merger. As a result of the net settlement of the Inducement Warrants, the Company reclassified the $ 7.6 million fair value of the Inducement Warrants as of the date of the Tailwind Two Merger to additional paid-in capital. The Company recorded a loss on change in fair value of the Inducement Warrants of $ 2.0 million and $ 1.3 million during 2022 and 2021, respectively. Francisco Partners Warrants and Derivatives As part of the Francisco Partners Facility, the Company issued warrants to Francisco Partners to purchase 1.5 % of the fully diluted shares of Legacy Terran Orbital’s common stock for $ 0.01 per share (prior to the reverse recapitalization) exercisable in the event the Tailwind Two Merger did not occur (the “FP Pre-Combination Warrants”). The FP Pre-Combination Warrants were recognized at an initial fair value of $ 2.5 million in the consolidated balance sheets, a portion of which was recognized as a discount on debt from the issuance of the Pre-Combination Notes and the remainder as deferred debt commitment costs in prepaid expenses and other current assets on the consolidated balance sheets. The FP Pre-Combination Warrants terminated unexercised upon consummation of the Tailwind Two Merger pursuant to their contractual provisions. The Company recorded a gain on change in fair value of the FP Pre-Combination Warrants of $ 2.5 million and a loss on change in fair value of $ 65 thousand in 2022 and 2021, respectively. As additional consideration for the Francisco Partners Facility, the Company committed to the issuance of (i) an equity grant package equal to 1.5 % of the fully diluted shares of the Company’s common stock outstanding as of immediately following the closing of the Tailwind Two Merger, plus an additional 1.0 million shares of common stock (the “FP Combination Equity”), and (ii) warrants to purchase 5.0 % of the Company's common stock on a fully diluted basis as of immediately following the closing of the Tailwind Two Merger at a strike price of $ 10.00 per share, redeemable at the option of Francisco Partners for $ 25 million on the third anniversary of the closing of the Tailwind Two Merger (the “FP Combination Warrants”). The FP Combination Equity and the FP Combination Warrants were recognized at initial fair values of $ 25 million and $ 29 million, respectively, in accrued expenses and other current liabilities on the consolidated balance sheets, a portion of which was recognized as a discount on debt from the issuance of the Pre-Combination Notes and the remainder as deferred debt commitment costs in prepaid expenses and other current assets on the consolidated balance sheets. The issuance costs related to the FP Pre-Combination Warrants, FP Combination Equity, and FP Combination Warrants were not material. The FP Combination Equity and the FP Combination Warrants were contingently issuable upon closing of the Tailwind Two Merger. Upon consummation of the Tailwind Two Merger, approximately 3.3 million shares of the Company's common stock were issued related to the FP Combination Equity, which resulted in the reclassification of the fair value of the FP Combination Equity as of the Tailwind Two Merger of $ 36.4 million to additional paid-in capital. The Company recorded a loss on change in fair value of the FP Combination Equity of $ 12.3 million and a gain on change in fair value of $ 940 thousand in 2022 and 2021, respectively. In addition, upon consummation of the Tailwind Two Merger, approximately 8.3 million warrants were issued related to the FP Combination Warrants, resulting in the reclassification of the FP Combination Warrants to warrant and derivative liabilities on the consolidated balance sheets. The Company recorded a gain on change in fair value of the FP Combination Warrants of $ 9.1 million and $ 1.3 million in 2022 and 2021, respectively. Pre-Combination and Combination Warrants and Derivatives Upon funding of the Pre-Combination Notes, and in connection with the amendment to the Senior Secured Notes due 2026 note purchase agreement, the Company issued warrants to each of Lockheed Martin and Beach Point to purchase 0.25 % of the fully diluted shares of Legacy Terran Orbital ’s common stock for $ 0.01 per share (prior to the reverse recapitalization) on the same valuation and terms and conditions as the FP Pre-Combination Warrants (the “Pre-Combination Warrants”). The Pre-Combination Warrants were recognized at a fair value of $ 827 in accrued expenses and other current liabilities on the consolidated balance sheets and as a component of loss on extinguishment of debt in the consolidated statements of operations and comprehensive loss. The Pre-Combination Warrants terminated unexercised upon consummation of the Tailwind Two Merger pursuant to contractual provisions. The Company recorded a gain on change in fair value of the Pre-Combination Warrants of $ 849 thousand and a loss on change in fair value of $ 22 thousand in 2022 and 2021, respectively. In connection with the amendment to the Senior Secured Notes due 2026 in 2021 , the Company committed to issue to each of Lockheed Martin and Beach Point (i) an equity grant package equal to 0.25 % of the fully diluted shares of the Company’s common stock outstanding as of immediately following the closing of the Tailwind Two Merger (the “Combination Equity”), and (ii) warrants to purchase 0.83333 % of the Company's common stock on a fully diluted basis as of immediately following the closing of the Tailwind Two Merger at a strike price of $ 10.00 per share with a term of 5 years (the “Combination Warrants”). The Combination Equity and the Combination Warrants were recognized at fair values of $ 6.0 million and $ 8.1 million, respectively, in accrued expenses and other current liabilities on the consolidated balance sheets and as a component of loss on extinguishment of debt in the consolidated statements of operations and comprehensive loss. The issuance costs related to the Pre-Combination Warrants, Combination Warrants, and Combination equity were not material. The Combination Equity and the Combination Warrants were contingently issuable upon closing of the Tailwind Two Merger. Upon consummation of the Tailwind Two Merger, approximately 774 thousand shares of the Company's common stock were issued related to the Combination Equity, which resulted in the reclassification of the fair value of the Combination Equity as of the Tailwind Two Merger of $ 8.5 million to additional paid-in capital. The Company recorded a loss on change in fair value of the Combination Equity of $ 2.8 million and a gain on change in fair value of $ 311 thousand in 2022 and 2021, respectively. In addition, upon consummation of the Tailwind Two Merger, approximately 2.8 million warrants were issued related to the Combination Warrants, resulting in the reclassification of the fair value of the Combination Warrants as of the Tailwind Two Merger of the $ 11 million to additional paid-in capital as the Combination Warrants now represent equity-classified financial instruments. The Company recorded a loss on change in fair value of the Combination Warrants of $ 3.4 million and a gain on change in fair value of $ 533 thousand in 2022 and 2021, respectively . Public Warrants and Private Placement Warrants As part of the Tailwind Two Merger, the Company assumed outstanding warrants giving the holders the right to purchase an aggregate of 11.5 million shares of the Company's common stock for $ 11.50 per share (the “Public Warrants”). The Public Warrants became exercisable on April 24, 2022, 30 days after the completion of the Tailwind Two Merger, and will expire five years from the completion of the Tailwind Two Merger. The Company will not be obligated to deliver any shares of common stock pursuant to the exercise of a Public Warrant and will have no obligation to settle such warrant exercise unless a registration statement with respect to the shares underlying the warrants is then effective and a related prospectus is current, unless a valid exemption from registration is available. On April 22, 2022, the Company filed the Form S-1 with the SEC for, among other transactions, the registration of the shares of common stock issuable by the Company upon exercise of the Public Warrants. The Form S-1 was declared effective by the SEC on June 23, 2022. The Company will use its commercially reasonable efforts to maintain the effectiveness of the Form S-1, and a current prospectus relating thereto, until the expiration or redemption of the Public Warrants in accordance with the provisions of the warrant agreement. If the effectiveness of the Form S-1 or another registration statement covering the issuance of the shares of common stock issuable upon exercise of the Public Warrants is not maintained, holders may exercise such Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act of 1933, as amended, or another exemption. No Public Warrant will be exercisable for cash or on a cashless basis and the Company will not be obligated to issue shares upon exercise of a Public Warrant unless the underlying shares have been registered, qualified, or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company may redeem the outstanding Public Warrants when the price per share of the Company’s common stock equals or exceeds $ 18.00 as follows: • in whole and not in part; • at a price of $ 0.01 per warrant; • upon not less than 30 days’ prior written notice of redemption to each warrant holder; and • if, and only if, the closing price of the Company’s shares of common stock equals or exceeds $ 18.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders. In addition, the Company may redeem the outstanding Public Warrants when the price per share of the Company’s common stock equals or exceeds $ 10.00 as follows: • in whole and not in part; • at $ 0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption; provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined based on the redemption date and the fair market value of the Company’s shares of common stock; • if, and only if, the closing price of the Company’s shares of common stock equals or exceeds $ 10.00 per share (as adjusted) for any 20 trading days within the 30-trading day period ending three trading days before the Company sends the notice of redemption of the warrant holders; and • if the closing price of the Company’s shares of common stock for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $ 18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. If and when the Public Warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. If the Company calls the Public Warrants for redemption, as described above, the Company will have the option to require any holder that wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and the number of common shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, the Public Warrants will not be adjusted for issuances of common shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. In addition, as part of the Tailwind Two Merger, the Company assumed outstanding warrants that were previously issued in a private placement and that give their holders the right to purchase an aggregate of 7.8 million shares of the Company's common stock for $ 11.50 per share (the “Private Placement Warrants”). The Private Placement Warrants are substantially similar to the Public Warrants, except that the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable, except as described above, so long as they are held by the initial purchasers or their permitted transferees. Private Placement Warrants that are held by someone other than the initial purchasers or their permitted transferees will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. During April 2022, the Company filed a registration statement for the registration of the Private Placement Warrants and the shares of common stock issuable upon exercise of the Private Placement Warrants, which was declared effective by the SEC on June 23, 2022. During 2022, the initial purchasers of 7,722,000 Private Placement Warrants transferred their Private Placement Warrants to other than permitted transferees. Accordingly, the transferred Private Placement Warrants became identical to and are considered to be Public Warrants at the time of transfer. The Company recorded a gain on change in fair value of the Public Warrants and Private Placement Warrants of $ 11.2 million in 2022. 2027 Warrants In connection with the Convertible Note and Warrant Purchase Agreement, the Company issued warrants to Lockheed Martin to purchase 17.3 million shares of the Company’s common stock at an exercise price of $ 2.898 per share, representing the average of the closing price of the Company’s common stock from October 24, 2022 through October 28, 2022 plus a 15 % premium, and expiring five years after the issuance date (the “2027 Warrants”). The 2027 Warrants were recognized at a fair value of $ 28.0 million as a discount on debt in the consolidated balance sheets. The issuance costs related to the 2027 Warrants totaled approximately $ 801 thousand and were recorded in other expense in the consolidated statements of operations and comprehensive loss and as operating cash flows in the consolidated statements of cash flows . The Company recorded a gain on change in fair value of the 2027 Warrants of $ 14.3 million in 2022. Conversion Option Derivative The Company determined that the conversion option of the Convertible Note due 2027 represented an embedded derivative requiring bifurcation as a liability-classified derivative (the "Conversion Option Derivative"). Accordingly, the Conversion Option Derivative was bifurcated from the Convertible Notes due 2027 and recognized at a fair value of $ 31.5 million as a discount on debt in the consolidated balance sheets. The issuance costs related to the Conversion Option Derivative totaled approximately $ 900 thousand and were recorded in other expense in the consolidated statements of operations and comprehensive loss and as operating cash flows in the consolidated statements of cash flows. The Company recorded a gain on change in fair value of the Conversion Option Derivative of $ 25.7 million in 2022. Equity-classified Warrants and Derivatives Detachable Warrants In connection with the extinguishment of the Convertible Notes due 2028, the Company issued detachable warrants to the note holders to purchase 26.0 million shares of Legacy Terran Orbital's common stock at an average exercise price of $ 1.42 and an expiration date of July 23, 2028 (the “Detachable Warrants”). The Detachable Warrants were recognized at a fair value of $ 68.4 million in additional paid-in capital in the consolidated balance sheets and as a component of loss on extinguishment of debt in the consolidated statements of operations and comprehensive loss. The issuance costs related to the Detachable Warrants totaled $ 2.3 million and were recognized in additional paid-in capital in the consolidated balance sheets and as financing cash flows in the consolidated statements of cash flows. As part of the Tailwind Two Merger, all of the Detachable Warrants were ultimately net settled into approximately 22.3 million shares of the Company’s common stock. The fair value of the Detachable Warrants was estimated using the Black-Scholes option-pricing model. The Black-Scholes option-pricing model considers the estimated fair value of Legacy Terran Orbital’s common stock, the expected term of the instrument of 7.4 years, the expected volatility of 103 %, the expected dividend yield of zero and a risk-free interest rate of 1.15 %. In the absence of a public market for Legacy Terran Orbital ’s common stock at the time of issuance, the valuation of its common stock was determined using an option pricing model. Refer to Note 7 "Fair Value of Financial Instruments" for further discussion regarding the valuation of Legacy Terran Orbital’s common stock using the option pricing model.

Fair Value of Financial Instrum

Fair Value of Financial Instruments	12 Months Ended
	Dec. 31, 2022
Fair Value Disclosures [Abstract]
Fair Value of Financial Instruments	Note 7 Fair Value of Financial Instruments Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the principal market, or if none exists, the most advantageous market, for the specific asset or liability at the measurement date (the exit price). The fair value is based on assumptions that market participants would use when pricing the asset or liability. A fair value measurement is assigned a level within the fair value hierarchy, depending on the source of the inputs utilized in estimating the fair value measurement as follows: • Level 1: Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. • Level 2: Inputs other than quoted prices included in Level 1 that are observable for the asset or liability either directly or indirectly. • Level 3: Unobservable inputs reflecting management’s own assumptions about the inputs used in pricing the asset or liability. The carrying amounts of cash and cash equivalents, accounts receivable, contract assets, contract liabilities, and accounts payable approximate their fair values due to the short-term maturities of these financial instruments. Fair Value of Legacy Terran Orbital’s Common Stock Prior to the Tailwind Two Merger, there was no public market for Legacy Terran Orbital’s common stock. As such, the fair value of Legacy Terran Orbital’s common stock was estimated using an option pricing model, which allocated the total enterprise value of the Company to the different classes of equity as of the valuation date. The significant assumptions used in the option pricing model included: (i) total enterprise value of Legacy Terran Orbital based on the guideline publicly-traded company method, guideline transaction method, market calibration method and discounted cash flow method; (ii) liquidation preferences, conversion values, and participation thresholds of different equity classes; (iii) probability-weighted time to a liquidity event; (iv) expected volatility based upon the historical and implied volatility of common stock for the Company’s selected peers; (v) expected dividend yield of zero as the Company does not have a history or plan of declaring dividends on its common stock; (vi) risk-free interest rate based on U.S. treasury bonds with a zero-coupon rate, (vii) implied valuation, timing, and probability of the Tailwind Two Merger; and (viii) a discount for the lack of marketability of Legacy Terran Orbital’s common stock at that time. The fair value of Legacy Terran Orbital’s common stock represented a Level 3 fair value measurement. Following the Tailwind Two Merger, there is a public market for Terran Orbital Corporation’s common stock and certain warrant and derivative liabilities. Accordingly, the fair value of Terran Orbital Corporation’s common stock and applicable warrant and derivative liabilities is based on the closing price on the relevant valuation date as reported on the NYSE. Warrant and Derivative Liabilities The fair values of certain warrant and derivative liabilities were estimated using the Black-Scholes option-pricing model, which uses the following significant inputs and assumptions for each security as of the valuation date: (i) the price per share of common stock, (ii) the exercise price, (iii) the risk-free interest rate, (iv) the dividend yield, (v) the contractual term, and (vi) the estimated volatility. The resulting fair values represent Level 3 fair value measurements. The fair values of certain warrant and derivative liabilities were estimated using models similar to that of the Black-Scholes option-pricing model and included additional assumptions. Depending on the circumstances and features of the instruments, additional assumptions included or consisted of: (i) the estimated counterparty credit spread based on an estimated credit rating of CCC and below, (ii) the implied valuation, timing, and probability of closing the Tailwind Two Merger, (iii) the estimated redemption rate of the Tailwind Two’s public shareholders, and (iv) a discount for the lack of marketability of Legacy Terran Orbital’s common stock. The resulting fair values represent Level 3 fair value measurements. The final fair values of certain warrants and derivatives were based on the number of shares of Terran Orbital Corporation common stock issued as part of the Tailwind Two Merger and the price per share of Terran Orbital Corporation's common stock as of the Tailwind Two Merger and represent Level 1 fair value measurements. The fair value of the Public Warrants was based on their quoted market price as of each valuation date and represents a Level 1 fair value measurement. As the Private Placement Warrants are substantially similar to the Public Warrants, their fair value was based on the quoted market price of the Public Warrants as of each valuation date and represents a Level 2 fair value measurement. The fair value of the Conversion Option Derivative was estimated as the difference in the fair value of the Convertible Notes due 2027 inclusive of the conversion option and the fair value of the Convertible Notes due 2027 exclusive of the conversion option. The fair value inclusive of the conversion option was estimated using a lattice model with the following significant inputs and assumptions: (i) time to maturity, (ii) coupon rate, (iii) discount rate based on an estimated credit rating of CCC and below, (iv) risk-free interest rate, (v) contractual features such as prepayment options, call premiums and default provisions, (vi) price per share of common stock, (vii) dividend yield, and (viii) estimated volatility. The fair value exclusive of the conversion option was estimated using a discounted cash flow method using a discount rate based on an estimated credit rating of CCC and below plus a risk-free interest rate. The resulting fair values represent Level 3 fair value measurements. The assumptions underlying the above valuations represented the Company’s best estimate, which involved inherent uncertainties and the application of judgment. If the Company had used different assumptions or estimates, the fair values above could have been materially different. Long-term Debt The following table presents the total net carrying amount and estimated fair value of the Company’s long-term debt instruments, excluding finance leases, as of the dates presented: December 31, 2022 December 31, 2021 (in thousands) Carrying Amount Fair Value Carrying Amount Fair Value $ 139,629 $ 240,574 $ 115,095 $ 124,221 PIPE Investment Obligation 10,319 17,236 - - As of December 31, 2022, the fair value of the Company's long-term debt, except as otherwise described, was estimated using a lattice model with the following significant inputs and assumptions: (i) time to maturity, (ii) coupon rate, (iii) discount rate based on an estimated credit rating of CCC and below, (iv) risk-free interest rate, and (v) contractual features such as prepayment options, call premiums and default provisions. The fair value related to Convertible Notes due 2027 was exclusive of the conversion option and estimated as described above. The fair value of long-term debt related to the PIPE Investment Obligation was estimated using a discounted cash flow method applied to the remaining quarterly payments using a discount rate based on a risk-free rate derived from constant maturity yields ranging plus a credit risk derived from an estimated credit rating of CCC and below. The resulting fair values represent Level 3 fair value measurements. As of December 31, 2021, the fair value of the Company's long-term debt was estimated using a lattice model with the following significant inputs and assumptions: (i) time to maturity, (ii) coupon rate, (iii) discount rate based on an estimated credit rating of CCC and below, (iv) risk-free interest rate, (v) contractual features such as prepayment options, call premiums and default provisions, and (vi) probability of a liquidity event. The resulting fair values represent Level 3 fair value measurements.

Mezzanine Equity and Shareholde

Mezzanine Equity and Shareholders' Deficit	12 Months Ended
	Dec. 31, 2022
Stockholders' Equity Note [Abstract]
Mezzanine Equity and Shareholders' Deficit	Note 8 Mezzanine Equity and Shareholders’ Deficit Common Stock As of December 31, 2022 , the Company is authorized to issue up to 300 million shares of common stock with a par value of $ 0.0001 per share. Each share of common stock entitles the shareholder to one vote . Tailwind Two Merger The Company issued 11 million shares of common stock in exchange for the net assets of Tailwind Two, which were recognized at historical cost, in connection with the Tailwind Two Merger and issued 5.1 million shares of common stock in connection with the PIPE Investment. The Tailwind Two Merger and PIPE Investment resulted in allocated cash proceeds of $ 58.4 million with aggregate allocated third-party issuance costs of $ 48.4 million and the assumption of the Public Warrants and Private Placement Warrants with an aggregate fair value of $ 13.1 million. Debt Financing Transactions As consideration for the amendment to the FP Note Purchase Agreement on March 25, 2022, Francisco Partners received 1.9 million shares of the Company's common stock. In addition, as consideration for the amendment to the Senior Secured Notes due 2026 note purchase agreement on March 25, 2022, Beach Point received 2.4 million shares of the Company's common stock. Committed Equity Facility On July 5, 2022, the Company entered into a common stock purchase agreement (the “Committed Equity Facility”) and a Registration Rights Agreement (the “Registration Rights Agreement”) with B. Riley Principal Capital II, LLC (“B. Riley”). The Committed Equity Facility gives the Company the right, but not the obligation, subject to certain conditions, to sell to B. Riley over a 24-month period up to the lesser of (i) $ 100 million of newly issued shares of the Company’s common stock and (ii) 27,500,000 shares of the Company’s common stock, which represents approximately 19.99 % of the shares of the Company’s common stock outstanding immediately prior to the execution of the Committed Equity Facility, unless the Company obtains shareholder approval to issue excess shares. In addition, the Company may not issue or sell any shares of common stock to B. Riley under the Committed Equity Facility that would result in B. Riley and its affiliates beneficially owning more than 4.99 % of the Company’s outstanding shares of common stock. Pursuant to the Registration Rights Agreement, the Company filed a registration statement on Form S-1 with the SEC on July 8, 2022, registering the resale by B. Riley of up to 27,714,791 shares of common stock to be issued by the Company to B. Riley pursuant to the Committed Equity Facility. Such resale registration statement was declared effective by the SEC on July 15, 2022. The price per share of common stock sold by the Company to B. Riley is determined by reference to the volume weighted average price of the Company’s common stock as defined within the Committed Equity Facility less a 3 % discount, subject to certain limitations and conditions. The total net proceeds that the Company will receive under the Committed Equity Facility will depend on the frequency and prices at which the Company sells common stock to B. Riley. The Company intends to use the net proceeds from the Committed Equity Facility for investment in growth and general corporate purposes. The Committed Equity Facility represents a derivative instrument with a fair value of $ 0 . Upon the sale and issuance of common stock under the Committed Equity Facility, the Company records the fair value of the common stock in additional paid-in capital and the difference in relation to the proceeds received to other expense in the consolidated statements of operations and comprehensive loss as well as other non-cash operating cash flows in the consolidated statements of cash flows. In addition, third-party costs incurred in connection with the Committed Equity Facility are expensed as incurred and included in other expense in the consolidated statements of operations and comprehensive loss. During 2022, the Company sold and issued 637,487 shares of common stock to B. Riley under the Committed Equity Facility, including 214,791 shares issued on July 5, 2022 as consideration for B. Riley’s commitment to enter into the Committed Equity Facility, resulting in proceeds received of $ 1.8 million and $ 1 million of other expense in the consolidated statements of operations and comprehensive loss. In addition, the Company expensed third-party costs associated with the Committed Equity Facility of approximately $ 773 thousand in 2022. As of December 31, 2022 , the remaining availability under the Committed Equity Facility was the lesser of 27,077,304 shares of common stock or $ 98.2 million of proceeds from the sale and issuance of common stock. PredaSAR Merger In February 2021, the Company entered into an agreement with the non-controlling interest holders of convertible preferred stock of PredaSAR Corporation (the “Series Seed Preferred Stock”) to exchange all of the shares of Series Seed Preferred Stock for shares of Legacy Terran Orbital's common stock (the “PredaSAR Merger”). The PredaSAR Merger resulted in the issuance of 10.7 million shares of Legacy Terran Orbital’s common stock. The PredaSAR Merger resulted in PredaSAR Corporation becoming a wholly-owned subsidiary of Legacy Terran Orbital. Accordingly, non-controlling interest was reclassified to additional paid-in capital in the consolidated balance sheets. The issuance costs related to the PredaSAR Merger totaled $ 432 thousand and were recognized in additional paid-in capital in the consolidated balance sheets and as financing cash flows in the consolidated statements of cash flows. Preferred Stock As of December 31, 2022, the Company is authorized to issue up to 50 million shares of preferred stock with a par value of $ 0.0001 per share. There were no shares of preferred stock issued and outstanding as of December 31, 2022. As of December 31, 2021, the Company was authorized to issue 20,526,878 shares of convertible preferred stock of Legacy Terran Orbital with a par value of $ 0.0001 per share (the “Series A Preferred Stock”), of which 10,947,686 shares were issued and outstanding. The Series A Preferred Stock was issued in July 2017 at an original issue price per share of $ 0.73 (the “Original Issue Price”), which resulted in gross proceeds of $ 8 million. The Company concluded there was an instance within scope of ASC 480 in which it was required to redeem the Series A Preferred Stock for cash or other assets that was outside of its control. Accordingly, the Series A Preferred Stock was presented as mezzanine equity outside of shareholders’ deficit in the Company’s consolidated balance sheets. As part of the Tailwind Two Merger, all of Series A Preferred Stock was ultimately converted into approximately 10.9 million shares of Terran Orbital Corporation’s common stock. As a result of the conversion of the Series A Preferred Stock, the Company reclassified the amount of Series A Preferred Stock to additional paid-in capital.

Share-Based Compensation

Share-Based Compensation	12 Months Ended
	Dec. 31, 2022
Share-Based Payment Arrangement [Abstract]
Share-Based Compensation	Note 9 Share-Based Compensation Prior to the Tailwind Two Merger, Legacy Terran Orbital maintained the Amended and Restated Terran Orbital Corporation 2014 Equity Incentive Plan (the “2014 Plan”). In connection with the Tailwind Two Merger, the Company terminated the 2014 Plan and adopted the Terran Orbital Corporation 2021 Omnibus Incentive Plan (the “2021 Plan”), under which the Company grants share-based compensation awards to certain employees, officers, directors, and consultants. All of the outstanding share-based compensation awards granted under the 2014 Plan were cancelled and substituted for share-based compensation awards under the 2021 Plan in the same form and on substantially the same terms and conditions. Prior to the PredaSAR Merger, the Legacy Terran Orbital also granted share-based compensation awards under the PredaSAR Corporation 2020 Equity Incentive Plan (the “PredaSAR Plan”). Share-based compensation expense for service-based awards is recognized on a straight-line basis over the requisite service period. For awards that include a performance condition, share-based compensation expense is recognized only if it is probable that the performance condition will be met. Share-based compensation expense is included in cost of sales and selling, general, and administrative expenses in the consolidated statements of operations and comprehensive loss. Additionally, certain costs related to share-based compensation awards may be capitalized based on the activities performed by employees. The Company accounts for forfeitures as they occur. Share-based compensation awards are classified as equity awards and are settled through the issuance of authorized but previously unissued shares of common stock. Share-based compensation, inclusive of amounts capitalized, for the periods presented was as follows: Years Ended December 31, (in thousands) 2022 2021 Restricted stock units $ 26,046 $ 225 Retention restricted stock units 24,763 — Stock options 273 416 PredaSAR options — 37 Share-based compensation $ 51,082 $ 678 There was no income tax benefit associated with the Company’s share-based compensation during 2022 and 2021 as a result of a full valuation allowance on the Company’s deferred tax assets. 2021 Plan The 2021 Plan initially authorized the issuance of no more than 13,729,546 shares of Terran Orbital Corporation's common stock pursuant to share-based compensation awards under the 2021 Plan. Beginning on January 1, 2022, the number of authorized shares issuable under the 2021 Plan is subject to an annual increase on the first day of each calendar year during its term of the 2021 Plan, equal to the lesser of (i) 3 % of the aggregate number of shares of Terran Orbital Corporation’s common stock outstanding on the final day of the immediately preceding calendar year and (ii) such smaller number of shares of Terran Orbital Corporation’s common stock as determined by the Company’s board of directors. Further, under the 2021 Plan, the number of authorized shares issuable under the 2021 Plan may be adjusted in case of changes to capitalization or other corporate events. As of December 31, 2022 , there were approximately 12.5 million shares of Terran Orbital’s common stock underlying outstanding share-based compensation awards which were cancelled under the 2014 Plan and substituted for share-based compensation awards under the 2021 Plan or granted as market-based awards pursuant to the merger agreement governing the Tailwind Two Merger. The shares underlying such share-based compensation awards are incremental to, and do not count against, the authorized share pool of the 2021 Plan. Restricted Stock Units The Company’s restricted stock units (”RSUs”) are service-based awards that vest over a one - to four-year period from the date of grant and have a fair value based on the fair value of the Company’s common stock on the date of grant. Prior to the Tailwind Two Merger, the grant date fair value of RSUs was based on the fair value of Legacy Terran Orbital’s common stock using an option pricing model. As a result of the Tailwind Two Merger, these estimates are no longer necessary as there is a public market for the Company’s common stock. Refer to Note 7 "Fair Value of Financial Instruments" for further discussion regarding the valuation of Legacy Terran Orbital’s common stock. The weighted-average grant-date fair value of RSUs granted during 2022 and 2021 was $ 3.46 and $ 3.03 , respectively. Prior to the closing of the Tailwind Two Merger, all outstanding RSUs included a performance condition that required a liquidity event to occur in order to vest. Accordingly, the Company previously did not recognize share-based compensation expense associated with the RSUs, except as described below, as the performance condition was not probable of being met until such an event occurred. Upon closing of the Tailwind Two Merger, the Company recorded a cumulative catch-up of approximately $ 17.2 million in order to begin recognition of share-based compensation expense associated with these RSUs as the performance condition was met, of which $ 2.1 million was recorded to cost of sales and $ 15.1 million was recorded to selling, general, and administrative expenses in the consolidated statements of operations and comprehensive loss based on the classification of each employee's compensation expense. The following table summarizes activity related to RSUs during 2022: Number of RSUs Weighted- Unvested as of December 31, 2021 14,802,798 $ 3.02 Granted 12,222,158 3.46 Vested ( 5,640,155 ) 3.00 Forfeited ( 5,402,107 ) 3.23 Unvested as of December 31, 2022 15,982,694 $ 3.29 The fair value at the date of vest for RSUs that vested during 2022 was $ 57.3 million. There were no RSUs that vested during 2021. As of December 31, 2022, unrecognized compensation cost related to RSUs was $ 42.4 million, which is expected to be recognized over a weighted-average period of 1.7 years. Retention Restricted Stock Units The merger agreement governing the Tailwind Two Merger authorized the issuance of no more than 5,440,438 shares of Terran Orbital Corporation's common stock pursuant to market-based RSUs (”Retention RSUs”) that will generally vest on the later to occur of: (i) the first anniversary of the consummation of the Tailwind Two Merger and (ii) the trading price of the Company’s common stock equaling or exceeding $11.00 or $13.00, as applicable, for any 20 trading days within any consecutive 30-trading day period. The Retention RSUs expire five years from the Tailwind Two Merger if unvested. The derived service period for the majority of the Retention RSUs was estimated to be less than one year from the date of the Tailwind Two Merger based on the median weighted-average triggering event period determined using the Monte Carlo simulation model. As such, the share-based compensation expense associated with the Retention RSUs is generally recognized over a one-year period beginning from the consummation of the Tailwind Two Merger. In addition, the grant date fair value of the Retention RSUs was determined using the Monte Carlo simulation model using the following significant inputs and assumptions as of the valuation date: (i) the price per share of Terran Orbital Corporation’s common stock, (ii) a risk-free interest rate ranging from 1.61 % to 2.88 %, (iii) a dividend yield of 0 %, (iv) an estimated volatility of 40 %, and (v) a discount for lack of marketability ranging from 4.50 % to 6.50 % for Retention RSUs granted prior to the Tailwind Two Merger. There were no Retention RSUs granted during 2021. The following table summarizes activity related to Retention RSUs during 2022: Number of RSUs Weighted- Unvested as of December 31, 2021 — $ — Granted 5,718,858 7.98 Vested — — Forfeited ( 1,583,806 ) 8.20 Unvested as of December 31, 2022 4,135,052 $ 7.89 As of December 31, 2022, unrecognized compensation cost related to Retention RSUs was $ 7.9 million, which is expected to be recognized over a weighted-average period of 0.2 years. Stock Options Stock options are primarily service-based awards that vest over a two - or four-year period from the date of grant, have an exercise price based on the estimated fair value of the Company’s common stock on the date of grant, and have a contractual term of up to ten year s from the date of grant. There were no stock options granted during 2022 or 2021. The following table summarizes activity related to stock options during 2022: Number of Weighted- Aggregate Weighted- Outstanding as of December 31, 2021 2,122,834 $ 0.97 $ 12,797 5.39 Granted — — Exercised ( 339,279 ) 1.05 Forfeited ( 110,513 ) 1.26 Outstanding as of December 31, 2022 1,673,042 $ 0.94 $ 1,079 4.22 Exercisable as of December 31, 2022 1,506,665 $ 0.88 $ 1,050 3.88 The intrinsic value of stock options exercised during 2022 and 2021 was $ 1.5 million and $ 1.9 million, respectively. As of December 31, 2022 , unrecognized compensation cost related to stock options was $ 256 thousand, which is expected to be recognized over a weighted-average period of 1.6 years. PredaSAR Plan During 2020, the Company adopted the PredaSAR Plan and issued stock options to purchase shares of PredaSAR Corporation. Stock options granted under the PredaSAR Plan were primarily service-based awards that vested over a five-year period from the date of grant. The Company did no t grant options under the PredaSAR Plan during 2021. In connection with the PredaSAR Merger, the PredaSAR Plan was terminated and the stock options granted under this plan were modified by cancellation and replacement with RSUs granted under the 2014 Plan. The modification resulted in the issuance of 823 thousand RSUs with a weighted-average grant date fair value of $ 2.90 per unit that vest pursuant to a service condition over a four-year period and a performance condition that requires a liquidity event to occur within seven years. The incremental share-based compensation to be recognized over the service period of the RSUs as a result of the modification totaled approximately $ 445 thousand and was based on the incremental fair value of the RSUs granted compared to the fair value of the stock options immediately prior to cancellation. During 2021, the Company did no t recognize any incremental share-based compensation expense associated with the RSUs as the performance condition was not considered to be probable of being met until a liquidity event occurred. However, the Company continued to recognize share-based compensation expense related to the original grant date fair value of the cancelled stock options as the stock options were probable of vesting pursuant to their original terms. Upon closing of the Tailwind Two Merger, the Company recorded a cumulative catch-up and began recognition of share-based compensation expense associated with the incremental fair value of the modification as the performance condition was met. The fair value of the stock options immediately prior to cancellation was estimated using the Black-Scholes option pricing model using the following assumptions: Range Low High Expected term (in years) 5.50 6.01 Expected volatility 105 % 105 % Expected dividend yield 0 % 0 % Risk-free interest rate 0.95 % 0.95 % The expected term was calculated using the simplified method as the Company did not have sufficient historical exercise data to provide a reasonable basis to estimate future exercise patterns. The expected volatility was based upon the historical and implied volatility of common stock for the Company’s selected peers. The dividend yield was determined to be zero as the Company does not have a history or plan of declaring dividends on its common stock. The risk-free interest rate was based on U.S. treasury bonds with a zero-coupon rate. Following the PredaSAR Merger, share-based compensation expense and unrecognized compensation cost, inclusive of the incremental fair value due to modification, is included in information regarding RSUs.

Net Loss Per Share

Net Loss Per Share	12 Months Ended
	Dec. 31, 2022
Earnings Per Share [Abstract]
Net Loss Per Share	Note 10 Net Loss Per Share Basic net loss per share is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during the period. Diluted net loss per share gives effect to all securities having a dilutive effect on net loss, weighted-average shares of common stock outstanding, or both. The effect from potential dilutive securities included, but was not limited to: (i) incremental shares of common stock calculated using the if-converted method for the Convertible Notes due 2027 and Conversion Option Derivative, the PIPE Investment Obligation, and the Series A Preferred Stock; (ii) incremental shares of common stock calculated using the treasury stock method for warrants and share-based compensation awards; (iii) incremental shares and potential shares of common stock that were contingently issuable upon closing of the Tailwind Two Merger; and (iv) the corresponding impact to net loss associated with the preceding considerations. None of the potential dilutive securities meet the definition of a participating security. For purposes of the diluted net loss per share computation, all potentially dilutive securities, except as otherwise noted, were excluded because their (i) effect would be anti-dilutive, (ii) exercise price was “out-of-the-money,” or (iii) contingent issuance conditions were unsatisfied. However, the application of the if-converted method related to the Convertible Notes due 2027 and Conversion Option Derivative resulted in a dilutive impact to net loss per share as a result of the gain on change in fair value of the Conversion Option Derivative during 2022. Accordingly, the computation of diluted net loss per share includes the dilutive impact associated with the Convertible Notes due 2027 and the Conversion Option Derivative for 2022. The table below represents the anti-dilutive securities that could potentially be dilutive in the future for the periods presented: As of December 31, (in shares of common stock) 2022 2021 Series A Preferred Stock — 10,947,686 Stock options 1,673,042 2,122,834 Restricted stock units 20,117,746 14,802,798 Detachable Warrants — 26,029,603 Inducement Warrants — 475,291 FP Pre-Combination Warrants — 2,051,915 Pre-Combination Warrants — 683,999 FP Combination Warrants 8,291,704 — Combination Warrants 2,763,902 — Public Warrants 19,221,960 — Private Placement Warrants 78,000 — 2027 Warrants 17,253,279 — PIPE Investment Obligation 14,240,506 — The equity and warrants that were contingently issuable upon closing of the Tailwind Two Merger are excluded from the table above as of December 31, 2021 as the number of underlying shares of common stock to be issued was dependent on a capital structure that did not exist at that time. The computations of basic and diluted net loss per share for the periods presented were as follows: Years Ended December 31, (in thousands, except per share and share amounts) 2022 2021 Net loss - basic $ ( 163,980 ) $ ( 138,982 ) Effect of dilutive potential shares ( 23,771 ) - Net loss - diluted $ ( 187,751 ) $ ( 138,982 ) Weighted-average shares outstanding - basic 128,261,443 76,713,895 Dilutive potential shares 5,861,388 - Weighted-average shares outstanding - diluted 134,122,831 76,713,895 Net loss per share - basic $ ( 1.28 ) $ ( 1.81 ) Net loss per share - diluted $ ( 1.40 ) $ ( 1.81 )

Income Taxes

Income Taxes	12 Months Ended
	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Income Taxes	Note 11 Income Taxes The Company accounts for income taxes using the asset and liability method. Under the asset and liability method, deferred tax assets and liabilities are recognized for the temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. The effect on deferred tax assets and liabilities of a change in tax laws is recognized in the results of operations in the period the new laws are enacted. A valuation allowance is recorded to reduce the carrying amount of deferred tax assets to the estimated realization amount. The Company recognizes positions taken or expected to be taken in a tax return in the consolidated financial statements when it is more-likely-than-not (i.e., a likelihood of more than 50%) that the position would be sustained upon examination by tax authorities. A recognized tax position is then measured at the largest amount of benefit with greater than 50% likelihood of being realized upon ultimate settlement. The Company records liabilities for positions that have been taken but do not meet the more-likely-than-not recognition threshold. The Company includes interest and penalties associated with unrecognized tax benefits as income tax expense and as a component of the recorded balance of unrecognized tax benefits, which are reflected in other liabilities or net of related tax loss carryforwards in the consolidated balance sheets. The Company did no t have any unrecognized tax benefits as of December 31, 2022 and 2021. Significant components of loss before income taxes for the periods presented were as follows: Years Ended December 31, (in thousands) 2022 2021 United States $ ( 164,786 ) $ ( 140,563 ) Foreign 966 1,619 Loss before income taxes $ ( 163,820 ) $ ( 138,944 ) Significant components of provision for income taxes for the periods presented were as follows: Years Ended December 31, (in thousands) 2022 2021 Current: Federal $ — $ ( 5 ) State 13 2 Foreign 147 41 Current provision for income taxes 160 38 Deferred: Federal — — State — — Foreign — — Deferred provision for income taxes — — Provision for income taxes $ 160 $ 38 The reconciliation between the provision for income taxes and the amount computed at the statutory U.S. federal income tax rate for the periods presented was as follows: Years Ended December 31, (in thousands) 2022 2021 Income taxes computed at the U.S. federal statutory rate $ ( 34,402 ) $ ( 29,178 ) State and local income taxes, net of federal benefit ( 14,472 ) ( 2,960 ) Permanent differences ( 957 ) 18,417 Change in valuation allowance 44,256 14,548 Federal refunds — ( 5 ) Other, net 5,735 ( 784 ) Provision for income taxes $ 160 $ 38 The components of the Company's net deferred tax assets for the periods presented were as follows: December 31, (in thousands) 2022 2021 Deferred tax assets: Tax loss and credit carryforwards $ 47,783 $ 25,109 Disallowed interest 7,946 2,194 Share-based compensation 6,667 670 Impairment loss 6,678 — Research and development 2,331 — Operating leases 2,275 — Other 2,365 2,554 Total deferred tax assets 76,045 30,527 Valuation allowance ( 74,302 ) ( 30,046 ) Deferred tax assets, net of valuation allowance $ 1,743 $ 481 Deferred tax liabilities: Property, plant, and equipment $ ( 1,743 ) $ - Other — ( 481 ) Total deferred tax liabilities ( 1,743 ) ( 481 ) Net deferred tax assets $ — $ — The valuation allowance for deferred tax assets relates to the uncertainty of the utilization of U.S. federal, state and foreign deferred tax assets. In evaluating the Company’s ability to recover its deferred tax assets, the Company considers all available positive and negative evidence, which include its past operating results, the existence of cumulative losses in the most recent years, and its forecast of future taxable income. In estimating future taxable income, the Company develops assumptions related to the amount of future pre-tax operating income, the reversal of temporary differences, and the implementation of feasible and prudent tax planning strategies. These assumptions require significant judgment about the forecasts of future taxable income and are consistent with the plans and estimates the Company is using to manage its underlying businesses. The Company believes that it is more-likely-than-not that it will not generate sufficient future taxable income to realize its deferred tax assets. Accordingly, the Company has recorded a full valuation allowance as of December 31, 2022 and 2021. The change in the valuation allowance for deferred tax assets for the periods presented was as follows: Years Ended December 31, (in thousands) 2022 2021 Beginning balance $ ( 30,046 ) $ ( 15,498 ) Change in valuation allowance ( 44,256 ) ( 14,548 ) Ending balance $ ( 74,302 ) $ ( 30,046 ) As of December 31, 2022 and 2021, the Company had federal NOL carryforwards of $ 165 million and $ 91 million, respectively. The majority of the Company’s federal NOL carryforwards were generated beginning in 2018 and can be carried forward indefinitely and used to offset up to 80 % of future taxable income for future tax years. IRC Section 382 generally limits NOL and tax credit carryforwards following an ownership change, which occurs when one or more five percent shareholder increases its ownership, in aggregate, by more than 50 percentage points over the lowest percentage of stock owned by such shareholder at any time during the “testing period” (generally three years ). Accordingly, the Company’s ability to utilize remaining NOL and tax credit carryforwards may be significantly restricted as a result of the Tailwind Two Merger. As of December 31, 2022 and 2021, the Company had state NOL carryforwards of $ 178 million and $ 76 million, respectively. The state NOL carryforwards begin to expire in 2038 . As of December 31, 2022 and 2021, the Company’s foreign NOL carryforwards were not material. The foreign NOL carryforwards can be carried forward indefinitely and used to off set up to 80 % of future t axable income for future tax years. The Company files income tax returns for U.S. federal and various state jurisdictions and in Italy for its foreign subsidiary. The income tax returns are subject to audit by the taxing authorities. These audits may culminate in proposed assessments which may ultimately result in a change to the estimated income taxes. The following is a summary of open tax years by jurisdiction: Jurisdiction Years Open to Audit Federal 2019 - 2021 State 2018 - 2021 Italy 2017 - 2021

Commitment and Contingencies

Commitment and Contingencies	12 Months Ended
	Dec. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 12 Commitments and Contingencies Litigation and Other Legal Matters From time to time, the Company is subject to claims and lawsuits in the ordinary course of business, such as contractual disputes and employment matters. The Company is also subject to regulatory and governmental examinations, information requests and subpoenas, inquiries, investigations, and threatened legal actions and proceedings. The Company records accruals for losses that are probable and reasonably estimable. These accruals are based on a variety of factors such as judgment, probability of loss, and opinions of internal and external legal counsel. Legal costs in connection with claims and lawsuits in the ordinary course of business are expensed as incurred. Class Action In February 2023, a putative class action complaint, naming the Company, its Chief Executive Officer and Chief Financial Officer, and the members of our Board of Directors as defendants, was filed in the United States District Court for the Southern District of New York, Case No. 1:23-cv-01394. The litigation was instituted by Jeffrey Mullen on behalf of himself and all others similarly situated, all of whom are current or former employees of the Company. The class action complaint asserts claims for violations of Sections 11(A), 12(a)(2) of the Securities Exchange Act of 1933, negligence, and breach of fiduciary duties, resulting from the Company’s alleged failure to timely transfer shares of common stock to current and former employee shareholders after the consummation of the Tailwind Two Merger and alleges materially false and misleading statements made in the Company’s Form S-4 Registration Statement and Proxy Prospectus relating to the process for exchanging shares in connection with the Tailwind Two Merger. The complaint seeks an award of damages, an award of reasonable costs and expenses at trial, including counsel and expert fees, and an award of such other relief as deemed appropriate by the Court. The Company intends to defend this action vigorously. Customer Contractual Dispute In January 2019, the Company entered into a contract (and other related agreements) with a customer to provide mission support and launch support services. During 2021, a contractual dispute arose between the Company and the customer. In April 2022, the Company entered into a confidential settlement agreement with the customer and agreed to pay the customer $ 833 thousand. The settlement amount was satisfied on an installment payment basis and was fully paid in 2022. As of December 31, 2021, the Company had accrued $ 800 thousand for the settlement. Commercial Agreements In connection with the Tailwind Two Merger, the Company entered into commercial agreements to purchase an aggregate amount of $ 20 million of goods and services over three years from two affiliates of a PIPE investor, which became effective upon the closing of the Tailwind Two Merger. As of December 31, 2022, approximately $ 17.2 million of purchase obligations remained outstanding under these commercial agreements. In 2022, the Company entered into a purchase commitment of $ 22.4 million for the procurement of components related to a customer program. As of December 31, 2022, approximately $ 14.6 million of the commitment was outstanding.

Related Party Transactions

Related Party Transactions	12 Months Ended
	Dec. 31, 2022
Related Party Transactions [Abstract]
Related Party Transactions	Note 13 Related Party Transactions Lockheed Martin Lockheed Martin, directly and through its wholly-owned subsidiary Astrolink International, LLC (“Astrolink”), is a significant holder of debt and equity instruments in the Company. Refer to Note 5 “Debt” and Note 6 “Warrants and Derivatives” for further discussion regarding debt and equity transactions with Lockheed Martin. Strategic Cooperation Agreement On June 26, 2017, the Company entered into a strategic cooperation agreement with Lockheed Martin (the “Strategic Cooperation Agreement”) pursuant to which the parties agreed to (i) collaborate on the development, production and sale of satellites for use in U.S. Government spacecraft and spacecraft procurements and (ii) establish a cooperation framework to enable the parties to enter into projects, research and development agreements and other collaborative business arrangements and “teaming activities.” In connection with the issuance of the Senior Secured Notes due 2026, the Company and Lockheed Martin amended and restated the Strategic Cooperation Agreement to, among other things, extend the term to March 8, 2026. In connection with the Tailwind Two Merger, the Strategic Cooperation Agreement was further amended and restated to extend the term to October 28, 2030 and was subsequently extended for an additional twelve months to October 28, 2031 in March 2022 pursuant to the then existing contractual terms. On October 31, 2022, in connection with the Convertible Note and Warrant Purchase Agreement, the Company and Lockheed Martin terminated the Strategic Cooperation Agreement, as amended, and entered into a new Strategic Cooperation Agreement (the “2022 SCA”), pursuant to which the parties have agreed to continue to share business development opportunities and work collaboratively on small satellite and other aerospace and defense opportunities and ventures. Unless earlier terminated, the 2022 SCA has a term of 13 years and will terminate in 2035 . During the term of the 2022 SCA, Lockheed Martin will be entitled to appoint a director to the Company’s board of directors and to appoint a separate board observer. As part of the 2022 SCA, the Company has also agreed that it will not make any public announcement with respect to, or seek approval by the board of directors of, any sale transaction or Fundamental Change (as defined in the Convertible Note and Warrant Purchase Agreement) with respect to the Company, or any other extraordinary transaction involving the Company, with any other person regarding any of the foregoing, without giving prior notice to Lockheed Martin and to include Lockheed Martin in any such sale process, in each case, subject to the fiduciary duties of the board of directors and management of the Company. Revenue The Company recognized revenue from Lockheed Martin of $ 71.6 million and $ 20.6 million in 2022 and 2021, respectively. In addition, the Company had accounts receivable due from Lockheed Martin of $ 687 thousand and $ 530 thousand as of December 31, 2022 and 2021, respectively, and contract assets from contracts with Lockheed Martin of $ 4.1 million and $ 707 thousand as of December 31, 2022 and 2021, respectively. The Company had contract liabilities from contracts with Lockheed Martin of $ 22.5 million and $ 13.9 million as of December 31, 2022 and 2021, respectively. As of December 31, 2022 and 2021, programs associated with Lockheed Martin represented approximately 81 % and 56 % of the Company's remaining performance obligations, respectively. GeoOptics, Inc. The Company owns a non-controlling equity interest in GeoOptics, Inc. (“GeoOptics”), a privately held company engaged in the acquisition and sale of Earth observation data and a purchaser of products and services from the Company. Additionally, one of the Company’s executive officers serves as a member of the GeoOptics board of directors. As of December 31, 2022 and 2021, the Company’s $ 1.7 million investment in GeoOptics represented less than a 3 % ownership interest and was fully impaired. The Company recognized revenue from GeoOptics of $ 1.7 million and $ 1.6 million during 2022 and 2021, respectively. In addition, the Company had accounts receivable due from GeoOptics of $ 0 and $ 470 thousand as of December 31, 2022 and 2021, respectively, and contract assets from contracts with GeoOptics of $ 0 and $ 40 thousand as of as of December 31, 2022 and 2021, respectively. As of December 31, 2022 and 2021, programs associated with GeoOptics represented approximately 0 % and 9 % of the Company's remaining performance obligations, respectively. Transactions with Chairman and CEO The Company leases office space in a building beneficially owned by its Chairman and CEO with a lease term of April 1, 2021 to March 31, 2026 . The Company has a one-time right to extend the lease for a period of five additional years. The lease payments under this lease were approximately $ 234 thousand and $ 114 thousand in 2022 and 2021, respectively. During 2021, the Company's Chairman and CEO was paid $ 125 thousand for consulting services. There were no fees paid to the Company's Chairman and CEO for consulting services during 2022.

Geographic Information

Geographic Information	12 Months Ended
	Dec. 31, 2022
Segments, Geographical Areas [Abstract]
Geographic Information	Note 14 Geographic Information The following table presents revenue by geography and a reconciliation to consolidated revenue for the periods presented: Years Ended December 31, (in thousands) 2022 2021 United States $ 82,270 $ 32,960 Europe 11,967 7,946 Revenue $ 94,237 $ 40,906 Revenue is classified geographically based on the location of the operating entity that records the transaction. The following table presents property, plant and equipment, net by geography and a reconciliation to consolidated property, plant and equipment, net for the periods presented: Balance as of (in thousands) 2022 2021 United States $ 24,137 $ 34,840 Europe 606 690 Property, plant, and equipment, net $ 24,743 $ 35,530 Property, plant and equipment, net is classified geographically based on the location of the underlying assets.

Leases

Leases	12 Months Ended
	Dec. 31, 2022
Leases [Abstract]
Leases	Note 15 Leases As part of normal operations, the Company leases real estate and equipment from various counterparties with lease terms and maturities extending through 2032 . The Company applies the practical expedient to not separate the lease and non-lease components and accounts for the combined component as a lease. Additionally, the Company’s right-of-use assets and lease liabilities include leases with lease terms of 12 months or less. The Company’s right-of-use assets and lease liabilities primarily represent lease payments that are fixed at the commencement of a lease and variable lease payments that depend on an index or rate. Lease incentives that are probable and within the Company’s control are estimated and included in lease payments at the commencement of a lease. Lease payments are recognized as lease cost on a straight-line basis over the lease term, which is determined as the non-cancelable period, including periods in which termination options are reasonably certain of not being exercised and periods in which renewal options are reasonably certain of being exercised. The discount rate for a lease is determined using the Company’s incremental borrowing rate that coincides with the lease term at the commencement of a lease. The incremental borrowing rate is estimated based on the Company's recent financing transactions. Lease payments that are neither fixed nor dependent on an index or rate and vary because of changes in usage or other factors are included in variable lease costs. Variable lease costs are recorded in the period in which the obligation is incurred and primarily relate to utilities, maintenance, and repair costs. The Company’s leases do not contain material residual value guarantees or restrictive covenants. The Company is not a lessor in any leases and does not sublease. The following table presents the amounts reported in the Company’s consolidated balance sheets related to operating and finance leases as of the dates presented: (in thousands) Classification December 31, 2022 January 1, 2022 Right-of-use assets: Operating Other assets $ 12,736 $ 6,550 Finance Property, plant, and equipment, net 420 48 Total right-of-use assets $ 13,156 $ 6,598 Lease liabilities Operating Accrued expenses and other current liabilities $ 971 $ 166 Finance Current portion of long-term debt 90 14 Operating Other liabilities 19,426 7,962 Finance Long-term debt 321 39 Total lease liabilities $ 20,808 $ 8,181 The following is a summary of the Company’s lease cost for the presented period: Lease cost ( in thousands ) Year Ended December 31, 2022 Operating lease cost $ 6,463 Finance lease cost Amortization of right-of-use assets 49 Interest on lease liabilities 16 Variable lease costs 915 Total lease cost $ 7,443 The following is a summary of the cash flows and supplemental information associated with the Company’s leases for the period presented: Other information ( in thousands ) Year Ended December 31, 2022 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 391 Operating cash flows from finance leases 16 Financing cash flows from finance leases 44 Right-of-use assets obtained in exchange for lease liabilities: Operating leases 6,614 Finance leases 402 The following is a summary of the weighted-average lease term and discount rate for operating and finance leases as of the date presented: Lease term and discount rate December 31, 2022 Weighted-average remaining lease term (years) Operating leases 6.8 Finance leases 4.4 Weighted-average discount rate Operating leases 30.27 % Finance leases 6.61 % The following is a maturity analysis related to the Company’s operating and finance leases as of December 31, 2022: Maturity of lease liabilities ( in thousands ) Operating Leases Finance Leases 2023 $ 6,700 $ 112 2024 7,185 103 2025 7,162 101 2026 7,205 99 2027 7,222 54 Thereafter 15,775 - Total lease payments 51,249 469 Less interest 30,852 58 Total lease liabilities $ 20,397 $ 411 In February 2023, the Company executed an operating lease for manufacturing and assembly space with an original lease term of 124 months commencing no later than in February 2024 and with total future minimum lease payments of approximately $ 34.5 million. The following is a maturity analysis related to the Company’s operating and finance leases as of December 31, 2021, which is presented in accordance with ASC 840, Leases : (in thousands) Operating Leases Finance Leases 2022 $ 3,484 $ 21 2023 4,865 21 2024 4,970 11 2025 4,928 8 2026 4,896 7 Thereafter 5,167 - Total lease payments 28,310 68 Less interest on finance leases - 15 Total $ 28,310 $ 53

Organization and Summary of S_2

Organization and Summary of Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Business	Organization and Business Terran Orbital Corporation, formerly known as Tailwind Two Acquisition Corp. (“Tailwind Two”), together with its wholly-owned subsidiaries (the “Company”), is a leading manufacturer of satellite products primarily serving the United States (“U.S.”) aerospace and defense industry. The Company provides end-to-end satellite solutions by combining satellite design, production, launch planning, mission operations, and on-orbit support to meet the needs of its military, civil, and commercial customers. The Company has a foreign subsidiary based in Torino, Italy.
Tailwind Two Merger	Tailwind Two Merger Prior to March 25, 2022 , Tailwind Two was a publicly listed special purpose acquisition company incorporated as a Cayman Islands exempted company. On March 25, 2022, Tailwind Two acquired Terran Orbital Operating Corporation, formerly known as Terran Orbital Corporation (“Legacy Terran Orbital”) (the “Tailwind Two Merger”). In connection with the Tailwind Two Merger, Tailwind Two filed a notice of deregistration with the Cayman Islands Registrar of Companies and filed a certificate of incorporation and a certificate of corporate domestication with the Secretary of State of the State of Delaware, resulting in Tailwind Two becoming a Delaware corporation and changing its name from Tailwind Two to Terran Orbital Corporation. The Tailwind Two Merger resulted in Legacy Terran Orbital becoming a wholly-owned subsidiary of Terran Orbital Corporation. As a result of the Tailwind Two Merger, all of Legacy Terran Orbital's issued and outstanding common stock was converted into shares of Terran Orbital Corporation's common stock using an exchange ratio of 27.585 shares of Terran Orbital Corporation's common stock per each share of Legacy Terran Orbital's common stock. In addition, Legacy Terran Orbital's convertible preferred stock and certain warrants were exercised and converted into shares of Legacy Terran Orbital's common stock immediately prior to the Tailwind Two Merger, and in turn, were converted into shares of Terran Orbital Corporation's common stock as a result of the Tailwind Two Merger. Further, in connection with the Tailwind Two Merger, Legacy Terran Orbital's share-based compensation plan and related share-based compensation awards were cancelled and exchanged or converted, as applicable, with a new share-based compensation plan and related share-based compensation awards of Terran Orbital Corporation. While Legacy Terran Orbital became a wholly-owned subsidiary of Terran Orbital Corporation, Legacy Terran Orbital was deemed to be the acquirer in the Tailwind Two Merger for accounting purposes. Accordingly, the Tailwind Two Merger was accounted for as a reverse recapitalization, in which case the consolidated financial statements of the Company represent a continuation of Legacy Terran Orbital and the issuance of common stock in exchange for the net assets of Tailwind Two recognized at historical cost and no recognition of goodwill or other intangible assets. Operations prior to the Tailwind Two Merger are those of Legacy Terran Orbital and all share and per-share data included in these consolidated financial statements have been retrospectively adjusted to give effect to the Tailwind Two Merger. In addition, the number of shares subject to, and the exercise price of, the Company’s outstanding options and warrants were adjusted to reflect the Tailwind Two Merger. The treatment of the Tailwind Two Merger as a reverse recapitalization was based upon the pre-merger shareholders of Legacy Terran Orbital holding the majority of the voting interests of Terran Orbital Corporation, Legacy Terran Orbital's existing management team serving as the initial management team of Terran Orbital Corporation, Legacy Terran Orbital's appointment of the majority of the initial board of directors of Terran Orbital Corporation, and Legacy Terran Orbital's operations comprising the ongoing operations of the Company. In connection with the Tailwind Two Merger, approximately $ 29 million of cash and marketable securities held in trust, net of redemptions by Tailwind Two's public shareholders, became available for use by the Company as well as proceeds received from the contemporaneous sale of common stock in connection with the closing of a PIPE investment with a contractual amount of $ 51 million (the “PIPE Investment”). In addition, the Company received additional proceeds from the issuance of debt contemporaneously with the Tailwind Two Merger. The cash raised was used for general corporate purposes, the partial paydown of debt, the payment of transaction costs and the payment of other costs directly or indirectly attributable to the Tailwind Two Merger. Beginning on March 28, 2022, the Company's common stock and public warrants began trading on the New York Stock Exchange (the “NYSE”) under the symbols “LLAP” and “LLAP WS,” respectively. Further information regarding the Tailwind Two Merger is included in the respective notes that follow.
Basis of Presentation and Significant Accounting Policies	Basis of Presentation and Significant Accounting Policies The preparation of the consolidated financial statements in accordance with generally accepted accounting principles in the U.S. (“GAAP”) requires the Company to select accounting policies and make estimates that affect amounts reported in the consolidated financial statements and the accompanying notes. The Company’s estimates are based on the relevant information available at the end of each period. Actual results could differ materially from these estimates under different assumptions or market conditions. The consolidated financial statements have been prepared in U.S. dollars in accordance with GAAP and include the accounts of Terran Orbital Corporation and its subsidiaries. All intercompany transactions have been eliminated. Information on select accounting policies and methods not discussed below are included in the respective footnotes that follow.
Segment Change	Segment Change The Company evaluates and reports financial information based on the manner in which its Chief Executive Officer, who is the chief operating decision maker (the “CODM”), evaluates performance and allocates resources. Prior to the fourth quarter of 2022, the Company had two operating and reportable segments: Satellite Solutions and Earth Observation Solutions. The Satellite Solutions segment primarily consisted of the design and manufacture of satellites on behalf of its customers, while the Earth Observation Solutions segment was created to develop, build, launch, and operate a constellation of company-owned Earth observation satellites featuring synthetic aperture radar (“SAR”) capabilities to provide Earth observation data and mission solutions. The Earth Observation Solutions segment was in its developmental stage, had not completed any of the intended company-owned satellites, and did not generate any material revenue. In October 2022, the Company re-assessed its liquidity and capital resources and determined to focus its production capacity on fulfilling existing and future customer contracts. The Company determined the most financially efficient method of providing advanced satellite imagery is to offer its Earth observation satellites as a product that customers can order as opposed to building a company-owned and operated constellation. Accordingly, the manner in which the CODM evaluates performance and allocates resources changed. Beginning in the fourth quarter of 2022, the Company reports its results as a single operating and reportable segment on a consolidated basis. Where applicable, prior periods have been retrospectively adjusted to reflect the Company's current operating and reportable segment structure.
COVID-19 Pandemic	COVID-19 Pandemic The outbreak of a novel coronavirus as a pandemic (the “COVID-19 Pandemic”) has negatively impacted the global economy, disrupted global supply chains, and created significant volatility and disruption in the financial and capital markets. The COVID-19 Pandemic has contributed to a worldwide shortage of electronic components which has resulted in longer than historically experienced lead times for such electronic components. The reduced availability to receive electronic components used in the Company’s operations has negatively affected its timing and ability to deliver products and services to customers as well as increased its costs in recent periods. The Company considered the emergence and pervasive economic impact of the COVID-19 Pandemic in its assessment of its financial position, results of operations, cash flows, and certain accounting estimates as of and for the periods presented. Due to the evolving and uncertain nature of the COVID-19 Pandemic, it is possible that the effects of the COVID-19 Pandemic could materially impact the Company’s estimates and consolidated financial statements in future reporting periods.
Foreign Currency Translation and Transaction Gains and Losses	Foreign Currency Translation and Transaction Gains and Losses The Company’s reporting currency is the U.S. dollar. The financial statements of the Company’s foreign subsidiary are translated from its functional currency, which is the Euro, into U.S. dollars using the foreign exchange rates applicable to the dates of the financial statements. Assets and liabilities are translated using the end-of-period spot foreign exchange rate. Revenue, expenses and cash flows are translated at the average foreign exchange rate for each period. Equity accounts are translated at historical foreign exchange rates. The effects of these foreign currency translation adjustments are reported as a component of accumulated other comprehensive income (loss) (“AOCI”) in the consolidated balance sheets. For any transaction that is denominated in a currency different from the entity’s functional currency, a gain or loss is recognized in other (income) expense in the consolidated statements of operations and comprehensive loss based on the difference between the foreign exchange rate at the transaction date and the foreign exchange rate at the transaction settlement date or end-of-period rate, if unsettled.
Cash and Cash Equivalents	Cash and Cash Equivalents Cash and cash equivalents consist of cash on hand and highly liquid investments with original maturities of three months or less from the time of purchase.
Prepaid Expenses and Other Current Assets	Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following as of the dates presented: December 31, (in thousands) 2022 2021 Deferred debt commitment costs $ - $ 46,632 Deferred equity issuance costs - 6,085 Deferred cost of sales 2,482 2,950 Other current assets 7,228 1,972 Prepaid expenses and other current assets $ 9,710 $ 57,639 As of December 31, 2021 , deferred debt commitment costs related to warrants and other consideration transferred in association with a financing arrangement entered into in anticipation of the Tailwind Two Merger and were reclassified to discount on debt and deferred issuance costs upon the issuance of the associated debt in March 2022. Refer to Note 5 “Debt” and Note 6 “Warrants and Derivatives” for further discussion. Deferred equity issuance costs related to direct and incremental legal, accounting, and other transaction costs incurred in connection with the Tailwind Two Merger and were reclassified as a reduction to additional paid-in capital upon closing of the Tailwind Two Merger. Payments associated with deferred equity issuance costs are reflected in payment of issuance costs in the consolidated statements of cash flows.
Accrued Expenses and Other Current Liabilities	Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following as of the dates presented: December 31, (in thousands) 2022 2021 Current warrant and derivative liabilities (1) $ - $ 68,518 Payroll-related accruals 5,671 5,771 Current operating lease liabilities 971 - Accrued interest 2,107 - Other current liabilities 2,972 1,847 Accrued expenses and other current liabilities $ 11,721 $ 76,136 (1) Refer to Note 6 “Warrants and Derivatives” for further discussion.
Research and Development	Research and Development Research and development includes materials, labor, and overhead allocations attributable to the development of new products and solutions and significant improvements to existing products and solutions. Research and development costs are expensed as incurred and recognized in selling, general, and administrative expenses in the consolidated statements of operations and comprehensive loss. Research and development expense was $ 14.5 million and $ 1.9 million during 2022 and 2021, respectively.
Retirement Plans	Retirement Plans The Company maintains a qualified defined contribution plan for U.S. employees in the form of a 401(k) plan. Employee participants are permitted to make contributions on a before-tax or after-tax basis. The Company began making matching contributions to its 401(k) plan for U.S. employees during 2022. The Company’s contributions to the plan totaled approximately $ 1.3 million in 2022 and were recorded in selling, general, and administrative expenses. In addition, the Company maintains a defined contribution plan for international employees. The Company’s contributions to the plan were not material during 2022 and 2021.
Concentration of Credit Risks	Concentration of Credit Risks Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, accounts receivable, and contract assets. The majority of the Company’s cash and cash equivalents are held at major financial institutions. Certain account balances exceed the Federal Deposit Insurance Corporation insurance limits of $ 250,000 per account. As a result, there is a concentration of credit risk related to amounts in excess of the insurance limits. The Company regularly monitors the financial stability of these financial institutions and believes that there is no exposure to any significant credit risk in cash and cash equivalents. Concentrations of credit risk with respect to accounts receivable and contract assets are limited because a large portion of our balances are related to (i) reputable companies with significant financial resources or (ii) customer programs in which the U.S. Government is the ultimate customer. A small number of customers and contracts historically have represented a significant portion of the Company's consolidated revenue. Lockheed Martin Corporation (“Lockheed Martin”) represented approximately 76 % and 50 % of consolidated revenue during 2022 and 2021, respectively. There were no other individual customers who accounted for more than 10% of the Company’s revenue in 2022 or 2021. The table below presents individual customers who accounted for more than 10% of the Company’s combined accounts receivable, net of allowance for credit losses, and contract assets, net of allowance for credit losses, as of the dates presented: December 31, 2022 2021 Customer A 42 % 19 % Customer B 12 % 0 % Customer C 11 % 11 % Customer D 9 % 20 % Customer E 6 % 22 % Customer F 3 % 12 % Total 83 % 84 %
Recently Adopted Accounting Pronouncements	Recently Adopted Accounting Pronouncements Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instrument , and related amendments, introduces new guidance which makes substantive changes to the accounting for credit losses. This guidance introduces the current expected credit losses model (“CECL”) which applies to financial assets subject to credit losses and measured at amortized cost, as well as certain off-balance sheet credit exposures. The CECL model requires an entity to estimate credit losses expected over the life of an exposure, considering information about historical events, current conditions, and reasonable and supportable forecasts and is generally expected to result in earlier recognition of credit losses. The Company adopted this guidance on January 1, 2022 using the modified retrospective approach and recognized a cumulative effect adjustment to the opening balance of accumulated deficit with no restatement of comparative periods. The impact of adoption was no t material.
Lease Accounting	Lease Accounting ASU 2016-02 , Leases (Topic 842) , and related amendments, require lessees to recognize a right-of-use asset and a lease liability for substantially all leases and to disclose key information about leasing arrangements. The Company adopted the guidance on January 1, 2022 using the optional transition method, which allowed the Company to apply the guidance at the adoption date and recognize a cumulative effect adjustment to the opening balance of accumulated deficit in the period of adoption with no restatement of comparative periods. T he Company has also elected to apply the package of transitional practical expedients under which the Company did not reassess prior conclusions about lease identification, lease classification, and initial direct costs of existing leases as of the date of adoption. Additionally, the Company has elected the practical expedients to not separate non-lease components from lease components. The Company did not elect to apply the practical expedient related to short-term lease recognition exemption. Upon transition to the guidance as of the date of adoption, the Company recognized operating lease liabilities on the consolidated balance sheets with a corresponding amount of right-of-use assets, net of amounts reclassified from other assets and liabilities as specified by the guidance. The adoption did no t have a material effect on the consolidated statements of operations and comprehensive loss or cash flows. Refer to Note 15 “Leases” for further discussion. The net impact of the adoption to the consolidated balance sheet was as follows: (in thousands) 2021 Lease Standard Adoption Adjustment January 1, 2022 Assets Other assets $ 639 $ 6,550 $ 7,189 Liabilities Accrued expenses and other current liabilities 76,136 166 76,302 Other liabilities 2,028 6,384 8,412

Organization and Summary of S_3

Organization and Summary of Significant Accounting Policies (Tables)	12 Months Ended
	Dec. 31, 2022
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Schedule of Prepaid Expenses and Other Current Assets	Prepaid expenses and other current assets consisted of the following as of the dates presented: December 31, (in thousands) 2022 2021 Deferred debt commitment costs $ - $ 46,632 Deferred equity issuance costs - 6,085 Deferred cost of sales 2,482 2,950 Other current assets 7,228 1,972 Prepaid expenses and other current assets $ 9,710 $ 57,639 As of December 31, 2021 , deferred debt commitment costs related to warrants and other consideration transferred in association with a financing arrangement entered into in anticipation of the Tailwind Two Merger and were reclassified to discount on debt and deferred issuance costs upon the issuance of the associated debt in March 2022. Refer to Note 5 “Debt” and Note 6 “Warrants and Derivatives” for further discussion.
Accrued Expenses and Other Current Liabilities	Accrued expenses and other current liabilities consisted of the following as of the dates presented: December 31, (in thousands) 2022 2021 Current warrant and derivative liabilities (1) $ - $ 68,518 Payroll-related accruals 5,671 5,771 Current operating lease liabilities 971 - Accrued interest 2,107 - Other current liabilities 2,972 1,847 Accrued expenses and other current liabilities $ 11,721 $ 76,136 (1) Refer to Note 6 “Warrants and Derivatives” for further discussion.
Summary of Individual Customers	There were no other individual customers who accounted for more than 10% of the Company’s revenue in 2022 or 2021. The table below presents individual customers who accounted for more than 10% of the Company’s combined accounts receivable, net of allowance for credit losses, and contract assets, net of allowance for credit losses, as of the dates presented: December 31, 2022 2021 Customer A 42 % 19 % Customer B 12 % 0 % Customer C 11 % 11 % Customer D 9 % 20 % Customer E 6 % 22 % Customer F 3 % 12 % Total 83 % 84 %
ASU 2016-02 (Topic 842)
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Schedule of Net Impact of Adoption in Condensed Consolidated Balance Sheet	The net impact of the adoption to the consolidated balance sheet was as follows: (in thousands) 2021 Lease Standard Adoption Adjustment January 1, 2022 Assets Other assets $ 639 $ 6,550 $ 7,189 Liabilities Accrued expenses and other current liabilities 76,136 166 76,302 Other liabilities 2,028 6,384 8,412

Revenue and Receivables (Tables

Revenue and Receivables (Tables)	12 Months Ended
	Dec. 31, 2022
RevenueFromContractWithCustomerAndReceivables [Abstract]
Summary of Disaggregated of Revenue	The following tables present the Company’s disaggregated revenue by offering and customer type for the periods presented: Years Ended December 31, (in thousands) 2022 2021 Mission support $ 87,542 $ 37,109 Launch support 3,047 1,144 Operations 1,999 2,039 Studies, design and other 1,649 614 Revenue $ 94,237 $ 40,906 Years Ended December 31, (in thousands) 2022 2021 U.S. Government contracts Fixed price $ 59,716 $ 17,036 Cost-plus fee 8,667 4,912 68,383 21,948 Foreign government contracts Fixed price 4,500 4,623 Commercial contracts Fixed price, U.S. 12,742 9,005 Fixed price, International 8,435 5,210 Cost-plus fee 177 120 21,354 14,335 Revenue $ 94,237 $ 40,906
Summary of Contract Assets Net, Recognized in Condensed Consolidated Balance Sheets	The following is a summary of contract assets, net, recognized in the consolidated balance sheets as of the dates presented: (in thousands) December 31, 2022 January 1, 2022 (1) Contract assets, gross $ 6,840 $ 2,757 Allowance for credit losses ( 77 ) ( 82 ) Contract assets, net $ 6,763 $ 2,675 (1) Balances reflected are subsequent to the adoption of CECL on January 1, 2022.
Summary of Accounts Receivable, Allowance for Credit Loss	The following table presents changes in the allowance for credit losses for the periods presented: Years Ended December 31, (in thousands) 2022 2021 Beginning balance ( 945 ) $ ( 635 ) Adoption of CECL ( 39 ) - Provision for credit losses ( 538 ) ( 407 ) Write-offs 758 97 Ending balance ( 764 ) $ ( 945 )

Inventory (Tables)

Inventory (Tables)	12 Months Ended
	Dec. 31, 2022
Inventory Disclosure [Abstract]
Components of Inventory	The components of inventory as of the dates presented were as follows: December 31, (in thousands) 2022 2021 Raw materials $ 19,194 $ 4,782 Work-in-process 4,939 3,001 Total inventory $ 24,133 $ 7,783

Property, Plant, and Equipmen_2

Property, Plant, and Equipment, net (Tables)	12 Months Ended
	Dec. 31, 2022
Property, Plant and Equipment [Abstract]
Summary of Estimated Useful Lives of Assets	Depreciation expense is calculated using the sum-of-the-years’ digits or straight-line method over the estimated useful lives of the related assets as follows: Machinery and equipment 5 - 7 years Satellites 3 - 5 years Ground station equipment 5 - 7 years Office equipment and furniture 5 - 7 years Computer equipment and software 3 - 5 years Leasehold improvements Shorter of the estimated useful life or remaining lease term
Schedule of Property, Plant, and Equipment, net	The gross carrying amount, accumulated depreciation, and net carrying amount of property, plant, and equipment, net as of the dates presented were as follows: December 31, (in thousands) 2022 2021 Machinery and equipment $ 13,066 $ 7,607 Satellites 2,209 2,209 Ground station equipment 1,944 1,944 Office equipment and furniture 2,881 2,239 Computer equipment and software 317 142 Leasehold improvements 9,734 8,533 Construction-in-process 9,467 23,647 Property, plant, and equipment, gross 39,618 46,321 Accumulated depreciation ( 14,875 ) ( 10,791 ) Property, plant, and equipment, net $ 24,743 $ 35,530

Debt (Tables)

Debt (Tables)	12 Months Ended
	Dec. 31, 2022
Debt Disclosure [Abstract]
Schedule of Long-term Debt	Long-term debt as of the presented periods was comprised of the following (including accrued interest paid-in-kind): (in thousands) December 31, Description Issued Maturity Interest Rate Interest Payable 2022 2021 Francisco Partners Facility November 2021 April 2026 9.25 % Quarterly $ 120,023 $ 30,289 Senior Secured Notes due 2026 (1) March 2021 April 2026 9.25 % and 11.25 % Quarterly 56,741 94,686 Convertible Notes due 2027 October 2022 October 2027 10.00 % Quarterly 101,699 - PIPE Investment Obligation March 2022 December 2025 N/A N/A 22,500 - Equipment financings (2) 859 - Finance leases 411 53 Unamortized deferred issuance costs ( 3,073 ) ( 761 ) Unamortized discount on debt ( 148,801 ) ( 9,119 ) Total debt 150,359 115,148 Current portion of long-term debt 7,739 14 Long-term debt $ 142,620 $ 115,134 (1) - Includes the Lockheed Martin Rollover Debt and Beach Point Rollover Debt, each as defined below. (2) - Consists of equipment financing debt agreements with maturities through July 2028 , annual interest rates ranging from 6.25 % to 6.50 %, and requiring monthly payments of interest and principal. N/A - Not meaningful
Summary of Aggregate Annual Maturities of Debt	As of December 31, 2022, the aggregate annual maturities of debt, excluding finance leases, were as follows: (in thousands) 2023 $ 7,649 2024 7,658 2025 7,669 2026 176,944 2027 101,839 Thereafter 63 Total debt maturities 301,822 Less: Unamortized deferred issuance costs ( 3,073 ) Less: Unamortized discount on debt ( 148,801 ) Plus: Finance leases 411 Total debt 150,359 Less: Current maturities of long-term debt 7,739 Long-term debt $ 142,620

Warrants and Derivatives (Table

Warrants and Derivatives (Tables)	12 Months Ended
	Dec. 31, 2022
Disclosure of Warrants and Derivatives [Abstract]
Schedule of Fair Value of Liability Classified Warrants And Derivatives Recorded In Warrant Liabilities	The fair values of liability-classified warrants and derivatives recorded in warrant and derivative liabilities on the consolidated balance sheets as of the presented dates were as follows: December 31, (in thousands, except share and per share amounts) Number of Issuable Shares as of Issuance Maturity Exercise/Conversion Price 2022 2021 Inducement Warrants - March 2021 March 2041 $ 0.01 $ - $ 5,631 Public Warrants 19,221,960 March 2021 March 2027 $ 11.50 1,922 - Private Placement Warrants 78,000 March 2021 March 2027 $ 11.50 8 - FP Combination Warrants 8,291,704 March 2022 March 2027 $ 10.00 18,573 - 2027 Warrants 17,253,279 October 2022 October 2027 $ 2.898 13,707 - Conversion Option Derivative 35,092,695 October 2022 October 2027 $ 2.898 5,740 - Warrant and derivative liabilities 79,937,638 $ 39,950 $ 5,631
Fair Values of Liability Classified Warrants and Derivatives Recorded in Accrued Expenses and Other Current Liabilities	The fair values of liability-classified warrants and derivatives recorded in accrued expenses and other current liabilities on the consolidated balance sheets as of the presented dates were as follows : December 31, (in thousands) 2022 2021 FP Pre-Combination Warrants $ - $ 2,546 Pre-Combination Warrants - 849 FP Combination Warrants - 27,682 Combination Warrants - 7,602 FP Combination Equity - 24,110 Combination Equity - 5,729 Current warrant and derivative liabilities $ - $ 68,518
Schedule of Liability-Classified Warrants and Derivatives	The changes in fair value of liability-classified warrants and derivatives during the periods presented were as follows: (in thousands) Current Warrant Warrant and Derivative Total Balance as of December 31, 2020 $ - $ - $ - Initial recognition as discount on debt 14,240 2,519 $ 16,759 Initial recognition as deferred debt commitment costs 42,247 - 42,247 Initial recognition as loss on extinguishment of debt 15,002 1,857 16,859 Change in fair value of warrant and derivative liabilities ( 2,971 ) 1,255 ( 1,716 ) Balance as of December 31, 2021 $ 68,518 $ 5,631 $ 74,149 Initial recognition from Tailwind Two Merger - 13,124 13,124 Initial recognition as discount on debt - 59,487 59,487 Change in fair value of warrant and derivative liabilities 13,342 ( 56,642 ) ( 43,300 ) Reclassification of current warrant and derivative liabilities to warrant and derivative liabilities ( 25,966 ) 25,966 - Reclassification of liability-classified warrants and derivatives to equity-classified ( 11,007 ) - ( 11,007 ) Net settlement of liability-classified warrants into common stock - ( 7,616 ) ( 7,616 ) Issuance of contingently issuable shares ( 44,887 ) - ( 44,887 ) Balance as of December 31, 2022 $ - $ 39,950 $ 39,950

Fair Value of Financial Instr_2

Fair Value of Financial Instruments (Tables)	12 Months Ended
	Dec. 31, 2022
Fair Value Disclosures [Abstract]
Summary of Net Carrying Amount and Estimated Fair Value of Long-Term Debt Instruments	The following table presents the total net carrying amount and estimated fair value of the Company’s long-term debt instruments, excluding finance leases, as of the dates presented: December 31, 2022 December 31, 2021 (in thousands) Carrying Amount Fair Value Carrying Amount Fair Value $ 139,629 $ 240,574 $ 115,095 $ 124,221 PIPE Investment Obligation 10,319 17,236 - -

Share-Based Compensation (Table

Share-Based Compensation (Tables)	12 Months Ended
	Dec. 31, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Summary of Share-based Compensation	Share-based compensation, inclusive of amounts capitalized, for the periods presented was as follows: Years Ended December 31, (in thousands) 2022 2021 Restricted stock units $ 26,046 $ 225 Retention restricted stock units 24,763 — Stock options 273 416 PredaSAR options — 37 Share-based compensation $ 51,082 $ 678
Summary of Activity Related to RSUs	The following table summarizes activity related to RSUs during 2022: Number of RSUs Weighted- Unvested as of December 31, 2021 14,802,798 $ 3.02 Granted 12,222,158 3.46 Vested ( 5,640,155 ) 3.00 Forfeited ( 5,402,107 ) 3.23 Unvested as of December 31, 2022 15,982,694 $ 3.29
Summary of Activity Related to Stock Options	The following table summarizes activity related to stock options during 2022: Number of Weighted- Aggregate Weighted- Outstanding as of December 31, 2021 2,122,834 $ 0.97 $ 12,797 5.39 Granted — — Exercised ( 339,279 ) 1.05 Forfeited ( 110,513 ) 1.26 Outstanding as of December 31, 2022 1,673,042 $ 0.94 $ 1,079 4.22 Exercisable as of December 31, 2022 1,506,665 $ 0.88 $ 1,050 3.88
Summary of Fair Value of Stock Options	The fair value of the stock options immediately prior to cancellation was estimated using the Black-Scholes option pricing model using the following assumptions: Range Low High Expected term (in years) 5.50 6.01 Expected volatility 105 % 105 % Expected dividend yield 0 % 0 % Risk-free interest rate 0.95 % 0.95 %
Retention Restricted Stock Units
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Summary of Activity Related to RSUs	The following table summarizes activity related to Retention RSUs during 2022: Number of RSUs Weighted- Unvested as of December 31, 2021 — $ — Granted 5,718,858 7.98 Vested — — Forfeited ( 1,583,806 ) 8.20 Unvested as of December 31, 2022 4,135,052 $ 7.89

Net Loss Per Share (Tables)

Net Loss Per Share (Tables)	12 Months Ended
	Dec. 31, 2022
Earnings Per Share [Abstract]
Schedule of Anti-Dilutive Securities that Could Potentially be Dilutive in Future	The table below represents the anti-dilutive securities that could potentially be dilutive in the future for the periods presented: As of December 31, (in shares of common stock) 2022 2021 Series A Preferred Stock — 10,947,686 Stock options 1,673,042 2,122,834 Restricted stock units 20,117,746 14,802,798 Detachable Warrants — 26,029,603 Inducement Warrants — 475,291 FP Pre-Combination Warrants — 2,051,915 Pre-Combination Warrants — 683,999 FP Combination Warrants 8,291,704 — Combination Warrants 2,763,902 — Public Warrants 19,221,960 — Private Placement Warrants 78,000 — 2027 Warrants 17,253,279 — PIPE Investment Obligation 14,240,506 —
Schedule of Computations of Basic and Diluted Net Loss Per Share	The computations of basic and diluted net loss per share for the periods presented were as follows: Years Ended December 31, (in thousands, except per share and share amounts) 2022 2021 Net loss - basic $ ( 163,980 ) $ ( 138,982 ) Effect of dilutive potential shares ( 23,771 ) - Net loss - diluted $ ( 187,751 ) $ ( 138,982 ) Weighted-average shares outstanding - basic 128,261,443 76,713,895 Dilutive potential shares 5,861,388 - Weighted-average shares outstanding - diluted 134,122,831 76,713,895 Net loss per share - basic $ ( 1.28 ) $ ( 1.81 ) Net loss per share - diluted $ ( 1.40 ) $ ( 1.81 )

Income Taxes (Tables)

Income Taxes (Tables)	12 Months Ended
	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Components of Loss Before Income Taxes	Significant components of loss before income taxes for the periods presented were as follows: Years Ended December 31, (in thousands) 2022 2021 United States $ ( 164,786 ) $ ( 140,563 ) Foreign 966 1,619 Loss before income taxes $ ( 163,820 ) $ ( 138,944 )
Components of Provision for Income Taxes	Significant components of provision for income taxes for the periods presented were as follows: Years Ended December 31, (in thousands) 2022 2021 Current: Federal $ — $ ( 5 ) State 13 2 Foreign 147 41 Current provision for income taxes 160 38 Deferred: Federal — — State — — Foreign — — Deferred provision for income taxes — — Provision for income taxes $ 160 $ 38
Reconciliation Between the Provision for Income Taxes and the Amount Computed at the Statutory U.S. Federal income Tax Rate	The reconciliation between the provision for income taxes and the amount computed at the statutory U.S. federal income tax rate for the periods presented was as follows: Years Ended December 31, (in thousands) 2022 2021 Income taxes computed at the U.S. federal statutory rate $ ( 34,402 ) $ ( 29,178 ) State and local income taxes, net of federal benefit ( 14,472 ) ( 2,960 ) Permanent differences ( 957 ) 18,417 Change in valuation allowance 44,256 14,548 Federal refunds — ( 5 ) Other, net 5,735 ( 784 ) Provision for income taxes $ 160 $ 38
Components of Company's Net Deferred Tax Assets	The components of the Company's net deferred tax assets for the periods presented were as follows: December 31, (in thousands) 2022 2021 Deferred tax assets: Tax loss and credit carryforwards $ 47,783 $ 25,109 Disallowed interest 7,946 2,194 Share-based compensation 6,667 670 Impairment loss 6,678 — Research and development 2,331 — Operating leases 2,275 — Other 2,365 2,554 Total deferred tax assets 76,045 30,527 Valuation allowance ( 74,302 ) ( 30,046 ) Deferred tax assets, net of valuation allowance $ 1,743 $ 481 Deferred tax liabilities: Property, plant, and equipment $ ( 1,743 ) $ - Other — ( 481 ) Total deferred tax liabilities ( 1,743 ) ( 481 ) Net deferred tax assets $ — $ —
Change in Valuation Allowance for Deferred Tax Assets	The change in the valuation allowance for deferred tax assets for the periods presented was as follows: Years Ended December 31, (in thousands) 2022 2021 Beginning balance $ ( 30,046 ) $ ( 15,498 ) Change in valuation allowance ( 44,256 ) ( 14,548 ) Ending balance $ ( 74,302 ) $ ( 30,046 )
Summary of Open Tax Years by Jurisdiction	The Company files income tax returns for U.S. federal and various state jurisdictions and in Italy for its foreign subsidiary. The income tax returns are subject to audit by the taxing authorities. These audits may culminate in proposed assessments which may ultimately result in a change to the estimated income taxes. The following is a summary of open tax years by jurisdiction: Jurisdiction Years Open to Audit Federal 2019 - 2021 State 2018 - 2021 Italy 2017 - 2021

Segment Information (Tables)

Segment Information (Tables)	12 Months Ended
	Dec. 31, 2022
Segment Reporting [Abstract]
Summary of Geography and Reconciliation of Revenue and Property, Plant, and Equipment	The following table presents revenue by geography and a reconciliation to consolidated revenue for the periods presented: Years Ended December 31, (in thousands) 2022 2021 United States $ 82,270 $ 32,960 Europe 11,967 7,946 Revenue $ 94,237 $ 40,906 Revenue is classified geographically based on the location of the operating entity that records the transaction. The following table presents property, plant and equipment, net by geography and a reconciliation to consolidated property, plant and equipment, net for the periods presented: Balance as of (in thousands) 2022 2021 United States $ 24,137 $ 34,840 Europe 606 690 Property, plant, and equipment, net $ 24,743 $ 35,530 Property, plant and equipment, net is classified geographically based on the location of the underlying assets.

Geographic Information (Tables)

Geographic Information (Tables)	12 Months Ended
	Dec. 31, 2022
Segments, Geographical Areas [Abstract]
Summary of Geography and Reconciliation of Revenue and Property, Plant, and Equipment	The following table presents revenue by geography and a reconciliation to consolidated revenue for the periods presented: Years Ended December 31, (in thousands) 2022 2021 United States $ 82,270 $ 32,960 Europe 11,967 7,946 Revenue $ 94,237 $ 40,906 Revenue is classified geographically based on the location of the operating entity that records the transaction. The following table presents property, plant and equipment, net by geography and a reconciliation to consolidated property, plant and equipment, net for the periods presented: Balance as of (in thousands) 2022 2021 United States $ 24,137 $ 34,840 Europe 606 690 Property, plant, and equipment, net $ 24,743 $ 35,530 Property, plant and equipment, net is classified geographically based on the location of the underlying assets.

Leases (Tables)

Leases (Tables)	12 Months Ended
	Dec. 31, 2022
Leases [Abstract]
Schedule of Condensed Consolidated Balance Sheets Related to Operating and Finance Leases	The following table presents the amounts reported in the Company’s consolidated balance sheets related to operating and finance leases as of the dates presented: (in thousands) Classification December 31, 2022 January 1, 2022 Right-of-use assets: Operating Other assets $ 12,736 $ 6,550 Finance Property, plant, and equipment, net 420 48 Total right-of-use assets $ 13,156 $ 6,598 Lease liabilities Operating Accrued expenses and other current liabilities $ 971 $ 166 Finance Current portion of long-term debt 90 14 Operating Other liabilities 19,426 7,962 Finance Long-term debt 321 39 Total lease liabilities $ 20,808 $ 8,181
Schedule of Lease Cost	The following is a summary of the Company’s lease cost for the presented period: Lease cost ( in thousands ) Year Ended December 31, 2022 Operating lease cost $ 6,463 Finance lease cost Amortization of right-of-use assets 49 Interest on lease liabilities 16 Variable lease costs 915 Total lease cost $ 7,443
Schedule of Cash Flows and Supplemental Information	The following is a summary of the cash flows and supplemental information associated with the Company’s leases for the period presented: Other information ( in thousands ) Year Ended December 31, 2022 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 391 Operating cash flows from finance leases 16 Financing cash flows from finance leases 44 Right-of-use assets obtained in exchange for lease liabilities: Operating leases 6,614 Finance leases 402
Schedule of Weighted-average Lease Term and Discount Rate for Operating and Finance Leases	The following is a summary of the weighted-average lease term and discount rate for operating and finance leases as of the date presented: Lease term and discount rate December 31, 2022 Weighted-average remaining lease term (years) Operating leases 6.8 Finance leases 4.4 Weighted-average discount rate Operating leases 30.27 % Finance leases 6.61 %
Schedule of Maturity Analysis Related to Operating and Finance Leases	The following is a maturity analysis related to the Company’s operating and finance leases as of December 31, 2022: Maturity of lease liabilities ( in thousands ) Operating Leases Finance Leases 2023 $ 6,700 $ 112 2024 7,185 103 2025 7,162 101 2026 7,205 99 2027 7,222 54 Thereafter 15,775 - Total lease payments 51,249 469 Less interest 30,852 58 Total lease liabilities $ 20,397 $ 411 In February 2023, the Company executed an operating lease for manufacturing and assembly space with an original lease term of 124 months commencing no later than in February 2024 and with total future minimum lease payments of approximately $ 34.5 million. The following is a maturity analysis related to the Company’s operating and finance leases as of December 31, 2021, which is presented in accordance with ASC 840, Leases : (in thousands) Operating Leases Finance Leases 2022 $ 3,484 $ 21 2023 4,865 21 2024 4,970 11 2025 4,928 8 2026 4,896 7 Thereafter 5,167 - Total lease payments 28,310 68 Less interest on finance leases - 15 Total $ 28,310 $ 53

Organization and Summary of S_4

Organization and Summary of Significant Accounting Policies - Additional Information (Detail) $ in Thousands		12 Months Ended
	Mar. 25, 2022 USD ($)	Dec. 31, 2022 USD ($) Segment	Dec. 31, 2021 USD ($)
Schedule of Organization and Summary of Significant Accounting Policies [Line Items]
Number of operating segments | Segment		2
Number of reportable segments | Segment		2
Proceeds from issuance of common stock		$ 14,791
Research and development expense		14,500	$ 1,900
Cash, FDIC insured amount		250,000
Selling, General and Administrative Expenses
Schedule of Organization and Summary of Significant Accounting Policies [Line Items]
Employer Contribution		$ 1,300
Sales Revenue
Schedule of Organization and Summary of Significant Accounting Policies [Line Items]
Number of customers accounted more than 10% of revenue		0	0
ASU 2016-02
Schedule of Organization and Summary of Significant Accounting Policies [Line Items]
Change in accounting principle, accounting standards update, adopted		true
Change in accounting principle, accounting standards update, adoption date		Jan. 01, 2022
Change in accounting principle, accounting standards update, adoption not material		true
ASU 2016-13
Schedule of Organization and Summary of Significant Accounting Policies [Line Items]
Change in accounting principle, accounting standards update, adopted		true
Change in accounting principle, accounting standards update, adoption date		Jan. 01, 2022
Change in accounting principle, accounting standards update, adoption not material		true
Tailwind Two Merger
Schedule of Organization and Summary of Significant Accounting Policies [Line Items]
Business Acquisition date	Mar. 25, 2022
Cash and marketable securities held in trust	$ 29,000
Intangible assets acquired	$ 0
Tailwind Two Merger | Common Stock
Schedule of Organization and Summary of Significant Accounting Policies [Line Items]
Exchange ratio	0.27585
Tailwind Two Merger | PIPE investment
Schedule of Organization and Summary of Significant Accounting Policies [Line Items]
Proceeds from issuance of common stock	$ 51,000
Lockheed Martin | Customer Concentration Risk | Sales Revenue
Schedule of Organization and Summary of Significant Accounting Policies [Line Items]
Concentration Risk Percentage		76%	50%

Organization and Summary of S_5

Organization and Summary of Significant Accounting Policies - Schedule of Prepaid Expenses and Other Current Assets (Detail) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Deferred debt commitment costs	$ 0	$ 46,632
Deferred equity issuance costs	0	6,085
Deferred cost of sales	2,482	2,950
Other current assets	7,228	1,972
Prepaid expenses and other current assets	$ 9,710	$ 57,639

Organization and Summary of S_6

Organization and Summary of Significant Accounting Policies - Schedule of Accrued Expenses and Other Current Liabilities (Detail) - USD ($) $ in Thousands		Dec. 31, 2022	Jan. 01, 2022	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Current warrant and derivative liabilities	[1]			$ 68,518
Derivative Liability, Current, Statement of Financial Position [Extensible Enumeration]				Other Accrued Liabilities, Current
Payroll-related accruals		$ 5,671		$ 5,771
Current operating lease liabilities		971	$ 166
Accrued interest		2,107
Other current liabilities		2,972		1,847
Accrued expenses and other current liabilities		$ 11,721	$ 76,302	$ 76,136
[1] Refer to Note 6 “Warrants and Derivatives” for further discussion.

Organization and Summary of S_7

Organization and Summary of Significant Accounting Policies - Schedule of Individual Customers Accounted for Accounts Receivable and Contract Assets, Net of Allowance for Credit Losses (Detail) - Accounts Receivable and Contract Assets, Net of Allowance for Credit Losses - Customer Concentration Risk	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Customer A
Schedule of Organization and Summary of Significant Accounting Policies [Line Items]
Concentration Risk Percentage	42%	19%
Customer B
Schedule of Organization and Summary of Significant Accounting Policies [Line Items]
Concentration Risk Percentage	12%	0%
Customer C
Schedule of Organization and Summary of Significant Accounting Policies [Line Items]
Concentration Risk Percentage	11%	11%
Customer D
Schedule of Organization and Summary of Significant Accounting Policies [Line Items]
Concentration Risk Percentage	9%	20%
Customer E
Schedule of Organization and Summary of Significant Accounting Policies [Line Items]
Concentration Risk Percentage	6%	22%
Customer F
Schedule of Organization and Summary of Significant Accounting Policies [Line Items]
Concentration Risk Percentage	3%	12%
Customer
Schedule of Organization and Summary of Significant Accounting Policies [Line Items]
Concentration Risk Percentage	83%	84%

Organization and Summary of S_8

Organization and Summary of Significant Accounting Policies - Schedule of Net Impact of Adoption in Condensed Consolidated Balance Sheet (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Jan. 01, 2022	Dec. 31, 2021
Schedule Of Organization And Summary Of Significant Accounting Policies [Line Items]
Other assets	$ 18,990	$ 7,189	$ 639
Accrued expenses and other current liabilities	11,721	76,302	76,136
Other liabilities	$ 20,769	8,412	$ 2,028
ASU 2016-02 | Adjustment
Schedule Of Organization And Summary Of Significant Accounting Policies [Line Items]
Other assets		6,550
Accrued expenses and other current liabilities		166
Other liabilities		$ 6,384

Revenue and Receivables - Disag

Revenue and Receivables - Disaggregated Revenue by Offering and Customer Type (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Disaggregation Of Revenue [Line Items]
Revenue	$ 94,237	$ 40,906
United States
Disaggregation Of Revenue [Line Items]
Revenue	82,270	32,960
U.S Government Contracts
Disaggregation Of Revenue [Line Items]
Revenue	68,383	21,948
U.S Government Contracts | Fixed Price
Disaggregation Of Revenue [Line Items]
Revenue	59,716	17,036
U.S Government Contracts | Cost-plus Fee
Disaggregation Of Revenue [Line Items]
Revenue	8,667	4,912
Foreign Government Contracts | Fixed Price
Disaggregation Of Revenue [Line Items]
Revenue	4,500	4,623
Commercial Contracts
Disaggregation Of Revenue [Line Items]
Revenue	21,354	14,335
Commercial Contracts | Fixed Price | United States
Disaggregation Of Revenue [Line Items]
Revenue	12,742	9,005
Commercial Contracts | Fixed Price | International
Disaggregation Of Revenue [Line Items]
Revenue	8,435	5,210
Commercial Contracts | Cost-plus Fee
Disaggregation Of Revenue [Line Items]
Revenue	177	120
Mission Support
Disaggregation Of Revenue [Line Items]
Revenue	87,542	37,109
Launch Support
Disaggregation Of Revenue [Line Items]
Revenue	3,047	1,144
Operations
Disaggregation Of Revenue [Line Items]
Revenue	1,999	2,039
Studies Design And Other
Disaggregation Of Revenue [Line Items]
Revenue	$ 1,649	$ 614

Revenue and Receivables - Addit

Revenue and Receivables - Additional Information (Details)	1 Months Ended	12 Months Ended
	Feb. 28, 2023 USD ($) Satellite	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)
RevenueFromContractWithCustomerAndReceivablesLineItems [Line Items]
Revenue, Remaining performance obligation, Amount		$ 170,800,000
Backlog terminated by customer		20,000,000
Recognized revenue		17,000,000	$ 17,200,000
Impairments on contract with customer assets		0	0
Accounts receivable net, Current		4,754,000	3,723,000
Increase (decrease) in reserve for anticipated losses on contracts		1,975,000	(1,322,000)
Increase (decrease) in cost of sales related to reserve for anticipated losses on contracts		2,000,000	1,300,000
U.S. Government | Government customers | Government Contract
RevenueFromContractWithCustomerAndReceivablesLineItems [Line Items]
Accounts receivable net, Current		1,100,000	2,100,000
Contract asset		$ 5,300,000	$ 1,100,000
Rivada Space Networks | Subsequent Event
RevenueFromContractWithCustomerAndReceivablesLineItems [Line Items]
Number of Satellites | Satellite	300
Purchase Price	$ 2,400,000,000
Number of Satellites Purchased | Satellite	300

Revenue and Receivables - Add_2

Revenue and Receivables - Additional Information (Details 1)	Dec. 31, 2022
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, remaining performance obligation, expected timing of satisfaction, period	1 year

Revenue and Receivables - Summa

Revenue and Receivables - Summary of Contract Assets Net, Recognized in Condensed Consolidated Balance Sheets (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Jan. 01, 2022	[1]	Dec. 31, 2021
RevenueFromContractWithCustomerAndReceivables [Abstract]
Contract assets, gross	$ 6,840	$ 2,757
Allowance for credit losses	(77)	(82)
Contract asset, net	$ 6,763	$ 2,675		$ 2,757
[1] Balances reflected are subsequent to the adoption of CECL on January 1, 2022.

Revenue and Receivables - Chang

Revenue and Receivables - Changes in Allowance for Credit Losses (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Allowance for Credit Loss [Abstract]
Beginning balance	$ (945)	$ (635)
Adoption of CECL	(39)
Provision for credit losses	(538)	(407)
Write-offs	758	97
Ending Balance	$ (764)	$ (945)

Inventory - Components of Inven

Inventory - Components of Inventory (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Inventory Disclosure [Abstract]
Raw materials	$ 19,194	$ 4,782
Work-in-process	4,939	3,001
Total inventory	$ 24,133	$ 7,783

Property, Plant, and Equipmen_3

Property, Plant, and Equipment, net - Summary of Estimated Useful Lives of Assets (Details)	12 Months Ended
	Dec. 31, 2022
Machinery and Equipment | Minimum
Property Plant And Equipment [Line Items]
Property, Plant and Equipment, Useful Life	5 years
Machinery and Equipment | Maximum
Property Plant And Equipment [Line Items]
Property, Plant and Equipment, Useful Life	7 years
Satellites | Minimum
Property Plant And Equipment [Line Items]
Property, Plant and Equipment, Useful Life	3 years
Satellites | Maximum
Property Plant And Equipment [Line Items]
Property, Plant and Equipment, Useful Life	5 years
Ground Station Equipment | Minimum
Property Plant And Equipment [Line Items]
Property, Plant and Equipment, Useful Life	5 years
Ground Station Equipment | Maximum
Property Plant And Equipment [Line Items]
Property, Plant and Equipment, Useful Life	7 years
Office Equipment and Furniture | Minimum
Property Plant And Equipment [Line Items]
Property, Plant and Equipment, Useful Life	5 years
Office Equipment and Furniture | Maximum
Property Plant And Equipment [Line Items]
Property, Plant and Equipment, Useful Life	7 years
Computer Equipment and Software | Minimum
Property Plant And Equipment [Line Items]
Property, Plant and Equipment, Useful Life	3 years
Computer Equipment and Software | Maximum
Property Plant And Equipment [Line Items]
Property, Plant and Equipment, Useful Life	5 years
Leasehold Improvements
Property Plant And Equipment [Line Items]
Property Plant And Equipment Useful Life Description	Shorter of the estimated useful life or remaining lease term

Property, Plant, and Equipmen_4

Property, Plant, and Equipment, net - Additional Information (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Depreciation expense	$ 4,000,000	$ 3,100,000
Material impairment of property, plant and equipment		0
Construction-in-Process
Property, Plant and Equipment [Line Items]
Capitalization of interest expense	2,000,000	$ 1,300,000
Construction-in-process Associated with Development and Construction
Property, Plant and Equipment [Line Items]
Loss on Impairment	22,400,000
Construction-in-process to Inventory
Property, Plant and Equipment [Line Items]
Impairment charge on reclassified assets	3,700,000
Construction-in-process to Prepaid Expenses and Other Current Assets
Property, Plant and Equipment [Line Items]
Impairment charge on reclassified assets	2,500,000
Construction-in-process Associated with its Former Plans
Property, Plant and Equipment [Line Items]
Loss on Impairment	$ 1,300,000

Property, Plant, and Equipmen_5

Property, Plant, and Equipment, net - Schedule of Property, Plant, and Equipment, net (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Property Plant And Equipment [Line Items]
Property, plant, and equipment, gross	$ 39,618	$ 46,321
Accumulated depreciation	(14,875)	(10,791)
Property, plant, and equipment, net	24,743	35,530
Machinery and Equipment
Property Plant And Equipment [Line Items]
Property, plant, and equipment, gross	13,066	7,607
Satellites
Property Plant And Equipment [Line Items]
Property, plant, and equipment, gross	2,209	2,209
Ground Station Equipment
Property Plant And Equipment [Line Items]
Property, plant, and equipment, gross	1,944	1,944
Office Equipment and Furniture
Property Plant And Equipment [Line Items]
Property, plant, and equipment, gross	2,881	2,239
Computer Equipment and Software
Property Plant And Equipment [Line Items]
Property, plant, and equipment, gross	317	142
Leasehold Improvements
Property Plant And Equipment [Line Items]
Property, plant, and equipment, gross	9,734	8,533
Construction-in-Process
Property Plant And Equipment [Line Items]
Property, plant, and equipment, gross	$ 9,467	$ 23,647

Debt - Summary of Long-term deb

Debt - Summary of Long-term debt (Details) - USD ($) $ in Thousands		12 Months Ended
		Dec. 31, 2022	Oct. 31, 2022	Mar. 24, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Finance leases		$ 411			$ 53
Unamortized deferred issuance costs		(3,073)			(761)
Unamortized discount on debt		(148,801)			(9,119)
Total debt		150,359			115,148
Current portion of long-term debt		7,739			14
Long-term debt		$ 142,620			115,134
Senior Secured Notes Due 2026
Debt Instrument [Line Items]
Issued	[1]	March 2021
Maturity	[1]	April 2026
Interest Rate				11%
Interest Payable	[1]	Quarterly
Carrying Amount	[1]	$ 56,741			94,686
Senior Secured Notes Due 2026 | Minimum
Debt Instrument [Line Items]
Interest Rate	[1]	9.25%
Senior Secured Notes Due 2026 | Maximum
Debt Instrument [Line Items]
Interest Rate	[1]	11.25%
Convertible Notes Due 2027
Debt Instrument [Line Items]
Issued		October 2022
Maturity		October 2027
Interest Rate		10%	10%
Interest Payable		Quarterly
Convertible Debt		$ 101,699
PIPE Investment Obligation
Debt Instrument [Line Items]
Issued		March 2022
Maturity		December 2025
Convertible Debt		$ 22,500
Equipment Financings
Debt Instrument [Line Items]
Carrying Amount	[2]	$ 859
Equipment Financings | Minimum
Debt Instrument [Line Items]
Interest Rate		6.25%
Equipment Financings | Maximum
Debt Instrument [Line Items]
Interest Rate		6.50%
Francisco Partners Note Purchase Agreement
Debt Instrument [Line Items]
Issued		November 2021
Maturity		April 2026
Interest Rate		9.25%
Interest Payable		Quarterly
Carrying Amount		$ 120,023			$ 30,289
[1] (1) - Includes the Lockheed Martin Rollover Debt and Beach Point Rollover Debt, each as defined below. (2) - Consists of equipment financing debt agreements with maturities through July 2028 , annual interest rates ranging from 6.25 % to 6.50 %, and requiring monthly payments of interest and principal.

Debt - Summary of Long-term d_2

Debt - Summary of Long-term debt (Parenthetical) (Details) - Equipment Financings	Dec. 31, 2022
Debt Instrument [Line Items]
Debt instrument maturity period	2028-07
Minimum
Debt Instrument [Line Items]
Interest Rate	6.25%
Maximum
Debt Instrument [Line Items]
Interest Rate	6.50%

Debt - Additional Information (

Debt - Additional Information (Details) - USD ($) $ / shares in Units, shares in Millions

1 Months Ended

12 Months Ended

May 01, 2024

Oct. 31, 2022

Mar. 25, 2022

Mar. 09, 2022

Nov. 24, 2021

Mar. 08, 2021

Jul. 23, 2018

Nov. 30, 2021

Jun. 30, 2021

Oct. 31, 2020

May 31, 2020

Dec. 31, 2022

Dec. 31, 2021

Mar. 24, 2022

Debt Instrument [Line Items]

Proceeds from long term debt

$ 77,369,000

$ 58,241,000

Original issue discount

148,801,000

9,119,000

Equity issuance costs

49,515,000

8,880,000

Proceeds from issuance of common stock

14,791,000

Gain (Loss) on extinguishment of debt

(23,141,000)

(96,024,000)

Interest on long-term debt

17,500,000

8,700,000

Interest capitalized to construction in process

2,000,000

1,300,000

Amortization of deferred issuance costs

229,000

236,000

Amortization of discount on debt

11,100,000

299,000

U.S. Small Business Administration, Paycheck Protection Program under Title I of CARES Act

Debt Instrument [Line Items]

Proceeds from long term debt

$ 2,500,000

Debt instrument, proceeds forgiveness percentage

100%

Gain (Loss) on extinguishment of debt

$ 2,600,000

Affiliate of Daniel Staton | Subscription Agreement

Debt Instrument [Line Items]

Due to affiliate quarterly fee amount

1,875,000

Senior Secured Notes | Conditional Notes

Debt Instrument [Line Items]

Original issue discount

$ 5,000,000

Senior Secured Notes Due 2026

Debt Instrument [Line Items]

Debt instrument face value

$ 87,000,000

Proceeds from long term debt

47,500,000

Proceeds from debt net of issuance costs

$ 2,800,000

Long term debt date of maturity

Apr. 01, 2026

Extinguishment of debt carrying amount

$ 4,600,000

Consideration transferred as part of debt extinguishment included common stock with fair value

4,600,000

Cash payment of debt

703,000

Repayments of debt

293,000

Payment of interest

410,000

Long term debt fixed interest rate percentage

11%

Paid-in-kind interest

484,000

7,800

Gain (Loss) on extinguishment of debt

(727,000)

$ (70,600,000)

Senior Secured Notes Due 2026 | Lockheed Martin

Debt Instrument [Line Items]

Gross proceeds from long-term debt

50,000,000

Exchange and extinguishment of debt amount

$ 37,000,000

Extinguishment of debt carrying amount

32,600,000

Cash payment of debt

30,800,000

Repayments of debt

25,000,000

Payment of interest

5,800,000

Third-party expenses related to modification

323,000

Gain (Loss) on extinguishment of debt

$ 1,800,000

Senior Secured Notes Due 2026 | Lockheed Martin Rollover Debt

Debt Instrument [Line Items]

Long term debt percentage bearing interest rate for arrears

9.25%

Senior Secured Notes Due 2026 | Lockheed Martin

Debt Instrument [Line Items]

Notes Issued And Exchangeable Value

25,000,000

Senior Secured Notes Due 2026 | Beach Point

Debt Instrument [Line Items]

Notes Issued And Exchangeable Value

25,000,000

Senior Secured Notes Due 2026 | Beach Point Rollover Debt

Debt Instrument [Line Items]

Shares issued as part of merger

2.4

Extinguishment of debt carrying amount

$ 38,600,000

Consideration transferred as part of debt extinguishment included common stock with fair value

31,800,000

Consideration transferred as part of debt extinguishment with rollover debt

$ 31,000,000

Long term debt fixed interest rate percentage

11.25%

Long term debt percentage bearing interest rate for arrears

11.25%

Third-party expenses related to modification

$ 328,000

Gain (Loss) on extinguishment of debt

$ 24,200,000

Senior Secured Notes Due 2026 | Payable In Cash | Beach Point Rollover Debt

Debt Instrument [Line Items]

Long term debt percentage bearing interest rate for arrears

(9.25%)

Senior Secured Notes Due 2026 | Payable In Kind | Beach Point Rollover Debt

Debt Instrument [Line Items]

Long term debt percentage bearing interest rate for arrears

2%

Senior Secured Notes Due 2026 | Allocated to Debt | Beach Point Rollover Debt

Debt Instrument [Line Items]

Third-party expenses related to modification

$ 178,000

Senior Secured Notes Due 2026 | Allocated to Equity | Beach Point Rollover Debt

Debt Instrument [Line Items]

Third-party expenses related to modification

$ 151,000

PIPE Investment Obligation

Debt Instrument [Line Items]

Equity issuance costs

259,000

Proceeds from issuance of common stock

30,000,000

PIPE Investment Obligation | Proceeds From Debt

Debt Instrument [Line Items]

Proceeds from debt net of issuance costs

13,000,000

PIPE Investment Obligation | Proceeds from PIPE Investment

Debt Instrument [Line Items]

Proceeds from issuance of common stock

17,000,000

PIPE Investment Obligation | Allocated to Debt

Debt Instrument [Line Items]

Issuance costs related to debt

112,000

PIPE Investment Obligation | Allocated to Equity

Debt Instrument [Line Items]

Equity issuance costs

$ 147,000

Convertible Notes Due 2027

Debt Instrument [Line Items]

Long term debt fixed interest rate percentage

10%

10%

Paid-in-kind interest

$ 1,700,000

Convertible Notes Due 2028

Debt Instrument [Line Items]

Debt instrument face value

$ 34,000,000

Debt maturity date

Jul. 23, 2028

Long term debt fixed interest rate percentage

3.05%

Minimum | Senior Secured Notes Due 2026

Debt Instrument [Line Items]

Long term debt fixed interest rate percentage

[1]

9.25%

Minimum | Equipment Financings

Debt Instrument [Line Items]

Long term debt fixed interest rate percentage

6.25%

Maximum | Senior Secured Notes Due 2026

Debt Instrument [Line Items]

Long term debt fixed interest rate percentage

[1]

11.25%

Maximum | Equipment Financings

Debt Instrument [Line Items]

Long term debt fixed interest rate percentage

6.50%

Amendment Agreement One | Senior Secured Notes Due 2026

Debt Instrument [Line Items]

Debt instrument, unamortized premium

6,600,000

Reclassification of deferred debt commitments costs to deferred issuance costs

420,000

Long term debt fixed interest rate percentage

(9.25%)

Gain (Loss) on extinguishment of debt

$ 28,000,000

Francisco Partners Note Purchase Agreement

Debt Instrument [Line Items]

Long term debt fixed interest rate percentage

9.25%

Francisco Partners Note Purchase Agreement | Senior Secured Notes

Debt Instrument [Line Items]

Debt maturity date

Nov. 24, 2026

Original issue discount

$ 5,000,000

Proceeds from debt net of issuance costs

60,000,000

Reclassification of deferred debt commitment costs to discount on debt

32,800,000

Long term debt contractual interest coupon accrued

$ 1,000,000

$ 289,000

Debt instrument prepayments percentage

100%

Debt instrument prepayments of debt incurrence percentage

100%

Francisco Partners Note Purchase Agreement | Senior Secured Notes | Delayed Draw Notes

Debt Instrument [Line Items]

Debt instrument face value

$ 20,000,000

Francisco Partners Note Purchase Agreement | Senior Secured Notes | Conditional Notes

Debt Instrument [Line Items]

Debt instrument face value

100,000,000

Reclassification of deferred debt commitment costs to discount on debt

62,400,000

Reclassification of deferred debt commitments costs to deferred issuance costs

509,000

Third-party legal fees

864,000

Francisco Partners Note Purchase Agreement | Senior Secured Notes | Pre-Combination Notes

Debt Instrument [Line Items]

Original issue discount

$ 5,000,000

Proceeds from debt net of issuance costs

25,000,000

Reclassification of deferred debt commitment costs to discount on debt

15,500,000

Reclassification of deferred debt commitments costs to deferred issuance costs

218,000

Francisco Partners Note Purchase Agreement | Senior Secured Notes | Proceeds From Debt

Debt Instrument [Line Items]

Proceeds from debt net of issuance costs

14,400,000

Francisco Partners Note Purchase Agreement | Senior Secured Notes | Proceeds From Debt | Pre-Combination Notes

Debt Instrument [Line Items]

Proceeds from debt net of issuance costs

10,800,000

Francisco Partners Note Purchase Agreement | Senior Secured Notes | Proceeds From Warrants And Derivative Liabilities

Debt Instrument [Line Items]

Proceeds from debt net of issuance costs

30,800,000

Francisco Partners Note Purchase Agreement | Senior Secured Notes | Proceeds From Warrants And Derivative Liabilities | Pre-Combination Notes

Debt Instrument [Line Items]

Proceeds from debt net of issuance costs

$ 14,200,000

Francisco Partners Note Purchase Agreement | Senior Secured Notes | Proceeds From Issuance of Common Stock

Debt Instrument [Line Items]

Proceeds from debt net of issuance costs

14,800,000

Francisco Partners Note Purchase Agreement | Amendment One To Note Purchase Agreement | Conditional Notes

Debt Instrument [Line Items]

Incremental deferred issuance costs

851,000

Francisco Partners Note Purchase Agreement | Amendment One To Note Purchase Agreement | Senior Secured Notes

Debt Instrument [Line Items]

Debt instrument face value

$ 24,000,000

30,000,000

Commitment amount

$ 119,000,000

154,000,000

150,000,000

Long term debt date of maturity

Apr. 01, 2026

Francisco Partners Note Purchase Agreement | Amendment One To Note Purchase Agreement | Senior Secured Notes | Delayed Draw Notes

Debt Instrument [Line Items]

Original issue discount

4,000,000

Proceeds from debt net of issuance costs

20,000,000

Reclassification of deferred debt commitment costs to discount on debt

13,200,000

Reclassification of deferred debt commitments costs to deferred issuance costs

137,000

Incremental deferred issuance costs

208,000

Francisco Partners Note Purchase Agreement | Amendment One To Note Purchase Agreement | Senior Secured Notes | Conditional Notes

Debt Instrument [Line Items]

Proceeds from long term debt

$ 65,000,000

Francisco Partners Note Purchase Agreement | Amendment One To Note Purchase Agreement | Senior Secured Notes | Proceeds From Debt | Delayed Draw Notes

Debt Instrument [Line Items]

Proceeds from debt net of issuance costs

8,600,000

Francisco Partners Note Purchase Agreement | Amendment One To Note Purchase Agreement | Senior Secured Notes | Proceeds From Warrants And Derivative Liabilities | Delayed Draw Notes

Debt Instrument [Line Items]

Proceeds from debt net of issuance costs

$ 11,400,000

Francisco Partners Note Purchase Agreement | Amendment One To Note Purchase Agreement | Senior Secured Notes | Allocated to Debt

Debt Instrument [Line Items]

Incremental issuance of costs

641,000

Francisco Partners Note Purchase Agreement | Amendment One To Note Purchase Agreement | Senior Secured Notes | Allocated to Equity

Debt Instrument [Line Items]

Incremental issuance of costs

$ 210,000

Francisco Partners Note Purchase Agreement | Amendement Two To Note Purchase Agreement

Debt Instrument [Line Items]

Unrestricted cash and cash equivalents needed to be maintained

$ 20,000,000

Percentage of unrestricted cash and cash equivalents to be maintanined additionally

15%

Francisco Partners Note Purchase Agreement | Amendement Two To Note Purchase Agreement | Quarter Ending Thirtieth September Two Thousand And Twenty Two

Debt Instrument [Line Items]

Unrestricted cash and cash equivalents needed to be maintained

$ 20,000,000

Francisco Partners Note Purchase Agreement | Amendement Two To Note Purchase Agreement | Quarter Ending Thirty First December Two Thousand And Twenty Two

Debt Instrument [Line Items]

Unrestricted cash and cash equivalents needed to be maintained

10,000,000

Francisco Partners Note Purchase Agreement | Amendement Two To Note Purchase Agreement | Thereafter

Debt Instrument [Line Items]

Unrestricted cash and cash equivalents needed to be maintained

$ 20,000,000

Percentage of unrestricted cash and cash equivalents to be maintanined additionally

15%

Francisco Partners Note Purchase Agreement | FP Combination Equity

Debt Instrument [Line Items]

Shares issued as part of merger

1.9

Francisco Partners Note Purchase Agreement | First Anniversary | Senior Secured Notes

Debt Instrument [Line Items]

Debt instrument, premium percentage

3%

Francisco Partners Note Purchase Agreement | Second Anniversary | Senior Secured Notes

Debt Instrument [Line Items]

Debt instrument, premium percentage

2%

Amendment Agreement Two | Senior Secured Notes Due 2026 | Lockheed Martin

Debt Instrument [Line Items]

Debt instrument face value

$ 25,000,000

Amendment Agreement Two | Senior Secured Notes Due 2026 | Beach Point Rollover Debt

Debt Instrument [Line Items]

Debt instrument face value

$ 31,300,000

Amendment Agreement Two | Senior Secured Notes Due 2026 | Payable In Kind | Beach Point Rollover Debt

Debt Instrument [Line Items]

Long term debt fixed interest rate percentage

2%

Convertible Note and Warrant Purchase Agreement | Convertible Notes Due 2027

Debt Instrument [Line Items]

Debt maturity date

Oct. 31, 2027

Proceeds from debt net of issuance costs

$ 100,000,000

Reclassification of deferred debt commitments costs to deferred issuance costs

$ 1,200,000

Debt instrument, conversion price

$ 2.898

Debt instrument, premium percentage

15%

Debt instrument, conversion threshold percentage of common stock

30%

Convertible Note and Warrant Purchase Agreement | Convertible Notes Due 2027 | Scenario Forecast

Debt Instrument [Line Items]

Debt instrument, redemption price percentage

100%

Debt instrument, repurchase price percentage

100%

Convertible Note and Warrant Purchase Agreement | Convertible Notes Due 2027 | Lockheed Martin

Debt Instrument [Line Items]

Debt instrument face value

$ 100,000,000

Convertible Note and Warrant Purchase Agreement | Convertible Notes Due 2027 | Proceeds From Debt

Debt Instrument [Line Items]

Proceeds from debt net of issuance costs

40,500,000

Convertible Note and Warrant Purchase Agreement | Convertible Notes Due 2027 | Proceeds From Warrants And Derivative Liabilities

Debt Instrument [Line Items]

Proceeds from debt net of issuance costs

59,500,000

Convertible Note and Warrant Purchase Agreement | Convertible Notes Due 2027 | Quarter Ending Thirty First December Two Thousand And Twenty Two

Debt Instrument [Line Items]

Unrestricted cash and cash equivalents needed to be maintained

10,000,000

Convertible Note and Warrant Purchase Agreement | Convertible Notes Due 2027 | Thereafter

Debt Instrument [Line Items]

Unrestricted cash and cash equivalents needed to be maintained

$ 20,000,000

Percentage of unrestricted cash and cash equivalents to be maintanined additionally

15%

[1] (1) - Includes the Lockheed Martin Rollover Debt and Beach Point Rollover Debt, each as defined below.

Debt - Summary of Aggregate Ann

Debt - Summary of Aggregate Annual Maturities of Debt (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Maturities of Long-Term Debt [Abstract]
2023	$ 7,649
2024	7,658
2025	7,669
2026	176,944
2027	101,839
Thereafter	63
Total debt maturities	301,822
Unamortized deferred issuance costs	(3,073)	$ (761)
Less: Unamortized discount on debt	(148,801)	(9,119)
Finance leases	411	53
Total debt	150,359	115,148
Less: Current maturities of long-term debt	7,739	14
Long-term debt	$ 142,620	$ 115,134

Warrants And Derivatives - Sche

Warrants And Derivatives - Schedule of Fair Value of Liability Classified Warrants (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2022	Oct. 31, 2022	Dec. 31, 2021
Class Of Warrant Or Right [Line Items]
Number of Issuable Shares	79,937,638
Fair value, Warrant and derivatives noncurrent	$ 39,950		$ 5,631
Derivative Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration]	Warrant And Derivative Liabilities		Warrant And Derivative Liabilities
Inducement Warrants
Class Of Warrant Or Right [Line Items]
Issuance	2021-03
Maturity	2041-03
Exercise/Conversion Price	$ 0.01
Fair value, Warrant and derivatives noncurrent			$ 5,631
Public Warrants
Class Of Warrant Or Right [Line Items]
Number of Issuable Shares	19,221,960
Issuance	2021-03
Maturity	2027-03
Exercise/Conversion Price	$ 11.50
Fair value, Warrant and derivatives noncurrent	$ 1,922
Private Placement Warrants
Class Of Warrant Or Right [Line Items]
Number of Issuable Shares	78,000
Issuance	2021-03
Maturity	2027-03
Exercise/Conversion Price	$ 11.50
Fair value, Warrant and derivatives noncurrent	$ 8
FP Combination Warrants
Class Of Warrant Or Right [Line Items]
Number of Issuable Shares	8,291,704
Issuance	2022-03
Maturity	2027-03
Exercise/Conversion Price	$ 10
Fair value, Warrant and derivatives noncurrent	$ 18,573
2027 Warrants
Class Of Warrant Or Right [Line Items]
Number of Issuable Shares	17,253,279	17,300,000
Issuance	2022-10
Maturity	2027-10
Exercise/Conversion Price	$ 2.898	$ 2.898
Fair value, Warrant and derivatives noncurrent	$ 13,707
Conversion Option Derivative
Class Of Warrant Or Right [Line Items]
Number of Issuable Shares	35,092,695
Issuance	2022-10
Maturity	2027-10
Exercise/Conversion Price	$ 2.898
Fair value, Warrant and derivatives noncurrent	$ 5,740

Warrants and Derivatives - Fair

Warrants and Derivatives - Fair Values of Liability Classified Warrants and Derivatives Recorded in Accrued Expenses and Other Current Liabilities (Details) $ in Thousands	Dec. 31, 2021 USD ($)
Class of Warrant or Right [Line Items]
Fair value, Warrant and derivatives current	$ 68,518	[1]
Derivative Liability, Current, Statement of Financial Position [Extensible Enumeration]	Other Accrued Liabilities, Current
FP Pre-Combination Warrants
Class of Warrant or Right [Line Items]
Fair value, Warrant and derivatives current	$ 2,546
Pre-Combination Warrants
Class of Warrant or Right [Line Items]
Fair value, Warrant and derivatives current	849
FP Combination Warrants
Class of Warrant or Right [Line Items]
Fair value, Warrant and derivatives current	27,682
Combination Warrants
Class of Warrant or Right [Line Items]
Fair value, Warrant and derivatives current	7,602
FP Combination Equity
Class of Warrant or Right [Line Items]
Fair value, Warrant and derivatives current	24,110
Combination Equity
Class of Warrant or Right [Line Items]
Fair value, Warrant and derivatives current	$ 5,729
[1] Refer to Note 6 “Warrants and Derivatives” for further discussion.

Warrants and Derivatives - Sc_2

Warrants and Derivatives - Schedule of Liability-Classified Warrants and Derivatives (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Class Of Warrant Or Right [Line Items]
Beginning balance	$ 74,149	$ 0
Initial recognition as discount on debt	59,487	16,759
Initial recognition as deferred debt commitment costs		42,247
Initial recognition as loss on extinguishment of debt		16,859
Initial recognition from Tailwind Two Merger	13,124
Change in fair value of warrant and derivative liabilities	$ (43,300)	$ (1,716)
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]	Change in Fair Value of Warrants and Derivative Liabilities	Change in Fair Value of Warrants and Derivative Liabilities
Reclassification of liability-classified warrants and derivatives to equity-classified	$ (11,007)
Net settlement of liability-classified warrants into common stock	(7,616)
Issuance of contingently issuable shares	(44,887)
Ending balance	39,950	$ 74,149
Current Warrant and Derivative Liabilities
Class Of Warrant Or Right [Line Items]
Beginning balance	68,518	0
Initial recognition as discount on debt		14,240
Initial recognition as deferred debt commitment costs		42,247
Initial recognition as loss on extinguishment of debt		15,002
Change in fair value of warrant and derivative liabilities	13,342	(2,971)
Reclassification of current warrant and derivative liabilities to warrant and derivative liabilities	(25,966)
Reclassification of liability-classified warrants and derivatives to equity-classified	(11,007)
Issuance of contingently issuable shares	(44,887)
Ending balance		68,518
Warrant and Derivative Liabilities
Class Of Warrant Or Right [Line Items]
Beginning balance	5,631	0
Initial recognition as discount on debt	59,487	2,519
Initial recognition as loss on extinguishment of debt		1,857
Initial recognition from Tailwind Two Merger	13,124
Change in fair value of warrant and derivative liabilities	(56,642)	1,255
Reclassification of current warrant and derivative liabilities to warrant and derivative liabilities	25,966
Net settlement of liability-classified warrants into common stock	(7,616)
Ending balance	$ 39,950	$ 5,631

Warrants and Derivatives - Addi

Warrants and Derivatives - Additional Information (Details) - USD ($)		1 Months Ended	12 Months Ended
	Oct. 31, 2022	Mar. 31, 2021	Dec. 31, 2022	Dec. 31, 2021	Jan. 01, 2022	Nov. 30, 2021
Warrants And Derivatives [Line Items]
Amount recognized as discount on debt			$ 148,801,000	$ 9,119,000
Loss on extinguishment of debt			$ 23,141,000	96,024,000
Warrants settled in common stock			79,937,638
Accrued expenses and other current liabilities			$ 11,721,000	76,136,000	$ 76,302,000
Loss (gain) on change in fair value of warrants			(43,300,000)	(1,716,000)
Initial fair value recognized in warrant and derivative liabilities			43,300,000	1,716,000
Detachable Warrants
Warrants And Derivatives [Line Items]
Warrants issued, fair value amount			$ 68,400,000
Warrants exercise price per share			$ 1.42
Warrants assumed			26
Warrants issuance costs			$ 2,300,000
Expected term (in years)			7 years 4 months 24 days
Expected volatility			103%
Expected dividend yield			0%
Risk-free interest rate			1.15%
Minimum
Warrants And Derivatives [Line Items]
Expected term (in years)			5 years 6 months
Expected dividend yield			0%
Maximum
Warrants And Derivatives [Line Items]
Expected term (in years)			6 years 3 days
Expected dividend yield			0%
Inducement Warrants
Warrants And Derivatives [Line Items]
Warrants exercise price per share			$ 0.01
Inducement Warrants | Senior Secured Notes due 2026
Warrants And Derivatives [Line Items]
Warrants issued, fair value amount		$ 4,400,000
Amount recognized as discount on debt		2,500,000
Loss on extinguishment of debt		1,900,000
Cash payment payable for redemption of warrants		$ 7,000,000
Warrants exercise price per share		$ 0.01
Class of warrant or right percentage of common stock issuable on exercise of warrants		0.34744%
Inducement Warrants | Tailwind Two Merger
Warrants And Derivatives [Line Items]
Warrants settled in common stock		695,000
Reclassified fair value of warrants to additional paid-in capital		$ 7,600,000
Class of warrant or right percentage of common stock issuable on exercise of warrants		0.18708%
Loss (gain) on change in fair value of warrants			$ 2,000,000	1,300,000
FP Pre-Combination Warrants
Warrants And Derivatives [Line Items]
Amount recognized as discount on debt			2,500,000
Loss (gain) on change in fair value of warrants			$ (2,500,000)	65,000
FP Pre-Combination Warrants | Francisco Partners Note Purchase Agreement
Warrants And Derivatives [Line Items]
Cash payment payable for redemption of warrants				$ 25,000,000
Warrants exercise price per share						$ 0.01
Warrants settled in common stock				1,000,000
Class of warrant or right percentage of common stock issuable on exercise of warrants				5%		1.50%
Price of warrant				$ 10
Combination Equity
Warrants And Derivatives [Line Items]
Class of warrant or right percentage of common stock issuable on exercise of warrants				0.25%
Issuance of contingently issuable common shares			774,000
Accrued expenses and other current liabilities				$ 6,000,000
Loss (gain) on change in fair value of warrants			$ 2,800,000	$ (311,000)
Combination Equity | Tailwind Two Merger
Warrants And Derivatives [Line Items]
Reclassified fair value of warrants to additional paid-in capital			$ 8,500,000
Combination Warrants
Warrants And Derivatives [Line Items]
Class of warrant or right percentage of common stock issuable on exercise of warrants				0.83333%
Price of warrant				$ 10
Issuance of warrants			2,800,000
Accrued expenses and other current liabilities				$ 8,100,000
Warrant expiration term				5 years
Loss (gain) on change in fair value of warrants			$ 3,400,000	$ (533,000)
Combination Warrants | Tailwind Two Merger
Warrants And Derivatives [Line Items]
Reclassified fair value of warrants to additional paid-in capital			$ 11,000,000
FP Combination Equity
Warrants And Derivatives [Line Items]
Issuance of contingently issuable common shares			3,300,000
Accrued expenses and other current liabilities			$ 25,000,000
Loss (gain) on change in fair value of warrants			12,300,000	(940,000)
FP Combination Equity | Tailwind Two Merger
Warrants And Derivatives [Line Items]
Reclassified fair value of warrants to additional paid-in capital			$ 36,400,000
Pre-Combination Warrants
Warrants And Derivatives [Line Items]
Warrants exercise price per share			$ 0.01
Class of warrant or right percentage of common stock issuable on exercise of warrants			0.25%
Accrued expenses and other current liabilities			$ 827
Loss (gain) on change in fair value of warrants			$ (849,000)	22,000
FP Combination Warrants
Warrants And Derivatives [Line Items]
Warrants exercise price per share			$ 10
Warrants settled in common stock			8,291,704
Issuance of warrants			8,300,000
Accrued expenses and other current liabilities			$ 29,000,000
Loss (gain) on change in fair value of warrants			$ (9,100,000)	$ (1,300,000)
Public Warrants
Warrants And Derivatives [Line Items]
Warrants exercise price per share			$ 11.50
Warrants settled in common stock			19,221,960
Loss (gain) on change in fair value of warrants			$ (11,200,000)
Public Warrants | Exceeds $18.00
Warrants And Derivatives [Line Items]
Warrants exercise price per share			$ 0.01
Public Warrants | Exceeds $10.00
Warrants And Derivatives [Line Items]
Warrants exercise price per share			0.10
Public Warrants | Minimum | Exceeds $18.00
Warrants And Derivatives [Line Items]
Price of warrant			18
Public Warrants | Minimum | Exceeds $10.00
Warrants And Derivatives [Line Items]
Price of warrant			10
Public Warrants | Maximum | Exceeds $10.00
Warrants And Derivatives [Line Items]
Price of warrant			18
Public Warrants | Tailwind Two Merger
Warrants And Derivatives [Line Items]
Warrants exercise price per share			$ 11.50
Warrants assumed			11,500,000
Warrant to purchase term of contract			5 years
Private Placement Warrants
Warrants And Derivatives [Line Items]
Warrants exercise price per share			$ 11.50
Warrants settled in common stock			78,000
Purchasers transferred warrants to other than permitted transferees			7,722,000
Private Placement Warrants | Tailwind Two Merger
Warrants And Derivatives [Line Items]
Warrants exercise price per share			$ 11.50
Warrants assumed			7,800,000
Equity Classified Warrants | Detachable Warrants
Warrants And Derivatives [Line Items]
Warrants settled in common stock			22,300,000
2027 Warrants
Warrants And Derivatives [Line Items]
Warrants exercise price per share	$ 2.898		$ 2.898
Warrants issued, premium percentage	15%
Warrants settled in common stock	17,300,000		17,253,279
Warrant expiration term	5 years
Warrants issuance costs	$ 801,000
Loss (gain) on change in fair value of warrants			$ (14,300,000)
Initial fair value recognized in warrant and derivative liabilities	$ 28,000,000
Conversion Option Derivative
Warrants And Derivatives [Line Items]
Warrants exercise price per share			$ 2.898
Warrants settled in common stock			35,092,695
Conversion Option Derivative | Convertible Notes due 2027
Warrants And Derivatives [Line Items]
Warrants issuance costs			$ 900,000
Loss (gain) on change in fair value of warrants			(25,700,000)
Initial fair value recognized in warrant and derivative liabilities			$ 31,500,000

Fair Value of Financial Instr_3

Fair Value of Financial Instruments - Summary of Net Carrying Amount and Estimated Fair Value of Long-Term Debt Instruments (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Carrying Amount	$ 301,822
Long-term Debt
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Carrying Amount	139,629	$ 115,095
Fair Value	240,574	$ 124,221
PIPE Investment Obligation
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Carrying Amount	10,319
Fair Value	$ 17,236

Mezzanine Equity and Sharehol_2

Mezzanine Equity and Shareholders' Deficit - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands			12 Months Ended
	Jul. 05, 2022	Mar. 25, 2022	Dec. 31, 2022	Dec. 31, 2021	Feb. 28, 2021	Dec. 31, 2020
Equity [Line Items]
Common stock, shares authorized			300,000,000	151,717,882
Common stock, par value			$ 0.0001	$ 0.0001
Voting rights			Each share of common stock entitles the shareholder to one vote
Preferred stock, shares authorized			50,000,000	0
Preferred stock, par value			$ 0.0001	$ 0.0001
Preferred Stock, Shares Issued			0	0
Preferred stock, shares outstanding			0	0
Common stock, shares issued			142,503,771	78,601,283
Proceeds from issuance of common stock			$ 14,791
Proceeds from issuance of common stock under the Committed Equity Facility			1,795
Common stock value			$ 14	$ 8
Series A Preferred Stock
Equity [Line Items]
Redeemable convertible preferred stock, shares issued				10,947,686
Redeemable convertible preferred stock, shares outstanding				10,947,686
Preferred stock, par value			$ 0.73
Conversion of stock			10.9
Gross proceeds from preferred stock			$ 8,000
Redeemable Convertible Preferred Stock
Equity [Line Items]
Redeemable convertible preferred stock, shares authorized			0	20,526,878
Redeemable convertible preferred stock, par value			$ 0.0001	$ 0.0001
Redeemable convertible preferred stock, shares issued			0	10,947,686
Redeemable convertible preferred stock, shares outstanding			0	10,947,686		10,947,686
Common Stock
Equity [Line Items]
Issuance of common stock under the Committed Equity Facility, shares			637,487
Conversion of stock			10,947,686
Common Stock | Debt Financing Transactions
Equity [Line Items]
Common stock value		$ 1,900
Common Stock | Debt Financing Transactions | Senior Secured Notes
Equity [Line Items]
Common stock value		$ 2,400
PIPE investment
Equity [Line Items]
Common stock, shares issued		5,100,000
PredaSAR Merger
Equity [Line Items]
Common stock, shares issued					10,700,000
Additional paid-in capital			$ 432
Committed Equity Facility
Equity [Line Items]
Derivative instrument, fair value			0
Third-party related costs			773
Committed Equity Facility | B. Riley Principal Capital II, LLC
Equity [Line Items]
Proceeds from issuance of common stock under the Committed Equity Facility			1,800
Committed Equity Facility | B. Riley Principal Capital II, LLC | Common Stock
Equity [Line Items]
Other expense			$ 1,000
Committed Equity Facility | B. Riley Principal Capital II, LLC | Registration Rights Agreement | Common Stock
Equity [Line Items]
Issuance of common stock under the Committed Equity Facility, shares	214,791		637,487
Newly issued shares of common stock	27,500,000
Percentage of common stock outstanding immediately prior to execution of facility	19.99%
Percentage of outstanding common stock held by investors	4.99%
Shares of common stock to be issued	27,714,791
Discount rate for common stock shares issued			3%
Maximum
Equity [Line Items]
Common stock, shares authorized			300,000,000
Maximum | Committed Equity Facility
Equity [Line Items]
Proceeds from issuance of common stock			$ 98,200
Shares of common stock to be issued			27,077,304
Maximum | Committed Equity Facility | B. Riley Principal Capital II, LLC | Registration Rights Agreement | Common Stock
Equity [Line Items]
Newly issued shares of common stock	100,000,000
Tailwind Two Merger
Equity [Line Items]
Issuance of common stock		11,000,000
Tailwind Two Merger | PIPE investment
Equity [Line Items]
Aggregate third-party issuance costs		$ 48,400
Fair value of warrants		13,100
Proceeds from issuance of common stock		$ 58,400

Share-Based Compensation - Addi

Share-Based Compensation - Additional Information (Details) - USD ($)	1 Months Ended	12 Months Ended
	May 31, 2020	Dec. 31, 2022	Dec. 31, 2021
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Contractual term		4 years 2 months 19 days	5 years 4 months 20 days
Share-based compensation expense		$ 51,082,000	$ 678,000
Risk-free interest rate, minimum		0.95%
Risk-free interest rate, maximum		0.95%
Weighted-average period expected to be recognized		1 year 7 months 6 days
Intrinsic value of stock options exercised		$ 1,500,000	1,900,000
Unrecognized compensation cost related to stock options		$ 256,000
Minimum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Dividend yield		0%
Expected dividend yield		0%
Maximum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Dividend yield		0%
Expected dividend yield		0%
Restricted Stock Units
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Share-based compensation expense		$ 26,046,000	225,000
Granted		12,222,158
Unrecognize share-based compensation expense		$ 42,400,000
Weighted-average period expected to be recognized		1 year 8 months 12 days
Fair value of the respective vesting dates		$ 57,300,000	$ 0
Weighted-average grant date fair value		$ 3.46	$ 3.03
RSUs vested		5,640,155
Unvested RSAs		15,982,694	14,802,798
Incremental share-based compensation cost to be recognized as a result of plan modification		$ 445,000
Incremental share-based compensation expense			$ 0
Restricted Stock Units | Minimum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Vesting period		1 year
Restricted Stock Units | Maximum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Vesting period		4 years
Restricted Stock Units | Cost of Sales
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Share-based compensation expense		$ 2,100,000
Restricted Stock Units | Selling, General and Administrative Expenses
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Share-based compensation expense		$ 15,100,000
Retention Restricted Stock Units
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of shares authorized for issuance		5,440,438
Share-based compensation expense		$ 24,763,000
Vesting rights		that will generally vest on the later to occur of: (i) the first anniversary of the consummation of the Tailwind Two Merger and (ii) the trading price of the Company’s common stock equaling or exceeding $11.00 or $13.00, as applicable, for any 20 trading days within any consecutive 30-trading day period. The Retention RSUs expire five years from the Tailwind Two Merger if unvested. The derived service period for the majority of the Retention RSUs was estimated to be less than one year from the date of the Tailwind Two Merger based on the median weighted-average triggering event period determined using the Monte Carlo simulation model. As such, the share-based compensation expense associated with the Retention RSUs is generally recognized over a one-year period beginning from the consummation of the Tailwind Two Merger. In addition, the grant date fair value of the Retention RSUs was determined using the Monte Carlo simulation model using the following significant inputs and assumptions as of the valuation date: (i) the price per share of Terran Orbital Corporation’s common stock, (ii) a risk-free interest rate ranging from 1.61% to 2.88%, (iii) a dividend yield of 0%, (iv) an estimated volatility of 40%, and (v) a discount for lack of marketability ranging from 4.50% to 6.50% for Retention RSUs granted prior to the Tailwind Two Merger.
Expiration period		5 years
RSUs retention recognized period		1 year
Risk-free interest rate, minimum		1.61%
Risk-free interest rate, maximum		2.88%
Dividend yield		0%
Estimated volatility		40%
Granted		5,718,858	0
Unrecognize share-based compensation expense		$ 7,900,000
Weighted-average period expected to be recognized		2 months 12 days
Expected dividend yield		0%
Weighted-average grant date fair value		$ 7.98
Unvested RSAs		4,135,052
Retention Restricted Stock Units | Minimum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Discount for lack of marketability		4.50%
Retention Restricted Stock Units | Maximum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Discount for lack of marketability		6.50%
Stock Options
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Contractual term		10 years
Number of Options, Granted		0	0
Share-based compensation expense		$ 273,000	$ 416,000
Stock Options | Minimum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Vesting period		2 years
Stock Options | Maximum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Vesting period		4 years
Tailwind Two Merger | Restricted Stock Units
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Share-based compensation expense		$ 17,200,000
2021 Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of shares authorized for issuance		13,729,546
Percentage of aggregate common stock outstanding		3%
2021 Plan | RSUs and Options
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of awards outstanding		12,500,000
PredaSAR Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Vesting period	5 years
Number of Options, Granted			0
2014 Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Granted			823,000
Weighted-average grant date fair value			$ 2.90

Share-Based Compensation - Summ

Share-Based Compensation - Summary of Share-based Compensation (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-based compensation expense	$ 51,082	$ 678
Restricted Stock Units
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-based compensation expense	26,046	225
Retention Restricted Stock Units
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-based compensation expense	24,763
Stock Options
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-based compensation expense	$ 273	416
PredaSAR Options
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-based compensation expense		$ 37

Share-Based Compensation - Su_2

Share-Based Compensation - Summary of Activity Related to RSUs (Details) - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Restricted Stock Units
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Number of RSUs, Unvested Beginning Balance	14,802,798
Awards granted	12,222,158
Number of RSUs, Vested	(5,640,155)
Number of RSUs, Forfeited	(5,402,107)
Number of RSUs, Unvested Ending Balance	15,982,694	14,802,798
Weighted-Average Grant-Date Fair Value
Weighted-Average Grant-Date Fair Value, Unvested Beginning Balance	$ 3.02
Weighted-Average Grant-Date Fair Value, Granted	3.46	$ 3.03
Weighted-Average Grant-Date Fair Value, Vested	3
Weighted-Average Grant-Date Fair Value, Forfeited	3.23
Weighted-Average Grant-Date Fair Value, Unvested Ending Balance	$ 3.29	$ 3.02
Retention Restricted Stock Units
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Awards granted	5,718,858	0
Number of RSUs, Forfeited	(1,583,806)
Number of RSUs, Unvested Ending Balance	4,135,052
Weighted-Average Grant-Date Fair Value
Weighted-Average Grant-Date Fair Value, Granted	$ 7.98
Weighted-Average Grant-Date Fair Value, Forfeited	8.20
Weighted-Average Grant-Date Fair Value, Unvested Ending Balance	$ 7.89

Share-Based Compensation - Su_3

Share-Based Compensation - Summary of Activity Related to Stock Options (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding [Roll Forward]
Number of Options, Outstanding Beginning Balance	2,122,834
Number of Options, Exercised	(339,279)
Number of Options, Forfeited	(110,513)
Number of Options, Outstanding Ending Balance	1,673,042	2,122,834
Number of Options, Exercisable	1,506,665
Weighted- Average Exercise Price
Weighted- Average Exercise Price, Outstanding Beginning Balance	$ 0.97
Weighted- Average Exercise Price, Exercised	1.05
Weighted- Average Exercise Price, Forfeited	1.26
Weighted- Average Exercise Price, Outstanding Ending Balance	0.94	$ 0.97
Weighted- Average Exercise Price, Exercisable	$ 0.88
Aggregate Intrinsic Value
Aggregate Intrinsic Value, Outstanding	$ 1,079	$ 12,797
Aggregate Intrinsic Value, Exercisable	$ 1,050
Weighted- Average Remaining Contractual Term (Years)
Weighted- Average Remaining Contractual Term, Outstanding	4 years 2 months 19 days	5 years 4 months 20 days
Weighted- Average Remaining Contractual Term, Exercisable	3 years 10 months 17 days

Share-Based Compensation - Su_4

Share-Based Compensation - Summary of Fair Value of Stock Options (Details)	12 Months Ended
	Dec. 31, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected volatility, Low	105%
Expected volatility, High	105%
Risk-free interest rate, Low	0.95%
Risk-free interest rate, High	0.95%
Minimum
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected term (in years)	5 years 6 months
Expected dividend yield	0%
Maximum
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected term (in years)	6 years 3 days
Expected dividend yield	0%

Net Loss Per Share - Schedule o

Net Loss Per Share - Schedule of Anti-Dilutive Securities that Could Potentially be Dilutive in Future (Details) - shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Stock Options
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Anti-dilutive securities excluded from computation of net loss per share	1,673,042	2,122,834
Restricted Stock Units
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Anti-dilutive securities excluded from computation of net loss per share	20,117,746	14,802,798
Detachable Warrants
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Anti-dilutive securities excluded from computation of net loss per share		26,029,603
Inducement Warrants
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Anti-dilutive securities excluded from computation of net loss per share		475,291
FP Pre-Combination Warrants
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Anti-dilutive securities excluded from computation of net loss per share		2,051,915
Pre-Combination Warrants
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Anti-dilutive securities excluded from computation of net loss per share		683,999
FP Combination Warrants
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Anti-dilutive securities excluded from computation of net loss per share	8,291,704
Combination Warrants
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Anti-dilutive securities excluded from computation of net loss per share	2,763,902
Public Warrants
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Anti-dilutive securities excluded from computation of net loss per share	19,221,960
Private Placement Warrants
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Anti-dilutive securities excluded from computation of net loss per share	78,000
2027 Warrants
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Anti-dilutive securities excluded from computation of net loss per share	17,253,279
PIPE Investment Obligation
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Anti-dilutive securities excluded from computation of net loss per share	14,240,506
Series A Preferred Stock
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Anti-dilutive securities excluded from computation of net loss per share		10,947,686

Net Loss Per Share - Schedule_2

Net Loss Per Share - Schedule of Computations of Basic and Diluted Net Loss Per Share (Detail) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Earnings Per Share [Abstract]
Net loss - basic	$ (163,980)	$ (138,982)
Effect of dilutive potential shares	(23,771)
Net loss - diluted	$ (187,751)	$ (138,982)
Weighted-average shares outstanding - basic	128,261,443	76,713,895
Dilutive potential shares	5,861,388
Weighted-average shares outstanding - diluted	134,122,831	76,713,895
Net loss per share - basic	$ (1.28)	$ (1.81)
Net loss per share - diluted	$ (1.40)	$ (1.81)

Income Taxes - Additional Infor

Income Taxes - Additional Information (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2018
Income Tax Contingency [Line Items]
Unrecognized tax benefits	$ 0	$ 0
Provision (benefit) for income taxes	$ 160,000	38,000
Internal Revenue Code
Income Tax Contingency [Line Items]
Percentage of increase in shareholder's ownership	5%
Percentage of aggregate increase in shareholder's ownership	50%
Testing period	3 years
Federal
Income Tax Contingency [Line Items]
NOL carryforwards	$ 165,000,000	91,000,000
State
Income Tax Contingency [Line Items]
NOL carryforwards	$ 178,000,000	$ 76,000,000
NOL carryforwards expiration year	2038
Maximum | Federal
Income Tax Contingency [Line Items]
Percentage of NOL carryforwards used to offset future taxable income			80%
Maximum | Foreign
Income Tax Contingency [Line Items]
Percentage of NOL carryforwards used to offset future taxable income	80%

Income Taxes - Components of Lo

Income Taxes - Components of Loss Before Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
United States	$ (164,786)	$ (140,563)
Foreign	966	1,619
Loss before income taxes	$ (163,820)	$ (138,944)

Income Taxes - Components of Pr

Income Taxes - Components of Provision for Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Current
Federal		$ (5)
State	$ 13	2
Foreign	147	41
Current provision for income taxes	160	38
Deferred
Provision for income taxes	$ 160	$ 38

Income Taxes - Reconciliation B

Income Taxes - Reconciliation Between the Provision for Income Taxes and the Amount Computed at the Statutory U.S. Federal income Tax Rate (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Income taxes computed at the U.S. federal statutory rate	$ (34,402)	$ (29,178)
State and local income taxes, net of federal benefit	(14,472)	(2,960)
Permanent differences	(957)	18,417
Change in valuation allowance	44,256	14,548
Federal refunds		(5)
Other, net	5,735	(784)
Provision for income taxes	$ 160	$ 38

Income Taxes - Components of Co

Income Taxes - Components of Company's Net Deferred Tax Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Deferred tax assets:
Tax loss and credit carryforwards	$ 47,783	$ 25,109
Disallowed interest	7,946	2,194
Share-based compensation	6,667	670
Impairment loss	6,678
Research and development	2,331
Operating leases	2,275
Other	2,365	2,554
Total deferred tax assets	76,045	30,527
Valuation allowance	(74,302)	(30,046)	$ (15,498)
Deferred tax assets, net of valuation allowance	1,743	481
Deferred tax liabilities:
Property, plant, and equipment	(1,743)
Other		(481)
Total deferred tax liabilities	$ (1,743)	$ (481)

Income Taxes - Change in Valuat

Income Taxes - Change in Valuation Allowance for Deferred Tax Assets (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Beginning balance	$ (30,046)	$ (15,498)
Change in valuation allowance	(44,256)	(14,548)
Ending balance	$ (74,302)	$ (30,046)

Income Taxes - Summary of Open

Income Taxes - Summary of Open Tax Years by Jurisdiction (Details)	12 Months Ended
	Dec. 31, 2022
Earliest Tax Year | Federal
Tax Credit Carryforward [Line Items]
Years Open to Audit	2019
Earliest Tax Year | State
Tax Credit Carryforward [Line Items]
Years Open to Audit	2018
Earliest Tax Year | Italy
Tax Credit Carryforward [Line Items]
Years Open to Audit	2017
Latest Tax Year | Federal
Tax Credit Carryforward [Line Items]
Years Open to Audit	2021
Latest Tax Year | State
Tax Credit Carryforward [Line Items]
Years Open to Audit	2021
Latest Tax Year | Italy
Tax Credit Carryforward [Line Items]
Years Open to Audit	2021

Commitment and Contingencies -

Commitment and Contingencies - Additional Information (Details) - USD ($) $ in Thousands	1 Months Ended	12 Months Ended
	Apr. 30, 2022	Dec. 31, 2022	Dec. 31, 2021
Lessee Lease Description [Line Items]
Commercial agreement to purchase			$ 20,000
Settlement agreement with the customer	$ 833
Accrued settlement amount			$ 800
Purchase obligations outstanding		$ 17,200
Purchase commitment		22,400
Outstanding commitment amount		$ 14,600

Related Party Transaction - Add

Related Party Transaction - Additional Information (Details) - USD ($)		12 Months Ended
	Oct. 31, 2022	Dec. 31, 2022	Dec. 31, 2021	Jan. 01, 2022	[1]
Related Party Transaction [Line Items]
Contract assets		$ 6,763,000	$ 2,757,000	$ 2,675,000
Contract liabilities		$ 27,228,000	$ 17,558,000
Common stock, shares issued		142,503,771	78,601,283
Minimum lease payments under the lease		$ 391,000
2022 Strategic Cooperation Agreement
Related Party Transaction [Line Items]
Strategic cooperation agreement term	13 years
Strategic cooperation agreement terminated period	2035
GeoOptics, Inc
Related Party Transaction [Line Items]
Revenue from related parties		1,700,000	$ 1,600,000
Accounts receivables due from related parties		0	470,000
Contract assets		$ 0	$ 40,000
Related party transaction percentage of remaining performance obligations		0%	9%
Equity method Investment amount		$ 1,700,000	$ 1,700,000
GeoOptics, Inc | Maximum
Related Party Transaction [Line Items]
Equity method investment ownership interest		3%	3%
Lockheed Martin
Related Party Transaction [Line Items]
Revenue from related parties		$ 71,600,000	$ 20,600,000
Accounts receivables due from related parties		687,000	530,000
Contract assets		4,100,000	707,000
Contract liabilities		$ 22,500,000	$ 13,900,000
Related party transaction percentage of remaining performance obligations		81%	56%
Chairman And CEO | New Lease for Office Space
Related Party Transaction [Line Items]
Lease term commence date		Apr. 01, 2021
Lease expiration date		Mar. 31, 2026
Minimum lease payments under the lease		$ 234,000	$ 114,000
One time right to extend the lease term for additional period		5 years
Chairman And CEO | Consulting Services
Related Party Transaction [Line Items]
Consulting services paid		$ 0	$ 125,000
Affiliate of Daniel Staton | Subscription Agreement
Related Party Transaction [Line Items]
Due To Affiliate Quarterly Fee Amount		$ 1,875,000
[1] Balances reflected are subsequent to the adoption of CECL on January 1, 2022.

Geographic Information - Summar

Geographic Information - Summary of Geography and Reconciliation of Revenue and Property, Plant, and Equipment (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenue	$ 94,237	$ 40,906
Property, plant, and equipment, net	24,743	35,530
United States
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenue	82,270	32,960
Property, plant, and equipment, net	24,137	34,840
Europe
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenue	11,967	7,946
Property, plant, and equipment, net	$ 606	$ 690

Leases - Additional Information

Leases - Additional Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Feb. 28, 2023
Lessee, Lease, Description [Line Items]
Lease terms and extending maturities	2032
Minimum lease payments under the lease	$ 51,249
Subsequent Event
Lessee, Lease, Description [Line Items]
Operating lease term of contract		124 months
Minimum lease payments under the lease		$ 34,500

Leases - Schedule of Condensed

Leases - Schedule of Condensed Consolidated Balance Sheets Related to Operating and Finance Leases (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Jan. 01, 2022
Assets and Liabilities, Lessee [Abstract]
Operating, Right-of-use assets	$ 12,736	$ 6,550
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration]	Other Assets, Noncurrent	Other Assets, Noncurrent
Finance, Right-of-use assets	$ 420	$ 48
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration]	Property, Plant and Equipment, Net	Property, Plant and Equipment, Net
Total right-of-use assets	$ 13,156	$ 6,598
Operating, Lease liabilities	$ 971	$ 166
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration]	Other Accrued Liabilities, Current	Other Accrued Liabilities, Current
Finance, Lease liabilities	$ 90	$ 14
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration]	Long-Term Debt, Current Maturities	Long-Term Debt, Current Maturities
Operating, Non-current liabilities	$ 19,426	$ 7,962
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration]	Other Liabilities, Noncurrent	Other Liabilities, Noncurrent
Finance, Non-current liabilities	$ 321	$ 39
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration]	Long-Term Debt, Excluding Current Maturities	Long-Term Debt, Excluding Current Maturities
Total lease liabilities	$ 20,808	$ 8,181

Leases - Schedule of Lease Cost

Leases - Schedule of Lease Cost (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($)
Leases [Abstract]
Operating lease cost	$ 6,463
Finance lease cost, Amortization of right-of-use assets	49
Finance lease cost, Interest on lease liabilities	16
Variable lease costs	915
Total lease cost	$ 7,443

Leases - Schedule of Cash Flows

Leases - Schedule of Cash Flows and Supplemental Information (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($)
Leases [Abstract]
Operating cash flows from operating leases	$ 391
Operating cash flows from finance leases	16
Financing cash flows from finance leases	44
Right-of-use assets obtained in exchange for operating lease liabilities	6,614
Right-of-use asset obtained in exchange for finance lease liabilities	$ 402

Leases - Schedule of Weighted-a

Leases - Schedule of Weighted-average Lease Term and Discount Rate for Operating and Finance Leases (Details)	Dec. 31, 2022
Leases [Abstract]
Operating leases, Weighted-average remaining lease term (years)	6 years 9 months 18 days
Finance leases, Weighted-average remaining lease term (years)	4 years 4 months 24 days
Operating leases, Weighted-average discount rate	30.27%
Finance leases, Weighted-average discount rate	6.61%

Leases - Schedule of Maturity A

Leases - Schedule of Maturity Analysis Related to Operating and Finance Leases (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Operating Leases
2023	$ 6,700
2024	7,185
2025	7,162
2026	7,205
2027	7,222
Thereafter	15,775
Total lease payments	51,249
Less interest	30,852
Total lease liabilities	20,397	$ 28,310
Finance Leases
2023	112
2024	103
2025	101
2026	99
2027	54
Total lease payments	469
Less interest	58
Total lease liabilities	$ 411	$ 53

Leases - Schedule of Maturity_2

Leases - Schedule of Maturity Analysis Related to Operating and Finance Leases ASC 840 (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Operating Leases
2022		$ 3,484
2023		4,865
2024		4,970
2025		4,928
2026		4,896
Thereafter		5,167
Total lease payments		28,310
Total lease liabilities	$ 20,397	$ 28,310
Operating Lease, Liability, Statement of Financial Position [Extensible Enumeration]		Other Accrued Liabilities, Current, Other Liabilities, Noncurrent
Finance Leases
2022		$ 21
2023		21
2024		11
2025		8
2026		7
Total lease payments		68
Less interest on finance leases		15
Total lease liabilities		$ 53
Finance Lease, Liability, Statement of Financial Position [Extensible Enumeration]		Long-Term Debt, Excluding Current Maturities