Cover Page
Cover Page | 6 Months Ended |
Jun. 30, 2023 | |
Document Information [Line Items] | |
Document Type | S-1 |
Amendment Flag | false |
Entity Registrant Name | SURF AIR MOBILITY INC. |
Entity Central Index Key | 0001936224 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Tax Identification Number | 36-5025592 |
Entity Address, Address Line One | 12111 S. Crenshaw Blvd |
Entity Address, City or Town | Hawthorne |
Entity Address, State or Province | CA |
Entity Address, Postal Zip Code | 90250 |
City Area Code | 424 |
Local Phone Number | 332-5480 |
Entity Incorporation, State or Country Code | DE |
Entity Primary SIC Number | 4522 |
Business Contact | |
Document Information [Line Items] | |
Entity Address, Address Line One | 330 N. Brand Boulevard |
Entity Address, Address Line Two | Suite 700 |
Entity Address, City or Town | Glendale |
Entity Address, State or Province | CA |
Entity Address, Postal Zip Code | 91203 |
City Area Code | 866 |
Local Phone Number | 539-8692 |
Unaudited Condensed Consolidate
Unaudited Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | |||
Cash | $ 2,269 | $ 6 | $ 719 |
Accounts receivable, net | 67 | 161 | 15 |
Prepaid expenses and other current assets | 7,733 | 7,755 | 1,201 |
Total current assets | 10,069 | 7,922 | 1,935 |
Restricted cash | 907 | 906 | 855 |
Property and equipment, net | 701 | 624 | 703 |
Operating lease right-of-use assets | 446 | 1,143 | 0 |
Intangible assets, net and other assets | 2,658 | 3,102 | 4,065 |
Finance lease right-of-use assets | 800 | ||
Total assets | 14,781 | 13,697 | 7,558 |
Current liabilities: | |||
Accounts payable | 13,106 | 12,891 | 14,042 |
Accrued expenses | 15,301 | 14,740 | 13,199 |
Deferred revenue | 8,394 | 7,820 | 5,162 |
Operating lease liabilities, current | 317 | 903 | 0 |
SAFE notes at fair value, current | 46,844 | 149 | 19 |
Term notes | 11,790 | ||
Convertible notes at fair value, current | 35,106 | 15,948 | 11,273 |
Total current liabilities | 131,767 | 57,398 | 55,575 |
Liabilities, Noncurrent [Abstract] | |||
Accrued salaries, wages and benefits | 1,666 | 1,486 | 476 |
Convertible notes at fair value, long term | 13,148 | 408 | |
SAFE notes at fair value, long term | 10,001 | 24,565 | 0 |
Operating lease liabilities | 135 | 246 | 0 |
Other long term liabilities | 18,546 | 9,762 | 5,909 |
Total liabilities | 160,449 | 105,119 | 61,892 |
Commitments and Contingencies | |||
Redeemable convertible preferred shares | 133,667 | 130,667 | 118,692 |
Shareholders' deficit | |||
Class B-6s convertible preferred shares, | 8,889 | 3,414 | 3,294 |
Common shares | 279 | 186 | |
Common shares | 1 | 1 | |
Additional paid-in capital | 128,707 | 126,335 | |
Additional paid-in capital | 126,057 | 100,971 | |
Accumulated deficit | (416,932) | (351,839) | (277,477) |
Total shareholders' deficit | (279,335) | (222,089) | (173,026) |
Total stockholders' equity (deficit) | (222,089) | (173,026) | |
Total liabilities, redeemable convertible preferred shares and shareholders' deficit | 14,781 | 13,697 | 7,558 |
Southern Airways Corporation | |||
Current assets: | |||
Cash | 1,067 | 1,402 | 5,710 |
Accounts receivable, net | 4,530 | 3,931 | 3,174 |
Prepaid expenses and other current assets | 4,825 | 5,545 | 2,509 |
Total current assets | 10,422 | 10,878 | 11,393 |
Property and equipment, net | 34,940 | 36,554 | 14,295 |
Operating lease right-of-use assets | 13,476 | 15,149 | |
Intangible assets, net and other assets | 155 | 0 | |
Finance lease right-of-use assets | 1,301 | 1,546 | |
Goodwill | 805 | 805 | |
Other assets | 3,446 | 3,283 | 3,091 |
Total assets | 64,545 | 68,215 | 28,779 |
Current liabilities: | |||
Accounts payable | 6,013 | 4,644 | 1,754 |
Deferred revenue | 7,570 | 6,260 | 4,513 |
Operating lease liabilities, current | 3,572 | 3,302 | |
Current maturities of long-term debt | 1,985 | 1,980 | 497 |
Finance lease liabilities | 142 | 134 | 129 |
Other current liabilities | 4,555 | 5,516 | 2,072 |
Total current liabilities | 29,400 | 27,510 | 11,917 |
Liabilities, Noncurrent [Abstract] | |||
Accrued salaries, wages and benefits | 2,773 | 2,549 | 1,936 |
Operating lease liabilities | 7,188 | 8,452 | |
Long-term debt, net of current maturities | 19,224 | 21,275 | 3,468 |
Long-term finance lease liabilities | 1,750 | 1,838 | 1,974 |
Other long term liabilities | 298 | 697 | 747 |
Total noncurrent liabilities | 36,039 | 38,479 | 10,878 |
Total liabilities | 65,439 | 65,989 | 22,795 |
Commitments and Contingencies | |||
Redeemable convertible preferred shares | 3,624 | 3,624 | 3,624 |
Shareholders' deficit | |||
Common shares | |||
Additional paid-in capital | 9,965 | 9,858 | 8,468 |
Accumulated deficit | (14,483) | (10,579) | (6,108) |
Total shareholders' deficit | (4,518) | (721) | 2,360 |
Noncontrolling interests | 0 | (677) | |
Total stockholders' equity (deficit) | (4,518) | (1,398) | 2,360 |
Total liabilities, redeemable convertible preferred shares and shareholders' deficit | 64,545 | 68,215 | 28,779 |
Related Party | |||
Current liabilities: | |||
Other current liabilities | 12,699 | 4,947 | 90 |
Related Party | Southern Airways Corporation | |||
Current liabilities: | |||
Operating lease liabilities, current | 1,772 | ||
Other current liabilities | 2,790 | 3,125 | 1,016 |
Liabilities, Noncurrent [Abstract] | |||
Operating lease liabilities | 2,606 | ||
Other long term liabilities | $ 7,579 | $ 6,217 | $ 4,689 |
Unaudited Condensed Consolida_2
Unaudited Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Temporary equity, Shares Authorized | 362,258,435 | 362,258,435 | |
Temporary equity, Shares Issued | 300,623,025 | 249,935,596 | |
Temporary equity, Shares Outstanding | 300,623,025 | 249,935,596 | |
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.001 |
Common stock, par value | $ 0.001 | ||
Common stock, shares authorized | 35,803,199 | 35,803,199 | 630,461,814 |
Common stock, shares authorized | 801,996,399 | ||
Common stock, shares issued | 13,417,826 | 12,487,438 | 185,959,043 |
Common stock, shares issued | 279,720,332 | ||
Common stock, shares outstanding | 13,417,826 | 12,487,438 | 185,959,043 |
Common stock, shares outstanding | 279,720,332 | ||
Southern Airways Corporation | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 |
Common stock, shares issued | 373,935 | 364,841 | 336,914 |
Common stock, shares outstanding | 373,935 | 364,841 | 336,914 |
Redeemable Convertible Preferred Shares | |||
Temporary equity, par value per share | $ 0.001 | $ 0.001 | $ 0.001 |
Temporary equity, Shares Authorized | 263,459,277 | 263,459,277 | 263,459,277 |
Temporary equity, Shares Issued | 234,856,003 | 229,144,283 | 179,329,073 |
Temporary equity, Shares Outstanding | 234,856,003 | 229,144,283 | 179,329,073 |
Temporary Equity, Liquidation Preference | $ 181,599 | $ 178,608 | $ 153,094 |
Redeemable Convertible Preferred Shares | Southern Airways Corporation | |||
Temporary equity, par value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Temporary equity, Shares Authorized | 162,589 | 162,589 | 162,589 |
Temporary equity, Shares Issued | 162,589 | 162,589 | 162,589 |
Temporary equity, Shares Outstanding | 162,589 | 162,589 | 162,589 |
Temporary Equity, Liquidation Preference | $ 7,332 | $ 7,092 | $ 6,627 |
Class B-6s Convertible Preferred Shares | |||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 108,242,028 | 98,799,158 | 98,799,158 |
Preferred stock, shares issued | 83,819,163 | 71,478,742 | 70,606,523 |
Preferred stock, shares outstanding | 83,819,163 | 71,478,742 | 70,606,523 |
Unaudited Condensed Consolida_3
Unaudited Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue | $ 6,195 | $ 4,478 | $ 11,702 | $ 9,296 | $ 20,274 | $ 11,798 |
Operating expenses: | ||||||
Cost of revenue, exclusive of depreciation and amortization | 7,049 | 5,948 | 13,699 | 11,268 | 24,824 | 14,495 |
Depreciation and amortization | 261 | 258 | 519 | 515 | 1,027 | 1,052 |
Technology and development | 816 | 716 | 1,629 | 1,458 | 3,289 | 2,964 |
Sales and marketing | 1,927 | 1,132 | 3,321 | 2,263 | 5,214 | 3,773 |
General and administrative | 9,296 | 9,479 | 17,736 | 18,077 | 36,824 | 22,864 |
Total operating expenses | 19,349 | 17,533 | 36,904 | 33,581 | 71,178 | 45,148 |
Operating loss | (13,154) | (13,055) | (25,202) | (24,285) | (50,904) | (33,350) |
Other income (expense): | ||||||
Changes in fair value of financial instruments carried at fair value, net | (30,404) | (9,378) | (38,500) | (10,304) | (27,711) | (76) |
Interest expense | (525) | (165) | (697) | (524) | (596) | (2,140) |
Gain (loss) on extinguishment of debt | (389) | 3,959 | (389) | 5,951 | 5,951 | 691 |
Other expense | (48) | (114) | (305) | (238) | (1,102) | (909) |
Total other income (expense), net | (31,366) | (5,698) | (39,891) | (5,115) | (23,458) | (2,434) |
Loss before income taxes | (44,520) | (18,753) | (65,093) | (29,400) | (74,362) | (35,784) |
Income tax expense (benefit) | 0 | 0 | ||||
Net loss | $ (44,520) | $ (18,753) | $ (65,093) | $ (29,400) | $ (74,362) | $ (35,784) |
Net loss per share applicable to ordinary shareholders, basic | $ (3.14) | $ (1.4) | $ (4.6) | $ (2.3) | $ (0.25) | $ (0.19) |
Net loss per share applicable to ordinary shareholders, diluted | $ (3.14) | $ (1.4) | $ (4.6) | $ (2.3) | $ (0.25) | $ (0.19) |
Weighted-average number of common shares used in net loss per share applicable to ordinary shareholders, basic | 14,168,091 | 13,427,098 | 14,138,856 | 12,759,876 | 302,006,679 | 192,372,698 |
Weighted-average number of common shares used in net loss per share applicable to ordinary shareholders, diluted | 14,168,091 | 13,427,098 | 14,138,856 | 12,759,876 | 302,006,679 | 192,372,698 |
Southern Airways Corporation | ||||||
Revenue | $ 22,387 | $ 19,636 | $ 45,061 | $ 36,355 | $ 80,716 | $ 57,679 |
Operating expenses: | ||||||
Maintenance, materials, and repairs | 1,690 | 1,369 | 3,763 | 2,467 | 5,430 | 3,033 |
Depreciation and amortization | 923 | 675 | 1,860 | 1,223 | 3,051 | 1,604 |
Aircraft fuel | 3,314 | 4,270 | 7,355 | 7,152 | 15,676 | 8,310 |
Airport-related expenses | 1,207 | 1,045 | 2,670 | 1,956 | 4,627 | 3,121 |
Aircraft Rental | 2,468 | 2,048 | 4,655 | 3,970 | 8,153 | 7,274 |
Salaries, wages and benefits | 8,664 | 7,196 | 17,117 | 13,023 | 29,006 | 21,202 |
Cares Act Expense | 0 | (11,092) | ||||
Other operating expenses | 5,407 | 4,311 | 10,795 | 8,361 | 18,785 | 12,467 |
Total operating expenses | 23,673 | 20,914 | 48,215 | 38,152 | 84,728 | 45,919 |
Operating loss | (1,286) | (1,278) | (3,154) | (1,797) | (4,012) | 11,760 |
Other income (expense): | ||||||
Interest expense | (785) | (347) | (1,451) | (529) | (1,764) | (744) |
Gain (loss) on extinguishment of debt | (37) | 0 | ||||
Other expense | 335 | (3) | 507 | (5) | 219 | 84 |
Total other income (expense), net | (450) | (350) | (944) | (534) | (1,545) | (660) |
Loss before income taxes | (1,736) | (1,628) | (4,098) | (2,331) | (5,557) | 11,100 |
Income tax expense (benefit) | 2 | (1) | 7 | (6) | (409) | 440 |
Net loss | (1,738) | (1,629) | (3,904) | (2,337) | (4,471) | 10,660 |
Net income (loss) including noncontrolling interests | (1,738) | (1,629) | (4,105) | (2,337) | (5,148) | 10,660 |
Net loss attributable to noncontrolling interests | $ 0 | $ 0 | $ (201) | $ 0 | $ (677) | $ 0 |
Unaudited Condensed Consolida_4
Unaudited Condensed Consolidated Statement of Changes in Redeemable Convertible Preferred Shares and Shareholders' Deficit - USD ($) $ in Thousands | Total | Common Shares | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Income | Redeemable Convertible Preferred Shares | Redeemable Convertible Preferred Shares Preferred Shares | Class B-6s Convertible Preferred Shares Preferred Shares | Term Debt | Term Debt Additional Paid-In Capital | Southern Airways Corporation | Southern Airways Corporation Common Shares | Southern Airways Corporation Additional Paid-In Capital | Southern Airways Corporation Accumulated Deficit | Southern Airways Corporation Total Stockholders' Equity (Deficit) Attributable to Common Shareholders | Southern Airways Corporation Noncontrolling Interests | Southern Airways Corporation Redeemable Convertible Preferred Shares | Southern Airways Corporation Redeemable Convertible Preferred Shares Preferred Shares |
Balance at Dec. 31, 2020 | $ 103,585 | $ 3,624 | ||||||||||||||||
Balance (in Shares) at Dec. 31, 2020 | 147,818,884 | 162,589 | ||||||||||||||||
Balance at Dec. 31, 2020 | $ (141,542) | $ 154 | $ 96,072 | $ (241,693) | $ 641 | $ 3,284 | $ (8,620) | $ 8,148 | $ (16,768) | $ (8,620) | ||||||||
Balance (in Shares) at Dec. 31, 2020 | 153,940,086 | 70,470,546 | 324,669 | |||||||||||||||
Release change in fair value due to instrument specific credit risk to earnings | (641) | (641) | ||||||||||||||||
Conversion of 2017 convertible note to Class B-5 redeemable convertible preferred shares | $ 355 | |||||||||||||||||
Conversion of 2017 convertible note to Class B-5 redeemable convertible preferred shares, (in Shares) | 3,649,587 | |||||||||||||||||
Conversion of 2017 convertible note to Class B-5 redeemable convertible preferred shares | (19) | (19) | ||||||||||||||||
Issuance of Class B-6a redeemable convertible preferred shares | $ 14,310 | |||||||||||||||||
Issuance of Class B-6a redeemable convertible preferred shares, (in Shares) | 27,026,046 | |||||||||||||||||
Conversion of promissory note into Class B-6a redeemable convertible preferred shares (in Shares) | 834,556 | |||||||||||||||||
Conversion of promissory note into Class B-6a redeemable convertible preferred shares | $ 442 | |||||||||||||||||
Issuance of common stock for acquisition (Makani Kai) | 100 | 100 | 100 | |||||||||||||||
Issuance of common stock for acquisition (Makani Kai) (in Shares) | 2,225 | |||||||||||||||||
Ordinary share warrants issued in 2017 convertible notes conversion | 33 | 33 | $ 758 | $ 758 | ||||||||||||||
Issuances of Class B-6s convertible preferred shares in exchange for outstanding payable | 10 | $ 10 | ||||||||||||||||
Issuances of Class B-6s convertible preferred shares in exchange for outstanding payable (in Shares) | 135,977 | |||||||||||||||||
RSPA and RSGA grants | 32 | $ 32 | ||||||||||||||||
RSPA and RSGA grants, (in Shares) | 32,008,957 | |||||||||||||||||
Capital contribution from convertible notes from related party | 943 | 943 | ||||||||||||||||
Exercise of share options | $ 1 | 1 | ||||||||||||||||
Exercise of share options, (in Shares) | 10,000 | 10,000 | ||||||||||||||||
Share-based compensation expense / Stock-based compensation | $ 3,183 | 3,183 | 220 | 220 | 220 | |||||||||||||
Share-based compensation expense / Stock-based compensation (in Shares) | 10,020 | |||||||||||||||||
Net income (loss) | (35,784) | (35,784) | 10,660 | |||||||||||||||
Net income (loss) | 10,660 | 10,660 | 10,660 | |||||||||||||||
Balance at Dec. 31, 2021 | $ 118,692 | $ 118,692 | 3,624 | $ 3,624 | ||||||||||||||
Balance (in Shares) at Dec. 31, 2021 | 249,935,596 | 179,329,073 | 179,329,073 | 162,589 | 162,589 | |||||||||||||
Balance at Dec. 31, 2021 | $ (173,026) | $ 186 | 100,971 | (277,477) | 0 | $ 3,294 | 2,360 | 8,468 | (6,108) | 2,360 | ||||||||
Balance at Dec. 31, 2021 | (173,026) | $ 1 | 101,156 | (277,477) | $ 3,294 | 2,360 | ||||||||||||
Balance (in Shares) at Dec. 31, 2021 | 8,301,692 | 70,606,523 | 336,914 | |||||||||||||||
Balance (in Shares) at Dec. 31, 2021 | 185,959,043 | |||||||||||||||||
Conversion of 2017 convertible note to Class B-5 redeemable convertible preferred shares | $ 441 | |||||||||||||||||
Conversion of 2017 convertible note to Class B-5 redeemable convertible preferred shares, (in Shares) | 6,215,365 | |||||||||||||||||
Reissuance of Class B-6a redeemable convertible preferred shares for Class B-6s convertible preferred shares | $ 10 | |||||||||||||||||
Reissuance of Class B-6a redeemable convertible preferred shares for Class B-6s convertible preferred shares, (in Shares) | 135,977 | |||||||||||||||||
Reissuance of Class B-6a redeemable convertible preferred shares for Class B-6s convertible preferred shares | (10) | $ (10) | ||||||||||||||||
Reissuance of Class B-6a redeemable convertible preferred shares for Class B-6s convertible preferred shares, (in Shares) | (135,977) | |||||||||||||||||
Conversion of convertible notes to Class B-6a redeemable convertible preferred shares | $ 3,484 | |||||||||||||||||
Conversion of convertible notes to Class B-6a redeemable convertible preferred shares, (in Shares) | 14,401,000 | |||||||||||||||||
Conversion of related party convertible note to Class B-6a redeemable convertible preferred shares | $ 6,333 | |||||||||||||||||
Conversion of related party convertible note to Class B-6a redeemable convertible preferred shares, (in Shares) | 22,313,779 | |||||||||||||||||
Issuance of Class B-6a redeemable convertible preferred shares | $ 250 | |||||||||||||||||
Issuance of Class B-6a redeemable convertible preferred shares, (in Shares) | 472,143 | |||||||||||||||||
Issuances of Class B-6a redeemable convertible preferred shares in exchange for outstanding payable | $ 307 | |||||||||||||||||
Issuances of Class B-6a redeemable convertible preferred shares in exchange for outstanding payable, (in Shares) | 4,107,647 | |||||||||||||||||
Conversion of debt to Class B-6s convertible preferred shares / Issuance of common shares to SkyWest for guarantee of debt | 385 | 255 | $ 130 | 1,104 | 1,104 | |||||||||||||
Conversion of debt to Class B-6s convertible preferred shares / Issuance of common shares to SkyWest for guarantee of debt, (in Shares) | 1,008,196 | 23,450 | ||||||||||||||||
Ordinary share warrants issued in 2017 convertible notes conversion | 38 | 38 | ||||||||||||||||
Issuance of ordinary warrants in exchange for advisory services | 567 | 567 | ||||||||||||||||
RSPA and RSGA grants | 135 | 135 | ||||||||||||||||
RSPA and RSGA grants, (in Shares) | 4,440,902 | |||||||||||||||||
Repurchase of RSPA | (6) | (6) | ||||||||||||||||
Repurchase of RSPA, (in Shares) | (275,992) | |||||||||||||||||
Capital contribution from convertible notes from related party | 2,025 | 2,025 | ||||||||||||||||
Issuance of related party SAFEs | 9,304 | 9,304 | ||||||||||||||||
Share-based compensation expense / Stock-based compensation | 9,892 | 9,892 | ||||||||||||||||
Net income (loss) | (29,400) | (29,400) | (2,337) | |||||||||||||||
Net income (loss) | (2,337) | (2,337) | ||||||||||||||||
Balance at Jun. 30, 2022 | $ 129,517 | $ 3,624 | ||||||||||||||||
Balance (in Shares) at Jun. 30, 2022 | 226,974,984 | 162,589 | ||||||||||||||||
Balance at Jun. 30, 2022 | 1,127 | 9,572 | (8,445) | |||||||||||||||
Balance at Jun. 30, 2022 | (180,096) | $ 1 | 123,366 | (306,877) | $ 3,414 | (2,676) | ||||||||||||
Balance (in Shares) at Jun. 30, 2022 | 12,466,602 | 71,478,742 | 360,364 | |||||||||||||||
Balance at Dec. 31, 2021 | $ 118,692 | $ 118,692 | 3,624 | $ 3,624 | ||||||||||||||
Balance (in Shares) at Dec. 31, 2021 | 249,935,596 | 179,329,073 | 179,329,073 | 162,589 | 162,589 | |||||||||||||
Balance at Dec. 31, 2021 | $ (173,026) | $ 1 | 101,156 | (277,477) | $ 3,294 | 2,360 | ||||||||||||
Balance at Dec. 31, 2021 | (173,026) | $ 186 | 100,971 | (277,477) | $ 0 | $ 3,294 | 2,360 | 8,468 | (6,108) | 2,360 | ||||||||
Balance (in Shares) at Dec. 31, 2021 | 8,301,692 | 70,606,523 | 336,914 | |||||||||||||||
Conversion of 2017 convertible note to Class B-5 redeemable convertible preferred shares | $ 441 | |||||||||||||||||
Conversion of 2017 convertible note to Class B-5 redeemable convertible preferred shares, (in Shares) | 6,215,365 | |||||||||||||||||
Reissuance of Class B-6a redeemable convertible preferred shares for Class B-6s convertible preferred shares | $ 10 | |||||||||||||||||
Reissuance of Class B-6a redeemable convertible preferred shares for Class B-6s convertible preferred shares, (in Shares) | 135,977 | |||||||||||||||||
Reissuance of Class B-6a redeemable convertible preferred shares for Class B-6s convertible preferred shares | (10) | $ (10) | ||||||||||||||||
Reissuance of Class B-6a redeemable convertible preferred shares for Class B-6s convertible preferred shares, (in Shares) | (135,977) | |||||||||||||||||
Conversion of convertible notes to Class B-6a redeemable convertible preferred shares | $ 3,484 | |||||||||||||||||
Conversion of convertible notes to Class B-6a redeemable convertible preferred shares, (in Shares) | 14,398,441 | |||||||||||||||||
Conversion of related party convertible note to Class B-6a redeemable convertible preferred shares | $ 6,333 | |||||||||||||||||
Conversion of related party convertible note to Class B-6a redeemable convertible preferred shares, (in Shares) | 22,313,779 | |||||||||||||||||
Issuance of Class B-6a redeemable convertible preferred shares | $ 1,400 | |||||||||||||||||
Issuance of Class B-6a redeemable convertible preferred shares, (in Shares) | 2,644,001 | |||||||||||||||||
Issuances of Class B-6a redeemable convertible preferred shares in exchange for outstanding payable | $ 307 | |||||||||||||||||
Issuances of Class B-6a redeemable convertible preferred shares in exchange for outstanding payable, (in Shares) | 4,107,647 | |||||||||||||||||
Issuances of Class B-6a redeemable convertible preferred shares in exchange for outstanding payable | 255 | 255 | ||||||||||||||||
Conversion of debt to Class B-6s convertible preferred shares / Issuance of common shares to SkyWest for guarantee of debt | 130 | $ 130 | 1,290 | 1,290 | 1,290 | |||||||||||||
Conversion of debt to Class B-6s convertible preferred shares / Issuance of common shares to SkyWest for guarantee of debt, (in Shares) | 1,008,196 | 27,155 | ||||||||||||||||
Issuance of common stock for acquisition (Makani Kai) | 100 | 100 | 100 | |||||||||||||||
Issuance of common stock for acquisition (Makani Kai) (in Shares) | 772 | |||||||||||||||||
Ordinary share warrants issued in 2017 convertible notes conversion | 38 | 38 | ||||||||||||||||
Issuance of ordinary warrants in exchange for advisory services | 567 | 567 | ||||||||||||||||
RSPA and RSGA grants | 212 | $ 99 | 113 | |||||||||||||||
RSPA and RSGA grants, (in Shares) | 99,771,818 | |||||||||||||||||
Repurchase of RSPA | (6) | $ (6) | ||||||||||||||||
Repurchase of RSPA, (in Shares) | (6,182,259) | |||||||||||||||||
Capital contribution from convertible notes from related party | 2,024 | 2,024 | ||||||||||||||||
Issuance of related party SAFEs | 9,723 | 9,723 | ||||||||||||||||
Exercise of share options | $ 7 | 7 | ||||||||||||||||
Exercise of share options, (in Shares) | 171,730 | 171,730 | ||||||||||||||||
Share-based compensation expense / Stock-based compensation | $ 12,359 | 12,359 | ||||||||||||||||
Net income (loss) | (74,362) | (74,362) | (4,471) | $ (677) | ||||||||||||||
Net income (loss) | (5,148) | (4,471) | (4,471) | |||||||||||||||
Balance at Dec. 31, 2022 | $ 130,667 | $ 130,667 | 3,624 | $ 3,624 | ||||||||||||||
Balance (in Shares) at Dec. 31, 2022 | 300,623,025 | 229,144,283 | 229,144,283 | 162,589 | 162,589 | |||||||||||||
Balance at Dec. 31, 2022 | $ (222,089) | $ 279 | 126,057 | (351,839) | $ 3,414 | (1,398) | 9,858 | (10,579) | (721) | (677) | ||||||||
Balance at Dec. 31, 2022 | (222,089) | $ 1 | 126,335 | (351,839) | $ 3,414 | (721) | ||||||||||||
Balance (in Shares) at Dec. 31, 2022 | 12,487,438 | 71,478,742 | 364,841 | |||||||||||||||
Balance (in Shares) at Dec. 31, 2022 | 279,720,332 | |||||||||||||||||
Balance at Mar. 31, 2022 | $ 119,901 | $ 3,624 | ||||||||||||||||
Balance (in Shares) at Mar. 31, 2022 | 193,093,065 | 162,589 | ||||||||||||||||
Balance at Mar. 31, 2022 | (176,879) | $ 1 | 107,936 | (288,124) | $ 3,308 | |||||||||||||
Balance at Mar. 31, 2022 | 1,652 | 8,468 | (6,816) | |||||||||||||||
Balance (in Shares) at Mar. 31, 2022 | 10,983,545 | 70,913,021 | 336,914 | |||||||||||||||
Conversion of convertible notes to Class B-6a redeemable convertible preferred shares | $ 3,484 | |||||||||||||||||
Conversion of convertible notes to Class B-6a redeemable convertible preferred shares, (in Shares) | 14,401,000 | |||||||||||||||||
Conversion of related party convertible note to Class B-6a redeemable convertible preferred shares | $ 6,132 | |||||||||||||||||
Conversion of related party convertible note to Class B-6a redeemable convertible preferred shares, (in Shares) | 19,480,919 | |||||||||||||||||
Conversion of debt to Class B-6s convertible preferred shares / Issuance of common shares to SkyWest for guarantee of debt | 300 | 194 | $ 106 | 1,104 | 1,104 | |||||||||||||
Conversion of debt to Class B-6s convertible preferred shares / Issuance of common shares to SkyWest for guarantee of debt, (in Shares) | 565,721 | 23,450 | ||||||||||||||||
Issuance of ordinary warrants in exchange for advisory services | 567 | 567 | ||||||||||||||||
RSPA and RSGA grants | 49 | 49 | ||||||||||||||||
RSPA and RSGA grants, (in Shares) | 1,759,049 | |||||||||||||||||
Repurchase of RSPA | (6) | (6) | ||||||||||||||||
Repurchase of RSPA, (in Shares) | (275,992) | |||||||||||||||||
Capital contribution from convertible notes from related party | 99 | 99 | ||||||||||||||||
Issuance of related party SAFEs | 9,304 | 9,304 | ||||||||||||||||
Share-based compensation expense / Stock-based compensation | 5,223 | 5,223 | ||||||||||||||||
Net income (loss) | (18,753) | (18,753) | (1,629) | (1,629) | ||||||||||||||
Balance at Jun. 30, 2022 | $ 129,517 | $ 3,624 | ||||||||||||||||
Balance (in Shares) at Jun. 30, 2022 | 226,974,984 | 162,589 | ||||||||||||||||
Balance at Jun. 30, 2022 | 1,127 | 9,572 | (8,445) | |||||||||||||||
Balance at Jun. 30, 2022 | (180,096) | $ 1 | 123,366 | (306,877) | $ 3,414 | (2,676) | ||||||||||||
Balance (in Shares) at Jun. 30, 2022 | 12,466,602 | 71,478,742 | 360,364 | |||||||||||||||
Balance at Dec. 31, 2022 | $ 130,667 | $ 130,667 | 3,624 | $ 3,624 | ||||||||||||||
Balance (in Shares) at Dec. 31, 2022 | 300,623,025 | 229,144,283 | 229,144,283 | 162,589 | 162,589 | |||||||||||||
Balance at Dec. 31, 2022 | $ (222,089) | $ 1 | 126,335 | (351,839) | $ 3,414 | (721) | ||||||||||||
Balance at Dec. 31, 2022 | (222,089) | $ 279 | 126,057 | (351,839) | $ 3,414 | (1,398) | 9,858 | (10,579) | (721) | (677) | ||||||||
Balance (in Shares) at Dec. 31, 2022 | 12,487,438 | 71,478,742 | 364,841 | |||||||||||||||
Issuance of Class B-6a redeemable convertible preferred shares | $ 3,000 | |||||||||||||||||
Issuance of Class B-6a redeemable convertible preferred shares, (in Shares) | 5,711,720 | |||||||||||||||||
Conversion of debt to Class B-6s convertible preferred shares / Issuance of common shares to SkyWest for guarantee of debt | 202 | $ 202 | ||||||||||||||||
Conversion of debt to Class B-6s convertible preferred shares / Issuance of common shares to SkyWest for guarantee of debt, (in Shares) | 486,402 | |||||||||||||||||
Conversion of related party promissory note to Class B-6s convertible preferred shares | 5,260 | 842 | $ 4,418 | |||||||||||||||
Conversion of related party promissory note to Class B-6s convertible preferred shares, (in Shares) | 9,932,241 | |||||||||||||||||
Exercise of warrants | 107 | 107 | 107 | |||||||||||||||
Exercise of warrants, (in Shares) | 905,081 | 9,094 | ||||||||||||||||
Elimination of non-controlling interest in deconsolidated subsidiary | 878 | 878 | ||||||||||||||||
Issuance of related party SAFEs | (444) | (444) | ||||||||||||||||
Exercise of share options | $ 31 | 31 | ||||||||||||||||
Exercise of share options, (in Shares) | 25,307 | 25,307 | ||||||||||||||||
Issuance of Class B-6s to service providers | $ 855 | $ 855 | ||||||||||||||||
Issuance of Class B-6s to service providers, (in Shares) | 1,921,778 | |||||||||||||||||
Share-based compensation expense / Stock-based compensation | 1,943 | 1,943 | ||||||||||||||||
Net income (loss) | (65,093) | (65,093) | (3,904) | |||||||||||||||
Net income (loss) | (4,105) | (3,904) | (3,904) | (201) | ||||||||||||||
Balance at Jun. 30, 2023 | 133,667 | $ 133,667 | 3,624 | $ 3,624 | ||||||||||||||
Balance (in Shares) at Jun. 30, 2023 | 234,856,003 | 234,856,003 | 162,589 | 162,589 | ||||||||||||||
Balance at Jun. 30, 2023 | (4,518) | 9,965 | (14,483) | (4,518) | ||||||||||||||
Balance at Jun. 30, 2023 | (279,335) | $ 1 | 128,707 | (416,932) | $ 8,889 | (4,518) | ||||||||||||
Balance (in Shares) at Jun. 30, 2023 | 13,417,826 | 83,819,163 | 373,935 | |||||||||||||||
Balance at Mar. 31, 2023 | $ 130,667 | $ 3,624 | ||||||||||||||||
Balance (in Shares) at Mar. 31, 2023 | 229,144,283 | 162,589 | ||||||||||||||||
Balance at Mar. 31, 2023 | (241,518) | $ 1 | 127,479 | (372,412) | $ 3,414 | |||||||||||||
Balance at Mar. 31, 2023 | (3,658) | 9,965 | (12,745) | (2,780) | (878) | |||||||||||||
Balance (in Shares) at Mar. 31, 2023 | 12,487,438 | 71,478,742 | 373,935 | |||||||||||||||
Issuance of Class B-6a redeemable convertible preferred shares | $ 3,000 | |||||||||||||||||
Issuance of Class B-6a redeemable convertible preferred shares, (in Shares) | 5,711,720 | |||||||||||||||||
Conversion of debt to Class B-6s convertible preferred shares / Issuance of common shares to SkyWest for guarantee of debt | 202 | $ 202 | ||||||||||||||||
Conversion of debt to Class B-6s convertible preferred shares / Issuance of common shares to SkyWest for guarantee of debt, (in Shares) | 486,402 | |||||||||||||||||
Conversion of related party promissory note to Class B-6s convertible preferred shares | 5,260 | 842 | $ 4,418 | |||||||||||||||
Conversion of related party promissory note to Class B-6s convertible preferred shares, (in Shares) | 9,932,241 | |||||||||||||||||
Exercise of warrants, (in Shares) | 905,081 | |||||||||||||||||
Elimination of non-controlling interest in deconsolidated subsidiary | 878 | $ 878 | ||||||||||||||||
Issuance of related party SAFEs | (444) | (444) | ||||||||||||||||
Exercise of share options | 31 | 31 | ||||||||||||||||
Exercise of share options, (in Shares) | 25,307 | |||||||||||||||||
Issuance of Class B-6s to service providers | 855 | $ 855 | ||||||||||||||||
Issuance of Class B-6s to service providers, (in Shares) | 1,921,778 | |||||||||||||||||
Share-based compensation expense / Stock-based compensation | 799 | 799 | ||||||||||||||||
Net income (loss) | (44,520) | (44,520) | (1,738) | (1,738) | (1,738) | |||||||||||||
Balance at Jun. 30, 2023 | 133,667 | $ 133,667 | 3,624 | $ 3,624 | ||||||||||||||
Balance (in Shares) at Jun. 30, 2023 | 234,856,003 | 234,856,003 | 162,589 | 162,589 | ||||||||||||||
Balance at Jun. 30, 2023 | (4,518) | $ 9,965 | $ (14,483) | $ (4,518) | ||||||||||||||
Balance at Jun. 30, 2023 | $ (279,335) | $ 1 | $ 128,707 | $ (416,932) | $ 8,889 | $ (4,518) | ||||||||||||
Balance (in Shares) at Jun. 30, 2023 | 13,417,826 | 83,819,163 | 373,935 |
Unaudited Condensed Consolida_5
Unaudited Condensed Consolidated Statement of Changes in Redeemable Convertible Preferred Shares and Shareholders' Deficit (Parenthetical) - $ / shares | Jun. 30, 2023 | Dec. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 |
Common stock par value per share | $ 0.0001 | $ 0.0001 | $ 0.001 | |
Southern Airways Corporation | ||||
Common stock par value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Unaudited Condensed Consolida_6
Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities: | ||||
Net loss | $ (65,093) | $ (29,400) | $ (74,362) | $ (35,784) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Depreciation and amortization | 519 | 515 | 1,027 | 1,052 |
Loss (gain) on extinguishment of debt | 389 | (5,951) | (5,951) | (691) |
Decrease in allowance for doubtful accounts | (141) | |||
Share-based compensation expense | 2,798 | 9,991 | 12,452 | 3,191 |
Changes in fair value of financial instruments carried at fair value, net | 38,500 | 10,266 | 27,711 | 77 |
Amortization of debt discounts and debt issuance costs | 42 | 46 | ||
Loss on disposal of assets | 117 | |||
Changes in operating assets and liabilities: | ||||
Accounts receivable, net | 94 | 8 | (146) | 287 |
Prepaid expenses and other current assets | 170 | (562) | 173 | (388) |
Other assets | 1 | |||
Accounts payable | 472 | (1,249) | 1,336 | 2,951 |
Due to a related party | (31) | |||
Accrued expenses | 568 | 177 | 5,736 | 2,888 |
Deferred revenue | 961 | 710 | 3,950 | 2,083 |
Other liabilities | 1 | (9) | 458 | |
Cash flows used in operating activities | (20,622) | (15,452) | (28,037) | (23,930) |
Cash flows from investing activities: | ||||
Purchase of property and equipment | (203) | (99) | (137) | |
Internal-use software development costs | (97) | (6) | (199) | (124) |
Net cash used in investing activities | (300) | (6) | (298) | (261) |
Cash flows from financing activities: | ||||
Payments of borrowings on convertible notes | (35) | (5) | ||
Proceeds from borrowings of SAFE notes | 3,715 | 14,100 | 15,100 | 3,500 |
Proceeds from borrowings on convertible notes | 4,000 | 4,000 | ||
Proceeds from borrowings from related parties | 16,477 | 2,250 | 7,106 | |
Proceeds from the issuance of Class B-6a redeemable convertible preferred shares | 3,000 | 250 | 1,400 | 14,752 |
Proceeds from exercise of share options | 29 | 32 | 72 | 1 |
Net cash provided by financing activities | 23,186 | 20,632 | 27,673 | 18,253 |
Increase (decrease) in cash, cash equivalents and restricted cash | 2,264 | 5,174 | (662) | (5,938) |
Cash, cash equivalents and restricted cash at beginning of period | 912 | 1,574 | 1,574 | 7,512 |
Cash, cash equivalents and restricted cash at end of period | 3,176 | 6,748 | 912 | 1,574 |
Supplemental schedule of non-cash investing and financing activities: | ||||
Issuance of SAFE notes | 4,354 | 6,417 | ||
Issuance of SAFE for future services | 6,416 | |||
Issuance of Class B-6a redeemable convertible preferred shares for outstanding payables | 255 | |||
Conversion of convertible securities to Class B-6a redeemable convertible preferred shares | 9,816 | 9,816 | ||
Issuance of Class B-6s convertible preferred shares in exchange for outstanding payables | 258 | 10 | ||
Issuances of Class B-6a redeemable convertible preferred shares in exchange for outstanding payable | 286 | 307 | 75 | |
Conversion of promissory notes to Class B-6s convertible preferred shares | 4,418 | 441 | 368 | |
Exercise of ordinary warrants | 20 | |||
Issuance of ordinary warrants | 758 | |||
Right-of-use assets obtained in exchange for new operating lease liabilities | 621 | 1,800 | ||
Purchases of property and equipment included in accounts payable | 17 | 96 | 61 | 206 |
Southern Airways Corporation | ||||
Cash flows from operating activities: | ||||
Net loss | (3,904) | (2,337) | (4,471) | 10,660 |
Net income (loss) including noncontrolling interests | (4,105) | (2,337) | (5,148) | 10,660 |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Depreciation and amortization | 1,860 | 1,223 | 3,051 | 1,604 |
Loss (gain) on extinguishment of debt | 37 | 0 | ||
Share-based compensation expense | 0 | 220 | ||
Noncash operating lease expense | 2,365 | 1,648 | 3,768 | 0 |
(Gain on sale of assets) Loss on disposal of assets | (342) | 5 | ||
Amortization of debt discount | 220 | 78 | ||
Other, net | (22) | (23) | 166 | (41) |
Changes in operating assets and liabilities: | ||||
Accounts receivable, net | (600) | (139) | (752) | (354) |
Prepaid expenses and other current assets | 510 | (689) | (2,854) | (1,011) |
Other assets | (170) | (447) | (679) | (825) |
Accounts payable | 1,177 | 1,353 | 2,610 | (67) |
Due to a related party | (398) | (487) | 309 | (533) |
Deferred revenue | 1,311 | 2,079 | 1,619 | 1,892 |
Other liabilities | (1,474) | (219) | 3,165 | 353 |
Accrued salaries, wages, and benefits | 289 | 203 | 613 | 627 |
Operating lease liabilities | (2,554) | (1,821) | (4,116) | 0 |
CARES Act liability | (1,500) | |||
Cash flows used in operating activities | (1,933) | 427 | 1,789 | 11,025 |
Cash flows from investing activities: | ||||
Purchase of property and equipment | (1,142) | (13,492) | (18,979) | (6,381) |
Proceeds from sale of fixed assets | 1,402 | 1 | 0 | 114 |
Acquisition of MUA, net of cash acquired | 0 | (4,164) | (4,163) | 0 |
Net cash used in investing activities | 260 | (17,655) | (23,142) | (6,267) |
Cash flows from financing activities: | ||||
Proceeds from borrowings from related parties | 2,700 | 0 | ||
Proceeds from collateralized borrowings, net of repayment | 1,284 | 0 | 1,316 | 0 |
Proceeds from borrowings of long-term debt, net of closing costs | 0 | 16,932 | 19,747 | 0 |
Proceeds from Marianas Pacific Express, LLC – other liabilities | 0 | 1,000 | ||
Principal payments on long-term debt | (2,266) | (2,168) | (3,188) | (409) |
Principal payments on long-term debt – related parties | (407) | (347) | (699) | (450) |
Repayment of finance or capital lease obligations | (80) | (64) | (131) | (262) |
Proceeds from Warrant Exercises | 107 | 0 | ||
Net cash provided by financing activities | 1,338 | 15,353 | 17,045 | (1,121) |
Increase (decrease) in cash, cash equivalents and restricted cash | (335) | (1,875) | (4,308) | 3,637 |
Cash, cash equivalents and restricted cash at beginning of period | 1,402 | 5,710 | 5,710 | 2,073 |
Cash, cash equivalents and restricted cash at end of period | 1,067 | 3,835 | 1,402 | 5,710 |
Supplemental Cash Flow Information [Abstract] | ||||
Cash paid for interest | 1,476 | 500 | 1,650 | 696 |
Cash paid for income taxes, net of refunds | 11 | 408 | 418 | 0 |
Supplemental schedule of non-cash investing and financing activities: | ||||
Right-of-use assets obtained in exchange for new operating lease liabilities | 691 | 0 | 8,968 | |
Purchases of property and equipment included in accounts payable | 267 | 0 | 202 | 0 |
Common shares issued to related party for guarantee of debt financing | 0 | 1,104 | 1,290 | 0 |
Common shares issued to related party for non-compete agreement | 1,806 | 100 | 100 | |
Property and equipment purchased through debt financing from seller | 0 | 3,782 | 305 | |
Derecognition of right-of-use assets and liabilities upon lease termination | 0 | (1,224) | (1,224) | 0 |
Right-of-use assets obtained in exchange for new operating lease liabilities | 0 | 2,408 | 8,968 | 0 |
Payment of other liabilities as part of sale of fixed assets | $ 0 | $ 69 | ||
Prepaid used for capitalized software development | $ 164 | $ 0 |
Description of Business
Description of Business | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Description of Business [Line Items] | ||
Description of Business | Note 1. Description of Business Organization Surf Air Global Limited is a British Virgin Islands holding company and was formed on August 15, 2016. Surf Air Global Limited is a technology-enabled regional air travel network, offering daily scheduled flights and on-demand Internal Reorganization On July 21, 2023, as contemplated by the Agreement and Plan of Merger and defined as the “Internal Organization” in the final prospectus and registration statement, dated July 25, 2023 (the “Registration Statement”) and filed on July 25, 2023 with the Securities and Exchange Commission (the “SEC”), SAGL Merger Sub Inc., a wholly-owned subsidiary of Surf Air Mobility (“SAM” or “the Registrant”), was merged with and into Surf Air Global Limited (“Surf Air”), after which Surf Air became a wholly-owned subsidiary of SAM (the “Internal Reorganization”). Pursuant to the Internal Reorganization, all ordinary shares of Surf Air outstanding as of immediately prior to the closing, were canceled in exchange for the right to receive shares of SAM Common Stock and all rights to receive ordinary shares of Surf Air (after giving effect to the conversions) were exchanged for shares of SAM Common Stock (or warrants, options or RSUs to acquire SAM Common Stock, as applicable) at a ratio of 22.4 Surf Air shares to 1 share of SAM Common Stock. Such conversions, as they relate to the ordinary shares of Surf Air, and all rights to receive ordinary shares, have been reflected as of all periods presented herein. On July 25, 2023, SAM’s Registration Statement on Form S-1 Form S-4 Liquidity and Going Concern The Company has incurred losses from operations, negative cash flows from operating activities and has a working capital deficit. In addition, the Company is currently in default of certain excise and property taxes as well as certain debt obligations. These tax and debt obligations are classified as current liabilities on the Company’s balance sheet as of June 30, 2023. As discussed in Note 7, Commitments and Contingencies Equity with Token allocation (“SAFE-T”) Financing Arrangements SAFE-T In 2019, in connection with certain past due rental and maintenance payments under its aircraft leases totaling in aggregate approximately $5.0 million, which is accrued for at June 30, 2023 and December 31, 2022 as Other long term liabilities, the Company entered into a payment plan pursuant to which all repayments of the past due amounts are deferred until such time as the Company receives at least $30.0 million in aggregate funds in connection with any capital contribution, at which time it is required to repay $1.0 million of such past due payments, with the eventual full repayment of the remaining amounts being required upon the receipt of at least $50.0 million in capital contributions. The accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern. The going concern assumption contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The airline industry and the Company’s operations are cyclical and highly competitive. The Company’s success is largely dependent on the ability to raise debt and equity capital, increase its membership base, increase passenger loads, and continue to expand into regions profitably throughout the United States. The Company’s prospects and ongoing business activities are subject to the risks and uncertainties frequently encountered by companies in new and rapidly evolving markets. Risks and uncertainties that could materially and adversely affect the Company’s business, results of operations or financial condition include, but are not limited to the ability to raise additional capital (or financing) to fund operating losses, refinance its current outstanding debt, sustain ongoing operations, the ability to attract and maintain members, the ability to integrate, manage and grow recent acquisitions and new business initiatives, obtain and maintain relevant regulatory approvals, and the ability to measure and manage risks inherent to the business model. In addition to the risks and uncertainties associated with the Company’s emerging business model, there continues to be a worldwide impact from the COVID-19 COVID-19 COVID-19 COVID-19 Financing Arrangements As of June 30, 2023, the Company has funded its operations and capital needs primarily through the net proceeds received from the issuance of various debt instruments, convertible securities, related party funding, and preferred and common share financing arrangements. Subsequent to June 30, 2023, the Company received $8 million under the PFG Convertible Note Purchase Agreement and $25 million from the GEM Purchase. The Company continues to evaluate strategies to obtain additional funding for future operations. These strategies may include, but are not limited to, obtaining additional equity financing, issuing additional debt or entering into other financing arrangements, restructuring of operations to grow revenues and decrease expenses. There can be no assurance that the Company will be successful in achieving its strategic plans, that new financing will be available to the Company in a timely manner or on acceptable terms, if at all. If the Company is unable to raise sufficient financing when needed or events or circumstances occur such that the Company does not meet its strategic plans, the Company will be required to take additional measures to conserve liquidity, which could include, but not necessarily limited to, reducing certain spending, altering or scaling back development plans, including plans to equip regional airline operations with hybrid electric aircraft and reducing funding of capital expenditures, which would have a material adverse effect on the Company’s financial position, results of operations, cash flows, and ability to achieve its intended business objectives. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying condensed consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty. | Note 1. Description of Business Organization Surf Air Global Limited is a British Virgin Islands holding company and was formed on August 15, 2016. Surf Air Global Limited, together with its consolidated subsidiaries are collectively referred to hereafter as “Surf Air” or the “Company”. Surf Air is a technology-enabled regional air travel network, offering daily scheduled flights and on-demand Segment and Geographic Information The Company operates as a single operating and reportable segment. The Company’s Chief Executive Officer is the Chief Operating Decision Maker (“CODM”). The CODM reviews financial information presented on a consolidated basis for purposes of assessing financial performance and allocating resources. Liquidity and Going Concern The Company has incurred losses from operations, negative cash flows from operating activities and has a working capital deficit. In addition, the Company is currently in default of certain excise and property taxes as well as certain debt obligations. These tax and debt obligations are classified as current liabilities on the Company’s balance sheet as of December 31, 2022 and 2021. As discussed in Note 11, Commitments and Contingencies In 2019, in connection with certain past due rental and maintenance payments under its aircraft leases totaling in aggregate approximately $5.0 million, which is accrued for at December 31, 2022 and 2021 as Other Long term liabilities, the Company entered into a payment plan pursuant to which all repayments of the past due amounts are deferred until such time as the Company receives at least $30 million in aggregate funds in connection with any capital contribution, at which time it is required to repay $1.0 million of such past due payments, with the eventual full repayment of the remaining amounts being required upon the receipt of at least $50.0 million in capital contributions. As of December 31, 2022, the Company was also in default of the principal payment related to the 2020 Convertible Note and a Simple Agreements for Future Equity with Token allocation (“SAFE-T”) Financing Arrangements SAFE-T The airline industry and the Company’s operations are cyclical and highly competitive. The Company’s success is largely dependent on the ability to raise debt and equity capital, increase its membership base increase passenger loads, and continue to expand into regions profitably throughout the United States. The Company’s prospects and ongoing business activities are subject to the risks and uncertainties frequently encountered by companies in new and rapidly evolving markets. Risks and uncertainties that could materially and adversely affect the Company’s business, results of operations or financial condition include, but are not limited to the ability to raise additional capital (or financing) to fund operating losses, refinance its current outstanding debt, sustain ongoing operations, the ability to attract and maintain members, the ability to integrate, manage and grow recent acquisitions and new business initiatives, obtain and maintain relevant regulatory approvals, and the ability to measure and manage risks inherent to the business model. In addition to the risks and uncertainties associated with the Company’s emerging business model, there continues to be a worldwide impact from the COVID-19 COVID-19 COVID-19 COVID-19 Financing Arrangements Term Notes The Company has funded its operations and capital needs primarily through the net proceeds received from the issuance of various debt instruments, convertible securities and preferred and common share financing arrangements. The Company is evaluating strategies to obtain the additional funding for future operations. These strategies may include, but are not limited to, obtaining additional equity financing, issuing additional debt or entering into other financing arrangements, restructuring of operations to grow revenues and decrease expenses. There can be no assurance that the Company will be successful in achieving its strategic plans, that new financing will be available to the Company in a timely manner or on acceptable terms, if at all. If the Company is unable to raise sufficient financing when needed or events or circumstances occur such that the Company does not meet its strategic plans, the Company will be required to take additional measures to conserve liquidity, which could include, but not necessarily limited to, reducing certain spending, altering or scaling back development plans, including plans to equip regional airline operations with hybrid electric aircraft and reducing funding of capital expenditures, which would have a material adverse effect on the Company’s financial position, results of operations, cash flows, and ability to achieve its intended business objectives. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty. |
Southern Airways Corporation | ||
Description of Business [Line Items] | ||
Description of Business | Note 1. Description of Business Southern Airways Corporation (“SAC”) is a Delaware Corporation that was founded on April 5, 2013, and its wholly owned subsidiaries Southern Airways Express, LLC (“SAE”), Southern Airways Pacific (“SAP”), Southern Airways Autos, LLC (“SAA”), Multi-Aero Inc. (“MUA”), and its consolidated variable interest entity Mariana Southern Airways LLC (“Marianas”) until Marianas was deconsolidated in the second quarter of 2023, are collectively referred to hereafter as “Southern” or “the Company”. As of July 27, 2023, Surf Air Mobility Inc. (“SAM”) completed its acquisition of the Company (See Note 17, Subsequent Events Nature of Operations Southern is a scheduled service commuter airline serving cities across the United States that is headquartered in Palm Beach, Florida and commenced flight operations in June 2013. It is a certified Part 135 operator which operates a fleet of over 50 aircraft, including the Cessna Caravan, the Cessna Grand Caravan, the King Air Super 200, the Saab 340, the Pilatus PC-12, Mid-Atlantic Joint Venture Going Concern, Liquidity and Capital Resources The accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern. The As of June 30, 2023, the Company had approximately $1.0 million in cash. The Company continued to incur operating losses and negative cash flows from operating activities for the six months ended June 30, 2023 due to inefficient aircraft utilization, primarily caused by an underutilization of pilots and a shortage of maintenance personnel and critical aircraft components, which, in aggregate, have challenged the Company’s ability to serve its customers as desired and, in turn, cover expenses. Although the Company continues to focus on mitigating these challenges, they are expected to continue to impact financial results in the coming months. The Company’s success going forward is dependent on the ability to achieve a high level of aircraft and crew utilization, increase flight services and the number of passengers flown, and ready access to capital to fund operations and planned growth. As of July 27, 2023, Surf Air Mobility Inc. (“SAM”) completed its acquisition of the Company, which provided additional liquidity for the combined companies (See Note 17, Subsequent Events In addition to continued actions to reduce costs, and effectively utilize assets and crews, the Company is evaluating strategies to obtain additional funding for future operations. These strategies may include, but are not limited to, obtaining additional equity financing, issuing additional debt or entering into other financing arrangements, and restructuring of operations to efficiently utilize aircraft and pilots, grow revenues and decrease expenses. There can be no assurance that the Company will be successful in achieving its strategic plans, that new financing will be available to the Company in a timely manner or on acceptable terms, if at all. If the Company is unable to raise sufficient financing when needed or events or circumstances occur such that the Company does not meet its strategic plans, the Company may be required to take additional measures to enhance, conserve and increase liquidity, which could include, but not necessarily limited to, increasing ticket prices, additional reductions to spending, selling of aircraft, altering or scaling back operational footprint, which may have a material adverse effect on the Company’s financial position, results of operations, cash flows, and ability to achieve its intended business objectives. These factors raise substantial doubt about the Company’s ability to continue as | Note 1. Description of Business Southern Airways Corporation (“SAC”) is a Delaware Corporation that was founded on April 5, 2013, and its wholly owned subsidiaries Southern Airways Express, LLC (“SAE”), Southern Airways Pacific (“SAP”), Southern Airways Autos, LLC (“SAA”), Multi-Aero Inc. (“MUA”), and its consolidated variable interest entity Mariana Southern Airways LLC (“Marianas”), are collectively referred to hereafter as “Southern” or “the Company”. Nature of Operations Southern is a scheduled service commuter airline serving cities across the United States that is headquartered in Palm Beach, Florida and commenced flight operations in June 2013. It is a certified Part 135 operator which operates a fleet of over 50 aircraft, including the Cessna Caravan, the Cessna Grand Caravan, the King Air Super 200, the Saab 340, the Pilatus PC-12, Mid-Atlantic Going Concern, Liquidity and Capital Resources The Company evaluated whether there are any conditions and events, considered in the aggregate, that raise substantial doubt about its ability to continue as a going concern over the next 12 months from the date of reissuance of these financial statements. As of December 31, 2022, the Company had approximately $1.4 million in cash. At the time of the original issuance of these financial statements, the Company believed that its cash on hand, combined with cash generated from operations, would be sufficient to meet its working capital and capital expenditure requirements for a period of at least twelve months from the date of issuance of these financial statements. Refer to Note 21 for new and amended agreements entered into by the Company since December 31, 2022 in order to provide additional liquidity. The Company incurred greater than expected losses and negative cash flows from operating activities in April and May 2023 due to inefficient aircraft utilization, primarily caused by an underutilization of pilots and a shortage of maintenance personnel and critical aircraft components, which, in aggregate, have challenged the Company’s ability to serve its customers as desired and, in turn, cover expenses. Previously forecasted strategies to alleviate these challenges have been unsuccessful in the full deployment of the Company’s fleet with the Company seeing an increased cancellation rate well above historical averages and previous forecasts, particularly during the second quarter of 2023. This has resulted in an accelerated decline in revenue, coupled with increasing costs associated with rescheduling pilots and flight personnel to active service areas to mitigate the flight schedule disruptions. The Company’s success going forward is dependent on the ability to achieve a high level of aircraft and crew utilization, increase flight services and the number of passengers flown, and ready access to capital to fund operations and planned growth. In addition to continued actions to reduce costs, and effectively utilize assets and crews, the Company is evaluating strategies to obtain additional funding for future operations. These strategies may include, but are not limited to, obtaining additional equity financing, issuing additional debt or entering into other financing arrangements, and restructuring of operations to grow revenues and decrease expenses. There can be no assurance that the Company will be successful in achieving its strategic plans, that new financing will be available to the Company in a timely manner or on acceptable terms, if at all. If the Company is unable to raise sufficient financing when needed or events or circumstances occur such that the Company does not meet its strategic plans, the Company may be required to take additional measures to conserve and increase liquidity, which could include, but not necessarily limited to, increasing ticket prices, additional reductions to spending, selling of aircraft, altering or scaling back operational footprint, which may have a material adverse effect on the Company’s financial position, results of operations, cash flows, and ability to These factors raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty. The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. The going concern assumption contemplates the realization of assets and satisfaction of liabilities in the normal course of business. Revision to previously issued financial statements The Company collects deposits from certain corporate customers that can be used in the future for the purchase of passenger tickets. These credits do not have an expiration date. During the quarter ended March 31, 2023, the Company identified an error in the accounting for customer deposits, resulting in an overstatement of revenues and an understatement of the associated deferred revenue balance for all periods presented and including opening retained earnings as of January 1, 2021 for periods prior to 2021. The Company revised its consolidated balance sheet as of December 31, 2022 and 2021, and the consolidated statements of operations, changes in redeemable convertible preferred shares and stockholders’ equity (deficit), and cash flows for the fiscal years ended December 31, 2022 and 2021, and related footnote disclosures to correct these errors. Although management determined that such errors were not material to previously issued financial statements, the Company revised its consolidated financial statements as of and for the years ended December 31, 2022 and 2021 to improve consistency and comparability of the consolidated financial statements. The following table presents the effects of the revision on the Company’s previously reported consolidated statement of operations for the year ended December 31, 2022 ( in thousands As Previously Adjustment As Revised Revenues $ 80,963 $ (247 ) $ 80,716 Operating loss (3,765 ) (247 ) (4,012 ) Loss before income taxes (5,310 ) (247 ) (5,557 ) Net loss including noncontrolling interest (4,901 ) (247 ) (5,148 ) Net loss attributable to common shareholders (4,224 ) (247 ) (4,471 ) The following table presents the effect of the revision on the Company’s consolidated balance sheet as of December 31, 2022 ( in thousands As Previously Adjustment As Revised Deferred Revenue $ 5,404 $ 856 $ 6,260 Current liabilities 26,654 856 27,510 Total liabilities 65,133 856 65,989 Accumulated deficit (9,723 ) (856 ) (10,579 ) Total stockholders’ deficit (542 ) (856 ) (1,398 ) The following table presents the effect of the revision on the Company’s consolidated statement of cash flows for the year ended December 31, 2022 ( in thousands As Previously Adjustment As Revised Net income (loss) including noncontrolling interests $ (4,901 ) $ (247 ) $ (5,148 ) Deferred Revenue 1,372 247 1,619 Cash Flows from operating activities 1,789 — 1,789 The following table presents the effects of the revision adjustments on the Company’s previously reported consolidated statement of operations for the year ended December 31, 2021 ( in thousands As Previously Adjustment As Revised Revenues $ 57,794 $ (115 ) $ 57,679 Operating income (loss) 11,875 (115 ) 11,760 Income before income taxes 11,215 (115 ) 11,100 Net income including noncontrolling interest 10,775 (115 ) 10,660 Net income attributable to common shareholders 10,775 (115 ) 10,660 The following table presents the effect of the revision on the Company’s consolidated balance sheet as of December 31, 2021 ( in thousands As Previously Adjustment As Revised Deferred Revenue $ 3,904 $ 609 $ 4,513 Current liabilities 11,308 609 11,917 Total liabilities 22,186 609 22,795 Accumulated deficit (5,499 ) (609 ) (6,108 ) Total stockholders’ equity 2,969 (609 ) 2,360 The following table presents the effect of the revision on the Company’s consolidated statement of in thousands As Previously Adjustment As Revised Net income (loss) including noncontrolling interests $ 10,775 $ (115 ) $ 10,660 Deferred Revenue 1,777 115 1,892 Cash Flows from operating activities 11,025 — 11,025 The error corrections as of December 31, 2021 also contain a $494 thousand adjustment to opening accumulated deficit. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Summary of Significant Accounting Policies | N ote 2. Summary of Significant Accounting Policies Interim Financial Information The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the rules and regulations of the United States Securities and Exchange Commission (“SEC”) for interim financial information. Accordingly, the interim financial statements do not include all of the information and footnotes required by generally accepted accounting principles for annual financial statements and should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2022 and the related notes, as included in SAM’s Registration Statement.. The information herein reflects all material adjustments, including normal recurring adjustments, which are, in the opinion of management, necessary for a fair statement of the results for the period presented. The results for the six months ended June 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023. There have been no material changes in significant accounting policies during the six months ended June 30, 2023 from those disclosed in the notes to the Company’s consolidated financial statements for the year ended December 31, 2022. Basis of Presentation and Principles of Consolidation The condensed consolidated financial statements include the assets, liabilities, and operating results of Surf Air. All intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, and the reported amounts of income and expense during the reporting period. On an ongoing basis, the Company evaluates its estimates using historical experience and other factors including the current economic and regulatory environment as well as management’s judgment. Items subject to such estimates and assumptions include: revenue recognition and related allowances, valuation allowance on deferred tax assets, certain accrued liabilities, useful lives and recoverability of long-lived assets, fair value of assets acquired and liabilities assumed in acquisitions, legal contingencies, assumptions underlying convertible notes and convertible securities carried at fair value and share-based compensation. These estimates may change as new events occur and additional information is obtained and such changes are recognized in the condensed consolidated financial statements as soon as they become known. Actual results could differ from those estimates, and any such differences may be material to the Company’s condensed consolidated financial statements. Deferred Revenue The Company records deferred revenue (contract liabilities) when the Company receives customer payments in advance of the performance obligations being satisfied on the Company’s contracts. The Company generally collects payments from customers in advance of services being provided. The Company recognizes deferred revenue as revenue when it meets the applicable revenue recognition criteria, which is usually either over the contract term, or when services have been provided. Accordingly, deferred revenue is classified within current liabilities in the accompanying Condensed Consolidated Balance Sheets. During the three and six months ended June 30, 2023, the Company recognized revenue of $2.2 million and $4.6 million, respectively, out of the beginning of the period deferred revenue balance. During the three and six months ended June 30, 2022, the Company recognized revenue of $0.8 million and $2.2 million, respectively, out of the beginning of the period deferred revenue balance. The long term performance obligations for contractually committed revenues, all of which is related to charter revenue, is recorded in Other long term liabilities as of June 30, 2023, and December 31, 2022 in the amount of $2.1 million and $1.8 million, respectively. Recent Accounting Pronouncements Adopted In October 2021, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Topic (“ASU”) 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, ASU 2021-08 In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). an allowance that, when deducted from the amortized cost basis of the financial asset, presents the net amount expected to be collected on the financial asset. The CECL model is expected to result in more timely recognition of credit losses and applies to financial assets including loans, held-to-maturity off-balance available-for-sale ASU 2019-10, Financial Instruments — Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842) ASU 2016-13 In September 2022, the FASB issued ASU No. 2022-04, Liabilities — Disclosure of Supplier Finance Program Obligations ASU 2022-04 | Note 2. Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation The consolidated financial statements of the Company are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The consolidated financial statements include the assets, liabilities and operating results of Surf Air. All intercompany balances and transactions have been eliminated in consolidation. Other than net loss, the Company does not have any other elements of comprehensive income or loss for the periods presented. Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of income and expense during the reporting period. On an ongoing basis, the Company evaluates its estimates using historical experience and other factors including the current economic and regulatory environment as well as management’s judgment. Items subject to such estimates and assumptions include: revenue recognition and related allowances, valuation allowance on deferred tax assets, certain accrued liabilities, useful lives and recoverability of long-lived assets, fair value of assets acquired and liabilities assumed in acquisitions, legal contingencies, assumptions underlying convertible notes and convertible securities carried at fair value and share-based compensation. These estimates may change as new events occur and additional information is obtained a n Concentration of Risk The financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and accounts receivable. All of the Company’s cash deposits are held at financial institutions that management believes to be of high credit quality. The Company’s cash deposit accounts may exceed federally insured limits at times. The Company has not experienced any losses on cash deposits to date. As of December 31, 2022 and 2021, the Company’s accounts receivable balance is primarily comprised of pending transactions with credit card processors. For the years ended December 31, 2022 and 2021, no Cash and Restricted Cash Cash and restricted cash consists of cash on hand held in commercial bank accounts. The Company classifies all cash with use limited by contractual provisions as restricted cash. As of December 31, 2022 and 2021 the Company had restricted cash of $0.9 million and $0.8 million, respectively, consisting of collateral against a corporate credit card. The Company has classified the restricted cash as long term, which represents the expected lapse of the restriction. Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable primarily represents pending transactions with credit card processors. Accounts receivable is initially recorded at the original invoiced amount. A receivable is considered past due if the Company has not received payments based on agreed-upon terms. Allowances for doubtful accounts are established for the difference between the carrying amount and the estimated recoverable amount. Accounts receivable are written off when the balances are not considered to be recoverable. Write offs are recorded against previously established allowance for doubtful accounts. As of December 31, 2022 and 2021, the Company’s accounts receivable net of allowance for doubtful accounts was $0.2 million and $0.01 million, respectively. Property and Equipment Property and equipment are stated at cost less accumulated depreciation. The Company capitalizes expenditures for software developed or obtained for internal use. These costs include personnel and related employee benefits expenses for employees who are directly associated with and who devote time to software development projects, and external direct costs of consultants and materials for developing the software. Software development costs that do not qualify for capitalization as well as costs related to minor upgrades and enhancements are expensed as incurred and recorded in the Consolidated Statements of Operations. Purchases of property and equipment, major additions and modifications are capitalized. Maintenance and repairs are expensed as incurred. Depreciation is calculated using the straight-line method over the estimated useful lives of the related assets, or, in the case of leasehold improvements, over the term of the lease or economic life, whichever is shorter as follows: Assets Depreciable Life Furniture and fixtures 5 years Equipment and vehicle 3 years and 5 years Internal use software 3 years Leasehold improvements Shorter of the estimated lease term or 5 years Depreciation of property and equipment is included within Depreciation and amortization on the Consolidated Statements of Operations. When assets are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any gain or loss is included in the Consolidated Statements of Operations. Intangible Assets Intangible assets consist primarily of trademarks and software acquired in an asset acquisition. The Company capitalizes expenditures for major software purchases. The Company amortizes finite-lived intangible assets on a straight-line basis over their estimated u s two five Business Combinations and Asset Acquisitions The Company applies a screen test to evaluate if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets to determine whether a transaction should be accounted for as an asset acquisition or business combination. If the gross assets are not concentrated in a single asset or group of similar assets, then the Company determines if the set of assets acquired represents a business. A business is an integrated set of activities and assets capable of being conducted and managed for the purpose of providing a return. Depending on the nature of the acquisition, judgment may be required to determine if the set of assets acquired is a business combination or not. The Company accounts for business combinations under the acquisition method of accounting, which requires that the assets acquired, and the liabilities assumed be recorded at the date of acquisition at their respective fair value and that direct costs of acquisitions be expensed as they are incurred. The excess purchase price over the estimated fair values of the net assets acquired is recorded as goodwill. In an asset acquisition, goodwill is not recognized, but rather, any excess purchase consideration over the fair value of the net assets acquired is allocated on a relative fair value basis to the identifiable net assets as of the acquisition date and any direct acquisition-related transaction costs are capitalized as part of the purchase consideration. Impairment of Long-Lived Assets Long-lived assets such as property and equipment, finite-lived intangible assets, and right of use assets are reviewed for impairment, whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. Events or changes in circumstances that may indicate that an asset is impaired include significant decreases in the market value of an asset, significant underperformance relative to expected historical or projected future results of operations, a change in the extent or manner in which an asset is utilized, significant decline in the estimated fair value of the overall Company for a sustained period, shifts in technology, loss of key management or personnel, changes in the Company’s operating model or strategy and competitive forces. During 2022 and 2021, the Company determined there were no The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted future cash flows expected to result from the use and eventual disposition of the asset. The Company performs impairment testing at the asset group level that represents the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. The amount of impairment loss, if any, is measured as the difference between the carrying value of the asset and its estimated fair value. Fair value is determined through various valuation techniques, including discounted cash flow models, quoted market values, and third-party independent appraisals, as appropriate. Deferred Revenue The Company records deferred revenue (contract liabilities) when the Company receives customer payments in advance of the performance obligations being satisfied on the Company’s contracts. The Company generally collects payments from customers in advance of services being provided. The Company recognizes the deferred revenue as revenue when it meets the applicable revenue recognition criteria, which is usually either over the contract term, or when services have been provided. Accordingly, deferred revenue is classified within current liabilities in the accompanying Consolidated Balance Sheets. During the years ended December 31, 2022 and 2021, the Company recognized revenue of $3.9 million and $2.4 million, respectively, out of the beginning of year deferred revenue balance. The long-term performance obligations for contractually committed revenues, all of which is related to charter revenue, is recorded in Other long-term liabilities as of December 31, 2022 in the amount of $1.8 million. Revenue Recognition The Company determines the amount of revenue to be recognized in accordance with ASC 606, Revenue from Contracts with Customers (1) Identification of the contract, or contracts, with a customer; (2) Identification of the performance obligations in the contract; (3) Determination of the transaction price; (4) Allocation of the transaction price to the performance obligations in the contract; and (5) Recognition of revenue when or as the Company satisfies the performance obligations. Revenues are recognized when control of the promised goods or services are transferred to a customer in an amount that reflects the consideration that the Company is entitled to in exchange for those services. The Company’s revenue is reported net of discounts and incentives. The Company generally does not issue refunds for flights unless there is a failure to meet its service obligations. Scheduled Revenue Scheduled revenue is derived from membership subscriptions, principally relating to two main categories of membership subscriptions: All-You-Can-Fly Pay-As-You-Fly AYCF membership subscriptions allow members to book scheduled flights as needed over the contract term, typically of one month. Customers benefit from the services evenly throughout the service period and the timing of when customers book flights under AYCF is not predictable. AYCF membership fees are billed to the member on a monthly basis in advance. The Company recognizes the membership subscription revenue on a month-to-month The Company also offers PAYF memberships to members. The members pay an annual membership fee, which enables the member to purchase single use vouchers for travel on Company’s scheduled routes. Vouchers are sold in a package and generally expire twelve months after the purchase date. Vouchers are nonrefundable, not exchangeable for cash and may not be used for other Company services. The Company recognizes the upfront annual membership fee as well as amounts paid by members for the purchase of vouchers based on usage or expiration, where applicable, of the vouchers. The Company has determined the PAYF membership and vouchers to represent a single performance obligation. Revenue derived from PAYF memberships and vouchers during the years ended December 31, 2022 and 2021 amounted to $2.0 million and $1.9 million, respectively. On-Demand The Company offers on-demand (“On-Demand”) and $ 6.1 0.2 0.3 Disaggregated Revenue Year Ended December 31 2022 2021 On-Demand $ 15,950 $ 6,445 Scheduled 4,324 5,353 Total revenue $ 20,274 $ 11,798 Principal vs Agent The Company utilizes FAA certified independent third-party air carriers in the performance of its charter flights on Surf A The Company acts as the principal when it controls the services by directing third-party air carriers to provide services to customers on its behalf. The Company controls the services when it is primarily responsible for fulfilment of the flight services obligation to the customer and has pricing discretion. In these arrangements, revenue recognized is the gross amount of the contract consideration paid by customers. When the Company is not primarily responsible for the fulfilment of the flight services, it acts as an agent and therefore recognized revenue is net of amounts paid to third-party air carriers and operators that provide the services. All charter revenue was recognized on a gross basis in 2022 and the majority of the charter revenue was recognized on a gross basis in 2021. Transaction Price Surf Air’s payment terms generally include advance payment requirements through the use of a credit card. The time between a customer’s payment, the receipt of funds and the satisfaction of performance obligation is not significant. The Company’s contracts with customers do not result in significant obligations associated with returns, refunds, or warranties. The Company’s fees for services are generally fixed and do not include variable consideration. Leases The Company currently leases aircraft and space in aircraft hangars, as well as its corporate headquarters facility under operating lease agreements. Aircraft lease terms approximate 3 years with no renewal periods, whereas leased facilities have lease terms ranging from month-to-month In 2021, lease expense was recognized on a straight-line basis as rent expense in the accompanying Consolidated Statements of Operations, in accordance with Accounting Standards Codification (“ASC”) 840, Leases. Leases containing tenant improvement allowances, rent holidays, and/or rent escalation clauses were recognized as deferred rent which is the difference between the amount charged to rent expense and the rent paid. Deferred rent is amortized over the noncancellable lease term. In 2022, with the adoption of ASC 842, Leases the Company analyzed contract arrangements at inception to determine the existence of a lease. Right-of-use Operating Expenses Cost of Revenue Cost of revenue consists of costs that are directly related to delivering the Company’s services and certain facility costs. Delivery of the Company’s services primarily comprise fees paid to third-party air carriers for operating aircraft in providing flight services and platform infrastructure costs. Cost of revenue also includes facility costs representing leases and operating costs for stations throughout the service network and all personnel related costs for member services and ground concierge staff. Personnel related costs primarily include salary and bonus. Cost of revenue excludes depreciation on property and equipment and amortization of finite-lived intangible assets. Sales and Marketing Sales and marketing expense consists primarily of personnel related and other costs in connection with the Company’s sales and marketing efforts. Advertising costs are expensed as incurred and were not Technology and Development Technology and development expense consists of personnel and other costs related to technology development and management efforts including costs for third-party development resources, and allocations of overhead and facility costs. Technology cost also includes research and development cost associated with the Company’s hybrid electrification strategy. The Company’s technology and development efforts are focused on enhancing the ease of use and functionality of its existing software platform by adding new core functionality, services and other improvements, as well as the development of new products and services. Technology and development costs are expensed as incurred, except to the extent that such costs are associated with internal-use General and Administrative General and administrative expense consists of personnel related costs including salary, bonus, and share-based compensation for the Company’s executive, finance, facilities, and human resource teams and facility costs. General and administrative expenses also include professional fees and other corporate related expenses. General and administrative expenses exclude the depreciation on property and equipment and amortization of finite-lived intangible assets. Share-Based Compensation The Company accounts for the issuance of ordinary share options, restricted share units (“RSUs”), restricted share purchase agreements (“RSPAs”), and restricted share grant agreements (“RSGAs”) in the consolidated financial statements based on the grant date fair value of the awards. Issuances of RSPAs with promissory notes are accounted for as share options and are measured based on the grant date fair value of the option. The Company estimates the fair value of the share options using the Black-Scholes option pricing model. The grant date fair value of share-based awards with service-only conditions is recognized as expense on a straight-line basis in the consolidated statement of operations over the requisite service period, which is generally the vesting period ranging from 12 to 48 months. Forfeitures are recorded as they occur. For awards with performance conditions, the Company records compensation expense on a graded-vesting basis when it is deemed probable that the performance condition will be met. For awards with market conditions, the effect of the market conditions is reflected in the fair value measurement and expense, using an option pricing model, recognized on a graded-vesting basis, is not reversed to the extent that the market condition is not achieved. Additionally, awards granted to non-employees Determining the fair value of share-based awards requires judgment. The Company’s use of option pricing models requires the input of subjective assumptions, including the fair value of the Company’s ordinary shares underlying the option award, the expected term of the option, the expected volatility of the Company’s ordinary shares, risk-free interest rates, and the expected dividend yield of the Company’s ordinary shares. The assumptions used in the Company’s option pricing model represent management’s best estimates. These estimates involve inherent uncertainties and the application of management’s judgment. If factors change and different assumptions are used the Company’s share-based compensation expense could be materially different in the future. The Company estimates volatility using the historical volatility of common share of similar entities. The expected term of options granted represents the period for which the options are expected to be outstanding and is estimated based on a midpoint between the end of the requisite service period and the contractual term of the options granted. The risk-free interest rate is derived from the U.S. Treasury yield curve in effect at the date of grant. The Company has not declared or paid dividends to date and does not anticipate declaring dividends. As such, the dividend yield has been estimated to be zero. The Company’s assumptions may change for future grants. Because there is no public market for the Company’s ordinary shares, the Board of Directors has determined the fair value of the ordinary shares by considering a number of objective and subjective factors including the results of third-party valuations, the Company’s actual operating and financial performance, market conditions and performance of comparable publicly traded companies, developments and milestones in the Company, the likelihood of achieving a liquidity event and transactions involving the Company’s preferred or common share, among other factors. The fair value was determined in accordance with applicable elements of the practice aid issued by the American Institute of Certified Public Accountants, Valuation of Privately Held Company Equity Securities Issued as Compensation Warrants The Company assesses whether the warrants are liability or equity-classified based on the terms of the warrants. If the warrants are determined to be liability-classified, then the warrants are remeasured to fair value each period with changes in fair value recorded within Changes in fair value of financial instruments carried at fair value, net on the Consolidated Statements of Operations. The Company recognizes the fair value of liability-classified warrants within Other liabilities in its Consolidated Balance Sheets. If the warrants are determined to be equity-classified, then the initial fair value is recorded in Additional paid-in The Company estimates the fair value of warrants to purchase its ordinary shares and redeemable convertible preferred shares using the Black-Scholes option pricing model. Warrants are principally issued to lenders and nonemployees, some of whom are related parties, in connection with debt and equity fundraising and debt restructuring activities. Income Taxes Income taxes are accounted for under the asset and liability method in accordance with U.S. GAAP. Deferred income tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statements carrying amounts of existing assets and liabilities and their respective tax bases and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The likelihood of realizing the tax benefits related to a potential deferred tax asset is evaluated, and a valuation allowance is recognized to reduce that deferred tax asset if it is more likely than not that all or some portion of the deferred tax asset will not be realized. The Company determines whether a tax position taken or expected to be taken in a tax return is to be recognized in the consolidated financial statements when it is more likely than not, based on the technical merits, that the position will be sustained upon examination. The amount recognized is subject to estimation and management judgment with respect to the likely outcome of each uncertain tax position. The amount that is ultimately sustained for an individual uncertain tax position or for all uncertain tax positions in the aggregate could differ from the amount recognized. For tax positions meeting the more likely than not threshold, the tax amount recognized in the consolidated financial statements is reduced by the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant tax authority. The Company recognizes interest and penalties accrued related to unrecognized tax benefits, if any, in its income tax provision in the accompanying Consolidated Statements of Operations. Net Loss Per Share Available to Ordinary Shareholders, Basic and Diluted The Company calculates basic and diluted net loss per share attributable to ordinary shareholders using the two-class Under the two-class Fair Value Measurements Fair value is defined as the exchange price that would be rece i Level 1 Inputs are unadjusted, quoted prices for identical assets or liabilities in active markets at the measurement date. Level 2 Inputs other than quoted prices included in Level I, that are observable for the asset or liability, either directly or indirectly, such as quoted market prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the asset or liability. Level 3 Inputs are unobservable inputs that reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. The Company measures the fair value of certain long-lived assets including finite-lived intangible assets on a nonrecurring basis, when such assets are required to be written down to fair value if impaired. Such fair values are classified within the fair value hierarchy, as the valuations contain significant unobservable inputs, including assumptions of the present value of future cash flows, the use of these assets, as well as estimated disposition value. There were no assets measured at fair value on a recurring basis as of December 31, 2022 and 2021. The carrying amounts of certain financial assets and liabilities, including restricted cash, other current assets, accounts receivable, accounts payable, accrued expenses, and amounts due to related parties approximate fair value because of the short maturity and liquidity of those instruments. As of December 31, 2022 and 2021, the Company’s preferred share warrants are financial liabilities measured at fair value. The fair value estimate includes significant inputs not observable in the market, which represents a Level 3 measurement within the fair value hierarchy. The significant inputs used in the fair value measurement of the preferred share warrants are the estimated fair value of the Company’s redeemable convertible preferred shares and the expected share volatility. Significant increases or decreases in the estimated fair value of the Company’s redeemable convertible preferred shares would significantly impact the fair value of the warrant liability. The Company uses the Black-Scholes option valuation model, which was developed for use in estimating the fair value of options. Option valuation models require the input of highly complex and subjective variables including the expected life of options granted and the Company’s expected stock price volatility over a period equal to the expected life of the options. As of December 31, 2022 and 2021, the Company’s ordinary share warrants are equity classified and measured at fair value using the Black Scholes model on their issuance date. The fair value estimate includes significant inputs not observable in the market, which represents a Level 3 measurement within the fair value hierarchy. The significant inputs used in the fair value measurement of the ordinary share warrants are the estimated fair value of the Company’s ordinary shares and the expected share volatility. SAFE and Convertible Notes at Fair Value The Company’s Simple Agreements for Future Equity notes (“SAFE”) and Simple Agreement for Future Equity with Tokens (“SAFE-T”) The Company elected the fair value option for the convertible notes and SAFE financial instruments, which requires them to be remeasured to fair value each reporting period with changes in fair value recorded in Changes in fair value of financial instruments carried at fair value, net on the Consolidated Statements of Operations, except for change in the fair value that results from a change in the instrument specific credit risk which is presented separately within other comprehensive income. The fair value estimate includes significant inputs not observable in the market, which represents a Level 3 measurement within the fair value hierarchy. The decision to elect the fair value option is determined on an instrument-by-instrument The fair values of the convertible notes, preferred stock warrant liabilities, and derivative liability were based on the estimated values of the notes, warrants, and derivative upon conversion, including adjustments to the conversion rates, which were weighted probability associated with certain events, such as a sale of the Company or becoming a public company. The estimated fair values of these financial liabilities were determined utilizing the Probability-Weighted Expected Return Method and is considered a Level 3 fair value measurement. Significant unobservable inputs used in the valuation models as of December 31, 2022 and 2021 were as follows: December 31, 2022 2021 Public listing probability 50% — SPAC probability — 8% Lack of marketability 32% 32% Discount rates used in the sale scenario for debt instruments 70% 35% – 40% Discount rates used in the public listing scenario 20% – 30% — Discount rates used in the SPAC scenario — 30% Probability weighted volatility 147% 144% Assets and liabilities are classified in the hierarchy based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of the assets and liabilities being measured and their placement within the fair value hierarchy. The following tables summarize the Company’s financial liabilities that are measured at fair value on a recurring basis in the consolidated financial statements (in thousands) Fair Value Measurements at December 31, 2021 Using: Level 1 Level 2 Level 3 Total Liabilities Convertible notes at fair value — — $ 11,681 $ 11,681 Preferred shares warrant liability — — 9 9 SAFE notes at fair value — — 19 19 GEM derivative liability — — 435 435 Total financial liabilities $ — $ — $ 12,144 $ 12,144 Fair Value Measurements at December 31, 2022 Using: Level 1 Level 2 Level 3 Total Liabilities Convertible notes at fair value — — $ 29,096 $ 29,096 Preferred shares warrant liability — — 51 51 SAFE notes at fair value — — 24,714 24,714 GEM derivative liability — — 2,963 2,963 Total financial liabilities $ — $ — $ 56,824 $ 56,824 The following table provides a reconciliation of activity and changes in fair value for the Company’s convertible loans and redeemable convertible preferred stock warrant liability using inputs classified as Level 3 (in thousands) Convertible Preferred SAFE Notes GEM Balance at December 31, 2020 $ 9,074 $ 35 $ 37 $ 650 Issuance of convertible notes 2,632 — — $ — Conversion of convertible notes to preferred shares (353 ) — — — Change in fair value 328 (26 ) (18 ) (215 ) Balance at December 31, 2021 $ 11,681 $ 9 $ 19 $ 435 Issuance of convertible notes 4,190 — 11,839 — Conversion of convertible notes to preferred shares (10,257 ) — — — Conversion of PFG liability to convertible note 11,197 — — — Change in fair value 12,284 42 12,856 2,528 Balance at December 31, 2022 $ 29,095 $ 51 $ 24,714 $ 2,963 Recent Accounting Pronouncements Adopted In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02, Leases ASU 2016-02 right-of-use The Company adopted ASU 2016-02 right-of-use In December 2019, the FASB issued “ Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”)”, ASU 2019-12 ASU 2019-12 In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, acquisition. The reduction causes the acquirer to recognize less revenue than the acquiree would have absent an acquisition. The amendments in this ASU are applied to business combinations occurring on or after the effective date of the amendments. The amendments in this ASU are effective for fiscal years beginning after December 15, 2022, including interim periods for public entities and for fiscal years beginning after December 15, 2023, including interim periods for nonpublic entities. The Company believes the adoption of this ASU will not have an impact on the Company’s consolidated financial statements. Not Yet Adopted In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). o held-to-maturity off-balance available-for-sale ASU 2019-10, Financial Instruments — Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842) ASU 2016-13 In September 2022, the FASB issued ASU No. 2022-04, Liabilities — Disclosure of Supplier Finance Program Obligations |
Southern Airways Corporation | ||
Summary of Significant Accounting Policies | Note 2. Summary of Significant Accounting Policies Interim Financial Information The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the rules and regulations of the United States Securities and Exchange Commission (“SEC”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for annual financial statements and they should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2022, and the related notes. The information herein reflects all material adjustments (consisting of normal recurring adjustments), which are, in the opinion of management, necessary for the fair statement of the results for the periods presented. The results for the interim period are not necessarily indicative of the results to be expected for the fiscal year ending December 31, 2023. Except for the investments in unconsolidated entities policy described below, there have been no changes in the Company’s significant accounting policies during the six months ended June 30, 2023 from those disclosed in the notes to the Company’s consolidated financial statements for the year ended December 31, 2022. Basis of Presentation and Principles of Consolidation The condensed consolidated financial statements include the accounts of Southern. All intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and the accompanying notes. On an ongoing basis, the Company evaluates its estimates using historical experience and other factors including the current economic and regulatory environment as well as management’s judgment. Items subject to such estimates and assumptions include: revenue recognition, certain accrued liabilities, useful lives and recoverability of long-lived assets including finite-lived intangible assets, fair value of assets acquired and liabilities assumed in acquisitions, legal contingencies, stock-based compensation, determination of the fair value of warrants to purchase the Company’s common stock, and realization of tax assets and estimates of tax liabilities. Management evaluates its assumptions and estimates on an ongoing basis and may engage outside subject matter experts to assist in the development of estimates. Such estimates often require the selection of appropriate valuation methodologies and models, and significant judgments in evaluating ranges of assumptions and financial inputs. Actual results may differ from those estimates under different assumptions, financial inputs, or circumstances. Concentration of Risk The financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and accounts receivable. All of the Company’s cash deposits are held at financial institutions that management believes to be of high credit quality. The Company’s cash deposit accounts may exceed federally insured limits at times. The Company has not experienced any losses on cash deposits to date. As of June 30, 2023, and December 31, 2022, approximately 86% and 75%, respectively, of the Company’s accounts receivable balance is due from the U.S. DOT, in relation to certain air routes served by the Company under the U.S. DOT’s EAS program. Accounts Receivable, net Accounts receivable primarily consist of amounts due from the U.S. DOT in relation to certain air routes served by the Company under the EAS program and amounts due from airline and non-airline Investments in Unconsolidated Entities The Company accounts for the investments in its unconsolidated entities under the equity method. The Company’s share of earnings (losses) in the unconsolidated entities is included in equity in earnings of equity method investees and equity in earnings (losses) of non-economic non-economic Revision to previously issued financial statements The Company collects deposits from certain corporate customers that can be used in the future for the purchase of passenger tickets. These credits do not have an expiration date. During the quarter ended March 31, 2023, the Company identified an error in the accounting for customer deposits, resulting in an overstatement of revenues for the three and six months ended June 30, 2022 and an understatement of the associated deferred revenue balance at December 31, 2022 and including opening retained earnings as of January 1, 2021 related to errors in periods prior to 2021. The Company revised its consolidated balance sheet as of December 31, 2022 and the consolidated statements of operations, changes in redeemable convertible preferred shares and stockholders’ equity (deficit), and cash flows for the three and six months ended June 30, 2022, as well as related footnote disclosures to correct this error. The following table presents the effects of the revision on the Company’s previously reported consolidated statement of operations for the six months ended June 30, 2022 (in thousands): As Previously Adjustment As Revised Revenues $ 36,521 $ (166 ) $ 36,355 Operating loss (1,631 ) (166 ) (1,797 ) Loss before income taxes (2,165 ) (166 ) (2,331 ) Net loss including noncontrolling interest (2,171 ) (166 ) (2,337 ) Net loss attributable to common shareholders (2,171 ) (166 ) (2,337 ) The adjustment related to the consolidated statement of operations for the three months ended June 30, 2022 was immaterial. The following table presents the effect of the revision on the Company’s consolidated balance sheet as of December 31, 2022 (in thousands): As Previously Adjustment As Revised Deferred revenue $ 5,404 $ 856 $ 6,260 Current liabilities 26,654 856 27,510 Total liabilities 65,133 856 65,989 Accumulated deficit (9,723 ) (856 ) (10,579 ) Total stockholders’ deficit (542 ) (856 ) 1,398 The following table presents the effect of the revision on the Company’s consolidated statement of cash flows for the six months ended June 30, 2022 (in thousands): As Previously Adjustment As Revised Net loss including noncontrolling interests $ (2,171 ) $ (166 ) $ (2,337 ) Deferred revenue 1,913 166 2,079 Cash flows from operating activities 427 — 427 The error corrections as of December 31, 2021 also contain a $0.5 million adjustment to opening accumulated deficit. Recent Accounting Pronouncements Adopted In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). expected to be collected on the financial asset. The CECL model is expected to result in more timely recognition of credit losses and applies to financial assets including loans, held-to-maturity off-balance available-for-sale ASU 2018-19, Codification Improvements to ASC 326, Financial Instruments — Credit Losses non-public In September 2022, the FASB issued ASU 2022-04, Liabilities — Disclosure of Supplier Finance Program Obligations | Note 2. Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The consolidated financial statements include the accounts of Southern. All intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and the accompanying notes. On an ongoing basis, the Company evaluates its estimates using historical experience and other factors including the current economic and regulatory environment as well as management’s judgment. Items subject to such estimates and assumptions include: revenue recognition, certain accrued liabilities, useful lives and recoverability of long-lived assets including finite-lived intangible assets, fair value of assets acquired and liabilities assumed in acquisitions, legal contingencies, stock-based compensation, determination of the fair value of warrants to purchase the Company’s common stock, and realization of tax assets and estimates of tax liabilities. Management evaluates its assumptions and estimates on an ongoing basis and may engage outside subject matter experts to assist in the development of estimates. Such estimates often require the selection of appropriate valuation methodologies and models, and significant judgments in evaluating ranges of assumptions and financial inputs. Actual results may differ from those estimates under different assumptions, financial inputs, or circumstances. Concentration of Risk The financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and accounts receivable. All of the Company’s cash deposits are held at financial institutions that management believes to be of high credit quality. The Company’s cash deposit accounts may exceed federally insured limits at times. The Company has not experienced any losses on cash deposits to date. As of December 31, 2022 and December 31, 2021, approximately 75% and 70%, respectively, of the Company’s accounts receivable balance is due from the U.S. DOT, in relation to certain air routes served by the Company under the U.S. DOT’s EAS program. Impact of COVID-19 COVID-19, COVID-19, COVID-19 The Company could experience continued fluctuations in demand, increased operating costs, delayed purchases of aircraft, disruptions to other elements of Company’s supply chain, and the implementation or reinstatement of government restrictions, among other negative effects. As such, the extent to which global events and market impacts will affect our financial condition, liquidity, and future results of operations is uncertain. The Company has seen partial recovery in demand during 2021 and impact in 2022 was minimal. Cash Cash consists of cash on deposit with financial institutions. There were no cash equivalents as of December 31, 2022 or 2021. Accounts Receivable, net Accounts and other receivable are carried at cost. The accounts receivable balance at December 31, 2022 and 2021 primarily consist of amounts due from the U.S. DOT, in relation to certain air routes served by the Company under the EAS program. The Company evaluates its receivables periodically for collectability on an individual customer level and establishes an allowance for doubtful accounts based on the expected uncollectible receivables. In determining the allowance for doubtful accounts, the Company analyzes the aging of accounts receivable, historical bad debts, customer credit worthiness, current economic trends, and any specific customer collection issues identified. Additions to the allowance are charged to other operating expenses. Accounts receivables are written off against the allowance when an account balance is deemed uncollectible. At December 31, 2022 and 2021 the allowance for doubtful accounts was not material. The Company has a revolving accounts receivable financing arrangement that allows the Company to borrow up to 90% of eligible accounts receivable, as defined, up to a maximum unsettled amount of $2 million. The financing arrangement is uncommitted, and upon funding does not qualify for sale accounting as the Company does not relinquish control of the receivables based on, among other things, the nature and extent of the Company’s continuing involvement. Accordingly, the accounts receivable remain on the Company’s balance sheet until paid by the customer and cash proceeds from the financing arrangement are recorded as collateralized borrowing in other current liabilities on the Consolidated Balance Sheets, with attributable interest expense recognized over the life of the related transactions. Interest expense and contractual fees associated with the collateralized borrowings are included in interest expense and other income, net, respectively, in the accompanying Consolidated Statements of Operations. Property and Equipment, net Property and equipment are stated at cost less accumulated depreciation. Expenditures for major additions, renewals, and modifications are capitalized, while minor replacements, maintenance, and repairs, which do not extend the asset’s life, are expensed as incurred. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets, or in the case of leasehold improvements, over the term of the lease or economic life, whichever is shorter as follows: Assets Depreciable Life Aircraft up to 20 years Rotable spares 7 years Aircraft engines 3 to 8 years Office equipment, vehicles, and other 5 years Ground equipment 7 years Furniture and fixtures 7 years Leasehold improvements shorter of estimated lease term or 7 years Depreciation of property and equipment is included within depreciation and amortization on the Consolidated Statements of Operations. When assets are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any gain or loss is included in the Consolidated Statements of Operations. Intangible Assets, net The Company’s intangible assets consist of a trade name resulting from an acquisition in 2019, and a noncompete agreement executed as part of the Makani Kai transaction in 2020. The Company amortizes its trade name and noncompete intangible assets on a straight-line basis over their estimated useful lives of four years and one year, respectively. The straight-line recognition method approximates the manner in which the expected benefits will be derived. Goodwill The Company’s goodwill results from the business combination with Multi-Aero, Inc. dba Air Choice One (“MUA” or “Air Choice One”) and represents the difference between the purchase price and the fair value of net assets acquired. Goodwill may be adjusted within one year from the acquisition date in the event new information is obtained which, if known at the date of the acquisition would have impacted the fair value of the acquired assets and liabilities. Goodwill is considered to have an indefinite useful life and is not amortized, but rather tested for impairment annually in the fourth quarter, or more often if circumstances arise that may indicate risk of impairment. If impaired, goodwill is written down with a corresponding impact to other expense. Acquisitions The Company applies a screen test to evaluate if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets to determine whether a transaction should be accounted for as an asset acquisition or business combination. If the gross assets are not concentrated in a single asset or group of similar assets, then the Company determines if the set of assets acquired represents a business. A business is an integrated set of activities and assets capable of being conducted and managed for the purpose of providing a return. Depending on the nature of the acquisition, judgment may be required to determine if the set of assets acquired is a business combination or not. The Company accounts for business combinations under the acquisition method of accounting, which requires that the assets acquired, and the liabilities assumed be recorded at the date of acquisition at their respective fair value and that costs of acquisitions be expensed as they are incurred. The excess purchase price over the estimated fair values of the net assets acquired is recorded as goodwill. In an asset acquisition, goodwill is not recognized, but rather, any excess purchase consideration over the fair value of the net assets acquired is allocated on a relative fair value basis to the identifiable net assets as of the acquisition date. Any acquisition costs are capitalized as part of the purchase consideration. Variable Interest Entities Authoritative guidance regarding consolidation of variable interest entities (“VIE”) defines a VIE as a legal entity whose equity owners do not have sufficient equity at risk, or as a group, the holders of the equity investment at risk lack any of the following three characteristics: decision-making rights, the obligation to absorb losses, or the right to receive the expected residual returns of the entity. Under the variable interest model, the primary beneficiary is identified as the variable interest holder that has both the power to direct the activities of the VIE that most significantly impact the entity’s economic performance and the obligation to absorb losses or the right to receive benefits from the entity that could potentially be significant to the VIE. The primary beneficiary is required to consolidate the VIE unless specific exceptions or exclusions are met. Commercial and operating activities are generally the factors that most significantly impact the economic performance of the VIE. Such activities include flight operations, aircraft storage and maintenance, fuel procurement, dispatch and compliance with regulatory and contractual requirements. Impairment of Long-lived Assets Long-lived assets such as property and equipment and finite-lived intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. Events or changes in circumstances that may indicate that an asset is impaired include significant decreases in the market value of an asset, significant underperformance relative to expected historical or projected future results of operations, a change in the extent or manner in which an asset is utilized, significant decline in the estimated fair value of the overall Company for a sustained period, shifts in technology, loss of key management or personnel, changes in the Company’s operating model or strategy and competitive forces. The carrying amount of a long-lived asset may not be recoverable if it exceeds the sum of the undiscounted future cash flows expected to result from the use and eventual disposition of the asset. The Company performs impairment testing at the asset group level that represents the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. The amount of impairment loss, if any, is measured as the difference between the carrying value of the asset and its estimated fair value. Fair value is determined through various valuation techniques, including discounted cash flow models, quoted market values, and third-party independent appraisals, as appropriate. For the years ended December 31, 2022 and 2021, no impairment charge has been recorded. Deferred Revenue The Company records deferred revenue (contract liabilities) when it receives customer payments from passengers in advance of the performance obligations being satisfied on the Company’s contracts. The Company generally collects cash from customers in advance of services being provided. The Company recognizes the deferred revenue as revenue when it meets the applicable recognition criteria, which is usually at the point in time when a flight is completed or the required services have been provided. The Company generally meets performance obligations associated with all revenues deferred during the succeeding 12-month Deferred Incentive Income Marianas provides inter-island scheduled and chartered air and cargo passenger service between the CNMI of Saipan, Tinian, Rota and Guam, under an incentive framework agreement with the CNMI government. This agreement includes $1.5 million in American Rescue Plan Act (ARPA)-sourced funding to cover the acquisition or mobilization of aircraft, fuel, and equipment; staffing; flight crews; training; travel costs; consultants; real estate and other costs. When this funding was received, it was recorded as deferred income liability and is subsequently recognized as income ratably over the life of the agreement. The incentive income is included in Other Income, net in the Consolidated Statement of Operations. Leases The Company leases aircraft, airport passenger terminal space, portions of and full aircraft hangars and other airport facilities, other commercial real estate and office space. The Company accounted for its leases under Accounting Standards Codification (“ASC”) Topic 840 prior to its adoption of ASC Topic 842 effective January 1, 2022. Operating Leases Under ASC 840 The Company performs an assessment on all leases at inception to determine the proper classification in accordance with ASC 840. Lease expense is recognized on a straight-line basis as rent expense in the accompanying Consolidated Statement of Operations. Leases containing tenant improvement allowances, rent holidays, and/or rent escalation clauses are recognized as deferred rent, which is the difference between the amount charged to rent expense and the rent paid. Deferred rent is amortized over the non-cancellable Capital Leases Under ASC 840 The Company measures a capital lease asset and capital lease obligation initially at an amount equal to the present value at the beginning of the lease term of minimum lease payments during the lease term, excluding that portion of the payments representing executory costs (such as insurance, maintenance, and taxes to be paid by the lessor) including any profit thereon, with the corresponding obligation recorded within the liabilities section of the balance sheet. During the lease term, each minimum lease payment is allocated by the lessee between a reduction of the obligation and interest expense to produce a constant periodic rate of interest on the remaining balance of the obligation (the interest method). Capital lease assets are depreciated in accordance with the Company’s property and equipment policy and the corresponding lease obligations are reduced as lease payments are made. Operating Leases Under ASC 842 Operating lease right-of-use right-of-use right-of-use Finance Leases Under ASC 842 The Company measures finance lease right-of-use right-of-use Share-Based Compensation The Company’s share-based compensation arrangements consist of common stock granted in exchange for goods or services. The issuance of its common stock for such compensatory arrangements is accounted for in the consolidated financial statements based on the grant date fair value of the common stock. The grant-date fair value of share-based awards is recognized as expense in the Consolidated Statement of Operations over the requisite service period, if any. Historically, the Company has granted share-based awards with no vesting conditions. Additionally, awards granted to nonemployees are accounted for using their grant date fair value and are accounted for in the same manner as awards granted to employees. Because there is no public market for the Company’s common stock, the Board of Directors determines the fair value of the common stock by considering a number of objective and subjective factors including the results of third-party valuations, the Company’s actual operating and financial performance, market conditions, and developments and milestones in the Company, among other factors. Warrants The Company accounts for warrants issued to purchase its common stock at the fair value of the awards upon issuance using option pricing models. Warrants are principally issued to certain non-employees paid-in Income Taxes Income taxes are accounted for under the asset and liability method in accordance with U.S. GAAP. Deferred income tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statements carrying amounts of existing assets and liabilities and their respective tax bases and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The likelihood of realizing the tax benefits related to a potential deferred tax asset is evaluated, and a valuation allowance is recognized to reduce that deferred tax asset if it is more likely than not that all or some portion of the deferred tax asset will not be realized. Deferred tax assets and liabilities are calculated at the beginning and end of the period. The change in the sum of the deferred tax asset, valuation allowance and deferred tax liability during the period generally is recognized as a deferred tax expense or benefit. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. The Company determines whether a tax position taken or expected to be taken in a tax return is to be recognized in the consolidated financial statements when it is more likely than not, based on the technical merits, that the position will be sustained upon examination. The amount recognized is subject to estimation and management judgment with respect to the likely outcome of each uncertain tax position. The amount that is ultimately sustained for an individual uncertain tax position or for all uncertain tax positions in the aggregate could differ from the amount recognized. For tax positions meeting the more likely than not threshold, the tax amount recognized in the consolidated financial statements is reduced by the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant tax authority. The Company recognizes interest and penalties accrued related to unrecognized tax benefits, if any, in its income tax expense in the accompanying Consolidated Statement of Operations. Management does not believe it is reasonably possible that the Company’s unrecognized tax benefits will significantly change within the next twelve months. Revenue Recognition Essential Air Services and Per-Flight The Company provides scheduled passenger flight service on certain routes which is subsidized by the U.S. DOT under the EAS program. The EAS program is enacted to guarantee that small communities in the U.S. have the ability to maintain a minimum level of scheduled air services. These contracts are typically in duration of 2-4 Marianas provides inter-island scheduled and chartered air and cargo passenger service between the CNMI of Saipan, Tinian, Rota and Guam, under the Incentive Agreement. This agreement was entered into in March 2022 and has an initial term of 18-months per-flight Direct Passenger and Charter Revenue The Company earns revenue from the passenger for scheduled passenger flight service, as well as charter flights. These sales are generally paid for by credit card. The Company also earns revenue generated by third-party travel booking sites or travel agencies. Tickets are refundable within 24 hours of purchase for flights scheduled to take place more than one week out, or when flights or services are changed, interrupted, or otherwise canceled by the Company. The Company generally does not offer refunds after 24 hours of purchase. The Company recognizes revenue when it meets the applicable recognition criteria, which is at the point in time when a flight is completed or when tickets expire (generally within one year from the date of purchase). Other Revenue The Company also earns revenue from various ancillary services such as those relating to baggage fees, reservation change fees, lounge fees, and pet-travel (carry-on) Principal vs Agent The Company evaluates whether it is a principal or an agent for all services performed by assessing whether it controls the specified services before they are transferred to its customers. In transactions where the Company directs third-party air carriers to provide flights service to its customers, the Company determined it acts as the principal as it controls the services provided to the customers. In these instances, the Company is primarily responsible for fulfillment of the obligation in the contract, has the authority to direct the key components of the service on behalf of the member or customer regardless of which third-party is used. Therefore, the Company reports revenue and the associated costs on a gross basis in the Consolidated Statements of Operations. In transactions where the Company operates aircraft on behalf of a third party, the Company determined it acts as the agent as it solely carries out the services based on the direction of the third party in exchange for a fixed service fee as determined by the related services agreement. In these instances, the Company reports the service fee as fee revenue net of any operating costs incurred by the Company to perform these services. Operating Expenses Maintenance, Materials and Repairs Maintenance, materials, and repairs expense consists primarily of engine overhauls, mandatory periodic inspections, routine and non-routine The Company uses the direct expense method of accounting for its aircraft engine overhauls, wherein the associated expense is recorded when the overhaul event occurs. Under the direct expense method, all maintenance costs are expensed in the period incurred. As maintenance activities do not represent separately identifiable assets, property units, or enhancements, rather the maintenance activities performed only restore assets to their original operating condition. The Company capitalizes the cost of aircraft engine rebuilds and depreciates them over their useful lives. The costs of maintenance for airframe and avionics components, landing gear and other recurring maintenance are expensed as incurred. Aircraft Fuel Aircraft fuel expense consists of aircraft jet fuel usage expense, along with certain “into-plane” service expenses, which are costs related to loading the fuel into the planes. Airport-related Expenses Airport-related expenses consist of aircraft landing fees, hangar rental expense, aircraft parking fees, terminal rent expense, as well as other airport-related charges. Aircraft Rent The Company accounts for certain of its aircraft leases as operating leases, which results in the recording of the associated lease payments as operating expenses over the term of the related leases on a straight-line basis. Aircraft rent also includes engine reserves paid to lessors in advance of the performance of major maintenance activities, which are recorded as additional rent expense or engine utilization fees. Maintenance costs under these contracts are recognized when the engine hours are flown pursuant to the negotiated terms of each contract. These costs are recorded as part of aircraft rent on the Consolidated Statement of Operations. Salaries, Wages, and Benefits Salaries, wages, and benefits consist of all payroll-related costs relating to the Company’s employees. CARES Act The “CARES Act” represents the reduction of qualified payroll and benefit expenses from proceeds received by the Company from Payroll Support Program (“PSP”) grants and Paycheck Protection Plan (“PPP”) loans under the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”). During 2021, the Company entered into agreements with the U.S. DOT to receive emergency support via monetary grants through the PSP as well as borrowed monies under the government assisted PPP. The Company used proceeds from both the PSP and PPP to make payroll and payroll-related payments to retain employees at the Company during the qualifying period. When received, the proceeds under both the PSP and PPP were recorded as a deferred liability and was subsequently derecognized on a systematic basis over the periods in which the Company paid the qualifying salaries, wages and benefits the PSP grant and PPP loan were intended to offset. The amount of the PPP loan proceeds recorded in the Consolidated Statement of Operations was based on the amount of the PPP loan that was expected to be forgiven (See Note 11, The CARES Act Other Operating Expenses Other operating expenses consist primarily of charges relating to the operation of the Company’s non-wage non-aircraft Fair Value Measurements Fair value is defined as the exchange price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Inputs used to measure fair value are classified in the following hierarchy: Level 1 Inputs are unadjusted, quoted prices for identical assets or liabilities in active markets at the measurement date. Level 2 Inputs other than quoted prices included in Level I, that are observable for the asset or liability, either directly or indirectly, such as quoted market prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the asset or liability. Level 3 Inputs are unobservable inputs that reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Assets and liabilities are classified in the hierarchy based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of the assets and liabilities being measured and their placement within the fair value hierarchy. The Company measures the fair value of certain long-lived assets including finite-lived intangible assets on a nonrecurring basis, when such assets are required to be written down to fair value if impaired. Such fair values are classified within Level 3 of the fair value hierarchy, as the valuations contain significant unobservable inputs, including assumptions of the present value of future cash flows, the use of these assets, as well as estimated disposition value. There were no assets measured at fair value on a recurring basis as of December 31, 2022 and 2021. The carrying amounts of certain financial assets and liabilities, including cash, accounts receivable, other current assets, accounts payable, and accrued expenses approximate fair value because of the short maturity and liquidity of those instruments. The Company’s long-term debt represents term debt. The carrying value of the Company’s long-term debt approximates fair value, which is estimated based on borrowing rates currently available to the Company for financing with similar terms and were determined to be Level 2 fair value measurements. Recent Accounting Pronouncements Adopted In October 2021, the Financial Accounting Standards Board (“FASB”) issued ASU 2021-08, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers ASU 2019-12, Income Taxes, Simplifying the Accounting for Income Taxes In February 2016, the FASB issued ASU 2016-02, Leases (ASC 842) ASU 2016-02 right-of-use ASU 2016-02 Related to the adoption of ASC 842, for existing leases and leases executed subsequent to the adoption of ASC 842 our policy elections are as follows: Separation of lease and non-lease non-lease Short-term policy: Our practical expedients utilized as part of the adoption of ASC 842 were as follows: Practical expedient package a) The Company has not reassessed whether any expired or existing contracts are, or contain, leases. b) The Company has not reassessed the lease classification for any expired or existing leases. c) The Company has not reassessed initial direct costs for any expired or existing leases. Hindsight practical expedient The Company has not elected the hindsight practical expedient, which permits the use of hindsight when determining lease term and impairment of operating lease assets. The impact of the adoption of ASC 842 on the consolidated balance sheet as of January 1, 2022 is as follows: December 31, Adjustments January 1, ASSETS Cash $ 5,710 $ — $ 5,710 Accounts receivable, net 3,174 — 3,174 Prepaid expenses and other current assets 2,509 — 2,509 Total current assets 11,393 — 11,393 Property and equipment, net 14,295 (2,054 ) 12,241 Operating right-of-use — 11,174 11,174 Finance right-of-use — 2,054 2,054 Other assets 3,091 — 3,091 Total assets $ 28,779 $ 11,174 $ 39,953 LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED SHARES AND STOCKHOLDERS’ EQUITY (DEFICIT) Current liabilities Accounts payable $ 1,754 $ — $ 1,754 Accrued salaries, wages and benefits 1,936 — 1,936 Deferred revenue 4,513 — 4,513 Current maturities of long-term debt 497 — 497 Current maturities of capital lease liabilities 129 (129 ) — Operating lease liabilities — 1,635 1,635 Finance lease liabilities — 129 129 Current portion due to related parties 1,016 1,819 2,835 Other current liabilities 2,072 (9 ) 2,063 Total current liabilities 11,917 3,445 15,362 Noncurrent liabilities Long-term debt, net of current maturities 3,468 — 3,468 Long-term capital lease obligations, net of current maturities 1,974 (1,974 ) — Long-term operating lease liabilities — 3,086 3,086 Long-term finance lease liabilities — 1,974 1,974 Due to related parties, net of current portion 4,689 4,657 9,346 Other liabilities 747 (14 ) 733 Total noncurrent liabilities 10,878 7,729 18,607 Total liabilities $ 22,795 $ 11,174 $ 33,969 Commitments and contingencies (Note 19) Redeemable convertible preferred shares Redeemable convertible preferred shares $ 3,624 $ — $ 3,624 Stockholders’ equity Common stock $ — $ — $ — Additional paid-in 8,468 — 8,468 Accumulated deficit (6,108 ) — (6,108 ) Total stockholders’ equity 2,360 — 2,360 Total liabilities, redeemable convertible preferred shares and stockholders’ equity $ 28,779 $ 11,174 $ 39,953 In November 2021, the FASB issued ASU 2021-10, Government Assistance Not Yet Adopted In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). held-to-maturity off-balance available-for-sale ASU 2018-19, Codification Improvements to ASC 326, Financial Instruments — Credit Losses non-public In September 2022, the FASB issued ASU 2022-04, Liabilities — Disclosure of Supplier Finance Program Obligations ASU 2022-04 |
Accrued Expenses
Accrued Expenses | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Payables and Accruals [Abstract] | ||
Accrued Expenses | Note 3. Accrued Expenses As of June 30, 2023 and December 31, 2022, accrued expenses consisted of the following (in thousands) June 30, December 31, Accrued compensation and benefits $ 1,666 $ 1,486 Excise and property taxes payables 6,701 6,446 Interest and commitment fee payable 393 64 Reserve for settlement for non-accredited 185 282 Accrued Monarch legal settlement 1,314 1,314 Accrued professional services 4,121 3,555 Other accrued liabilities 921 1,593 Total accrued expenses $ 15,301 $ 14,740 | Note 6. Accrued Expenses At December 31, 2022 and 2021, accrued expenses consisted of the following ( in thousands December 31, 2022 2021 Accrued compensation and benefits $ 1,486 $ 476 Excise and property taxes payables 6,446 3,768 Interest and commitment fee payable 64 3,257 Reserve for settlement for non-accredited 282 872 Accrued Monarch legal settlement 1,314 1,314 Accrued professional services 3,555 2,392 Other accrued liabilities 1,593 1,120 Total accrued expenses $ 14,740 $ 13,199 |
Financing Arrangements
Financing Arrangements | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Debt Disclosure [Abstract] | ||
Financing Arrangements | Note 4. Financing Arrangements Fair Value of Convertible Instruments The Company has elected the fair value option for the convertible notes, which requires them to be remeasured to fair value each reporting period with changes in fair value recorded in changes in fair value of financial instruments carried at fair value, net on the Condensed Consolidated Statements of Operations, except for change in fair value that results from a change in the instrument specific credit risk which is presented separately within other comprehensive income. The fair value estimate includes significant inputs not observable in the market, which represents a Level 3 measurement within the fair value hierarchy. On April 30, 2023, the Company amended the terms of the 2020 Convertible Note to extend the maturity date from May 1, 2023 to November 1, 2023. All other terms of the note remain the same, bearing compound interest at a rate of 6.25% per annum and a monthly payment of $5 thousand. On June 27, 2023, the Company entered into a conditional exercise agreement for the 2020 Convertible Note to convert upon the merger of the Company into a subsidiary of SAM. The merger occurred on July 21, 2023, and the 2020 Convertible Note converted into redeemable convertible preferred shares (see Note 14. Subsequent Events On June 1, 2023, the Company amended the terms of the 2017 Convertible Notes to extend the maturity date from May 31, 2023 to December 31, 2023. All other terms of the note remain the same. On June 27, 2023, the Company entered into a conditional exercise agreement for the 2017 Convertible Notes to convert upon the merger of the Company into a subsidiary of SAM. The merger occurred on July 21, 2023, and the 2017 Convertible Notes converted into redeemable convertible preferred shares (see Note 14. Subsequent Events The increase in the convertible notes for the six months ended June 30, 2023 is primarily a result of the increase in the fair value of the convertible notes (see Note 5. Fair Value Measurements Fair value of convertible notes (in thousands) Fair Value at June 30, December 31, 2017 Convertible Notes $ 13,243 $ 15,242 2020 Convertible Note 555 706 2017 Convertible Term Note 21,308 13,148 Total $ 35,106 $ 29,096 Fair Value of SAFE Notes The Company’s Simple Agreements for Future Equity notes (“SAFE”) and Simple Agreement for Future Equity with Tokens (“SAFE-T”) SAFE-T SAFE-T SAFE-T The increase in the SAFE notes for the six months ended June 30, 2023 is primarily a result of the increase in the fair value of the SAFE notes (see Note 5. Fair Value Measurements Fair value of SAFE notes (in thousands) Fair Value at June 30, December 31, SAFE note with LamVen, a related party $ 10,302 $ 5,403 SAFE note with LamJam, a related party 9,520 — SAFE note with Park Lane, a related party 10,302 5,403 SAFE note with iHeart Media 13,736 7,203 SAFE note with Palantir 12,362 6,484 SAFE note with a private investor 137 72 SAFE note with a private investor 343 — SAFE-T 143 149 Total $ 56,845 $ 24,714 Less: SAFE notes at fair value, current $ (46,844 ) $ (149 ) SAFE notes at fair value, long term $ 10,001 $ 24,565 On January 31, 2023, the Company entered into a new SAFE note in which the Company agreed to sell an investor up to a number of common shares having an aggregate value of $0.3 million in exchange for cash received in 2023. The resulting conversion prices will be based on a contractually defined discount of 20% of the per share consideration payable to common shareholders, in the event of a change in control or qualified financing, and a 35% discount to the price per share of common shares issued in the event of a de-SPAC On June 15, 2023, the Company entered into a new SAFE note with LamJam LLC (“LamJam”), a related party, for $6.9 million, of which approximately $3.47 million was funded through the cancellation of a promissory note, including principal and interest, payable by the Company to LamVen LLC (“LamVen”), a related party, and $3.47 million was received in cash from LamJam. The resulting conversion prices will be based on a contractually defined discount of 20% of the per share consideration payable to common shareholders, in the event of a change in control or qualified financing, and a 35% discount to the price per share of common shares issued in the event of a de- SPAC transaction, IPO, or direct listing. The maturity date for the SAFE is June 15, 2025. The fair value as of June 30, 2023 is $9.5 million. On June 26, 2023, the Company entered into an agreement with holders of the SAFE notes to transfer all of the Company’s rights, interests, and obligations under the SAFE notes to SAM upon merger of the Company into a subsidiary of SAM, which occurred on July 21, 2023 (see Note 14. Subsequent Events | Note 8. Financing Arrangements Convertible Notes at Fair Value 2017 Convertible Notes During 2017 and 2018, Surf Air issued an aggregate of $6.6 million of convertible notes under the June 2, 2017, convertible note purchase agreement, of which $3.5 million was issued to LamVen, a related party. The 2017 Convertible note has been amended on various dates through December 31, 2022 (the “2017 Notes”), accruing interest at a rate of 22% simple interest per annum if the note is paid in cash at maturity, but also have a conversion interest rate of 8% per annum, if converted. The 2017 Notes are convertible into one of the following: (i) automatically into future preferred shares of the Company at a price per share paid by the other purchasers of new preferred shares multiplied by 70%, upon occurrence of a Qualified Financing (defined as equity financing with gross proceeds of at least $60 million) on or before the maturity date; or (ii) automatically into Class B-2 that the accrued interest at conversion would be calculated at 22% per annum and Company would have the sole discretion on whether the conversion is into Class B-5 Class B-6s On March 24, 2021, 2017 Notes with the total amount of principal and accrued interest of approximately $1.4 million were converted into 3,649,587 Class B-5 On February 15, 2022, the 2017 Notes with the total amount of principal and accrued interest of approximately $2.4 million were converted into 6,215,365 Class B-5 On December 1, 2022, the Company amended the terms of the 2017 Notes to extend the maturity date from December 31, 2022 to May 31, 2023. No other changes to the terms of the 2017 Notes were made. As of December 31, 2022 and 2021, the 2017 Notes had a face value of $3.85 million and $4.85 million, respectively. With accrued interest, the 2017 Notes had a carrying value of $10.7 million and $11.0 million as of December 31, 2022 and 2021. The 2017 Notes are recorded at fair value on the Consolidated Balance Sheets. The fair value of the 2017 Notes as of December 31, 2022 and 2021 was $ 15.2 million and $8.7 million, respectively. Changes in fair value of the 2017 Notes, including accrued interest, was recognized within changes in fair value of financial instruments carried at fair value, net, on the Consolidated Statements of Operations. The 2017 Notes are carried at fair value with a Level 3 assessment. 2020 Convertible Note On May 1, 2020, the Company entered into a convertible promissory note agreement (the “2020 Note”) with a vendor for a principal amount of $0.5 million. On September 30, 2020, the Company entered into an amendment to the 2020 Note increasing the principal amount to $0.6 million in exchange for additional services. The 2020 Note bears compound interest at a rate of 6.25% per annum. Unless converted, principal and any accrued but unpaid interest under the 2020 Note is due and payable upon the written election of the vendor no sooner than 36 months from the agreement date. The 2020 Note matures on May 1, 2023 unless converted earlier. As of December 31, 2022, the Company was also in default of the principal payment for this note. On March 26, 2021, the Company entered into a second amendment to the 2020 Note. The principal after the amendment was $0.6 million. With accrued interest, the carrying amount of the 2020 Convertible Note was $0.7 million at December 31, 2021. On October 1, 2022, the Company amended the 2020 Note to require $5 thousand monthly payments due starting November 15, 2022. The principal amount of the 2020 Note outstanding was $0.6 million as of December 31, 2022 and 2021. The fair value of the 2020 Note at December 31, 2022 and December 2021 was $0.7 million and $0.4 million, respectively. The 2020 Note is recorded at fair value with a Level 3 assessment on the Consolidated Balance Sheets. 2021 Convertible Note During 2021, Surf Air issued an aggregate of $4.5 million of convertible notes (the “2021 Note”) to an entity affiliated with the co-founder Class B-6a 2022 Convertible Notes On January 17, 2022, the Company entered into a convertible note agreement for a principal amount of $3.0 million with Aperitus Limited (f/k/a Marcel Reichart Limited) (the “Aperitus Note”), which bears interest at a rate of 8.25% per annum and matures on December 31, 2022. At the election of the holder at any time, the principal and interest due under the Aperitus Note are convertible into a number of shares of convertible preferred shares sold in the Company’s most recent financing round equal to the aggregate amount due under the Aperitus Note multiplied by two, divided by the price per share of the convertible preferred shares. On May 12, 2022, the note in the amount of $3.0 million was converted into 11,565,581 Class B-6a On February 15, 2022, the Company entered into a $1.0 million convertible note agreement with Vechery Trust (the “Vechery Note”), which was scheduled to mature on December 31, 2022. Interest is due upon maturity at a rate of 8.25% per annum until the note is paid in full whether at maturity, upon acceleration by prepayment or converted into conversion shares. At the election of the holder, the principal and interest due under the Vechery Note are convertible into a number of shares of convertible preferred shares sold in the Company’s most recent financing round equal to the aggregate amount due under the Vechery Note multiplied by two, divided by the price per share of the convertible preferred shares. On February 15, 2022, the Vechery Note in the amount of $1.0 million was converted into 2,832,860 Class B-6a On May 15, 2022, the Company issued a convertible note in exchange for cash of $1.3 million to LamVen, a related party, which was scheduled to mature on the earlier of December 31, 2022 or the date on which the note is otherwise accelerated as provided for in the agreement. Interest is due upon maturity at a rate of 8.25% per annum until the note is paid in full whether at maturity, upon acceleration by prepayment or converted into conversion shares. At the election of the holder, the principal and interest due under the LamVen Note are convertible into a number of shares of convertible preferred shares sold in the Company’s most recent financing round equal to the aggregate amount due under the LamVen Note multiplied by two, divided by the price per share of the convertible preferred shares. On May 17, 2022, the convertible note converted into 4,940,258 Class B-6a 2017 Convertible Term Notes On May 17, 2022, the 2017 Term Notes were converted, via a payoff letter, into a SAFE note allowing for the purchase of common shares having an aggregate value up to $15.2 million (see Note 9, Term Notes Fair Value of Convertible Instruments Fair value of convertible notes (in thousands) Fair Value at December 31, 2022 2021 2017 Convertible Notes $ 15,242 $ 8,716 2020 Convertible Notes 706 408 2021 Convertible Notes — 2,557 2018 Convertible Notes 13,148 0 Total $ 29,096 $ 11,681 SAFE Notes at Fair Value The Company’s Simple Agreements for Future Equity notes (“SAFE”) and Simple Agreement for Future Equity with Tokens (“SAFE-T”) SAFE-T On May 17, 2022, Surf Air and LamVen, a related party, entered into a simple agreement for future equity (the “LamVen SAFE”) in which the Company agreed to sell to LamVen up to a number of common shares having an aggregate value of $7.5 million in exchange for cash received in 2022. The resulting conversion prices will be based on a contractually defined discount of 20% of the per share consideration payable to common shareholders, in the event of a change in control or qualified financing, and a 35% discount to the price per share of common shares issued in the event of a de-SPAC paid-in On May 17, 2022, Surf Air and Park Lane, a related party, entered into a simple agreement for future equity (the “Park Lane SAFE”) in which the Company agreed to sell to Park Lane up to a number of common shares having an aggregate value of $7.5 million in exchange for cash received in 2022. The resulting conversion prices will be based on a contractually defined discount of 20% of the per share consideration payable to common shareholders, in the event of a change in control or qualified financing, and a 35% discount to the price per share of common shares issued in the event of a de-SPAC On May 17, 2022, the Company and iHeart Media entered into a SAFE in which the Company agreed to sell to iHeart Media up to a number of ordinary shares having an aggregate value up to $10.0 million in exchange for future services from iHeart Media (the “iHeart SAFE”). The resulting conversion prices will be based on a contractually defined discount of 20% of the per share consideration payable to common shareholders, in the event of a change in control or qualified financing, and a 35% discount to the price per share of common shares issued in the event of a de-SPAC On June 30, 2022, the Company and Palantir entered into a SAFE in which the Company agreed to sell to Palantir up to a number of ordinary shares having an aggregate value of $9.0 million in exchange for services from Palantir (“Palantir SAFE”). The resulting conversion prices will be based on a contractually defined discount of 20% of the per share consideration payable to common shareholders, in the event of a change in control or qualified financing, and a 35% discount to the price per share of common shares issued in the event of a de-SPAC On September 12, 2022, the Company entered into a simple agreement for future equity in which the Company agreed to sell to an investor up to a number of common shares having an aggregate value of $0.1 million in exchange for cash received in 2022. The resulting conversion prices will be based on a contractually defined discount of 20% of the per share consideration payable to common shareholders, in the event of a change in control or qualified financing, and a 35% discount to the price per share of common shares issued in the event of a de-SPAC As of December 31, 2022 and 2021, an outstanding SAFE-T |
Business Combination
Business Combination | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Southern Airways Corporation | ||
Business Acquisition [Line Items] | ||
Business Combination | Note 4. Business Combinations Surf Air Mobility Acquisition Surf Air acquired the Company on July 27, 2023. Further details are provided in Note 16, Commitments and Contingencies Subsequent Events Multi-Aero, Inc. Acquisition On April 1, 2022, the Company acquired 100% of the issued and outstanding capital stock of St. Louis-based air carrier Multi-Aero, Inc. dba Air Choice One (“MUA” or “Air Choice One”) for total cash purchase consideration of $4.1 million that was funded at close by the Clarus Tranche 1 Note (See Note 10, Long-Term Debt, Net The goodwill is not deductible for tax purposes. At the close of acquisition, Air Choice One was serving a total of three destinations in the United States: Arkansas, Missouri, and Tennessee. The Company accounted for the acquisition as a business combination. The Company allocated the purchase price to tangible and identified intangible assets acquired and liabilities assumed based on the preliminary estimates of their fair values, which were determined using generally accepted valuation techniques based on estimates and assumptions made by management. The fair values are subject to adjustment for up to one year after the close of the transaction as additional information is obtained. Any adjustments to the preliminary purchase price allocation identified during the measurement period are recognized in the period in which the adjustments are determined. Subsequent to this initial allocation, the Company recorded a $0.4 million measurement period adjustment on December 31, 2022 related to identified deferred tax liabilities, which increased goodwill from $0.4 million at June 30, 2022 to $0.8 million at December 31, 2022. The adjustment also resulted in an income tax benefit of $0.4 million during the three months ended December 31, 2022. | Note 4. Business Combination Multi-Aero, Inc. Acquisition On April 1, 2022, the Company acquired 100% of the issued and outstanding capital stock of St. Louis-based air carrier Multi-Aero, Inc. dba Air Choice One (“MUA” or “Air Choice One”) for total cash purchase consideration of $4.1 million that was funded at close by the Clarus Tranche 1 Note (See Note 12, Long-Term Debt, Net There were no adjustments to the allocation of the purchase price during the measurement adjustment period. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Leases | Note 5. Leases Leases primarily pertain to certain controlled aircraft, corporate headquarters, and operational facilities, including space in aircraft hangars, which are accounted for as operating leases. The operating lease cost for noncancelable aircraft and non-aircraft right-of-use right-of-use Operating Lease Commitments — Aircraft As of December 31, 2022 and 2021, the Company had four noncancellable aircraft operating lease agreements for Pilatus PC-12 Related Party Balances and Transactions). The Company recorded rent expense of $1.2 million and $1.9 million related to aircraft leases for the year ended December 31, 2022 and 2021, respectively, and was recorded as part of Cost of Revenue, exclusive of depreciation and amortization in the Company’s Consolidated Statements of Operations. Future minimum payments under noncancelable aircraft operating lease agreements under ASC 842 as of December 31, 2022 are $0.7 million, all expected to be paid in 2023. Operating Lease Commitments — Non-Aircraft The Company’s non-aircraft build-out ASC 842-20-50-9, non-lease non-lease At December 31, 2022 and 2021, Surf Air leased aircraft hangar/tie-down Future minimum payments under noncancelable non-aircraft month-to-month Supplemental information related to the operating leases is as follows ( in thousands December 31, Assets Operating lease right-of-use $ 1,143 Liabilities Lease liabilities (short-term) 903 Lease liabilities (long-term) 246 Total operating lease liabilities $ 1,149 Future minimum payments under noncancelable aircraft and non-aircraft in thousands Amount 2022 $ 1,578 2023 940 2024 229 2025 19 2026 — Total $ 2,766 |
Southern Airways Corporation | |
Leases | Note 13. Leases The Company leases aircraft, airport passenger terminal space, portions of and full aircraft hangars and other airport facilities, other commercial real estate and office space. Certain of these leases include provisions for variable lease payments which are based on several factors, including, but not limited to, relative leased square footage, passenger facility charges, terminal equipment usage fees, departures, and airports’ annual operating budgets. Due to the variable nature of the rates, these leases are not recorded on the Company’s Consolidated Balance Sheet as a right-of-use right-of-use right-of-use non-lease right-of-use Upon adoption of ASC 842 on January 1, 2022, the Company recognized an operating lease right-of-use right-of-use right-of-use Operating Leases The Company leased various aircraft, airport passenger terminal space, space at aircraft hangars and other airport facilities, other commercial real estate, and offices under non-cancelable Aircraft Leases The Company had 27 operating leases of aircraft at December 31, 2022, of which ten of the aircraft leases were from three related parties, Schuman Aviation Ltd., JA Flight Services, and BAJ Flight Services LLC (see Note 18, Related Party Transactions three non-escalating Non-Aircraft The Company’s non-aircraft Supplemental balance sheet information related to leases is as follows (in thousands) Operating Leases Classification As of Assets Right-of-use Operating lease right-of-use $ 15,149 Liabilities Current lease liabilities Operating lease liabilities 3,302 Current lease liabilities Current portion due to related parties 1,772 Non-current Long-term operating lease liabilities 8,452 Non-current Due to related parties, net of current portion 2,606 Total lease liabilities 16,132 Lease term and discount rate were as follows: As of December 31, 2022 Weighted average remaining lease term 3.4 years Weighted average discount rate 8.45 % The components of lease cost are as follows (in thousands) Lease Cost Classification Year ended Operating lease cost — aircraft Aircraft rent $ 4,483 Operating lease cost — non-aircraft Airport-related and other operating expenses 380 Short-term lease cost Airport-related and other operating expenses 2,416 Variable lease cost Aircraft rent 922 Engine reserves Aircraft rent 2,727 Total lease cost $ 10,928 Supplemental disclosures of cash flow and other information related to leases are as follows (in thousands) Year ended Cash paid for operating lease liabilities $ 5,217 Non-cash 8,968 Maturities of operating lease liabilities are as follows as of December 31, 2022 (in thousands) Amount 2023 $ 6,197 2024 5,265 2025 3,809 2026 2,351 2027 936 Thereafter — Total lease payment, undiscounted 18,558 Less: imputed interest 2,426 Total $ 16,132 Maturities of operating lease liabilities were as follows as of December 31, 2021 under ASC 840 (in thousands) Amount 2022 $ 4,586 2023 4,374 2024 2,889 2025 1,239 2026 465 Total $ 13,553 Finance Leases The Company’s finance lease assets include one aircraft, camera equipment, and a vehicle. Supplemental balance sheet information related to leases is as follows (in thousands) As of Assets Finance lease right-of-use $ 1,546 Liabilities Finance lease liabilities 134 Long-term finance lease liabilities 1,838 Total finance lease liabilities $ 1,972 Lease term and discount rate are as follows: As of Weighted average remaining lease term 3.1 years Weighted average discount rate 9.71 % Supplemental disclosures of cash flow and other information related to leases are as follows (in thousands) Year Ended Cash paid for finance lease liabilities 323 Supplemental information related to the finance leases is as follows: As of December 31, 2021, three capital leased assets, consisting of one aircraft, camera equipment, and one vehicle were included in property and equipment, net on the Consolidated Balance Sheet at a combined cost of $2.4 million with accumulated amortization of $354 thousand. Maturities of finance lease liabilities are as follows as of December 31, 2022 (in thousands) Amount 2023 $ 323 2024 323 2025 312 2026 1,526 2027 — Total lease payment, undiscounted 2,484 Less: imputed interest 512 Total $ 1,972 Maturities of capital lease liabilities were as follows as of December 31, 2021 under ASC 840 (in thousands) Amount 2022 $ 323 2023 323 2024 323 2025 312 Thereafter 1,526 Total lease payment, undiscounted $ 2,807 Less: imputed interest 704 Total $ 2,103 |
Joint Venture
Joint Venture | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Southern Airways Corporation | ||
Schedule of Equity Method Investments [Line Items] | ||
Joint Venture | Note 5. Joint Venture During the quarter ended June 30, 2022, the Company acquired a 50% membership interest in Mariana Southern Airways LLC (“Marianas”) for the purposes of providing inter-island air flight services for the transportation of passengers and cargo throughout the Mariana Islands. On July 1, 2022, the Company executed an airline services agreement with Marianas to provide regular scheduled air transportation service. Based on the substantial services that the Company provided, as well as the power to direct operations, per the airline services agreement, the Company determined it was the primary beneficiary of Marianas. The Company had the power to direct the commercial and operating activities of Marianas and had the obligation to absorb losses and the right to receive substantially all of the benefits from Marianas as of the agreement execution date of July 1, 2022. As the primary beneficiary, the Company consolidated the assets and liabilities of Marianas in its Condensed Consolidated Balance Sheet as of December 31, 2022, recorded the operational results of Marianas in the Condensed Consolidated Statement of Operations through March 31, 2023 and recorded noncontrolling interest for the 50% interest attributable to MP Enterprises, LLC (the “JV partner”) as of March 31, 2023 and December 31, 2022. Intercompany transactions between the Company and Marianas were eliminated upon consolidation. On February 21, 2023, the Office of the Governor of the CNMI issued a letter to Marianas terminating the Incentive Agreement between Marianas and the CNMI government. The Incentive Agreement had approximately twelve months remaining in duration. On April 1, 2023, the airline services agreement between Marianas and the Company was terminated, and Marianas airline operations ceased, as a result of the CNMI government terminating the Incentive Agreement. With the termination of the airline services agreement and ceasing Marianas operations, the Company determined that it is no longer the primary beneficiary of Marianas, which resulted in the deconsolidation of Marianas during the three months ended June 30, 2023. The Company deconsolidated $0.1 million of current assets consisting of cash, spare parts and prepaid expenses; $0.3 million of long-term assets consisting of property, plant and equipment and security deposit; and $1.5 million of current liabilities consisting of $0.1 million in payroll liabilities, $0.6 million of deferred incentive income, and $0.8 million of amounts due to the JV partner for expenses paid by the JV partner on behalf of Marianas. The investment in the unconsolidated entity in Marianas was $0 at June 30, 2023 and is accounted for under the equity method. The Company has an accrued liability of $0.6 million due to the JV partner as of June 30, 2023 related to capital contributions provided for an aircraft used in Marianas operations. During the three months ended June 30, 2023, the Company incurred costs of $0.3 million related to the winding down of operations of Marianas including hangar rent, employee salaries and aircraft carrying costs, which were shared equally by the Company and the JV partner. The Company recorded its share of these costs as operating expenses on the Condensed Consolidated Statements of Operations. The remaining costs attributable to the JV partner was recorded as a reduction in the amount due to the JV partner. As of June 30, 2023, the amount due to JV Partner totaled $0.4 million in Other Current Liabilities in the accompanying Condensed Consolidated Balance Sheets (See Note 9, Other Current Liability | Note 5. Joint Venture During the second quarter of 2022, the Company acquired a 50% membership interest in Mariana Southern Airways LLC (“Marianas”) for the purposes of providing inter-island air flight services for the transportation of passengers and good throughout the Mariana Islands. On July 1, 2022 the Company executed an airline services agreement with Marianas to provide regular scheduled air transportation service. Based on the substantial services that the Company provides, as well as the power to direct operations, per the airline services agreement, the Company has determined it is the primary beneficiary of Marianas. The Company has the power to direct the commercial and operating activities of Marianas and has the obligation to absorb losses and right to receive substantially all of the benefits from Marianas as of the agreement execution date of July 1, 2022. As the primary beneficiary, the Company consolidates the assets and liabilities of Marianas in its Consolidated Balance Sheet as of December 31, 2022, records the operational results of Marianas in the Consolidated Statement of Operations since the inception date through December 31, 2022, and records noncontrolling interest for the 50% interest attributable to MP Enterprises, LLC (the “JV partner”). Intercompany transactions between the Company and Marianas have been eliminated upon consolidation. Asset and liabilities related to Marianas are presented below: December 31, ASSETS Cash $ 8 Prepaid expenses and other current assets 380 Total current assets 388 Property and equipment, net 337 Other assets 6 Total assets $ 731 LIABILITIES Current liabilities Accounts payable $ 24 Due to MP Enterprises, LLC 984 Accrued salaries wages and benefits 42 Current deferred incentive income 678 Total current liabilities 1,728 Noncurrent liabilities Noncurrent deferred incentive income 357 Total noncurrent liabilities 357 Total liabilities $ 2,085 The government of the CNMI provided incentives to Marianas, pursuant to the Incentive Agreement in order to help mitigate the associated start-up 18-month per-flight In the first quarter of 2022, Marianas received $1.5 million pursuant to the Incentive Agreement for reimbursement of qualified start-up start-up start-up The Company has purchased three aircraft for use in Marianas operations for which it has sole title (See Note 7, Property and Equipment, net ten-year ten-year Long-Term Debt, Net The Company classified the above mentioned $1.0 million incentive as deferred incentive income, which is included in the other current liabilities and other noncurrent liabilities on the Consolidated Balance Sheets. The Company recognizes the deferred incentive income ratably throughout the Incentive Agreement period. For the year ended December 31, 2022, the Company has recognized approximately $282 thousand of incentive income that is included in Other Income, net in the accompanying Consolidated Statements of Operations. As of December 31, 2022, the Company recorded the remaining $735 thousand as deferred incentive income, of which $678 thousand is included in other current liabilities and $57 thousand is included in other noncurrent liabilities in the accompanying Consolidated Balance Sheets. As of December 31, 2022, Marianas also received an additional advance to be applied against future per-flight Subsequent Events |
Property and Equipment, Net
Property and Equipment, Net | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2022 | |
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, Net | Note 4. Property and Equipment, net As of December 31, 2022 and 2021, property and equipment, net consisted of the following (in thousands) December 31, 2022 2021 Furniture and fixtures $ 96 $ 90 Equipment and vehicle 160 154 Internal-use 434 458 Leasehold improvements 656 622 Property and equipment, gross 1,346 1,324 Accumulated depreciation (722 ) (621 ) Property and equipment, net $ 624 $ 703 The Company recorded depreciation expense on property and equipment of $0.4 million and $0.4 million for the years ended December 31, 2022 and 2021, respectively, which was recognized as a component of depreciation and amortization expense in the accompanying Consolidated Statements of Operations. During the year ended December 31, 2022, the Company wrote off $0.3 million of fully depreciated assets, including $0.2 million of internally developed software. During the year ended December 31, 2021, the Company returned two planes to the Lessor that had leasehold improvements upon the lease termination. The leasehold improvements resulted in a loss on disposal of assets of $0.1 million for the year ended December 31, 2021. | |
Southern Airways Corporation | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, Net | Note 7. Property and Equipment, net Property and equipment, net, consists of the following ( in thousands June 30, December 31, Aircraft, equipment and rotable spares $ 37,564 $ 37,566 Office, vehicles and ground equipment 2,270 2,439 Leasehold improvements 2,355 2,309 Property and equipment, gross 42,189 42,314 Accumulated depreciation (7,249 ) (5,760 ) Property and equipment, net $ 34,940 $ 36,554 The Company recorded depreciation expense of $800 thousand and $530 thousand for the three months ended June 30, 2023 and 2022, respectively. The Company recorded depreciation expense of $1.6 million and $934 thousand for the six months ended June 30, 2023 and 2022, respectively. Depreciation expense is recognized as a component of Depreciation and Amortization expense in the accompanying Condensed Consolidated Statement of Operations. For the three and six months ended June 30, 2023 there was a gain of $342 thousand on the sale of an aircraft. For the three and six months ended June 30, 2022, any gain or loss on disposal of property and equipment was not material. | Note 7. Property and Equipment, net Property and equipment, net, consists of the following ( in thousands December 31, 2022 2021 Aircraft, equipment, and rotable spares $ 37,566 $ 14,622 Office, vehicles and ground equipment 2,439 1,651 Leasehold improvements 2,309 1,658 Property and equipment, gross 42,314 17,931 Accumulated depreciation (5,760 ) (3,636 ) Property and equipment, net $ 36,554 $ 14,295 During • In April 2022, the Company purchased a total of three previously leased aircraft from a lessor for $1.6 million per aircraft. The Company financed one of the aircraft purchases with the Clarus Tranche 2 Note and the other two aircraft purchases with the Clarus Tranche 3 Note. • In April 2022, the Company purchased a total of three aircraft and a spare aircraft engine as part of the Air Choice One Acquisition, for a total purchase consideration of $4.2 million. The transaction was financed by the Clarus Tranche 1 Note. • In May 2022, the Company purchased one aircraft for approximately $2.8 million from Tecnam S.p.A (“Tecnam”) to carry out the inter-island scheduled and chartered air service between Guam and CNMI in relation to Marianas. Marianas paid $1.0 million in cash. The Company financed the remaining with a $1.8 million Promissory Note issued to Tecnam. • In June 2022, the Company purchased one aircraft for approximately $1.8 million, for which the Company paid $0.1 million in cash and financed the remainder through the Clarus Tranche 3 Note. • In June 2022, the Company purchased a total of four aircraft for a total consideration of $4.5 million. The Company financed the purchase of all four aircraft with the Clarus Tranche 3 Note. • In July 2022, the Company purchased one aircraft for approximately $2.8 million, where the Company paid $250 thousand in cash. Marianas, the Company’s joint venture paid $200 thousand in cash. MP Enterprises, LLC, the joint venture’s partner in Marianas paid $350 thousand in cash. The Company financed the remainder with Tecnam, the seller of the aircraft. • In August 2022, the Company purchased one aircraft for approximately $2.9 million. The Company financed the purchase with the Clarus Tranche 4 Note. The Company recorded depreciation expense of $2.4 million and $1.3 million for the year ended December 31, 2022 and 2021, respectively, which was recognized as a component of Depreciation and Amortization expense in the accompanying Consolidated Statement of Operations. For the years ended December 31, 2022 and 2021, the gain or loss on disposal of property and equipment was not material. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 5. Fair Value Measurements The fair values of the convertible notes, SAFE instruments, preferred stock warrant liabilities, and derivative liability were based on the estimated values of the notes, SAFE instruments, warrants, and derivatives upon conversion including adjustments to the conversion rates, which were probability weighted associated with certain events, such as a sale of the Company or becoming a public company. The estimated fair values of these financial liabilities were determined utilizing the Probability-Weighted Expected Return Method and is considered a Level 3 fair value measurement. Significant unobservable inputs used in the valuation models as of June 30, 2023 and December 31, 2022 were as follows: June 30, December 31, Public listing probability 90 % 50 % Lack of marketability 32 % 32 % Discount rates used in the sale scenario for debt instruments 0 % 70 % Discount rates used in the public listing scenario 20% % 20% – % Probability weighted volatility 76 % 147 % Assets and liabilities are classified in the hierarchy based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of the assets and liabilities being measured and their placement within the fair value hierarchy. The following tables summarize the Company’s financial liabilities that are measured at fair value on a recurring basis in the condensed consolidated financial statements (in thousands) Fair Value Measurements at June 30, 2023 Using: Level 1 Level 2 Level 3 Total Liabilities: Convertible notes at fair value — — $ 35,106 $ 35,106 Preferred shares warrant liability — — 11 11 SAFE notes at fair value — — 56,845 56,845 GEM derivative liability — — 11,397 11,397 Total financial liabilities $ — $ — $ 103,359 $ 103,359 Fair Value Measurements at December 31, Level 1 Level 2 Level 3 Total Liabilities: Convertible notes at fair value — — $ 29,096 $ 29,096 Preferred shares warrant liability — — 51 51 SAFE notes at fair value — — 24,714 24,714 GEM derivative liability — — 2,963 2,963 Total financial liabilities $ — $ — $ 56,824 $ 56,824 The following table provides a reconciliation of activity and changes in fair value for the Company’s convertible loans and redeemable convertible preferred stock warrant liability using inputs classified as Level 3 (in thousands) Convertible Preferred SAFE GEM Balance at December 31, 2021 $ 11,681 $ 9 $ 19 $ 435 Issuance of convertible notes 4,191 — 11,839 — Conversion of convertible notes to preferred shares (10,257 ) — — — Conversion of PFG liability to convertible note 11,197 — — — Change in fair value 12,284 42 12,856 2,528 Balance at December 31, 2022 $ 29,096 $ 51 $ 24,714 $ 2,963 Issuance of SAFE notes — — 3,716 — Conversion of related party notes to SAFE — — 4,354 — Payments of borrowings on convertible notes (35 ) — — — Change in fair value 6,045 (40 ) 24,061 8,434 Balance at June 30, 2023 $ 35,106 $ 11 $ 56,845 $ 11,397 |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Southern Airways Corporation | ||
Summary Of Prepaid Expenses And Other Assets Current [Line Items] | ||
Prepaid Expenses and Other Current Assets | Note 6. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following ( in thousands June 30, December 31, Vendor prepayments $ 132 $ 106 Progress payments for software development — 164 Expendable spare parts 212 171 Credit card receivables 172 198 Prepaid fuel 266 294 Federal excise taxes receivables 335 320 Surf Air cost reimbursements 112 420 Engine reserves (1) 2,411 1,477 Prepaid insurance 466 1,849 Other 719 546 Total prepaid expenses and other current assets $ 4,825 $ 5,545 (1) At June 30, 2023 and December 31, 2022, this includes $1.7 million and $0.9 million, respectively, which relates to SkyWest, a related party | Note 6. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following: ( in thousands December 31, 2022 2021 Vendor prepayments $ 106 $ — Progress payments for software development 164 — Expendable spare parts 171 157 Credit card receivables 198 150 Prepaid fuel 294 96 Federal excise taxes receivables 320 131 Surf Air cost reimbursements 420 — Engine reserves (1) 1,477 508 Prepaid insurance 1,849 1,043 Other 546 424 Total prepaid expenses and other current assets $ 5,545 $ 2,509 (1) Includes $0.9 million related to SkyWest, which is a related party. |
Warrants
Warrants | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Warrants and Rights Note Disclosure [Abstract] | ||
Warrants | Note 6. Warrants Preferred Share Warrants Convertible Preferred Share Warrant Liability Warrants to purchase shares of convertible preferred stock are classified as Other long term liabilities on the Condensed Consolidated Balance Sheets and are subject to remeasurement to fair value at each balance sheet date with changes in fair value recorded in Changes in fair value of financial instruments carried at fair value, net on the Condensed Consolidated Statements of Operations. There were no convertible preferred share warrants issued in the six months ended June 30, 2023. The convertible preferred share warrants issued and outstanding as of June 30, 2023 and December 31, 2022 were 805,823 shares of B-2 B-3 B-4 Ordinary Share Warrants Warrants were issued by the Company in connection with debt and equity capital raising transactions, as well as part of debt restructuring activities. The warrants may be exercised with respect to the warrant shares at any time, or from time to time, in whole or in part at any time on or prior to the expiration date, which is seven re-issued Subsequent Events On June 14, 2023, an ordinary warrant holder exercised 913,395 ordinary warrants with an exercise price of $0.01 per share. Total outstanding ordinary share warrants issued by the Company were 3,701,255 and 4,614,651 as of June 30, 2023 and December 31, 2022, respectively. | Note 10. Warrants Preferred Share Warrants Convertible Preferred Share Warrant Liability Warrants to purchase shares of convertible preferred stock are classified as liabilities on the consolidated balance sheet at fair value upon issuance because the underlying shares of convertible preferred share are redeemable at the option of the holders upon the occurrence of certain deemed liquidation events considered not solely within the Company’s control, which may therefore obligate the Company to transfer assets at some point in the future. The convertible preferred share warrants are subject to remeasurement to fair value at each balance sheet date and any change in fair value is recognized as a component of other expense, net in the consolidated statement of operations. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise of expiration of the warrants, or the completion of a deemed liquidation event. At that time, the convertible preferred share warrant liability will be reclassified into convertible preferred share or additional paid-in During 2022 and 2021, the Company did not issue any convertible preferred share warrants and recorded the following preferred warrant shares issued and outstanding: 805,823 shares of B-2 B-3 preferred B-4 The changes in carrying amounts of warrant liabilities for the years ended December 31, 2022 and 2021 were as follows (in thousands) December 31, 2022 2021 Warrant liabilities, beginning of the year $ 9 $ 35 Change in fair value of warrants 42 (26 ) Warrant liabilities, end of the year $ 51 $ 9 Ordinary Share Warrants Warrants were issued by the Company in connection with debt and equity capital raising transactions, as well as part of debt restructuring activities. The warrants may be exercised with respect to the warrant shares at any time, or from time to time, in whole or in part at any time on or prior to the expiration date, which is seven to ten years from the issuance date. The warrants will terminate the earlier of the expiration date or change in control due to the Company’s initial public offering pursuant to a public registration statement, or the closing of a deemed liquidation event. If there is no change in control, the warrants without a stated expiration date never expire. The warrants will terminate on the earlier of the expiration date or change in control upon effectiveness of the Company’s registration statement or upon the closing of a deemed liquidation event. If there is no change in control, the warrants without a stated expiration date never expire. At December 31, 2022 and 2021, the Company had the following ordinary share warrants issued and outstanding (in thousands, except share and per share data) Shares Issuance Exercise Price Expiration Warrant Class 2022 2021 Ordinary share warrant 1,264,488 1,264,488 August 2016 $ 0.21 July 2025 Ordinary share warrant 1,982,802 1,982,802 May 2017 $ 0.01 May 2027 Ordinary share warrant 1,189,681 1,189,681 July 2017 $ 0.01 July 2027 Ordinary share warrant 2,399,570 2,399,570 February 2018 $ 0.01 February 2028 Ordinary share warrant 5,597,006 5,597,006 September 2018 $ 0.01 September 2028 Ordinary share warrant 1,742,784 1,742,784 December 2018 $ 0.01 Change in Control Ordinary share warrant 23,515,057 23,515,057 December 2020 $ 0.01 Change in Control Ordinary share warrant 45,322,638 45,322,638 February 2021 $ 0.01 Change in Control Ordinary share warrant 364,955 364,955 March 2021 $ 0.01 March 2028 Ordinary share warrant 16,168,295 16,168,295 June 2021 $ 0.01 June 2031 Ordinary share warrant 621,534 — February 2022 $ 0.01 February 2032 Ordinary share warrant 3,200,000 — June 2022 $ 0.01 Change in Control 103,368,810 99,547,276 During the year ended December 31, 2021, the Company issued warrants to purchase 364,955 ordinary shares at an exercise price of $0.01 per share to different individuals, as the part of the conversion of the debt in 2021, pursuant to the 2017 Convertible Note Purchase Agreement dated June 2, 2017. The fair value of the warrants as of issuance was $0.02 million using Level 3 fair value measurements. The ordinary share warrants remain unexercised as of December 31, 2022. (see Note 8, Financing Arrangements During 2021, the Company also issued warrants to purchase 16,168,295 ordinary shares at an exercise price of $0.01 per share to Partners for Growth V, L.P. (“PFG”) in conjunction with the amendment to the 2017 Term Notes. The fair value of the warrants as of issuance was $0.8 million using Level 3 fair value measurements. The ordinary share warrants remain unexercised as of December 31, 2022. On February 15, 2022, the Company issued 621,534 ordinary shares at an exercise price of $0.01 per share in connection with the conversion of the 2017 Notes. On June 10, 2022, the Company issued warrants to purchase 3,200,000 ordinary shares to Globe Capital Partners, LLC, in exchange for advisory services. The ordinary share warrants remain unexercised as of December 31, 2022. The following is a summary of assumptions used in the Black-Scholes model to determine the fair value of warrants granted during the years ended December 31, 2022 and 2021: December 31, 2022 2021 Risk-free interest rate 3.35 % 1.49 % Expected term (in years) 5.8 2.0 Dividend yield — — Expected volatility 159.9 % 89.0 % |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Long-Term Purchase Commitment [Line Items] | ||
Commitments and Contingencies | Note 7. Commitments and Contingencies Software License Agreements On May 18, 2021, the Company executed two agreements with Palantir Technologies Inc. to license a suite of software for the term of seven years commencing on the effective date. The agreements identify two phases: an Initial Term from May 18, 2021 through June 30, 2023 with a cost of $11.0 million and an Enterprise Term from July 1, 2023 to May 7, 2028 with a cost of $39.0 million, for a total software cost of $50.0 million. As of June 30, 2023 and December 31, 2022, the Company capitalized $2.0 million of services that Palantir has provided to the Company. Share Purchase Agreement with GEM During 2020, the Company entered into a Share Purchase Agreement (“SPA”) with GEM Global Yield LLC SCS (“GEM”) and an entity affiliated with GEM to provide incremental financing in the event the Company completed a business combination transaction with a special purpose acquisition company (“SPAC”), IPO, or direct listing. Pursuant to the SPA, GEM is required to purchase ordinary shares of the Company at a discount to the volume weighted average trading price up to a maximum aggregate purchase price of $200.0 million, and in return the Company agreed to pay a total commitment fee of $4.0 million payable in installments at the time of each purchase of ordinary shares or no later than one year from the anniversary of a public listing transaction and issued a forward contract for GEM to purchase 0.75% of the Company’s fully-diluted ordinary shares outstanding upon completion of a public listing transaction at an exercise price of $0.01 per ordinary share. On May 17, 2022 and February 8, 2023, the SPA was further amended and restated in which the Company entered into the Share Subscription Facility with GEM, which increases the facility to $400.0 million and the commitment fee to $8.0 million. Pursuant to the Share Subscription Facility, upon the terms of and subject to the satisfaction of certain conditions, Surf Air Mobility Inc (“SAM”), a wholly owned subsidiary of the Company, will have the right from time to time at its option to direct GEM to purchase up to a specified maximum amount of shares of common stock, up to a maximum aggregate purchase price of $400.0 million (the “ Aggregate Limit On June 15, 2023, July 21, 2023, and July 24, 2023, the SPA was further amended to modify the shares to be issued upon completion of a public listing transaction from an amount equal to 0.75% of the Company’s fully-diluted ordinary shares outstanding to a fixed 1,300,000 shares of SAM common stock. The amendments also modified certain registration requirements whereby SAM is obligated to file a re-sale The Company has accounted for the commitment as a derivative financial instrument which is recorded at fair value within Other long term liabilities on the Condensed Consolidated Balance Sheets. As of June 30, 2023 and December 31, 2022, the fair value of the GEM commitment was $11.4 million and $3.0 million, respectively. Changes in fair value were recorded in Changes in fair value of financial instruments carried at fair value, net on the Condensed Consolidated Statements of Operations. GEM Purchase On June 15, 2023, and amended on July 21, 2023, and July 24, 2023, SAM and GEM entered into a share purchase agreement whereby GEM would purchase 1,000,000 shares of SAM common stock for cash consideration of $25.0 million. Under the terms of the registration rights, SAM is obligated to file a re-sale re-sale Convertible Note Purchase Agreement On June 21, 2023, the Company entered into a convertible note purchase agreement (the “Convertible Note Purchase Agreement”) with Partners for Growth V, L.P. (“PFG”) for a senior unsecured convertible promissory note (the “Promissory Note”) for an aggregate principal amount of $8.0 million (the “PFG Investment”). The note bears interest at a rate of 9.75% and matures on December 31, 2024. All unpaid principal and interest balances may be converted into shares of SAM common stock, at the option of the holder, at a price equal to 120% of the initial listing price of SAM common stock. Funding of the initial principal, among other criteria, is contingent upon SAM’s approval for listing on the New York Stock Exchange. Licensing, Exclusivity and Aircraft Purchase Arrangements Textron Agreement On September 15, 2022, Textron Aviation Inc. and one of its affiliates (“TAI”), entered into a Collaboration Agreement for engineering services, licenses, sales and marketing, and aircraft purchase agreements with the Company, which are only effective as of the first trading date of shares of common stock of SAM on a national securities exchange (“Effective Date”). The agreements became effective as of the Company’s direct listing on July 27, 2023. The Collaboration Agreement provides, among other things, that TAI will provide the Company certain services in furtherance of development of an electrified powertrain technology (the “SAM System”). Under the Collaboration Agreement, the Company agrees to meet certain development milestones by specified dates, including issuance of a supplemental type certificate by the FAA. Should the Company fail to meet certain development milestones, TAI has the right to terminate the agreement. The licensing agreement grants the Company a nonexclusive license to certain technical information and intellectual property for the purpose of developing an electrified propulsion system for the Cessna Caravan aircraft, and to assist in obtaining Supplemental Type Certificates (“STC”) from the Federal Aviation Administration (“FAA”), including any foreign validation by any other aviation authority, for electrified propulsion upfits/retrofits of the Cessna Caravan aircraft. The licensing agreement provides for payment by the Company of license fees aggregating $60.0 million over a multi-year period, with the first $25 million due in the third quarter of 2023. Under the sales and marketing agreement, the parties agreed to develop marketing, promotional and sales strategies for the specifically configured Caravans and further agreed to: (a) include the SAM Aircraft in sales and marketing materials (print and digital) distributed to authorized dealers, (b) prominently display the SAM Aircraft on their respective websites and social media, (c) include representatives of SAM and TAI at trade show booths, (d) market SAM Aircraft and conversions to SAM Aircraft to all owners of pre-owned th Under the aircraft purchase agreement, the Company may purchase 100 specifically configured Caravans having an aggregate purchase price in excess of $300.0 million, with an option to purchase an additional 50 specifically configured Caravans having an aggregate purchase price in excess of $150.0 million, over the course of 7 years. The final price to be paid by the Company will be dependent upon a number of factors, including the final specifications of such aircraft and any price escalations. Jetstream Agreement On October 10, 2022, SAM and Jetstream Aviation Capital, LLC (“Jetstream”) entered into an Agreement (the “Jetstream Agreement”) that provides for a sale and/or assignment of purchase rights of aircraft from SAM to Jetstream and the leaseback of such aircraft from Jetstream to SAM within a maximum aggregate purchase amount of $450.0 million, including a $120.0 million total minimum usage obligation for SAM. The agreement may be terminated: (i) if the Company’s common stock is not publicly listed and the Southern acquisition is not consummated prior to December 31, 2023; (ii) upon a termination notice by either party in the event that a material adverse change in the business of the other party is not resolved within 30 days of such notice; and (iii) as mutually agreed in writing by the parties. Business Combination Agreements The Company entered into a business combination agreement, dated as of May 17, 2022 (the “Merger Agreement”) with Tuscan Holdings Corp II (“Tuscan”). On November 14, 2022, SAM and Tuscan mutually terminated the Merger Agreement. SAM is obligated to issue to Tuscan 635,000 shares of common stock or 600,000 of common stock and $0.7 million in cash upon a triggering event defined as a direct listing, IPO or a business combination with a SPAC (see Note 14. Subsequent Events). On November 11, 2022, SAM entered into an amendment to the acquisition agreement with Southern Airways Corporation dated as of March 17, 2021, as amended on August 22, 2021 and on May 17, 2022, to reflect the termination of the Merger Agreement with Tuscan and to reflect that SAM will acquire 100% of the equity interests in Southern Airways Corporation in exchange for shares equal to the greater of $81.25 million (based on the opening price per share on the first day of listing of SAM common shares) or 12.5% of SAM’s fully-diluted common shares prior to the issuance of the Tuscan shares, the SAFE settlement shares, and any initial issuance in connection with the GEM SPA. The completion of the acquisition of Southern Airways Corporation is contingent on, among other things, the effectiveness of a public registration statement, the approval for listing of the Company’s common stock, regulatory approvals and other customary closing conditions. On May 25, 2023, SAM entered into an amendment to the acquisition agreement with Southern Airways Corporation, whereby the outside date by which the transaction could be consummated was extended to July 31, 2023. No other terms to the previously amended acquisition agreement were changed. On June 15, 2023, SAM entered into an amendment to the acquisition agreement with Southern Airways Corporation, whereby the closing of the Merger Agreement was agreed to occur on the morning of SAM’s initial listing on the New York Stock Exchange, prior to market opening. No other terms to the previously amended acquisition agreement were changed. The merger with Southern Airways Corporation closed on July 27, 2023 (see Note 14. Subsequent Events). Guarantees The Company indemnifies its officers and directors for certain events or occurrences arising as a result of the officer or director serving in such capacity. The term of the indemnification period is for the officer or director’s lifetime. The maximum potential future amount the Company could be required to pay under these indemnification agreements is unlimited. The Company believes its insurance would cover any liability that may arise from the acts of its officers and directors and as of June 30, 2023 the Company is not aware of any pending claims or liabilities. The Company entered into indemnification provisions under agreements with other parties in the ordinary course of business, typically with business partners, contractors, customers, landlords and investors. Under these provisions, the Company generally indemnifies and holds harmless the indemnified party for losses suffered or incurred by the indemnified party as a result of its activities or, in some cases, as a result of the indemnified party’s activities under the agreement. These indemnification provisions often include indemnifications relating to representations Surf Air has made with regards to intellectual property rights. These indemnification provisions generally survive termination of the underlying agreement. The maximum potential future amount the Company could be required to pay under these indemnification provisions is unlimited. Legal Contingencies In 2017, the Company acquired Rise U.S. Holdings, LLC (“Rise”). Prior to the close of the acquisition, Rise Alpha, LLC and Rise Management, LLC, (both of which are wholly-owned subsidiaries of Rise and hereinafter referred to as the “Rise Parties”), were served with a petition for judgment by Menagerie Enterprises, Inc. (“Monarch Air”), relating to breach of contract for failure to pay Monarch Air pursuant to the terms and conditions of the Monarch Air Flight Services Agreement, which occurred prior to the Company’s acquisition of Rise. The Rise Parties filed numerous counterclaims against Monarch Air, including fraud, breach of contract, and breach of fiduciary duty. Rise, a subsidiary of the Company, was named as a party in the lawsuit. During 2018 and 2019, certain summary judgements were granted in favor of Monarch Air. On November 8, 2021, the Rise Parties entered into a final judgment in respect of litigation to finally resolve all claims raised by Monarch Air and the Rise Parties agreed to pay actual damages of $1.0 million, pre-judgment Surf Air is also a party to various other claims and matters of litigation incidental to the normal course of its business, none of which were considered to have a potential material impact as of June 30, 2023. Tax Commitment On May 15, 2018, Surf Air received notice of a tax lien filing from the Internal Revenue Service (“IRS”) for unpaid federal excise taxes for the quarterly periods beginning October 2016 through September 2017 in the amount of $1.9 million, including penalties and interest as of the date of the notice. The Company agreed to a payment plan (“Installment Plan”) whereby the IRS would take no further action and remove such liens at the time such amounts have been paid. In 2019, the Company defaulted on the Installment Plan. Defaulting on the Installment Plan can result in the IRS nullifying such plan, placing the Company in default and taking collection action against the Company for any unpaid balance. The Company’s total outstanding federal excise tax liability, including accrued penalties and interest, is recorded in Accrued expenses on the Condensed Consolidated Balance Sheets and is in the amount of $6.6 million and $5.8 million as of June 30, 2023 and December 31, 2022, respectively. During 2018, the Company defaulted on its property tax obligations in various California counties in relation to fixed assets, plane usage and aircraft leases. The Company’s total outstanding property tax liability including penalties and interest is $2.1 million and $1.7 million as of June 30, 2023 and December 31, 2022, respectively. | Note 11. Commitments and Contingencies Software License Agreements On May 18, 2021, the Company executed two agreements with Palantir Technologies Inc. license a suite of software for the term of seven years commencing on the effective date. The agreements identify two phases; an Initial Term from May 18, 2021 through June 30, 2023 with a cost of $11.0 million and an Enterprise Term from July 1, 2023 to May 7, 2028 with a cost of $39.0 million, for a total software cost of $50.0 million. As of December 31, 2022, the Palantir has provided $2.0 million of services to the company. Share Purchase Agreement with GEM During 2020, the Company entered into a Share Purchase Agreement (“SPA”) with GEM Global Yield LLC SCS (“GEM”) and an entity affiliated with GEM to provide incremental financing in the event the Company completed a business combination transaction with a special purpose acquisition company (“SPAC”). Pursuant to the SPA, GEM is required to purchase ordinary shares of the Company at a discount to the volume weighted average trading price up to a maximum aggregate purchase price of $200.0 million, and in return the Company agreed to pay a total commitment fee of $4.0 million payable in installments at the time of each purchase of ordinary shares or no later than one year from the anniversary of a public listing transaction and issued a forward contract for GEM to purchase 0.75% of the Company’s fully-diluted ordinary shares outstanding upon completion of a public listing transaction at an exercise price of $0.01 per ordinary share. On May 17, 2022 and February 8, 2023, the SPA was further amended and restated, increasing the facility to $400.0 million and the commitment fee to $8.0 million. Pursuant to the amended and restated SPA, upon the terms of and subject to the satisfaction of certain conditions, Surf Air Mobility Inc. (“SAM”), a wholly-owned subsidiary of the Company, will have the right from time to time at its option to direct GEM to purchase up to a specified maximum amount of shares of our Common Stock, up to a maximum aggregate purchase price of $400 million (the “Aggregate Limit”), over the term of the amended and restated SPA. SAM may request GEM Advances in an aggregate amount of up to $100 million, consisting of four incremental advances of up to $25 million each. Any GEM Advance will reduce amounts that Surf Air can request for future draw downs. The Company has accounted for the commitment as a derivative financial instrument which is recorded at fair value using Level 3 inputs each period with changes in fair value recorded in Changes in fair value of financial instruments carried at fair value, net on the Consolidated Statements of Operations. The Company estimated the fair value at December 31, 2022 and 2021 to be $3.0 million and $0.4 million, respectively, which was recognized within Other liabilities on the Consolidated Balance Sheets. Licensing, Exclusivity and Aircraft Purchase Arrangements Textron Agreement On September 15, 2022, Textron Aviation Inc. and one of its affiliates (“TAI”), entered into collaboration and engineering services, licenses, sales and marketing, and aircraft purchase agreements with the Company, which are only effective as of the first trading date of shares of common stock of SAM on a national securities exchange (“Effective Date”). The Collaboration Agreement provides, among other things, that TAI will provide the Company certain services in furtherance of development of an electrified powertrain technology (the “SAM System”). Under the Collaboration Agreement, the Company agrees to meet certain development milestones by specified dates, including issuance of a supplemental type certificate by the FAA. Should the Company fail to meet certain development milestones, TAI has the right to terminate the agreement. The licensing agreement grants the Company a nonexclusive license to certain technical information and intellectual property for the purpose of developing an electrified propulsion system for the Cessna Caravan aircraft, and to assist in obtaining Supplemental Type Certificates (“STC”) from the Federal Aviation Administration (“FAA”), including any foreign validation by any other aviation authority, for electrified propulsion upfits/retrofits of the Cessna Caravan aircraft. The licensing agreement provides for payment by the Company of license fees aggregating $60.0 million over a multi-year period. Under the sales and marketing agreement, the parties agreed to develop marketing, promotional and sales strategies for the specifically configured Caravans and further agreed to (a) include the SAM Aircraft in sales and marketing materials (print and digital) distributed to authorized dealers, (b) prominently display the SAM Aircraft on their respective websites and social media, (c) include representatives of SAM and TAI at trade show booths, (d) market SAM Aircraft and conversions to SAM Aircraft to all owners of pre-owned th obligation to pay exclusivity fees in any year may be offset, in whole or in part, based on the achievement of certain sales milestones of SAM Aircraft and Caravans subsequently converted to a SAM System. Under the aircraft purchase agreement, the Company may purchase 100 specifically configured Caravans having an aggregate purchase price in excess of $300.0 million, with an option to purchase an additional 50 specifically configured Caravans having an aggregate purchase price in excess of $150.0 million, over the course of 7 years. The final price to be paid by the Company will be dependent upon a number of factors, including the final specifications of such aircraft and any price escalations. Jetstream Agreement On October 10, 2022, SAM and Jetstream Aviation Capital, LLC (“Jetstream”) entered into an Agreement (the “Jetstream Agreement”) that provides for a sale and/or assignment of purchase rights of aircraft from SAM to Jetstream and the leaseback of such aircraft from Jetstream to SAM within a maximum aggregate purchase amount of $450.0 million, including a $120.0 million total minimum usage obligation for SAM. The Jetstream Agreement may be terminated (i) if our Common Stock is not publicly listed and the Southern Acquisition is not consummated prior to December 31, 2023; (ii) upon a termination notice by either party in the event of a material adverse change in the business of the other party which is not resolved within 30 days of such notice; and (iii) as mutually agreed in writing by the parties. Business Combination Agreements The Company entered into a business combination agreement, dated as of May 17, 2022 (the “Merger Agreement”), by and among Tuscan Holdings Corp II (“Tuscan”). On November 14, 2022, SAM and Tuscan mutually terminated the Merger Agreement. SAM is obligated to issue to Tuscan 600,000 shares of common stock upon a triggering event defined as a direct listing, IPO or a business combination with a SPAC. On November 11, 2022, SAM entered into an amendment to the acquisition agreement with Southern Airways Corporation dated as of March 17, 2021, as amended on August 22, 2021 and on May 17, 2022, to reflect the termination of the Merger Agreement with Tuscan and to reflect that SAM will acquire 100% of the equity interests in Southern Airways Corporation in exchange for shares equal to the greater of $81.25 million (based on the opening price per share of SAM Common Stock on the day of listing) or 12.5% of SAM’s fully-diluted common shares. Guarantees The Company indemnifies its officers and directors for certain events or occurrences arising as a result of the officer or director serving in such capacity. The term of the indemnification period is for the officer or director’s lifetime. The maximum potential future amount the Company could be required to pay under these indemnification agreements is unlimited. The Company believes its insurance would cover any liability that may arise from the acts of its officers and directors and as of December 31, 2022 and 2021, the Company is not aware of any pending claims or liabilities. The Company entered into indemnification provisions under agreements with other parties in the ordinary course of business, typically with business partners, contractors, customers, landlords and investors. Under these provisions, the Company generally indemnifies and holds harmless the indemnified party for losses suffered or incurred by the indemnified party as a result of its activities or, in some cases, as a result of the indemnified party’s activities under the agreement. These indemnification provisions often include indemnifications relating to representations Surf Air has made with regards to intellectual property rights. These indemnification provisions generally survive termination of the underlying agreement. The maximum potential future amount the Company could be required to pay under these indemnification provisions is unlimited. Legal Contingencies In 2017, the Company acquired Rise U.S. Holdings, LLC (“Rise”). Prior to the close of the acquisition, Rise Alpha, LLC and Rise Management, LLC, (both of which are wholly-owned subsidiaries of Rise and hereinafter referred to as the “Rise Parties”), were served with a petition for judgment by Menagerie Enterprises, Inc. (“Monarch Air”), relating to breach of contract for failure to pay Monarch Air pursuant to the terms and conditions of the Monarch Air Flight Services Agreement, which occurred prior to the Company’s acquisition of Rise. The Rise Parties filed numerous counterclaims against Monarch Air, including fraud, breach of contract, and breach of fiduciary duty. Rise, a subsidiary of the Company, was named as a party in the lawsuit. During 2018 and 2019, certain summary judgements were granted in favor of Monarch Air. On November 8, 2021, the Rise Parties entered into a final judgment in respect of litigation to finally resolve all claims raised by Monarch Air and the Rise Parties agreed to pay actual damages of $1.0 million, pre-judgment Surf Air is also a party to various other claims and matters of litigation incidental to the normal course of its business, none of which were considered to have a potential material impact as of December 31, 2022. Tax Commitment On May 15, 2018, Surf Air received notice of a tax lien filing from the Internal Revenue Service (“IRS”) for unpaid federal excise taxes for the quarterly periods beginning October 2016 through September 2017 in the amount of $1.9 million, including penalties and interest as of the date of the notice. The Company agreed to a payment plan (“Installment Plan”) whereby the IRS would take no further action and remove such liens at the time such amounts have been paid. In 2019, the Company defaulted on the Installment Plan, which can result in the IRS nullifying such plan, placing the Company in default, and taking collection action against the Company for any unpaid balance. The Company’s total outstanding federal excise tax liability including accrued penalties and interest is included as accrued liability in the balance sheet and is in the amount of approximately $5.8 million and $3.8 million as of December 31, 2022 and 2021, respectively. During 2018, the Company defaulted on various property tax obligations to several counties throughout California and Texas. The Company’s total outstanding property tax liability including penalties and interest is approximately $1.7 million and $1.4 million as of December 31, 2022 and 2021, respectively. |
Southern Airways Corporation | ||
Long-Term Purchase Commitment [Line Items] | ||
Commitments and Contingencies | Note 16. Commitments and Contingencies Guarantees The Company has agreed to indemnify its officers and directors for certain events or occurrences arising as a result of the officer or director serving in such capacity. The term of the indemnification period is for the officer or director’s lifetime. The maximum potential future amount the Company could be required to pay under these indemnification agreements is unlimited. The Company believes that its insurance would cover any liability that may arise from the acts of its officers and directors. As of June 30, 2023, and December 31, 2022, the Company is not aware of any such pending liabilities. The Company has entered into indemnification provisions under agreements with other parties in the ordinary course of business, typically with business partners, contractors, customers, landlords and investors. Under these provisions, the Company generally indemnifies and holds harmless the indemnified party for losses suffered or incurred by the indemnified party as a result of the Company’s activities or, in some cases, as a result of the indemnified party’s activities under the agreement. These indemnification provisions generally survive termination of the underlying agreement. The maximum potential future amount the Company could be required to pay under these indemnification provisions is unlimited. Legal Contingencies Southern is also a party to various claims and matters of litigation incidental to the normal course of its business. As of and for the three and six months ended June 30, 2023, and the year ended December 31, 2022, there were no material legal contingencies. Business Combination Agreements Surf Air Mobility Proposed Acquisition The Company entered into a prospective transaction, whereby Surf Air Mobility (“SAM”) a wholly-owned subsidiary of Surf Air Global Limited created in 2021, will acquire 100% of the equity interests in the Company pursuant to an acquisition agreement dated as of March 17, 2021, as amended on August 22, 2021. On May 17, 2022, the prospective transaction was further amended when Surf Air Global Limited and its wholly owned subsidiary entered into a business combination agreement with Tuscan Holdings Corp. II (“Tuscan”), whereby the SAM and its related entities will acquire 100 On November 11, 2022, SAM amended the acquisition agreement the Company dated as of March 17, 2021, as amended on August 22, 2021 and on May 17, 2022, to reflect the termination of the business combination agreement with Tuscan and to reflect that SAM will acquire 100% of the equity interests in the Company pursuant to any public listing of SAM common stock for consideration of the higher of $81.25 million or 12.5% of SAM fully-diluted shares at the time of the merger. On May 25, 2023, SAM entered into an amendment to the acquisition agreement with the Company, whereby the outside date by which the transaction could be consummated was extended to July 31, 2023. On June 21, 2023, the parties to the Southern Acquisition Agreement entered into a fifth amendment, which among other things (1) established that the closing of the Merger (as defined in the Southern Acquisition Agreement) would take place on the business day prior to listing and (2) amended the definition of fully diluted shares for purposes of calculating the Southern Merger Consideration. | Note 19. Commitments and Contingencies Guarantees The Company has agreed to indemnify its officers and directors for certain events or occurrences arising as a result of the officer or director serving in such capacity. The term of the indemnification period is for the officer or director’s lifetime. The maximum potential future amount the Company could be required to pay under these indemnification agreements is unlimited. The Company believes that its insurance would cover any liability that may arise from the acts of its officers and directors. As of December 31, 2022 and 2021, the Company is not aware of any such pending liabilities. The Company has entered into indemnification provisions under agreements with other parties in the ordinary course of business, typically with business partners, contractors, customers, landlords and investors. Under these provisions, the Company generally indemnifies and holds harmless the indemnified party for losses suffered or incurred by the indemnified party as a result of the Company’s activities or, in some cases, as a result of the indemnified party’s activities under the agreement. These indemnification provisions generally survive termination of the underlying agreement. The maximum potential future amount the Company could be required to pay under these indemnification provisions is unlimited. Aircraft Purchases and Sales Electric Wing-in-ground-effect In December 2021, the Company signed a Letter of Intent (“LOI”) with a certain aircraft vendor to purchase a total of four electric wing-in-ground-effect As part of the LOI, the vendor provided the Company the option to purchase a total of five electric wing-in-ground-effect As part of the Company’s acceptance of the LOI, Southern paid the vendor an upfront fee of $50 thousand that can be applied to future purchases and received a warrant with an option to purchase $50 thousand of equity in the vendor’s company within one year following completion of the vendor’s mezzanine funding round. In addition, the Company paid the vendor a second upfront fee of $50 thousand, which was placed in an escrow account, which will be released to the vendor, and credited against the balance due, upon delivery of the first Viceroy to the Company. As of December 31, 2022 and 2021, the upfront fees are recorded in Other assets on the Consolidated Balance Sheets. Legal Contingencies Southern is also a party to various claims and matters of litigation incidental to the normal course of its business. As of and for the year ended December 31, 2022 and 2021, there were no material legal contingencies. Business Combination Agreements Surf Air Mobility Proposed Acquisition The Company entered into a prospective transaction, whereby Surf Air Mobility (“SAM”) a wholly-owned subsidiary of Surf Air Global Limited created in 2021, will acquire 100% of the equity interests in the Company pursuant to an acquisition agreement dated as of March 17, 2021, as amended on August 22, 2021. On May 17, 2022, the prospective transaction was further amended when Surf Air Global Limited and its wholly owned subsidiary entered into a business combination agreement with Tuscan Holdings Corp. II (“Tuscan”), whereby the SAM and its related entities will acquire 100% of the equity interests in the Company. On November 11, 2022, SAM amended the acquisition agreement the Company dated as of March 17, 2021, as amended on August 22, 2021 and on May 17, 2022, to reflect the termination of the business combination agreement with Tuscan and to reflect that SAM will acquire 100% of the equity interests in the Company pursuant to any public listing of SAM common stock for consideration of the higher of $81.25 million or 12.5% of SAM fully-diluted shares at the time of the merger. |
Paycheck Protection Program Loa
Paycheck Protection Program Loan | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Paycheck Protection Program Loan | Note 7. Paycheck Protection Program Loan On April 23, 2020, the Company borrowed an aggregate amount of $0.7 million under the U.S. government assisted Paycheck Protection Program (the “PPP”) under the Coronavirus Aid Relief and Economic Security Act (“CARES Act”), which was enacted on March 27, 2020 as a result of the COVID-19 In March 2021, the Company borrowed an additional $0.7 million under the PPP. The loan is in the form of a Promissory Note and the covered period of the loan was from March 31, 2021 to June 30, 2021. Under the terms of the PPP, the Company may apply for full forgiveness of the loan. In September 2021, the Company requested full forgiveness for the aggregate loan amount of $0.7 million and was provided full forgiveness for the loan amount in October 2021. The Company initially recognized the PPP loan amounts as a deferred income liability on the Consolidated Balance Sheet. The deferred income liability was derecognized on a systematic basis over the periods in which the Company incurred the qualifying payroll and payroll related benefit expenses the grant intended to offset. The offset is presented within operating expenses in the Consolidated Statements of Operations, where the Company records payroll and benefit expenses. Furthermore, the PPP Loan proceeds that were expected to be forgiven are classified within the operating activities section of the Consolidated Statement of Cash Flows, since those proceeds relate to operating costs (payroll and payroll related benefits). |
Disaggregated Revenue
Disaggregated Revenue | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Disaggregation of Revenue [Line Items] | ||
Disaggregated Revenue | Note 8. Disaggregated Revenue The disaggregated revenue for the three and six months ended June 30, 2023 and 2022 were as follows (in thousands) Three Months Six Months Ended 2023 2022 2023 2022 On-Demand $ 5,147 $ 3,270 $ 9,822 $ 6,827 Scheduled 1,048 1,208 1,880 2,469 Total revenue $ 6,195 $ 4,478 $ 11,702 $ 9,296 | |
Southern Airways Corporation | ||
Disaggregation of Revenue [Line Items] | ||
Disaggregated Revenue | Note 3. Revenue-related Information The Company generates revenue from the following principal sources ( in thousands Three Months Ended Six Months Ended 2023 2022 2023 2022 Passenger revenue $ 9,027 $ 9,811 $ 18,770 $ 17,590 EAS and other subsidy revenue 11,232 7,873 21,495 14,732 Charter revenue 1,171 885 2,717 2,034 Other revenue 957 1,067 2,079 2,001 Total revenue $ 22,387 $ 19,636 $ 45,061 $ 36,357 EAS and other subsidy revenue includes approximately $0.2 million of revenue attributable to the per-flight per-flight On March 22, 2023, the Company discontinued leasing an aircraft used in its jet charter operations and ceased the charter operations associated with this aircraft. During the three months ended June 30, 2023 and June 30, 2022, there was immaterial revenue related to the jet charter operations related to this aircraft. During the six months ended June 30, 2023 and June 30, 2022, the Company recorded $0.7 million and $1.2 million, respectively, in revenue related to its jet charter business. Included in charter revenue for the three and six months ended June 30, 2023, is $218 thousand and $435 thousand, respectively, in management fees related to services provided to Surf Air, which the Company recognized on a monthly basis when earned. There were no such fees recognized for the three months or six months ended June 30, 2022. When performing services subject to the agreement, the Company incurs certain costs on behalf of Surf Air, which Surf Air reimburses the Company for as they are incurred. The Company recognizes the reimbursement of costs as a reduction of expenses on the Condensed Consolidated Statement of Operations. The changes in deferred revenue were as follows ( in thousands Three Months Ended Six Months Ended 2023 2022 2023 2022 Deferred revenue, beginning of period $ 7,251 $ 5,534 $ 6,260 $ 4,513 Revenue deferred 10,562 12,459 22,243 22,244 Revenue recognized (10,243 ) (11,274 ) (20,933 ) (20,038 ) Deferred revenue, end of period $ 7,570 $ 6,719 $ 7,570 $ 6,719 | Note 3. Revenue-related Information The Company generates revenue from the following principal sources: Year Ended 2022 2021 Passenger revenue $ 38,959 $ 25,738 EAS and other subsidy revenue 32,525 25,597 Charter revenue 5,043 3,101 Other revenue 4,189 3,243 Total revenue $ 80,716 $ 57,679 Approximately $31.9 million and $25.6 million of the Company’s revenues during the year ended December 31, 2022 and 2021, respectively, were attributable to this EAS program. Approximately $582 thousand revenue was attributable to the per-flight The changes in deferred revenue were as follows ( in thousands December 31, 2022 2021 Deferred revenue, beginning of year $ 4,513 $ 2,621 Revenue deferred 45,983 30,912 Revenue recognized (44,236 ) (29,020 ) Deferred revenue, end of year $ 6,260 $ 4,513 During the years ended December 31, 2022 and 2021, the Company recognized revenue for all of the beginning balances of the deferred revenue. During the year ended December 31, 2022, the Company began providing certain services to Surf Air Inc. (“Surf Air”) for its fleet of four aircraft under an operating agreement. Per the agreement, the Company will provide aircraft management and flight operations services, including crew staffing and scheduling, managing all scheduled and charter flights, and maintenance of all Surf Air aircraft subject to the agreement. Included in charter revenue for the year ended December 31, 2022 is $375 thousand in management fees related to those services, which the Company recognized on a monthly basis when earned. When performing services subject to the agreement, the Company incurs certain costs on behalf of Surf Air, which Surf Air reimburses the Company for as they are incurred. The Company recognizes the reimbursement of costs as a reduction of expenses on the Consolidated Statement of Operations. As of December 31, 2022, the Company had total receivables from Surf Air in the amount of $650 thousand, of which $230 thousand related to management fees are included in Accounts Receivable and the remainder related to reimbursement of cost is included in prepaid expenses and other current assets. |
Redeemable Convertible Preferre
Redeemable Convertible Preferred Shares and Convertible Preferred Shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Redeemable Convertible Preferred Shares and Convertible Preferred Shares [Abstract] | ||
Redeemable Convertible Preferred Shares and Convertible Preferred Shares | Note 9. Redeemable Convertible Preferred Shares and Convertible Preferred Shares Class B-6a On June 2, 2023, the Company received $3.0 million cash from an existing investor in connection with the issuance of 5,665,722 shares of Class B-6a Class B-6s On June 15, 2023, the Company converted the LamJam term notes in the amount of $5.3 million into 9,932,241 Class B-6s Related Party Balances and Transactions On June 30, 2023, the Company awarded 1,921,778 Class B-6s In June 2023, the Company settled outstanding debt of $0.2 million with 486,402 shares of Class B-6s | Note 12. Redeemable Convertible Preferred Shares and Convertible Preferred Shares The preferred shares for all classes do not have mandatory redemption provisions. However, the preferred shares are subject to mandatory conversion upon the occurrence of a deemed liquidation event. Except for the founder preferred and Class B-6s The following table presents information about the Company’s redeemable convertible preferred share as of December 31, 2021 (in thousands, except share data) Shares Shares Carrying Value Issuance Price Liquidation Founder Preferred 1,866,056 1,866,056 $ 838 $ 0.54 $ 1,000 Class A-1 1,930,155 1,380,217 1,525 1.12 1,546 Class A-2 2,820,319 1,197,296 1,840 1.54 1,840 Class A-3 9,070,476 6,206,269 6,192 1.00 6,206 Class A-4 552,804 552,804 675 1.30 716 Class A-5 15,646,415 15,400,417 4,447 1.11 17,155 Class B-1 14,934,552 14,934,552 20,000 1.34 20,000 Class B-2 25,000,000 24,194,129 30,768 1.71 41,295 Class B-3 2,000,000 1,464,728 2,213 1.71 2,500 Class B-4 6,000,000 3,671,818 5,361 1.71 6,267 Class B-5 33,638,500 19,140,703 6,240 0.38 7,273 Class B-6a 150,000,000 89,320,084 38,593 0.53 47,295 263,459,277 179,329,073 118,692 — 153,093 Class B-6s 98,799,158 70,606,523 3,294 — — Total 362,258,435 249,935,596 $ 121,986 — $ 153,093 The following table presents information about the Company’s redeemable convertible preferred share as of December 31, 2022 (in thousands, except share data) Shares Shares Carrying Value Issuance Price Liquidation Founder Preferred 1,866,056 1,866,056 $ 838 $ 0.54 $ 1,000 Class A-1 1,930,155 1,380,217 1,525 1.12 1,546 Class A-2 2,820,319 1,197,296 1,840 1.54 1,840 Class A-3 9,070,476 6,206,269 6,192 1.00 6,206 Class A-4 552,804 552,804 675 1.30 716 Class A-5 15,646,415 15,400,417 4,447 1.11 17,155 Class B-1 14,934,552 14,934,552 20,000 1.34 20,000 Class B-2 25,000,000 24,194,129 30,768 1.71 41,295 Class B-3 2,000,000 1,464,728 2,213 1.71 2,500 Class B-4 6,000,000 3,671,818 5,361 1.71 6,267 Class B-5 33,638,500 25,356,068 6,681 0.38 9,635 Class B-6a 150,000,000 132,919,929 50,127 0.53 70,448 263,459,277 229,144,283 130,667 — 178,608 Class B-6s 98,799,158 71,478,742 3,414 — — Total 362,258,435 300,623,025 $ 134,081 — $ 178,608 * The Class B-6s Amended and Restated Articles of Association The rights, privileges, and preferences of the Company’s Class A redeemable convertible preferred shares, Class B-1 Class B-2 Class B-3 Class B-4 Class B-5 Class B-6a Class B-6s Dividend Rights Holders of Senior Preferred Shares are entitled to receive noncumulative dividends on a pari passu Class A-1 Class A-2 Class A-3 Class A-4 Class A-5 Class B-1 Class B-2 Class B-3 Class B-4 Class B-5 Class B-6a Voting Rights Ordinary shares vote together with the holders of Senior Preferred Shares as a single class. Each holder of Senior Preferred Shares shall be entitled to the number of votes equal to the number of ordinary shares, into which such shares of Senior Preferred Shares could be converted as of the record date. Holders of Junior Preferred Shares do not have voting rights, except as to matters that affect Junior Preferred Shares as set forth in the Company’s charter documents. Conversion Rights The holders of Senior Preferred Shares have the right, at the option of the holder at any time, to convert their preferred shares into ordinary shares of the Company. The conversion rate is equal to $1.1203 Class A-1 Class A-2 Class A-3 Class A-4 Class A-5 Class B-1 Class B-2 Class B-3 Class B-4 Class B-5 Class B-6a shares. Such triggering events include a public offering of the Company’s share generating proceeds, net of discounts and commissions, of at least $50.0 million and with a minimum per share price of $3.4136. The holders of Class B-6s Class B-6s Liquidation In the event of any liquidation dissolution, or winding up of the Company, either voluntary or involuntary or upon a deemed liquidation event, assets available for distribution are first distributed to the holders of Senior Preferred Shares in preference to any distribution to the Junior Preferred Shares shareholders and ordinary shareholders an amount per Senior Preferred Share equal to the greater of (a) one times the original issue price, plus any dividends declared but unpaid or (b) such amount per Senior Preferred Share as would have been payable had all shares of the class of such Senior Preferred Share been converted into ordinary shares. Thereafter, the holders of founder convertible preferred shares are entitled to receive in preference to any distributions to ordinary shareholders or Class B-6s If the holders of Senior Preferred Shares and founder preferred stock are paid in full, the remaining assets of the Company will be distributed pro rata to the holders of ordinary shares and Class B-6s Deemed liquidation events include a change in control of the Company and sale of substantially all of the assets of the Company. These deemed liquidation event provisions are considered contingent redemption provisions because such events are not solely within the control of the Company. Therefore, all Senior Preferred Shares and Junior Preferred Shares, except for Class B-6s Protective Provisions and Anti-dilution The Company requires the vote or written consent of: (i) the holders of a majority Class A preferred voting as a single class on an as-converted Class B-6s as-converted Each class of preferred shares also has protective provisions that require consent of any class whose rights, preferences, privileges or powers are disproportionately and materially impacted by a charter amendment or by the authorization or issuance of additional shares of such class. Each class of preferred shares also has anti-dilution protection for share splits, combinations, dividends, distributions, and reorganizations as well as price-based weighted average anti-dilution protection for certain nonexempted equity issuances below the conversion price of the applicable class of preferred shares. Class B-5 On March 24, 2021, the 2017 Notes with the total amount of principal and accrued interest of approximately $1.4 million were converted into 3,649,587 Class B-5 On February 15, 2022, the 2017 Notes with the total amount of principal and accrued interest of approximately $2.4 million were converted into 6,215,365 Class B-5 Class B-6a During the year ended December 31, 2021, the Company received $14.3 million cash in connection with the issuance of Class B-6a On February 15, 2022, the Company converted the Vechery Note in the amount of $1.0 million into 2,832,860 Class B-6a On February 25, 2022, the Company settled an outstanding payable of $2.0 million with 3,777,148 shares of Class B-6a On May 12, 2022, the Company converted the Aperitus Note in the amount of $3.0 million into 11,565,581 Class B-6a On May 12, 2022, the Company converted the 2021 Note with a face amount of $4.45 million into 17,373,521 Class B-6a On September 29, 2022, the Company issued 1,888,574 Class B-6a On December 21, 2022, the Company issued 283,286 Class B-6a Class B-6s During 2022, the Company settled outstanding payables of $0.5 million with 1,008,196 shares of Class B-6s |
Intangible Assets, Net and Othe
Intangible Assets, Net and Other Assets | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Intangible Assets, Net and Other Assets | Note 3. Intangible Assets, Net and Other Assets On May 18, 2021, the Company executed two service agreements with Palantir Technologies Inc. to obtain access to their software: a Master Subscription Agreement for the term of 12 months and Product Order Form for the term of seven years commencing on the effective date. The agreement identifies two phases; an Initial Term from May 18, 2021 through June 30, 2023 with a cost of $11.0 million and an Enterprise Term from July 1, 2023 to May 7, 2028 with a cost of $39.0 million, for a total cost of $50.0 million excluding applicable infrastructure costs and sales taxes. During 2021, Palantir provided $2.0 million of services under the software master subscription agreement. During February 2022, the Company issued 3,777,148 Class B-6a Below is a summary of intangible assets, net and other assets as of December 31, 2022 and 2021 (in thousands) December 31, 2022 2021 Trademarks $ 7,060 $ 7,060 Software 2,967 2,967 Other intangibles 242 242 Intangible assets, gross 10,269 10,269 Accumulated amortization (8,983 ) (8,326 ) Intangible assets, net 1,286 1,943 Other assets 1,816 2,122 Intangible and other assets, net $ 3,102 $ 4,065 For the years ended December 31, 2022 and 2021, other assets consisted of amounts paid to Palantir for access to a cloud hosted data storage service of $2.0 million. Accumulated amortization related to Palantir was $0.3 million as of December 31, 2022. For the year ended December 31, 2022 and 2021, amortization expense for intangible assets was $0.6 million and $0.6 million, which was recognized as a component of depreciation and amortization expense in the accompanying Consolidated Statements of Operations. As of December 31, 2022, the weighted average remaining useful life of the intangible assets was approximately 1.7 years. The future expected amortization expense of the intangible assets held at December 31, 2022, for each of next five years through December 31, 2027 is as follows (in thousands) Expected future amortization: Amount 2023 594 2024 593 2025 99 2026 — 2027 and thereafter — Total $ 1,286 | |
Southern Airways Corporation | ||
Intangible Assets, Net and Other Assets | Note 8. Intangible Assets, net Intangibles assets, net, consists of the following ( in thousands June 30, December 31, Tradename $ 270 $ 270 Noncompete agreement 500 500 Capitalized software 164 — Intangible assets, gross 934 770 Accumulated amortization (779 ) (770 ) Intangible assets, net $ 155 $ — During the six months ended June 30, 2023, the Company capitalized software related to a flight booking and management mobile application, which is amortized over three years. Expected future amortization as of June 30, 2023 is as follows (in thousands) Expected future amortization: Amount 2023 $ 32 2024 55 2025 55 2026 13 2027 — Total $ 155 | Note 8. Intangible Assets, net Below is a summary of intangible assets, net, as of December 31, 2022 and 2021: (in thousands) December 31, 2022 2021 Tradename $ 270 $ 270 Noncompete agreement 500 500 Intangible assets, gross 770 770 Accumulated amortization (770 ) (701 ) Intangible assets, net $ — $ 69 For years ended December 31, 2022 and 2021 amortization expense was $69 thousand and $319 thousand, respectively. The intangible assets held at December 31, 2022 were fully amortized as of December 31, 2022. Intangible assets, net is included in Other assets on the Consolidated Balance Sheet. |
Other Current Liabilities
Other Current Liabilities | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Southern Airways Corporation | ||
Other Current Liabilities | Note 9. Other Current Liabilities Other current liabilities consisted of the following ( in thousands June 30, December 31, Accrued interest $ 94 $ 87 Accrued vendor payables 718 686 Due to MP Enterprises, LLC 418 984 Deferred incentive income related to Marianas — 678 Collateralized borrowings 2,601 1,316 Insurance premium liability 112 1,395 Accrued major maintenance 536 — Other 76 370 Total other current liabilities $ 4,555 $ 5,516 Collateralized Borrowings The Company has a revolving accounts receivable financing arrangement that allows the Company to borrow up to 90% of eligible accounts receivable, as defined, up to a maximum unsettled amount of $5 million. The agreement is secured by a first security interest in all of SAE’s assets and automatically renews annually. The related interest rate is the prime rate plus 1% per annum. Additionally, the Company pays certain ancillary fees associated with each borrowing that vary depending on the borrowed amount and duration, which is no more than 45 days. During the six months ended June 30, 2023, the Company borrowed a total of $17.3 million under this financing facility, of which $14.7 million was settled through the transfer of pledged receivables and the Company repaid $1.3 million outstanding as of December 31, 2022. Interest expense incurred on these borrowings during the three months ended June 30, 2023 and six months ended June 30, 2023, amounted to $91 thousand and $186 thousand, respectively, and are included in interest expense in the accompanying Condensed Consolidated Statements of Operations. As of June 30, 2023, and December 31, 2022, the outstanding amount due under this facility amounted to $2.6 million and $1.3 million, respectively. As of June 30, 2023, and December 31, 2022, the Company was in compliance with all covenants. | Note 10. Other Current Liabilities At December 31, 2022 and 2021, other current liabilities consisted of the following: ( in thousands December 31, 2022 2021 Accrued rent $ — $ 554 Accrued interest 87 5 Accrued vendor payables 686 512 Due to MP Enterprises, LLC 984 — Deferred incentive income 678 — Collateralized borrowings 1,316 — Insurance premium liability 1,395 794 Other 370 207 Total other current liabilities $ 5,516 $ 2,072 Collateralized Borrowings The Company has a revolving accounts receivable financing arrangement that allows the Company to borrow up to 90% of eligible accounts receivable, as defined, up to a maximum unsettled amount of $2 million. The agreement is secured by a first security interest in all of SAE’s assets and automatically renews annually. The related interest rate is the prime rate plus 1% per annum. Additionally, the Company pays certain ancillary fees associated with each borrowing that vary depending on the borrowed amount and duration, which is no more than 45 days. During 2022, the Company borrowed a total of $3.0 million under this financing facility, of which $1.7 million was settled through the transfer of pledged receivables. Interest expense and fees incurred on these borrowings during the year amounted to $32 thousand and are included in interest expense in the accompanying Consolidated Statements of Operations. As of December 31, 2022 the outstanding amount due under this facility amounted to $1.3 million. There were no outstanding amounts due under this facility as of December 31, 2021. In 2022 and 2021, the Company was in compliance with all covenants. |
Term Notes
Term Notes | 12 Months Ended |
Dec. 31, 2022 | |
Term Loans [Abstract] | |
Term Notes | Note 9. Term Notes During 2017, the Company entered into a loan and security agreement with a commercial lender (the “Lender”), which was subsequently amended and restated during 2018 (the “2017 Term Notes”). On January 31, 2019, the Company defaulted on its obligation to pay the principal and accrued interest due on the 2017 Term Notes. As a result of the event of default, the Lender had certain remedies available which included declaring the term loan to be immediately due and payable and, without notice, taking possession of substantially all the Company’s assets, which serve as collateral for the loan. In 2020, the Company entered into a forbearance agreement with the Lender, under which, the Lender agreed not to exercise the remedies as a result of the event of default. In May 2020, the Company further defaulted on the amended terms of the 2017 Term Notes. On May 31, 2021, the Company entered into a further amendment with the Lender for the 2017 Term Notes under which: (i) the Lender agreed to not exercise any remedies that it may had against the Company for any event of default in 2020; (ii) the maturity date of the 2017 Term Notes was extended to December 31, 2021 (the “New Maturity Date”); and (iii) interest accrued on the unpaid principal amount of the 2017 Term Notes at 12 16,168,295 0.01 11.8 2.3 Financing Arrangements The 2017 Term Notes are convertible at any time at the holder’s option on a dollar-for-dollar Class B-2 Class B-3 Class B-4 1.7068 On May 17, 2022, the 2017 Term Notes were converted, via a payoff letter, into a SAFE note allowing for the purchase of common shares having an aggregate value of $ 15.2 20 35 de-SPAC The Company has accounted for the SAFE instrument conversion as the addition of a substantive conversion feature to the 2017 Term Notes, which results in the extinguishment of the 2017 Term Notes and a simultaneous reissuance of a debt instrument with an equity conversion option. The Company has recorded a gain on extinguishment of debt of $ 4.0 13.1 On November 12, 2022, as amended and restated on November 30, 2022, the Company entered into a term note agreement, effective October 31, 2022, in exchange for $ 4.5 4.5 8.25 |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Stock-Based Compensation | Note 10. Share-Based Compensation Share Options A summary of share option activity under the 2016 Plan for the six months ended June 30, 2023 is set forth below: Number of Weighted Aggregate Weighted Outstanding at December 31, 2022 1,768,205 9.01 $ 10,306 $ 3.58 Granted 48,214 $ 9.11 Exercised (25,307 ) $ 5.82 Canceled (47,377 ) $ 3.36 Outstanding at June 30, 2023 1,743,735 8.53 $ 9,347 $ 3.81 Exercisable at June 30, 2023 1,121,578 8.14 $ 6,550 $ 3.58 Restricted Stock Units At June 30, 2023 and December 31, 2022, the Company had 220,424 RSUs unvested with the weighted average grant date fair value of $3.81 per RSU, respectively. Restricted Share Purchase Agreement A summary of RSPA activity under the 2016 Plan for the six months ended June 30, 2023 is set forth below: Number of Weighted Unvested RSPAs at December 31, 2022 3,162,292 $ 2.46 Granted — $ — Vested (89,292 ) $ 2.46 Forfeited — $ — Unvested RSPAs at June 30, 2023 3,073,000 $ 2.46 On May 26, 2023, the Company approved the forgiveness of certain promissory notes associated with the issuance of RSPAs to executives and directors. The Company also provided bonuses to pay for interest and tax associated with the issuance of these shares in the amount of $0.1 million. The forgiveness of these promissory notes resulted in an immaterial additional stock based compensation expense as of June 30, 2023. Subsequent to June 30, 2023, and prior to the Company’s direct listing, the Company’s board of directors determined that the remaining vesting requirements applicable to previously granted executive RSPA awards had been satisfied, in connection with the Company’s direct listing. This will result in the recognition of $21.8 million in previously unrecognized stock-based compensation expense during the third quarter of 2023. Restricted Share Grant Agreement As of June 30, 2023 and December 31, 2022, there were 3,773,243 RSGA shares outstanding. | Note 13. Share-Based Compensation On August 15, 2016, the Company’s Board of Directors adopted the Surf Air Global Limited 2016 Equity Incentive Plan (“2016 Plan”). Under the 2016 Plan, officers, employees, and consultants can be granted incentive stock options (“ISOs”), nonqualified stock options (“NSOs”), restricted stock and restricted stock units (“RSUs”) to acquire the Company’s ordinary shares. The 2016 Plan, as amended through July 15, 2021, is administered by the Board of Directors and permits the issuance of up to an aggregate of 138,620,470 of the Company’s ordinary shares. The Company recorded $12.5 million and $3.2 million in share-based compensation expense for the years ended December 31, 2022, and December 31, 2021, respectively. If any award under the 2016 Plan expires or lapses or is terminated, surrendered, or The Company uses the Black-Scholes option valuation model, which was developed for use in estimating the fair value of options. Option valuation models require the input of highly complex and subjective variables including the expected life of options granted and the Company’s expected stock price volatility over a period equal to the expected life of the options. Share Options A summary of share option activity under the 2016 Plan for the years ended December 31, 2022 and 2021 is set forth below: Number of Weighted Weighted Aggregate Weighted Outstanding at December 31, 2020 3,824,665 6.72 $ 205 $ 0.60 Granted 7,515,074 9.71 $ 0.06 Exercised (10,000 ) $ 0.04 $ 0.06 Canceled (522,948 ) $ 0.37 $ 0.64 Outstanding at December 31, 2021 10,806,791 8.48 $ 0 $ 0.22 Granted 29,322,949 9.57 $ 0.14 Exercised (171,730 ) $ 0.05 $ 0.06 Canceled (349,984 ) $ 0.04 $ 0.06 Outstanding at December 31, 2022 39,608,026 9.01 $ 10,306 $ 0.16 Number of Weighted Aggregate Weighted Exercisable at December 31, 2022 15,112,601 $ 0.07 $ 5,418 8.86 As of December 31, 2022, unrecognized compensation expense related to the unvested portion of the Company’s share options was approximately $6.4 million with a weighted-average remaining vesting period of approximately 2.72 years. The assumptions used to estimate the fair value of share options granted during the years ended December 31, 2022 and 2021 were as follows: December 31, 2022 2021 Risk-free interest rate 2.42% – 4.02% 0.79% – 1.49% Expected term (in years) 5.80 5.0 – 6.08 Dividend yield — — Expected volatility 116% – 238% 89% – 113% Restricted Stock Units At December 31, 2022 and 2021, the Company had 4,937,535 RSU’s unvested with the As of December 31, 2022 and 2021, the Company has two separate types of granted and unvested RSUs, one with a combined service and performance condition (“RSU SPLE”) and one with only a performance condition (“RSU LE”). Both award types contain a performance condition involving the satisfaction of a pre-determined one-year one-year Share-based compensation expense is recognized only for the RSU SPLE awards that are expected to meet both the service and performance conditions, and only for the RSU LE awards that meet the required performance condition. As of December 31, 2022 and 2021, achievement of the performance condition was not probable, resulting in unrecognized shared-based compensation expense for all RSUs of $0.8 million, all of which would have vested immediately, if the performance condition had been satisfied on December 31, 2022. Restricted Share Purchase Agreement A summary of RSPA activity under the 2016 Plan for the years ended December 31, 2022 and 2021 is set forth below: Number of Weighted Average Unvested RSPAs at December 31, 2020 76,013,708 $ 0.33 Granted 32,344,494 $ 0.09 Vested (32,332,988 ) $ 0.07 Forfeited (335,537 ) $ 0.08 Unvested RSPAs at December 31, 2021 75,689,677 $ 0.10 Granted 16,815,000 $ 0.19 Vested (15,486,652 ) $ 0.06 Forfeited (6,182,259 ) $ 0.10 Unvested RSPAs at December 31, 2022 70,835,766 $ 0.11 Some RSPAs were issued for cash while others were issued for promissory notes. As of During 2020, an executive received an award of RSPA’s for a promissory note which included three tranches. The first tranche vest based on service conditions only, and vest ratably over each continuous month of service. The second tranche becomes subject to service vesting after a performance condition is met. Subject to the performance vesting conditions, the awards will vest ratably for each continuous month of service. The third tranche vest immediately upon satisfaction of performance conditions and market conditions such as the Company achieving a certain valuation prior to an IPO. For these awards, the repurchase option terminates upon vesting (either immediately or over a service vesting term). However, if the participant is terminated within 12 months of a liquidation event (excluding termination for cause), then the awards vest in full. As of December 31, 2022, the unrecognized compensation expense related to the unvested portion of the Company’s executive RSPAs was $25.0 million. The Company recognizes share compensation expense on the executive’s RSPAs in the first and second tranche, ratably over each month of continuous service after July 1, 2020. No share compensation expense is recorded related to the executive’s RSPAs for the third tranche, as it is not probable for the performance condition to be met as of December 31, 2022. No share compensation expense will be recorded for this tranche until the performance condition triggers become probable. The RSPAs issued for cash contain service vesting conditions. The grant date fair value of the RSPAs is the same as the ordinary share fair value at the grant date. As the grantees paid cash for the RSPAs, they are considered prepaid shares. Should a grantee’s service be terminated, any unvested shares would be repurchased by the Company and the Company would have to return the original cash payment to the grantee for the unvested share portion, thereby creating a liability. As of December 31, 2022, the unrecognized compensation expense related to the unvested portion of the Company’s RSPAs issued for cash was $0.01 million, which is expected to be recognized over a weighted average period of less than 1 year. The assumptions used to estimate the fair value of RSPAs granted during the years ended December 31, 2022 and 2021 were as follows: December 31, 2022 2021 Risk-free interest rate 2.42 % 0.97 % Expected term (in years) 5.00 5.00 Dividend yield — — Expected volatility 217.57 % 152.00 % Restricted Share Grant Agreement A summary of RSGA activity under the 2016 Plan for the years ended December 31, 2022 and 2021 is set forth below: Number of Weighted Average RSGAs at December 31, 2020 — — Granted and vested 1,768,500 $ 0.10 Forfeited — — RSGAs at December 31, 2021 1,768,500 $ 0.10 Granted and vested 82,762,666 $ 0.09 Forfeited (10,000 ) $ 0.06 RSGAs at December 31, 2022 84,521,166 $ 0.09 The Company granted 82,762,666 and 1,768,500 fully-vested shares of RSGAs as of December 31, 2022 and 2021, respectively. The grant date fair value is $8.4 million and $0.1 million as of December 31, 2022 and 2021, respectively. These were issued related to provision of employee services and were fully-vested at date of grant. Until such time as the Company exercises the right of There are transfer restrictions over the RSGA shares. The shares have not been registered under the Securities Act and may not be sold or transferred unless registered under the SEC laws or with receipt of an exemption therefrom. The employee must also notify the Company of his/her intention to dispose of the shares and the Company maintains a right of first refusal and a market stand-off There is no Company repurchase option unless the Company exercises its right of first refusal. After delivery of notice to the Company of intended disposition of the shares by the employee, the Company has the option to repurchase the shares from the employee on the same terms indicated on the disposal form. |
Southern Airways Corporation | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Stock-Based Compensation | Note 12. Stock-Based Compensation In May 2023, the Company awarded a total of 5,100 shares of non-forfeitable a) b) Proposed Acquisition Subsequent Events Number of Weighted Unvested Restricted Stock at December 31, 2022 43,500 $ 21.98 Granted 5,100 118.15 Vested — — Forfeited — — Unvested Restricted Stock at June 30, 2023 48,600 $ 32.07 | Note 14. Stock-Based Compensation On February 22, 2021, the Company awarded a total of 10,020 fully-vested, non-forfeitable, Consolidated Statement of Operations. The Company recorded no share-based compensation expense for un-recognized Additionally, on February 22, 2021, the Company awarded a total of 43,500 shares of non-forfeitable a) b) Commitments and Contingencies — Business Combination Agreements — Surf Air Mobility Proposed Acquisition The Company utilized an option valuation model to value its common stock and Restricted Stock grants, which was developed for use in estimating the fair value of the Company’s common stock under a certain SPAC scenario. Option valuation models require the input of highly complex and subjective variables, such as expected liquidation dates, discount rates, weighting of financing scenarios, weighted average cost of capital, and forecasted revenue and expense growth rates. |
Long-Term Debt, Net
Long-Term Debt, Net | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Southern Airways Corporation | ||
Debt Instrument [Line Items] | ||
Long-Term Debt, Net | Note 10. Long-Term Debt, Net On April 6, 2023, the Company executed a 19-month Related Party Transactions one The Company’s total debt due to unrelated parties consist of the following (in thousands) June 30, December 31, Note payable to financial institution, fixed interest rate of 5.72%, due January 2025 $ 778 $ 874 Note payable to Textron, fixed interest rate of 7.60%, due November 2024 400 532 Note payable to bank, fixed interest rate of 4.65%, due November 2025 20 23 Note payable to a financing company, fixed interest rate of 5.49%, due December 2026 224 251 Notes payable to Clarus Capital, fixed interest rate ranging from 6.75% to 7.5% due April, June and September 2027 17,215 19,081 Note payable to Tecnam, fixed interest rate of 6.75%, due July and August 2032 3,545 3,684 Long-term debt, gross 22,182 24,445 Current maturities of long-term debt (1,985 ) (1,980 ) Less: debt issuance costs (973 ) (1,190 ) Long-term debt, net of current maturities $ 19,224 $ 21,275 Total debt is recorded on the Condensed Consolidated Balance Sheet as follows (in thousands) June 30, December 31, Long-term debt, gross $ 22,182 $ 24,445 Due to related party (See Note 15, Related Party Transactions 6,532 4,239 Total debt, gross $ 28,714 $ 28,684 Future maturities of total debt as of June 30, 2023 are as follows (in thousands) Amount Remainder of 2023 $ 1,631 2024 5,591 2025 3,252 2026 2,946 2027 12,934 Thereafter 2,360 Total $ 28,714 The Company is subject to customary affirmative covenants and negative covenants on all of the above notes payable. As of June 30, 2023, the Company was in compliance with all covenants in the loan agreements. | Note 12. Long-Term Debt, Net The Company’s total debt due to unrelated parties consist of the following (in thousands) December 31, 2022 2021 Note payable to U.S. Government, interest rate of 6.5% plus LIBOR adjustment, due October 2025 $ — $ 1,839 Note payable to financial institution, fixed interest rate of 5.72%, due January 2025 874 1,058 Note payable to Textron, fixed interest rate of 7.60%, due November 2024 532 781 Note payable to bank, fixed interest rate of 4.65%, due November 2025 23 31 Note payable to a financing company, fixed interest rate of 5.49%, due December 2026 251 306 Notes payable to Clarus Capital, fixed interest rate ranging from 6.75% to 7.5% due April, June and September 2027 19,081 — Note payable to Tecnam, fixed interest rate of 6.75%, due July and August 2032 3,684 — Long-term debt, gross 24,445 4,015 Current maturities of long-term debt (1,980 ) (497 ) Less: debt issuance costs (1,190 ) (50 ) Long-term debt, net of current maturities $ 21,275 $ 3,468 Total debt is recorded on the Consolidated Balance Sheet as (in thousands) December 31, 2022 2021 Long-term debt, gross $ 24,445 $ 4,015 Due to related party (See Note 18, Related Party Transactions 4,239 4,938 Total debt, gross $ 28,684 $ 8,953 Future maturities of total debt are as follows (in thousands): Amount 2023 $ 2,973 2024 3,171 2025 3,308 2026 3,007 Thereafter 16,225 Total $ 28,684 Clarus Capital In the year ended December 31, 2022, the Company executed four separate promissory notes with Clarus Capital Funding I LLC (“Clarus”) in the amounts of $4.2 million (“Tranche 1 Note”), $3.42 million (“Tranche 2 Note”), $9.35 million (“Tranche 3 Note”) and $2.9 million (“Tranche 4 Note”). Clarus Capital — Tranche 1 Note On April 1, 2022, the Company executed a 5-year four Clarus Capital — Tranche 2 Note On April 29, 2022, the Company executed a 5-year two Clarus Capital — Tranche 3 Note On June 27, 2022, the Company executed a 5-year 7.25% per annum. Principal and interest are payable as a fixed monthly amount commencing on July 27, 2022, and continuing through the maturity date of June 27, 2027. On the maturity date, in addition to the final principal and interest payment, a principal balloon payment of $5.5 million is due. The note is collateralized by the combined value of a total of eight Clarus Capital — Tranche 4 Note On August 5, 2022, the Company executed a 5-year two SkyWest Guarantee and Call Option In 2022 in conjunction with the Air Choice One Acquisition and the financing of the purchase of eleven aircraft, SkyWest, Inc. (“SkyWest”) agreed to guarantee the Company’s Security Agreement associated with four tranches of notes with Clarus in exchange for 27,155 shares of the Company’s common stock. Subsequent to this issuance, SkyWest owns a total of 85,318 shares of the Company’s total outstanding common stock. The guarantee was recorded as debt issuance costs and will be amortized over the life of the note. In addition to the consideration set forth above, commencing on April 1, 2023 and terminating on March 31, 2026, SkyWest shall have a limited, one-time Tecnam In the year ended December 31, 2022, the Company executed two separate promissory notes with Tecnam in the amounts of $1.8 million (“Tecnam Note 1”) and $2.0 million (“Tecnam Note 2”). Tecnam Note 1 Effective on May 24, 2022, the Company entered into a 10-year a Tecnam Note 2 Effective on July 1, 2022, the Company entered into a 10-year a 6.50% Note Payable to U.S. Government In October 2020, the Company entered into a $1.9 million Loan and Guarantee Agreement with the U.S. Department of Treasury. The loan is a five-year term loan dated October 28, 2020 and matures on October 28, 2025 and bears interest at a variable rate per annum equal to the London Interbank Offer Rate (“LIBOR”) divided by one minus the Eurodollar Reserve Percentage, plus 6.50%. This loan was repaid in full in April 2022. 5.72% Note Payable At December 31, 2022 and 2021, the Company had a note payable to a financial institution that is due in monthly installments with a fixed annual interest rate of 5.72% and is secured by an underlying aircraft. At inception, the note payable was personally guaranteed by a former officer of an acquired business. The original maturity date for the entire unpaid principal balance was December 15, 2022. The agreement was amended at various times in 2020 and 2021 to defer required payments, and at December 31, 2020 the Company was in forbearance on this note payable, which protects the Company against any action by the lender from exercising their rights and remedies as a result of the Company’s events of default. The Company accounted for these amendments as a troubled debt restructuring (“TDR”) due to concessions provided by the financial institution. No aggregate gain or loss was recorded as a result of the TDR. On June 15, 2021, the guarantee on this note was reassigned to the Company from the previous guarantor and the payment terms were modified to consist of 42 installment payments of $20 thousand dollars each, commencing on July 15, 2021, followed by a balloon payment of $477 thousand at the new maturity date of January 15, 2025. The Company was in compliance with the terms and conditions as of December 31, 2022 and therefore no longer in forbearance. The Company made all the agreed-upon debt payments, as well as all required engine reserve payments related to future engine overhaul work associated with the aircraft collateralizing this note payable. 7.60% Note Payable At December 31, 2022 and 2021, the Company had a note payable to Textron Aviation Finance Corporation (“Textron”). Interest is payable in monthly installments with a fixed annual interest rate of 7.60% and is secured by an aircraft. In February 2020, the agreement was modified to defer payments and extend the original term of the agreement from December 2020 to November 2024. The Company accounted for this amendment as a TDR due to concessions provided by Textron. No aggregate gain or loss was recorded as a result of the TDR. The entire unpaid principal balance is due on the maturity date, November 7, 2024. 4.65% Note Payable On October 28, 2020, the Company entered into a promissory note agreement for $38 thousand related to the purchase of vehicles. The debt has a five-year term and is due in monthly installments with a fixed annual interest rate of 4.65% and is secured by the underlying vehicles. The maturity date on the promissory note is November 11, 2025. 5.49% Note Payable In November 2021, the Company entered into a note payable with Chrysler Capital related to the financing of several vehicles. The term loan has a five-year term and is due in monthly installments with a fixed annual interest rate of 5.49% and is secured by the underlying vehicles. The maturity date of the term loan is December 2026. The Company is subject to customary affirmative covenants and negative covenants on all of the above notes payable. As of December 31, 2022, the Company was in compliance with all covenants in the loan agreements. |
Income Taxes
Income Taxes | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Income Taxes | Note 11. Income Taxes The Company’s provision for income taxes for the three and six months ended June 30, 2023 and June 30, 2022, related to immaterial current state taxes in California and Texas. The Company’s 0% effective tax rate for all periods was lower than the federal statutory rate of 21% due to the Company’s full U.S. federal and state valuation allowance. The Company is subject to income tax examinations by the U.S. federal and state tax authorities. There were no ongoing income tax examinations as of June 30, 2023. In general, tax years 2011 and forward remain open to audit for U.S. federal and state income tax purposes. | Note 14. Income Taxes The provision for income taxes for the years ended December 31, 2022 and 2021 consist of current state taxes of $0.005 million and $0.007 million, respectively. Income taxes in the consolidated financial statements have been calculated on a separate tax return basis. The following table presents the principal reasons for the difference between the effective tax rate and the federal statutory income tax rate (in thousands) December 31, 2022 2021 $ % $ % Pretax loss $ (15,616 ) 21 % $ (7,600 ) 21 % State tax benefit (2,575 ) 3 % (2,251 ) 6 % Foreign tax difference 8,085 (11 )% 787 (2 )% Transaction costs 871 (1 )% 646 (2 )% Permanent difference 556 (1 )% 193 (1 )% PPP loan forgiveness — 0 % (154 ) 0 % Change in valuation allowance 8,717 (12 )% 8,369 (23 )% Other (38 ) 0 % 10 (0 )% Effective Income tax expense $ 0 0.00 % $ 0 (0 )% Significant components of deferred tax assets and liabilities are as follows (in thousands) Year Ended December 31, 2022 2021 Deferred tax assets: Book to tax depreciation differences $ 773 $ 545 Accrued expenses and reserves 1,254 1,415 Stock compensation 274 267 Intercompany interest 1,010 — Net operating loss carryforwards 57,825 50,158 Operating lease liabilities 340 — Other 165 165 Total deferred tax assets $ 61,641 $ 52,550 Valuation allowance 61,031 52,314 Total deferred tax assets, net $ 610 $ 236 Deferred tax liabilities: Operating lease right of use assets (338 ) — Prepaid expenses (272 ) (236 ) Total deferred tax liabilities, net $ (610 ) $ (236 ) Total deferred tax assets (liabilities), net $ — $ — As of December 31, 2022, the Company has approximately $41.6 million of tax-effected 1986 under Section 382 and similar state provisions. As of December 31, 2022 and 2021, the Company recorded a full valuation allowance of approximately $61.0 million and $52.3 million, respectively, on the net deferred tax assets, as management does not believe it is more likely than not that the tax assets will ultimately be realized. The valuation allowance increased by $8.7 million during the year ended December 31, 2022. Section 382 of the Internal Revenue Code, or Section 382, imposes limitations on a corporation’s ability to utilize its NOL carryforwards, if it experiences an “ownership change” as defined. In general terms, an ownership change may result from transactions increasing the ownership percentage of certain stockholders in the stock of the corporation by more than 50% over a three-year period. In the event of an ownership change, utilization of the NOL carryforwards would be subject to an annual limitation under Section 382 determined by multiplying the value of the Company’s stock at the time of the ownership change by the applicable long-term tax-exempt The Company recognizes the impact of a tax position in the consolidated financial statements if the tax position is more likely than not to be sustained upon examination and on the technical merits of the position. Based on the evaluation, that Company has concluded that for the years ended December 31, 2022 and 2021, there were no unrecognized tax benefits. The Company does not anticipate a significant change in unrecognized tax benefits during the next 12 months. The Company and its subsidiaries file tax returns in the United States (federal and state). In general, tax years 2011 and forward are open for examination for U.S. federal and state income tax purposes. |
Southern Airways Corporation | ||
Income Taxes | Note 14. Income Taxes The Company’s provision for income taxes for the three and six months ended June 30, 2023 was $2 thousand and $7 thousand, respectively. The Company’s 0% effective tax rate for both periods was lower than the federal statutory rate of 21% primarily due to the Company’s full U.S. federal and state valuation allowance. The Company’s provision for income taxes for the three and six months ended June 30, 2022 was $1 thousand and $6 thousand, respectively. The Company’s 0% effective tax rate for both periods was lower than the federal statutory rate of 21% primarily due to the Company’s full U.S. federal and state valuation allowance. The Company is subject to income tax examinations by the U.S. federal and state tax authorities. There are no ong o | Note 17. Income Taxes Significant components of the provision from income taxes consist of the following: ( in thousands Year Ended 2022 2021 Current: Federal $ — $ — State 10 440 Total 10 440 Deferred: Federal (392 ) — State (27 ) — Total (419 ) — Total tax expense (benefit) $ (409 ) $ 440 The following table presents the principal reasons for the difference between the effective tax rate and the federal statutory income tax rate: ( dollars in thousands December 31, 2022 2021 $ % $ % Provision (benefit) at statutory rate $ (1,167 ) 21.0 % $ 2,331 21.0 % State tax provision (benefit), net of federal benefit (257 ) 4.6 % 679 6.1 % Permanent book/tax difference 69 (1.2 )% 14 0.1 % Change in valuation allowance 846 (15.2 )% (2,584 ) (23.2 )% Other 100 (1.8 )% — — Effective income tax rate (409 ) 7.4 % 440 4.0 % Significant components of deferred tax assets and liabilities as of December 31, 2022 and 2021 were as follows: ( in thousands Year Ended 2022 2021 Net operating loss carryforward, net of reserves $ 4,680 $ 2,629 Capital loss carryforward 133 142 Amortization of intangibles 385 429 Accrued liabilities 244 214 Deferred revenue 227 166 Deferred rent — 395 Lease liabilities 4,288 — Interest carryforward 456 — Contributions carryforward 109 — Investment in Marianas 46 — Other — 9 Deferred tax assets, gross 10,568 3,984 Valuation allowance (3,273 ) (1,861 ) Deferred tax assets, net of valuation allowance 7,295 2,123 Right-of-use (4,027 ) — Book/tax depreciation differences (3,268 ) (2,123 ) Total deferred tax liabilities (7,295 ) (2,123 ) Total deferred tax assets (liabilities), net $ — $ — As of December 31, 2022 and 2021, the Company had approximately $3.9 million and $2.3 million of federal net operating loss (“NOL”) carryforwards, respectively, and $0.8 million and $0.4 million of state NOL carryforwards, respectively, which will begin to expire in 2035. The above described carryforwards are presented on a tax effected basis and are included in the Company’s calculation of its deferred tax asset; however, realization of the deferred tax asset is dependent on generating sufficient taxable income prior to expiration of the NOL carryforwards. Also, utilization of the operating losses and tax credits may be subject to a substantial annual limitation due to the ownership change limitations provided by the Internal Revenue Code of 1986 under Section 382 and similar state provisions. As of December 31, 2022, the Company does not believe it is more likely than not that their assets will ultimately be realized and has recorded a full valuation allowance of approximately $3.3 million on the net deferred tax assets. The valuation allowance increased by $1.4 million during the year ended December 31, 2022. Section 382 of the Internal Revenue Code, or Section 382, imposes limitations on a corporation’s ability to utilize its NOL carryforwards if it experiences an “ownership change” as defined. In general terms, an ownership change may result from transactions increasing the ownership percentage of certain stockholders in the stock of the corporation by more than 50% over a three-year period. In the event of an ownership change, utilization of the NOL carryforwards would be subject to an annual limitation under Section 382 determined by multiplying the value of the Company’s stock at the time of the ownership change by the applicable long-term tax-exempt As of December 31, 2022 and 2021, the Company had $0.4 million of unrecognized tax benefits none of which would result in a reduction of the Company’s effective tax rate, if recognized, due to a full valuation recorded within the U.S. federal and state jurisdictions. Furthermore, in the next twelve months, it is reasonably possible that the Company’s unrecognized tax benefits could change due to the resolution of certain tax matters related to the substantiation of federal and state NOLs. These resolutions could reduce the Company’s unrecognized tax benefits by $0.4 million. The Company is subject to income tax examinations by the U.S. federal and state tax authorities. There are no open income tax examinations as of December 31, 2022. Tax years 2013 and forward remain open to audit for U.S. federal income tax purposes and tax years 2016 and forward remain open for U.S. state income tax purposes. |
The Cares Act
The Cares Act | 12 Months Ended |
Dec. 31, 2022 | |
Paycheck Protecton Programme Loan [Line Items] | |
The Cares Act | Note 7. Paycheck Protection Program Loan On April 23, 2020, the Company borrowed an aggregate amount of $0.7 million under the U.S. government assisted Paycheck Protection Program (the “PPP”) under the Coronavirus Aid Relief and Economic Security Act (“CARES Act”), which was enacted on March 27, 2020 as a result of the COVID-19 In March 2021, the Company borrowed an additional $0.7 million under the PPP. The loan is in the form of a Promissory Note and the covered period of the loan was from March 31, 2021 to June 30, 2021. Under the terms of the PPP, the Company may apply for full forgiveness of the loan. In September 2021, the Company requested full forgiveness for the aggregate loan amount of $0.7 million and was provided full forgiveness for the loan amount in October 2021. The Company initially recognized the PPP loan amounts as a deferred income liability on the Consolidated Balance Sheet. The deferred income liability was derecognized on a systematic basis over the periods in which the Company incurred the qualifying payroll and payroll related benefit expenses the grant intended to offset. The offset is presented within operating expenses in the Consolidated Statements of Operations, where the Company records payroll and benefit expenses. Furthermore, the PPP Loan proceeds that were expected to be forgiven are classified within the operating activities section of the Consolidated Statement of Cash Flows, since those proceeds relate to operating costs (payroll and payroll related benefits). |
Southern Airways Corporation | |
Paycheck Protecton Programme Loan [Line Items] | |
The Cares Act | Note 11. The CARES Act Under the CARES Act, assistance was made available to the aviation industry in the form of a government assisted PPP Loan and PSP. Paycheck Protection Program Loan On April 17, 2020, the Company borrowed $4.3 million under the PPP Loan, which was in the form of a Promissory Note dated April 7, 2020 and due on April 7, 2022. The PPP Loan bore interest at a rate of 0.98 The Company recognized the $4.3 million borrowed under the PPP Loan as a deferred liability within CARES Act liability on the Consolidated Balance Sheet. The deferred liability was derecognized on a systematic basis over the periods in which the Company paid the qualifying salaries, wages, and benefits the PPP Loan intended to offset. The offset is presented as CARES Act within Operating Expenses on the Consolidated Statement of Operations. Furthermore, the PPP Loan proceeds are classified within the operating activities section of the Consolidated Statement of Cash Flows, since those proceeds relate to operating costs (payroll and payroll related benefits). Payroll Support Program On June 19, 2020, the Company entered into the PSP with the U.S. Department of Treasury, and from June 22, 2020 through October 1, 2020, the Company received proceeds through a direct grant under the PSP totaling $8.4 million. The proceeds for the PSP grant could only be used exclusively for the continuation of payment of employee salaries, wages, and benefits, and were conditioned on In March 2021, the Company entered into a Payroll Support Program extension agreement (“PSP Extension”) with the U.S. Department of Treasury and received a grant totaling approximately $4.7 million. In addition, the Company entered into a Payroll Support Program Agreement in April 2021 (“PSP 3”) with the U.S. Department of Treasury and received a grant totaling approximately $4.9 million. Under the terms of the PSP Extension and PSP 3 agreements, these payments are intended to provide payroll support to passenger air carriers and certain contractors and must be used for the continuation of payment of employee salaries, wages, and benefits. At any time, any payroll support in excess of the amount the U.S. Department of Treasury determines the Company is authorized to receive or retain under the terms of these agreements, constitutes debt to the U.S. Government and must be repaid. During 2021, the Company used all proceeds received under these two agreements for the continued payment of employee salaries, wages, and benefits, and the Company recorded it as a reduction of 2021 expenses and recorded the proceeds systematically as the expenses were incurred, and the Company will not be required to repay the U.S. Department of Treasury. The CARES Act liability was zero as of December 31, 2021. The Company recognized the PSP grant proceeds received as a deferred liability within CARES Act liability on the Consolidated Balance Sheet. The deferred liability was derecognized on a systematic basis over the periods in which the Company paid the qualifying salaries, wages, and benefits the PSP intended to offset. The offset is presented as CARES Act within Operating Expenses on the Consolidated Statement of Operations since the proceeds relate to operating costs (payroll and payroll related benefits). |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2022 | |
Southern Airways Corporation | |
Goodwill [Line Items] | |
Goodwill | Note 9. Goodwill The change in Goodwill is presented in the following table (in thousands): December 31, 2022 2021 Beginning of period $ — $ — Addition from acquisition 805 — Impairment — — End of period $ 805 $ — The Company recognized $0.8 million of goodwill as part of the Multi-Aero, Inc. Acquisition during the year ended December 31, 2022. The Company performs an analysis for goodwill impairment on an annual basis in the fourth quarter. Based on the analysis performed, the Company has concluded goodwill was not impaired. |
Common Stock Warrants
Common Stock Warrants | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Southern Airways Corporation | ||
Class of Warrant or Right [Line Items] | ||
Common Stock Warrants | Note 11. Common Stock Warrants In March 2023, all outstanding common stock warrants were exercised. Of the 9,918 warrants outstanding on December 31, 2022, 4,960 of the warrants were exercised in exchange for $107 thousand and the remaining 4,958 warrants were net exercised resulting in the issuance of 4,134 common shares. No additional expense was recognized on the exercise of the warrants. | Note 15. Common Stock Warrants The Company has issued fully vested common stock warrants in exchange for certain consulting services rendered to the Company in February 2016. A summary of the Company’s outstanding common stock warrants as of December 31, 2022 were as follows: Warrant Tranche Exercise Shares A $ 12.18 2,052 B 14.01 713 C 18.87 795 D 18.98 4,742 E 41.24 606 F 47.32 634 G 50.00 376 Total 9,918 As of both December 31, 2022 and 2021, total outstanding common stock warrants issued by the Company were 9,918 with weighted average exercise price of $27.25 per share. All the warrants outstanding expire at the earlier of April 2, 2023 or the initial closing of a deemed liquidation event, as defined in the warrant agreements. No All tranches of the common stock warrants issued (A-G) |
Related Party Balances and Tran
Related Party Balances and Transactions | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Related Party Transaction [Line Items] | ||
Related Party Balances and Transactions | Note 12. Related Party Balances and Transactions Convertible Notes at Fair Value As of June 30, 2023 and December 31. 2022, the 2017 convertible note issued to LamVen, a related party,(“2017 Notes”) with a principal amount of $3.5 million, was outstanding. The fair value of the 2017 Notes as of June 30, 2023 and December 31, 2022 was $11.9 million and $13.8 million, respectively. The 2017 Notes are convertible into one of the following: (i) automatically into future preferred shares of the Company at a price per share paid by the other purchasers of new preferred shares multiplied by 70%, upon occurrence of a Qualified Financing (defined as equity financing with gross proceeds of at least $60 million) on or before the maturity date; or (ii) automatically into Class B-2 Class B-5 Class B-6s These related party convertible notes are included in Convertible notes at fair value, current in the Condensed Consolidated Balance Sheets. SAFE Notes at Fair Value As of June 30, 2023 and December 31, 2022, SAFE notes issued to LamVen and Park Lane, entities affiliated with a co-founder de-SPAC 2022, the fair value of these SAFE notes in aggregate was $20.6 million and $10.8 million, respectively. The SAFE notes are On June 15, 2023, the Company issued a SAFE note to LamJam, an entity affiliated with a co-founder Financing Arrangements Fair Value at June 30, December 31, SAFE note with LamVen, a related party $ 10,302 $ 5,403 SAFE note with LamJam, a related party 9,520 — SAFE note with Park Lane, a related party 10,302 5,403 Total $ 30,124 $ 10,806 Term Notes The Company entered into term note agreements with related parties and recorded the notes in Due to related parties at carrying value on the Condensed Consolidated Balance Sheets. As of June 30, 2023 and December 31, 2022, the term notes outstanding are as follows ( in thousands Carrying Value at June 30, December 31, Term notes with LamVen, a related party $ 12,585 $ 4,500 On May 22, 2023, the Company entered into a term note agreement in exchange for $4.6 million in cash from LamVen LLC, a related party of the Company. The note is scheduled to mature on the earlier of December 31, 2023 or the date on which the note is otherwise accelerated as provided for in the agreement. Interest is due upon maturity at a rate of 10.0% per annum until the note is paid in full at maturity or upon acceleration by prepayment. On June 15, 2023, the Company entered into a term note agreement in exchange for $5.0 million in cash from LamVen LLC, a related party of the Company. The note is scheduled to mature on the earlier of December 31, 2023 or the date on which the note is otherwise accelerated as provided for in the agreement. Interest is due upon maturity at a rate of 10.0% per annum until the note is paid in full at maturity or upon acceleration by prepayment. On June 15, 2023, the LamVen term note dated April 1, 2023 for $3.5 million, including principal and interest, was converted, via a payoff letter, into the LamJam SAFE note (see Note 4. Financing Arrangements The LamVen notes with aggregate principal amount of $5.5 million bear interest at a rate of 8.25% per annum and the notes with an aggregate principal amount of $7.1 million bear interest at a rate of 10.0% per annum. Interest is payable in full at maturity or upon acceleration by prepayment. The term notes with LamJam, an entity affiliated with a co-founder to Class B-6s Redeemable Convertible Preferred Shares and Convertible Preferred Shares The notes are recorded at carrying values within Due to related parties on the Condensed Consolidated Balance Sheets as of June 30, 2023 and December 31, 2022. Other Transactions Additionally, LamVen paid for various expenses on behalf of the Company. As of June 30, 2023 and December 31, 2022, the Company owed LamVen $0.1 million and $0.4 million, respectively. These amounts are recorded within Due to related parties on the Condensed Consolidated Balance Sheets as of June 30, 2023 and December 31, 2022. As of June 30, 2023, the Company continues to lease four aircrafts from Park Lane for a monthly lease payment of $0.025 million per aircraft. The lease term for the four aircrafts expire on July 31, 2023. On June 16, 2023, the Company amended the lease agreements with Park Lane to extend the expiration date for a 6-month | Note 15. Related Party Balances and Transactions As of December 31, 2019, the Company owed $2.1 million to LamVen LLC (“LamVen”), an entity co-owned co-founder Class B-6s paid-in During 2019, the Company commenced leasing three aircraft from Park Lane, an entity affiliated with a co-founder Leases On April 7, 2020, the Company entered into a convertible Secured Promissory Note Agreement with Park Lane (“2020 SPNA”) under which prior loans were exchanged for a secured convertible loan aggregating $7.5 million. On December 15, 2020, principal and accrued interest on the secured promissory note of $7.6 million were converted into a total of 15,110,962 Class B-6a Class B-6a During 2021, Park Lane purchased an additional $5.0 million in Class B-6a Class B-6a During 2021, Surf Air issued an aggregate of $4.5 million of convertible notes under the May 12, 2022 (which is effective October 28, 2021), convertible note agreement, (the “2021 Note”) to an entity affiliated with the co-founder Financing Arrangements Class B-6a On May 15, 2022, the Company issued a convertible note in exchange for cash of $1.3 million to LamVen, a related party, which was scheduled to mature on the earlier of December 31, 2022 or the date on which the note is otherwise accelerated as provided for in the agreement. On May 17, 2022, the convertible note converted into 4,940,258 Class B-6a On May 17, 2022, Surf Air and LamVen, a related party, entered into a simple agreement for future equity (the “LamVen SAFE”) in the total amount of $7.5 million in exchange for cash received in 2022 (see Note 8, Financing Arrangements On May 17, 2022, Surf Air and Park Lane, a related party, entered into a simple agreement for future equity (the “Park Lane SAFE”) in the total amount of $7.5 million in exchange for cash received in 2022 (see Note 8, Financing Arrangements On November 12, 2022, as amended and restated on November 30, 2022, the Company entered into a term note agreement, effective October 31, 2022, in exchange for $4.5 million in cash from LamVen, a related party (see Note 9, Term Notes |
Southern Airways Corporation | ||
Related Party Transaction [Line Items] | ||
Related Party Balances and Transactions | Note 15. Related Party Transactions The following table presents Company’s amounts due to related parties ( in thousands) June 30, December 31, Accounts payable $ 53 $ 467 Other current liabilities (1) 175 158 Current maturities of long-term debt (2) 1,036 728 Short-term operating lease liabilities 1,526 1,772 Total current portion due to related parties $ 2,790 $ 3,125 June 30, December 31, Other liabilities (1) $ 100 $ 100 Long-term operating lease liabilities 1,983 2,606 Long-term debt, net of current maturities (2) 5,496 3,511 Total due to related parties, net of current portion $ 7,579 $ 6,217 (1) Liability related to Makani Kai Acquisition and SkyWest Notes’ accrued interest (2) Notes Payable to SkyWest SkyWest As of June 30, 2023, and December 31, 2022, the Company had two notes payable to SkyWest Leasing, Inc. (“SkyWest”). The first note had principal amounts of $3.9 million and $4.2 million, respectively, bearing interest at 4.0% per annum (“SkyWest Note 1”). Principal and interest payments are due monthly, through April 30, 2028 and the note is collateralized by a pledge for 100% of the stock of Southern Airways Pacific (“SAP”, a wholly-owned subsidiary of the Company), a first priority security interest in all assets of SAP. In the event of a change of control associated with the Company, the then outstanding principal and interest on the note will become due and payable immediately by the Company. The second note had a principal amount of $2.7 million at June 30, 2023. Interest accrues on the entire principal amount of the note outstanding at a fixed rate of 9.0% per annum. Principal and interest are payable as a fixed monthly amount commencing on May 6, 2023, and continuing through the maturity date of November 6, 2024. On the maturity date, in addition to the final principal and interest payment, a principal balloon payment of $2.3 million is due. The note is collateralized by one aircraft. (See Note 10, Long-term debt, net As of June 30, 2023, and December 31, 2022, $1.0 million and $728 thousand, respectively, is included in Current portion due to Related Parties. $5.5 million and $3.5 million, respectively, is included in Due to Related Parties, net of current portion on the Condensed Consolidated Balance Sheet. Additionally, as of June 30, 2023, and December 31, 2022, $1.7 million and $0.9 million, respectively, in engine reserves related to the SkyWest guarantee agreement are included in Prepaid expenses and other current assets on the Condensed Consolidated Balance Sheets (See Note 6 — Prepaid Expenses and Other Current Assets SkyWest is currently represented by one of the Company’s total of seven Board of Director seats and owns 85,318 shares of common stock of the Company on June 30, 2023, and December 31, 2022. SkyWest consented to the change of control that occurred when SAM acquired the Company on June 27, 2023 and there were no Subsequent Events Kuzari Investor 94647 LLC As of June 30, 2023, Kuzari Investor 94647 LLC (“Kuzari”) owns 32,699 shares of the Company’s common stock, and is currently represented by one of the Company’s total of seven Board of Directors seats. In addition, Kuzari owns 105,556 Series A redeemable convertible preferred shares and 25,000 Series A-2 Since March 2017, one of the affiliates of Kuzari provides the Company certain advisory services in areas such as evaluation of business decisions, assessment of market opportunities, and the exploring of financial and/or operational strategic initiatives. In return for the consulting services, Kuzari is entitled to compensation from the Company consisting of an annualized fee within a range of $100 thousand to $150 thousand per year. For the three months ended June 30, 2023, and June 30, 2022, the Company incurred consulting expenses due to Kuzari of $19 thousand and $38 thousand, respectively. For the six months ended June 30, 2023, and June 30, 2022, the Company incurred consulting expenses due to Kuzari of $38 thousand and $75 thousand, respectively. As of June 30, 2023, and December 31, 2022, the Company had no outstanding payables to Kuzari in connection with the consulting arrangement. JA Flight Services and BAJ Flight Services As of June 30, 2023, the Company leased a total of three aircraft from JA Flight Services (“JAFS”) and one aircraft from BAJ Flight Services (“BAJFS”). JAFS is 50% owned by Bruce A. Jacobs (“BAJ”), an officer, shareholder, and board member of the Company and BAJFS is 100% owned by BAJ. As of June 30, 2023, JAFS owns 40,000 shares of the total outstanding common stock of the Company. The Company recorded approximately $308 thousand and $279 thousand in combined lease and engine reserve expense attributable to JAFS and BAJFS during the three months ended June 30, 2023, and June 30, 2022, respectively. The Company recorded approximately $575 thousand and $560 thousand in combined lease and engine reserve expense attributable to JAFS and BAJFS during the six months ended June 30, 2023, and June 30, 2022, respectively. Accounts payable of $ 37 In February 2022, BAJ retired from his role as an officer within the Company. JAFS continues to be a shareholder of the Company and lessor of three aircraft to the Company, and BAJFS continues to be a lessor of one aircraft to the Company as of June 30, 2023. Schuman Aviation As of June 30, 2023, the Company leased six aircraft from Schuman Aviation Ltd. (“Schuman”), an entity which is owned by an executive and shareholder of the Company. Schuman owns 5,774 60 The Company recorded approximately $ 401 412 829 792 16 314 On July 7, 2020, the Company entered into a transaction with Schuman, whereby Schuman agreed not to fly any of its Makani Kai airline routes (“Makani Kai”) servicing the Hawaiian Island commuter airspace for a period of 10 500 100 2,777 2,225 2,296 Subsequent Events | Note 18. Related Party Transactions The following table presents Company’s amounts due to (from) related parties as of December 31, 2022 and 2021: ( in thousands) December 31, 2022 2021 Accounts payable (receivable) (1) $ 467 $ (56 ) Other current liabilities (2) 158 373 Current maturities of long-term debt (3) 728 699 Short-term operating lease liabilities 1,772 — Total current portion due to related parties $ 3,125 $ 1,016 December 31, 2022 2021 Other liabilities (2) $ 100 $ 450 Long-term operating lease liabilities 2,606 — Long-term debt, net of current maturities (3) 3,511 4,239 Total due to related parties, net of current portion $ 6,217 $ 4,689 (1) Net amount of accounts receivable and accounts payable from/to various individuals (2) Liability related to Makani Kai Acquisition and SkyWest Note’s accrued interest (3) Note Payable to SkyWest SkyWest Airlines At December 31, 2022 and 2021, the Company had a note payable to SkyWest Airlines, Inc. (“SkyWest”) with a principal amount of $4.2 million and $4.9 million, respectively, bearing interest at 4.0% per annum (“SkyWest Note”). Principal and interest payments are due monthly, through April 30, 2028 and the note is collateralized by a pledge for 100% of the stock of Southern Airways Pacific (“SAP”, a wholly-owned subsidiary of the Company), a first priority security interest in all assets of SAP. In the event of a change of control associated with the Company, the then outstanding principal and interest on the note will become due and payable immediately by the Company. At December 31, 2022 and 2021, $728 thousand and $699 thousand, respectively, is included in Due to Related Parties. $3.5 million and $4.2 million, respectively, is included in Due to Related Parties, net of current portion on the Consolidated Balance Sheet. Additionally, as of December 31, 2022, $0.9 million in engine reserves related to the SkyWest guarantee agreement are included in Prepaid expenses and other current assets on the Consolidated Balance Sheets (See Note 12, Long-Term Debt, Net SkyWest is currently represented by one of the Company’s total of seven Board of Director seats and owns 58,163 shares of common stock of the Company on December 31, 2022. Kuzari Investor 94647 LLC As of December 31, 2022, Kuzari Investor 94647 LLC (“Kuzari”) owns 32,699 shares of the Company’s common stock, and is currently represented by one of the Company’s total of seven Board of Directors seats. In addition, Kuzari owns 105,556 Series A redeemable convertible preferred shares and 25,000 Series A-2 Since March 2017, one of the affiliates of Kuzari provides the Company certain advisory services in areas such as evaluation of business decisions, assessment of market opportunities, and the exploring of financial and/or operational strategic initiatives. In return for the consulting services, Kuzari is entitled to compensation from the Company consisting of an annualized fee within a range of $100 thousand to $150 thousand per year. For the years ended December 31, 2022 and 2021, the Company incurred consulting expenses due to Kuzari of $138 thousand and $150 thousand, respectively. As of December 31, 2022 and 2021, the Company had no outstanding payables to Kuzari, in connection with the consulting arrangement. JA Flight Services and BAJ Flight Services As of December 31, 2022, the Company leased a total of three aircraft from JA Flight Services (“JAFS”) and one aircraft from BAJ Flight Services (“BAJFS”). JAFS is 50% owned by Bruce A. Jacobs (“BAJ”), an officer, shareholder, and board member of the Company and BAJFS is 100% owned by BAJ. As of December 31, 2022 JAFS owns 40,000 shares of the total outstanding common stock of the Company. The Company recorded approximately $1.1 million and $1.2 million in combined lease and engine reserve expense attributable to JAFS and BAJFS during the years ended December 31, 2022 and 2021, respectively. As of December 31, 2021, the Company owed approximately $500 thousand in total to JAFS and BAJFS, relating primarily to deferred lease payments, as well as engine reserve payments. No amounts were owed for deferred lease payments as of December 31, 2022. Of the $500 thousand owed to both JAFS and BAJFS at December 31, 2022, approximately $250 thousand is included in Due to Related Parties and Due to Related Parties, net of current portion, respectively, on the Consolidated Balance Sheet. In February 2022, BAJ retired from his role as an officer within the Company JAFS continues to be a shareholder of the Company and lessor of three aircraft to the Company, and BAJFS continues to be a lessor of one aircraft to the Company as of December 31, 2022. Schuman Aviation As of December 31, 2022 and 2021, the Company leased six aircraft from Schuman Aviation Ltd. (“Schuman”), an entity which is owned by an executive and shareholder of the Company. Schuman owns 5,002 shares of the total outstanding common stock of the Company. All leases consist of 60-month The Company recorded approximately $1.5 million and $930 thousand in combined lease and engine reserve expense attributable to Schuman for the years ended December 31, 2022 and 2021, respectively. At December 31, 2022, the Company owed approximately $314 thousand to Schuman. There were no outstanding amounts due to Schuman at December 31, 2021. On July 7, 2020, the Company entered into a transaction with Schuman, whereby Schuman agreed not to fly any of its Makani Kai airline routes (“Makani Kai”) servicing the Hawaiian Island commuter airspace for a period of 10 years. As consideration for this noncompete agreement, the Company agreed to pay Schuman a total of $500 thousand in the Company’s common stock in five equal installments of $100 thousand. The first installment of 2,777 shares of common stock was transferred on the transaction date of July 7, 2020, with the remaining consideration due on each anniversary of the transaction date. In July 2021, the Company made its second installment payment to Schuman, consisting of 2,225 shares of Southern common stock. In July 2022, the Company made its third installment payment to Schuman, consisting of 2,296 shares of Southern common stock. |
Redeemable Convertible Prefer_2
Redeemable Convertible Preferred Shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Southern Airways Corporation | ||
Redeemable Convertible Preferred Shares | Note 13. Redeemable Convertible Preferred Shares The following table presents information about the Company’s redeemable convertible preferred shares as in thousands, except for share data) Shares Shares Carrying Liquidation Series A 105,556 105,556 $ 2,150 $ 3,759 Series A-1 7,033 7,033 141 246 Series A-2 25,000 25,000 500 874 Series B 25,000 25,000 833 2,453 Total 162,589 162,589 $ 3,624 $ 7,332 The following table presents information about the Company’s redeemable convertible preferred shares as of December 31, 2022 ( in thousands, except for share data) Shares Shares Carrying Liquidation Series A 105,556 105,556 $ 2,150 $ 3,635 Series A-1 7,033 7,033 141 238 Series A-2 25,000 25,000 500 845 Series B 25,000 25,000 833 2,374 Total 162,589 162,589 $ 3,624 $ 7,092 As the Company’s convertible preferred shares are only contingently redeemable in the event of a deemed liquidation event, the Company has not recorded preferred dividends of $2.0 million and $1.8 million on the Condensed Consolidated Balance Sheet as of June 30, 2023 and December 31, 2022, respectively, as the occurrence of the contingent liquidation event is not deemed probable. If the redemption event becomes probable, the carrying amount of the convertible preferred shares will be accreted to its full redemption value and recorded as an equity transaction. | Note 16. Redeemable Convertible Preferred Shares The following table presents information about the Company’s redeemable convertible preferred shares as of December 31, 2022: ( in thousands, except for share data) Shares Shares Carrying Liquidation Series A 105,556 105,556 $ 2,150 $ 3,635 Series A-1 7,033 7,033 141 238 Series A-2 25,000 25,000 500 845 Series B 25,000 25,000 833 2,374 Total 162,589 162,589 $ 3,624 $ 7,092 The following table presents information about the Company’s redeemable convertible preferred shares as of December 31, 2021: ( in thousands, except for share data) Shares Shares Carrying Liquidation Series A 105,556 105,556 $ 2,150 $ 3,396 Series A-1 7,033 7,033 141 222 Series A-2 25,000 25,000 500 790 Series B 25,000 25,000 833 2,219 Total 162,589 162,589 $ 3,624 $ 6,627 Dividend Rights Holders of shares of Series A, Series A-1, Series A-2 Holders of Series A, Series A-1, Series A-2 Series A-1 Series A-2 Series A-1 Series A, Series A-1, Series A-2 Series A-1, Series A-2 Series A-1, Series A-2 Series A-1, Series A-2 60-day Series A-1, Series A-2 The Series A, Series A-1, Series A-2 Series A-1, Series A-2 Series A-1, Series A-2 Series A-1, Series A-2 Series A-1, Series A-2 After the payment in full of the Dividends noted above, the Company may pay Dividends to the holders of all shares of capital stock, when and when declared by the Board of Directors. For the years ended December 31, 2022 and December 31, 2021 no dividends on Accumulated Dividends As the Company’s convertible preferred shares are only contingently redeemable in the event of a deemed liquidation event, the Company has not recorded dividends of $1.8 million and $1.3 million on the Consolidated Balance Sheets as of December 31, 2022 and 2021, respectively, as the occurrence of the contingent liquidation event is not deemed probable. If the redemption event becomes probable, the carrying amount of the convertible preferred shares will be accreted to their full redemption value. Voting Rights Each holder of outstanding redeemable convertible preferred shares is entitled to cast the number of votes equal to the number of whole shares of common stock, into which the redeemable convertible preferred shares held by such holder are convertible. Holders of redeemable convertible preferred shares vote together with the holders of common stock as a single class. Conversion Rights Each share of redeemable convertible preferred shares is convertible at any time, at the option of the holder and without the payment of additional consideration, into such number of fully paid and non-assessable Series A-1 Series A-2 subject to certain adjustments. In the event of liquidation, dissolution, or winding up of the Company, or a deemed liquidation event, these conversion rights will terminate at the close of business on the last full day preceding the date fixed for Liquidation The liquidation preference provisions allow for redemption upon deemed liquidation, which is not in the company’s control and could require settlement in cash or other assets of the company available for distribution. As such, the Redeemable Convertible Preferred Shares are disclosed in mezzanine equity. For each reporting period the Company will reassess the shares for remeasurements when a deemed liquidation event becomes probable. In the event of any voluntary or involuntary liquidation, dissolution, or winding up of the Company or a deemed liquidation event (as defined below), the holders of shares of capital stock then outstanding shall be entitled to be paid out of the assets of the Company available for distribution to its stockholders in the following priority: First, the holders of Series A, Series A-1, Series A-2 Series A-1, Series A-2 Second, after the payment in full of accrued Series A, Series A-1, Series A-2 Lastly, after the payment in full of all amounts pursuant to the foregoing, all remaining amounts from assets of the Company available for distribution to its stockholders will be paid to the holders of all shares of capital stock ratably among them the based upon each such holder’s percentage interest in the Company. The holders of redeemable convertible preferred shares are not required or obligated to convert redeemable convertible preferred shares into shares of common stock to receive the payments obligated to be made by the Company to them on an as-converted The liquidation preference is calculated by adding (i) the Original Issue Price plus (ii) the product obtained by multiplying (x) the Original Issue Price of each such share of Preferred Stock (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Preferred Stock) by (y) the then applicable Dividend Tax Rate which the rate is 23.8% on the date hereof. Original Issue Prices are as follows: (i) $20.3683 per share for the shares of Series A Preferred Stock, (ii) $20.00 per share for the Series A-1 Series A-2 Each of the following events shall be considered a “Deemed Liquidation Event” , (i) the sale, transfer, assignment, conveyance or other disposition (including by merger or consolidation, but excluding any sales by the stockholders of the Company made as part of an underwritten public offering of the Company’s securities) in one transaction or a series of related transactions, of more than 50% of all outstanding shares of the Company, (ii) the consummation of a consolidation, merger or reorganization of the Company, unless the stockholders of the Company immediately before such consolidation, merger or reorganization own, directly or indirectly, at least a majority of the combined securities of the outstanding securities resulting from such consolidation, merger or reorganization, (iii) the sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of related transactions, by the Company or any subsidiary of the Company of all or substantially all the assets of the Company and its subsidiaries taken as a whole or (iv) the acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended) of beneficial ownership (within the meaning of Rule 13d-3 Election of Directors The size of the Board of Directors of the Company is set at seven directors. The holders of record of the shares of Series A, Series A-1, Series A-2 |
Net Loss per Share Applicable t
Net Loss per Share Applicable to Ordinary Shareholders, Basic and Diluted | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Earnings Per Share [Abstract] | ||
Net Loss per Share Applicable to Ordinary Shareholders, Basic and Diluted | Note 13. Net Loss per Share Applicable to Ordinary Shareholders, Basic and Diluted The Company calculates basic and diluted net loss per share attributable to ordinary shareholders using the two-class The following table sets forth the computation of net loss per ordinary share (in thousands, except share data) Three Months Ended Six Months Ended 2023 2022 2023 2022 Net loss $ (44,520 ) $ (18,753 ) $ (65,093 ) $ (29,400 ) Weighted-average number of common shares used in net loss per share applicable to ordinary shareholders, basic and diluted 14,168,091 13,427,098 14,138,856 12,759,876 Net loss per share applicable to ordinary shareholders, basic and diluted $ (3.14 ) $ (1.40 ) $ (4.60 ) $ (2.30 ) The Company excluded the following potential ordinary shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share for the periods indicated because including them would have had an anti-dilutive effect: Three Months Ended Six Months Ended 2023 2022 2023 2022 Excluded securities: Options to purchase ordinary shares 1,743,735 1,125,008 1,743,735 1,125,008 Restricted stock units 220,424 220,424 220,424 220,424 Unvested RSPAs 3,072,999 3,264,603 3,072,999 3,264,603 Preferred stock (as converted to ordinary shares) 14,226,483 13,323,745 14,226,483 13,323,745 Total ordinary shares equivalents 19,263,641 17,933,781 19,263,641 17,933,781 | Note 16. Net Loss per Share Applicable to Ordinary Shareholders, Basic and Diluted The following table sets forth the computation of net loss per ordinary share (in thousands, except share data) December 31, 2022 2021 Net loss $ (74,362 ) $ (35,784 ) Weighted-average number of ordinary shares used in net loss per share applicable to ordinary shareholders – basic and diluted 302,006,679 192,372,698 Net loss per share applicable to ordinary shareholders, basic and diluted $ (0.25 ) $ (0.19 ) The Company excluded the following potential ordinary shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share for the periods indicated because including them would have had an anti-dilutive effect: December 31, 2022 2021 Excluded securities: Options to purchase ordinary shares 39,608,026 10,806,791 Restricted stock units 4,937,534 4,937,535 Unvested RSPAs 70,835,766 75,689,677 Preferred stock (as converted to ordinary shares) 300,623,025 249,935,594 Total ordinary shares equivalents 416,004,351 341,369,597 |
Quarterly Financial Information
Quarterly Financial Information | 12 Months Ended |
Dec. 31, 2022 | |
Southern Airways Corporation | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |
Quarterly Financial Information | Note 20. Quarterly Financial Information (unaudited) As noted in Note 1, the Company has revised its previously issued financial statements, and related footnote disclosures, as of December 31, 2022 and 2021, and for the years then ended, to correct an error related to the revenue recognition associated with prepaid passenger ticket deposits. The Company has evaluated this error and determined that the impact to the previously issued financial statements was not material, however, the Company will also revise its unaudited condensed consolidated financial statements, and related footnote disclosures, for the six months ended June 30, 2022 and 2021 and as of June 30, 2022. The following table presents the effects of the revision on the Company’s previously issued unaudited condensed consolidated statement of operations for the six months ended June 30, 2022 ( in thousands As Previously Adjustment As Revised Revenues $ 36,521 $ (166 ) $ 36,355 Operating loss (1,631 ) (166 ) (1,797 ) Loss before income taxes (2,165 ) (166 ) (2,331 ) Net loss including noncontrolling interest (2,171 ) (166 ) (2,337 ) Net loss attributable to common shareholders (2,171 ) (166 ) (2,337 ) The following table presents the effect of the revision on the Company’s previously issued unaudited condensed consolidated balance sheet as of June 30, 2022 ( in thousands As Previously Adjustment As Revised Deferred Revenue $ 5,945 $ 774 $ 6,719 Current liabilities 18,546 774 19,320 Total liabilities 49,829 774 50,603 Accumulated deficit (7,670 ) (774 ) (8,444 ) Total stockholders’ equity (1,902 ) (774 ) (2,676 ) The following table presents the effect of the revision on the Company’s previously issued unaudited condensed consolidated statement of cash flows for the six months ended June 30, 2022 ( in thousands As Previously Adjustment As Revised Net income (loss) including noncontrolling interests $ (2,171 ) $ (166 ) $ (2,337 ) Deferred Revenue 1,913 166 2,079 Cash Flows from operating activities 427 — 427 The following table presents the effects of the revision on the Company’s previously issued unaudited condensed consolidated statement of operations for the six months ended June 30, 2021 ( in thousands As Previously Adjustment As Revised Revenues $ 24,645 $ (9 ) $ 24,636 Operating income 9,044 (9 ) 9,035 Income before income taxes 8,725 (9 ) 8,716 Net loss including noncontrolling interest 8,396 (9 ) 8,387 Net loss attributable to common shareholders 8,396 (9 ) 8,387 The following table presents the effect of the revision on the Company’s previously issued unaudited condensed consolidated statement of cash flows for the six months ended June 30, 2021 ( in thousands As Previously Adjustment As Revised Net income (loss) including noncontrolling interests $ 8,396 $ (9 ) $ 8,387 Deferred Revenue 2,603 9 2,612 Cash flows from operating activities 10,979 — 10,979 |
Subsequent Events
Subsequent Events | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Subsequent Event [Line Items] | ||
Subsequent Events | Note 14. Subsequent Events Management evaluated events occurring subsequent to June 30, 2023 through August 29, 2023, the date the Internal Reorganization On July 21, 2023, the Company merged with and into SAGL Merger Sub Inc., a wholly-owned subsidiary of SAM (the “ Internal Reorganization • 13,417,826 common shares were cancelled and re-issued • 234,856,003 redeemable convertible preferred shares were cancelled and re-issued • 83,819,163 class B-6s re-issued • 3,701,255 common share warrants were exercised and re-issued • 1,743,735 common share options were converted and re-issued • 2,708,961 class B-2, B-3, B-4 re-issued On July 21, 2023, as triggered by the Internal Reorganization, the 2020 convertible note converted per conditional conversion agreement dated June 27, 2023. The note totaling $732,480 with principal and interest, converted into 1,383,342 of Class B-6a Class B-6a re-issued On July 21, 2023, as triggered by the Internal Reorganization, the 2017 convertible notes converted per the conditional conversion agreement dated June 27, 2023. The notes totaling $12,206,936 with principal and interest, converted into 31,842,733 of Class B-5 Class B-5 re-issued and re-issued Business Combination Agreements On July 27, 2023, concurrent with the first day of listing of SAM common stock, SAM issued 635,000 shares of common stock to Tuscan in satisfaction of the terms of the mutually terminated Merger Agreement. Based on the $5.00 opening price of SAM common stock, such shares have resulted in $3,175,000 of contract termination expense in the third quarter of 2023. On July 27, 2023, Southern merged with and into SAC Merger Sub Inc. (“ SAC Merger Sub Southern Acquisition SAFE Settlements On July 27, 2023, concurrent with the first day of listing of SAM common shares, SAM issued 17,365,358 shares of common stock in satisfaction of $56,437,414 of outstanding principal on SAFE notes. Share settlements were based on the contractual 35% discount to the $5.00 per share opening price on the first day of listing of SAM common shares. GEM Purchase and Issuance On July 27, 2023, SAM received $25 million in exchange for 1,000,000 shares of common stock under the GEM purchase agreement entered into on June 15, 2023. This was based on a contractual purchase price of $25 per share. Concurrently, SAM issued 1,300,000 shares of common stock in satisfaction of the initial issuance due under the SPA with GEM. Convertible Note On July 27, 2023, SAM received $8 million in funding, following satisfaction of all conditions precedent outlined under the Convertible Note Purchase Agreement. Based on the $5.00 per share opening price on the first day of listing of SAM common shares, the principal of the Convertible Note Purchase Agreement would be convertible into 1,333,333 shares of SAM common stock. | Note 17. Subsequent Events Management evaluated events occurring subsequent to December 31, 2022 through April 13, 2023, the date the consolidated financial statements were available for issuance. On January 18, 2023, the Company entered into a term note agreement effective December 14, 2022, for $1.0 million in cash from LamVen, a related party. The Company received a cash contribution of $0.4 million as of the effective date and a cash contribution of $0.6 million in 2023. The note is scheduled to mature on the earlier of December 31, 2023 or may be prepaid in whole or in part any time upon written notice to the Lender. Interest is due upon maturity at a rate of 8.25% per annum until the note is paid in full at maturity or upon acceleration by prepayment. On January 18, 2023, the Company entered into a term note agreement effective January 10, 2023, for $1.7 million in cash from LamJam, a related party. The Company received a cash contribution of $1.7 million as of the effective date. The note is scheduled to mature on the earlier of December 31, 2023 or may be prepaid in whole or in part any time upon written notice to the lender. Interest is due upon maturity at a rate of 8.25% per annum until the note is paid in full at maturity or upon acceleration by prepayment. On January 31, 2023, the Company and a private investor entered into a simple agreement for future equity in which the Company agreed to sell to the investor up to a number of common shares having an aggregate value of $0.3 million in exchange for cash received in 2023. The resulting conversion prices will be based on a contractually defined discount of 20% of the per share consideration payable to common shareholders, in the event if a change in control or qualified financing, and a 35% discount to the price per share of equity securities issued in the event of a de-SPAC On February 1, 2023, the Company and a commercial lender amended the payoff letter for the SAFE note related to the 2017 Term Notes to extend the exchange date to May 30, 2023 (see Note 9, Term Notes On February 8, 2023, the Company entered into an amended and restated SPA with GEM, which further amended and restated the SPA entered into on May 17, 2022. The amendment increases the facility to $400.0 million and the commitment fee to $8.0 million (see Note 11, Commitments and Contingencies On April 1, 2023, the Company entered into a term note agreement for $3.4 million in cash from LamVen, a related party. The Company received the $3.4 million in cash contributions in 2023. The note is scheduled to mature on the earlier of December 31, 2023 or may be prepaid in whole or in part any time upon written notice to the Lender. Interest is due upon maturity at a rate of 10.0% per annum until the note is paid in full at maturity or upon acceleration by prepayment. On April 1, 2023, the Company entered into a term note agreement for $3.5 million in cash from LamJam, a related party. The Company received the $3.5 million in cash contributions in 2023. The note is scheduled to mature on the earlier of December 31, 2023 or may be prepaid in whole or in part any time upon written notice to the Lender. Interest is due upon maturity at a rate of 10.0% per annum until the note is paid in full at maturity or upon acceleration by prepayment. In the first quarter of 2023, Los Angeles County imposed a tax lien on four of the Company’s aircraft due to the late filing of its 2022 property tax return where the county assessed the Company approximately $0.2 million of property tax due, inclusive of interest and penalties. The Company is in the process of remediating of the late filing and payment of the property tax liability. |
Southern Airways Corporation | ||
Subsequent Event [Line Items] | ||
Subsequent Events | Note 17. Subsequent Events ASC Topic 855, Subsequent Events Surf Air Mobility Acquisition of Southern Pursuant to the Southern Acquisition, Southern stockholders received 16,250,000 shares of SAM Common Stock, which was based on the aggregate merger consideration of $81.25 million at the $5.00 per share opening price on the first day of listing of SAM common shares. In total, 16,249,963 shares of SAM Common Stock were allocated to Southern shareholders while the remaining amount was paid out in cash in lieu of fractional shares to those shareholders on a pro rata basis. The primary reasons for the acquisition were the Company’s extensive geographic coverage, experienced management team and industry expertise, particularly with the Cessna Caravan and pilot development programs that will aid in expanding the combined companies’ network and advancing plans for airframes with hybrid-electric and fully-electric powertrains. Amendment to Makani Kai Transaction In July 2023, the Company amended the Makani Kai purchase and sale agreement with Schuman to provide the fourth and fifth installment payments of $100 thousand in cash per payment in lieu of shares. The fourth and fifth installment payment have not been paid as of the date of this report. Vesting of Restricted Stock Upon SAM’s acquisition of the Company in July 2023, 48,600 shares of Restricted Stock vested, as the following vesting conditions were met: a) b) Conversion of Convertible Preferred Shares Upon SAM’s acquisition of the Company in July 2023, the redemption of 162,589 shares of the Company’s convertible preferred shares became probable and the carrying amount of $3.6 million was accreted to its full redemption value. The associated preferred dividends of $2.1 million as of the acquisition date were also recorded for a total liquidation value of $7.2 million. These shares were then converted into 1,441,023 SAM shares as part of the SAM acquisition described above. Finance Lease Termination In July 2023, the Company amended the payment terms on a finance lease related to an aircraft. The $2.3 million of remaining obligations are due in the second half of 2023. Upon final payment, the Company will obtain ownership of the aircraft. 5.72% Note Payable Payoff Upon the change in control related to SAM’s acquisition of the Company in July 2023, the remaining obligations of $0.8 million on the 5.72% Note Payable became due. The Company paid off the obligations in August 2023. Clarus Notes Amendments Upon the change in control related to SAM’s acquisition of the Company in July 2023, the four tranches of the Clarus Note were amended to modify the interest rate to 8.66% on all four tranches. | Note 21. Subsequent Events ASC Topic 855, Subsequent Events Incentive Agreement with CNMI and Marianas Operations On February 21, 2023, the Office of the Governor of the CNMI issued a letter to Marianas terminating the Incentive Agreement between Marianas and the CNMI government. The Incentive Agreement had approximately twelve months remaining in duration. As of April 1, 2023, Marianas ceased operations in CNMI and the Company is in the process of relocating aircraft, liquidating assets and settling amounts owed to vendors. Upon completing the liquidation, the Company will distribute any remaining capital equally between the Company and the JV partner. As of March 31, 2023, the Company has approximately $645 thousand in deferred incentive income from the government of CNMI and expects to recognize this entire amount to income during the second half of 2023 as it believes that it will have met all the contract requirements in the Incentive Agreement with the government of CNMI. Exercise of Warrants In March 2023, all outstanding common stock warrants were exercised and converted into common stock. Of the 9,918 warrants outstanding on December 31, 2022, 4,960 of the warrants were converted into 4,960 shares in exchange for $107 thousand and the remaining 4,958 warrants were converted into 4,134 common shares. Promissory Note On April 6, 2023, the Company executed a 19-month Accounts Receivable Financing Arrangement On March 21, 2023, the Company amended its revolving accounts receivable financing arrangement to increase the total maximum borrowing capacity to $5 million from $2 million. Jet Charter Operation On March 22, 2023, the Company discontinued leasing an aircraft used in its jet charter operations and ceased the charter operations associated with this aircraft. In 2022, the Company recorded $2.3 million in revenue related to its jet charter business. Events Subsequent to Original Issuance of Consolidated Financial Statements (Unaudited) In connection with the reissuance of the financial statements, the Company has evaluated subsequent events through June 2, 2023, the date the financial statements were available to be reissued. Surf Air Mobility Proposed Acquisition On May 25, 2023, SAM entered into an amendment to the acquisition agreement with the Company, whereby the outside date by which the transaction could be consummated was extended to July 31, 2023. No other terms to the previously amended acquisition agreement were changed. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Interim Financial Information | Interim Financial Information The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the rules and regulations of the United States Securities and Exchange Commission (“SEC”) for interim financial information. Accordingly, the interim financial statements do not include all of the information and footnotes required by generally accepted accounting principles for annual financial statements and should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2022 and the related notes, as included in SAM’s Registration Statement.. The information herein reflects all material adjustments, including normal recurring adjustments, which are, in the opinion of management, necessary for a fair statement of the results for the period presented. The results for the six months ended June 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023. There have been no material changes in significant accounting policies during the six months ended June 30, 2023 from those disclosed in the notes to the Company’s consolidated financial statements for the year ended December 31, 2022. | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The condensed consolidated financial statements include the assets, liabilities, and operating results of Surf Air. All intercompany balances and transactions have been eliminated in consolidation. | Basis of Presentation and Principles of Consolidation The consolidated financial statements of the Company are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The consolidated financial statements include the assets, liabilities and operating results of Surf Air. All intercompany balances and transactions have been eliminated in consolidation. Other than net loss, the Company does not have any other elements of comprehensive income or loss for the periods presented. |
Use of Estimates | Use of Estimates The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, and the reported amounts of income and expense during the reporting period. On an ongoing basis, the Company evaluates its estimates using historical experience and other factors including the current economic and regulatory environment as well as management’s judgment. Items subject to such estimates and assumptions include: revenue recognition and related allowances, valuation allowance on deferred tax assets, certain accrued liabilities, useful lives and recoverability of long-lived assets, fair value of assets acquired and liabilities assumed in acquisitions, legal contingencies, assumptions underlying convertible notes and convertible securities carried at fair value and share-based compensation. These estimates may change as new events occur and additional information is obtained and such changes are recognized in the condensed consolidated financial statements as soon as they become known. Actual results could differ from those estimates, and any such differences may be material to the Company’s condensed consolidated financial statements. | Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of income and expense during the reporting period. On an ongoing basis, the Company evaluates its estimates using historical experience and other factors including the current economic and regulatory environment as well as management’s judgment. Items subject to such estimates and assumptions include: revenue recognition and related allowances, valuation allowance on deferred tax assets, certain accrued liabilities, useful lives and recoverability of long-lived assets, fair value of assets acquired and liabilities assumed in acquisitions, legal contingencies, assumptions underlying convertible notes and convertible securities carried at fair value and share-based compensation. These estimates may change as new events occur and additional information is obtained a n |
Deferred Revenue | Deferred Revenue The Company records deferred revenue (contract liabilities) when the Company receives customer payments in advance of the performance obligations being satisfied on the Company’s contracts. The Company generally collects payments from customers in advance of services being provided. The Company recognizes deferred revenue as revenue when it meets the applicable revenue recognition criteria, which is usually either over the contract term, or when services have been provided. Accordingly, deferred revenue is classified within current liabilities in the accompanying Condensed Consolidated Balance Sheets. During the three and six months ended June 30, 2023, the Company recognized revenue of $2.2 million and $4.6 million, respectively, out of the beginning of the period deferred revenue balance. During the three and six months ended June 30, 2022, the Company recognized revenue of $0.8 million and $2.2 million, respectively, out of the beginning of the period deferred revenue balance. The long term performance obligations for contractually committed revenues, all of which is related to charter revenue, is recorded in Other long term liabilities as of June 30, 2023, and December 31, 2022 in the amount of $2.1 million and $1.8 million, respectively. | Deferred Revenue The Company records deferred revenue (contract liabilities) when the Company receives customer payments in advance of the performance obligations being satisfied on the Company’s contracts. The Company generally collects payments from customers in advance of services being provided. The Company recognizes the deferred revenue as revenue when it meets the applicable revenue recognition criteria, which is usually either over the contract term, or when services have been provided. Accordingly, deferred revenue is classified within current liabilities in the accompanying Consolidated Balance Sheets. During the years ended December 31, 2022 and 2021, the Company recognized revenue of $3.9 million and $2.4 million, respectively, out of the beginning of year deferred revenue balance. |
Revenue Recognition | Revenue Recognition The Company determines the amount of revenue to be recognized in accordance with ASC 606, Revenue from Contracts with Customers (1) Identification of the contract, or contracts, with a customer; (2) Identification of the performance obligations in the contract; (3) Determination of the transaction price; (4) Allocation of the transaction price to the performance obligations in the contract; and (5) Recognition of revenue when or as the Company satisfies the performance obligations. Revenues are recognized when control of the promised goods or services are transferred to a customer in an amount that reflects the consideration that the Company is entitled to in exchange for those services. The Company’s revenue is reported net of discounts and incentives. The Company generally does not issue refunds for flights unless there is a failure to meet its service obligations. Scheduled Revenue Scheduled revenue is derived from membership subscriptions, principally relating to two main categories of membership subscriptions: All-You-Can-Fly Pay-As-You-Fly AYCF membership subscriptions allow members to book scheduled flights as needed over the contract term, typically of one month. Customers benefit from the services evenly throughout the service period and the timing of when customers book flights under AYCF is not predictable. AYCF membership fees are billed to the member on a monthly basis in advance. The Company recognizes the membership subscription revenue on a month-to-month The Company also offers PAYF memberships to members. The members pay an annual membership fee, which enables the member to purchase single use vouchers for travel on Company’s scheduled routes. Vouchers are sold in a package and generally expire twelve months after the purchase date. Vouchers are nonrefundable, not exchangeable for cash and may not be used for other Company services. The Company recognizes the upfront annual membership fee as well as amounts paid by members for the purchase of vouchers based on usage or expiration, where applicable, of the vouchers. The Company has determined the PAYF membership and vouchers to represent a single performance obligation. Revenue derived from PAYF memberships and vouchers during the years ended December 31, 2022 and 2021 amounted to $2.0 million and $1.9 million, respectively. On-Demand The Company offers on-demand (“On-Demand”) and $ 6.1 0.2 0.3 Disaggregated Revenue Year Ended December 31 2022 2021 On-Demand $ 15,950 $ 6,445 Scheduled 4,324 5,353 Total revenue $ 20,274 $ 11,798 Principal vs Agent The Company utilizes FAA certified independent third-party air carriers in the performance of its charter flights on Surf A The Company acts as the principal when it controls the services by directing third-party air carriers to provide services to customers on its behalf. The Company controls the services when it is primarily responsible for fulfilment of the flight services obligation to the customer and has pricing discretion. In these arrangements, revenue recognized is the gross amount of the contract consideration paid by customers. When the Company is not primarily responsible for the fulfilment of the flight services, it acts as an agent and therefore recognized revenue is net of amounts paid to third-party air carriers and operators that provide the services. All charter revenue was recognized on a gross basis in 2022 and the majority of the charter revenue was recognized on a gross basis in 2021. Transaction Price Surf Air’s payment terms generally include advance payment requirements through the use of a credit card. The time between a customer’s payment, the receipt of funds and the satisfaction of performance obligation is not significant. The Company’s contracts with customers do not result in significant obligations associated with returns, refunds, or warranties. The Company’s fees for services are generally fixed and do not include variable consideration. | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Adopted In October 2021, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Topic (“ASU”) 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, ASU 2021-08 In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). an allowance that, when deducted from the amortized cost basis of the financial asset, presents the net amount expected to be collected on the financial asset. The CECL model is expected to result in more timely recognition of credit losses and applies to financial assets including loans, held-to-maturity off-balance available-for-sale ASU 2019-10, Financial Instruments — Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842) ASU 2016-13 In September 2022, the FASB issued ASU No. 2022-04, Liabilities — Disclosure of Supplier Finance Program Obligations ASU 2022-04 | Recent Accounting Pronouncements Adopted In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02, Leases ASU 2016-02 right-of-use The Company adopted ASU 2016-02 right-of-use In December 2019, the FASB issued “ Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”)”, ASU 2019-12 ASU 2019-12 In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, acquisition. The reduction causes the acquirer to recognize less revenue than the acquiree would have absent an acquisition. The amendments in this ASU are applied to business combinations occurring on or after the effective date of the amendments. The amendments in this ASU are effective for fiscal years beginning after December 15, 2022, including interim periods for public entities and for fiscal years beginning after December 15, 2023, including interim periods for nonpublic entities. The Company believes the adoption of this ASU will not have an impact on the Company’s consolidated financial statements. |
Concentration of Risk | Concentration of Risk The financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and accounts receivable. All of the Company’s cash deposits are held at financial institutions that management believes to be of high credit quality. The Company’s cash deposit accounts may exceed federally insured limits at times. The Company has not experienced any losses on cash deposits to date. As of December 31, 2022 and 2021, the Company’s accounts receivable balance is primarily comprised of pending transactions with credit card processors. For the years ended December 31, 2022 and 2021, no | |
Cash and Restricted Cash | Cash and Restricted Cash Cash and restricted cash consists of cash on hand held in commercial bank accounts. The Company classifies all cash with use limited by contractual provisions as restricted cash. As of December 31, 2022 and 2021 the Company had restricted cash of $0.9 million and $0.8 million, respectively, consisting of collateral against a corporate credit card. The Company has classified the restricted cash as long term, which represents the expected lapse of the restriction. | |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable primarily represents pending transactions with credit card processors. Accounts receivable is initially recorded at the original invoiced amount. A receivable is considered past due if the Company has not received payments based on agreed-upon terms. Allowances for doubtful accounts are established for the difference between the carrying amount and the estimated recoverable amount. Accounts receivable are written off when the balances are not considered to be recoverable. Write offs are recorded against previously established allowance for doubtful accounts. As of December 31, 2022 and 2021, the Company’s accounts receivable net of allowance for doubtful accounts was $0.2 million and $0.01 million, respectively. | |
Property and Equipment | Property and Equipment Property and equipment are stated at cost less accumulated depreciation. The Company capitalizes expenditures for software developed or obtained for internal use. These costs include personnel and related employee benefits expenses for employees who are directly associated with and who devote time to software development projects, and external direct costs of consultants and materials for developing the software. Software development costs that do not qualify for capitalization as well as costs related to minor upgrades and enhancements are expensed as incurred and recorded in the Consolidated Statements of Operations. Purchases of property and equipment, major additions and modifications are capitalized. Maintenance and repairs are expensed as incurred. Depreciation is calculated using the straight-line method over the estimated useful lives of the related assets, or, in the case of leasehold improvements, over the term of the lease or economic life, whichever is shorter as follows: Assets Depreciable Life Furniture and fixtures 5 years Equipment and vehicle 3 years and 5 years Internal use software 3 years Leasehold improvements Shorter of the estimated lease term or 5 years Depreciation of property and equipment is included within Depreciation and amortization on the Consolidated Statements of Operations. When assets are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any gain or loss is included in the Consolidated Statements of Operations. | |
Intangible Assets | Intangible Assets Intangible assets consist primarily of trademarks and software acquired in an asset acquisition. The Company capitalizes expenditures for major software purchases. The Company amortizes finite-lived intangible assets on a straight-line basis over their estimated u s two five | |
Business Combinations and Asset Acquisitions | Business Combinations and Asset Acquisitions The Company applies a screen test to evaluate if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets to determine whether a transaction should be accounted for as an asset acquisition or business combination. If the gross assets are not concentrated in a single asset or group of similar assets, then the Company determines if the set of assets acquired represents a business. A business is an integrated set of activities and assets capable of being conducted and managed for the purpose of providing a return. Depending on the nature of the acquisition, judgment may be required to determine if the set of assets acquired is a business combination or not. The Company accounts for business combinations under the acquisition method of accounting, which requires that the assets acquired, and the liabilities assumed be recorded at the date of acquisition at their respective fair value and that direct costs of acquisitions be expensed as they are incurred. The excess purchase price over the estimated fair values of the net assets acquired is recorded as goodwill. In an asset acquisition, goodwill is not recognized, but rather, any excess purchase consideration over the fair value of the net assets acquired is allocated on a relative fair value basis to the identifiable net assets as of the acquisition date and any direct acquisition-related transaction costs are capitalized as part of the purchase consideration. | |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Long-lived assets such as property and equipment, finite-lived intangible assets, and right of use assets are reviewed for impairment, whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. Events or changes in circumstances that may indicate that an asset is impaired include significant decreases in the market value of an asset, significant underperformance relative to expected historical or projected future results of operations, a change in the extent or manner in which an asset is utilized, significant decline in the estimated fair value of the overall Company for a sustained period, shifts in technology, loss of key management or personnel, changes in the Company’s operating model or strategy and competitive forces. During 2022 and 2021, the Company determined there were no The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted future cash flows expected to result from the use and eventual disposition of the asset. The Company performs impairment testing at the asset group level that represents the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. The amount of impairment loss, if any, is measured as the difference between the carrying value of the asset and its estimated fair value. Fair value is determined through various valuation techniques, including discounted cash flow models, quoted market values, and third-party independent appraisals, as appropriate. | |
Scheduled Revenue | Scheduled Revenue Scheduled revenue is derived from membership subscriptions, principally relating to two main categories of membership subscriptions: All-You-Can-Fly Pay-As-You-Fly AYCF membership subscriptions allow members to book scheduled flights as needed over the contract term, typically of one month. Customers benefit from the services evenly throughout the service period and the timing of when customers book flights under AYCF is not predictable. AYCF membership fees are billed to the member on a monthly basis in advance. The Company recognizes the membership subscription revenue on a month-to-month The Company also offers PAYF memberships to members. The members pay an annual membership fee, which enables the member to purchase single use vouchers for travel on Company’s scheduled routes. Vouchers are sold in a package and generally expire twelve months after the purchase date. Vouchers are nonrefundable, not exchangeable for cash and may not be used for other Company services. The Company recognizes the upfront annual membership fee as well as amounts paid by members for the purchase of vouchers based on usage or expiration, where applicable, of the vouchers. The Company has determined the PAYF membership and vouchers to represent a single performance obligation. Revenue derived from PAYF memberships and vouchers during the years ended December 31, 2022 and 2021 amounted to $2.0 million and $1.9 million, respectively. | |
On-Demand Revenues | On-Demand The Company offers on-demand (“On-Demand”) and $ 6.1 0.2 0.3 | |
Disaggregated Revenue | Disaggregated Revenue Year Ended December 31 2022 2021 On-Demand $ 15,950 $ 6,445 Scheduled 4,324 5,353 Total revenue $ 20,274 $ 11,798 | |
Principal vs Agent | Principal vs Agent The Company utilizes FAA certified independent third-party air carriers in the performance of its charter flights on Surf A The Company acts as the principal when it controls the services by directing third-party air carriers to provide services to customers on its behalf. The Company controls the services when it is primarily responsible for fulfilment of the flight services obligation to the customer and has pricing discretion. In these arrangements, revenue recognized is the gross amount of the contract consideration paid by customers. When the Company is not primarily responsible for the fulfilment of the flight services, it acts as an agent and therefore recognized revenue is net of amounts paid to third-party air carriers and operators that provide the services. All charter revenue was recognized on a gross basis in 2022 and the majority of the charter revenue was recognized on a gross basis in 2021. | |
Transaction Price | Transaction Price Surf Air’s payment terms generally include advance payment requirements through the use of a credit card. The time between a customer’s payment, the receipt of funds and the satisfaction of performance obligation is not significant. The Company’s contracts with customers do not result in significant obligations associated with returns, refunds, or warranties. The Company’s fees for services are generally fixed and do not include variable consideration. | |
Leases | Leases The Company currently leases aircraft and space in aircraft hangars, as well as its corporate headquarters facility under operating lease agreements. Aircraft lease terms approximate 3 years with no renewal periods, whereas leased facilities have lease terms ranging from month-to-month In 2021, lease expense was recognized on a straight-line basis as rent expense in the accompanying Consolidated Statements of Operations, in accordance with Accounting Standards Codification (“ASC”) 840, Leases. Leases containing tenant improvement allowances, rent holidays, and/or rent escalation clauses were recognized as deferred rent which is the difference between the amount charged to rent expense and the rent paid. Deferred rent is amortized over the noncancellable lease term. In 2022, with the adoption of ASC 842, Leases the Company analyzed contract arrangements at inception to determine the existence of a lease. Right-of-use | |
Operating Expenses | Operating Expenses Cost of Revenue Cost of revenue consists of costs that are directly related to delivering the Company’s services and certain facility costs. Delivery of the Company’s services primarily comprise fees paid to third-party air carriers for operating aircraft in providing flight services and platform infrastructure costs. Cost of revenue also includes facility costs representing leases and operating costs for stations throughout the service network and all personnel related costs for member services and ground concierge staff. Personnel related costs primarily include salary and bonus. Cost of revenue excludes depreciation on property and equipment and amortization of finite-lived intangible assets. Sales and Marketing Sales and marketing expense consists primarily of personnel related and other costs in connection with the Company’s sales and marketing efforts. Advertising costs are expensed as incurred and were not Technology and Development Technology and development expense consists of personnel and other costs related to technology development and management efforts including costs for third-party development resources, and allocations of overhead and facility costs. Technology cost also includes research and development cost associated with the Company’s hybrid electrification strategy. The Company’s technology and development efforts are focused on enhancing the ease of use and functionality of its existing software platform by adding new core functionality, services and other improvements, as well as the development of new products and services. Technology and development costs are expensed as incurred, except to the extent that such costs are associated with internal-use General and Administrative General and administrative expense consists of personnel related costs including salary, bonus, and share-based compensation for the Company’s executive, finance, facilities, and human resource teams and facility costs. General and administrative expenses also include professional fees and other corporate related expenses. General and administrative expenses exclude the depreciation on property and equipment and amortization of finite-lived intangible assets. | |
Cost of Revenue | Cost of Revenue Cost of revenue consists of costs that are directly related to delivering the Company’s services and certain facility costs. Delivery of the Company’s services primarily comprise fees paid to third-party air carriers for operating aircraft in providing flight services and platform infrastructure costs. Cost of revenue also includes facility costs representing leases and operating costs for stations throughout the service network and all personnel related costs for member services and ground concierge staff. Personnel related costs primarily include salary and bonus. Cost of revenue excludes depreciation on property and equipment and amortization of finite-lived intangible assets. | |
Sales and Marketing | Sales and Marketing Sales and marketing expense consists primarily of personnel related and other costs in connection with the Company’s sales and marketing efforts. Advertising costs are expensed as incurred and were not | |
Technology and Development | Technology and Development Technology and development expense consists of personnel and other costs related to technology development and management efforts including costs for third-party development resources, and allocations of overhead and facility costs. Technology cost also includes research and development cost associated with the Company’s hybrid electrification strategy. The Company’s technology and development efforts are focused on enhancing the ease of use and functionality of its existing software platform by adding new core functionality, services and other improvements, as well as the development of new products and services. Technology and development costs are expensed as incurred, except to the extent that such costs are associated with internal-use | |
General and Administrative | General and Administrative General and administrative expense consists of personnel related costs including salary, bonus, and share-based compensation for the Company’s executive, finance, facilities, and human resource teams and facility costs. General and administrative expenses also include professional fees and other corporate related expenses. General and administrative expenses exclude the depreciation on property and equipment and amortization of finite-lived intangible assets. | |
Share-Based Compensation | Share-Based Compensation The Company accounts for the issuance of ordinary share options, restricted share units (“RSUs”), restricted share purchase agreements (“RSPAs”), and restricted share grant agreements (“RSGAs”) in the consolidated financial statements based on the grant date fair value of the awards. Issuances of RSPAs with promissory notes are accounted for as share options and are measured based on the grant date fair value of the option. The Company estimates the fair value of the share options using the Black-Scholes option pricing model. The grant date fair value of share-based awards with service-only conditions is recognized as expense on a straight-line basis in the consolidated statement of operations over the requisite service period, which is generally the vesting period ranging from 12 to 48 months. Forfeitures are recorded as they occur. For awards with performance conditions, the Company records compensation expense on a graded-vesting basis when it is deemed probable that the performance condition will be met. For awards with market conditions, the effect of the market conditions is reflected in the fair value measurement and expense, using an option pricing model, recognized on a graded-vesting basis, is not reversed to the extent that the market condition is not achieved. Additionally, awards granted to non-employees Determining the fair value of share-based awards requires judgment. The Company’s use of option pricing models requires the input of subjective assumptions, including the fair value of the Company’s ordinary shares underlying the option award, the expected term of the option, the expected volatility of the Company’s ordinary shares, risk-free interest rates, and the expected dividend yield of the Company’s ordinary shares. The assumptions used in the Company’s option pricing model represent management’s best estimates. These estimates involve inherent uncertainties and the application of management’s judgment. If factors change and different assumptions are used the Company’s share-based compensation expense could be materially different in the future. The Company estimates volatility using the historical volatility of common share of similar entities. The expected term of options granted represents the period for which the options are expected to be outstanding and is estimated based on a midpoint between the end of the requisite service period and the contractual term of the options granted. The risk-free interest rate is derived from the U.S. Treasury yield curve in effect at the date of grant. The Company has not declared or paid dividends to date and does not anticipate declaring dividends. As such, the dividend yield has been estimated to be zero. The Company’s assumptions may change for future grants. Because there is no public market for the Company’s ordinary shares, the Board of Directors has determined the fair value of the ordinary shares by considering a number of objective and subjective factors including the results of third-party valuations, the Company’s actual operating and financial performance, market conditions and performance of comparable publicly traded companies, developments and milestones in the Company, the likelihood of achieving a liquidity event and transactions involving the Company’s preferred or common share, among other factors. The fair value was determined in accordance with applicable elements of the practice aid issued by the American Institute of Certified Public Accountants, Valuation of Privately Held Company Equity Securities Issued as Compensation | |
Warrants | Warrants The Company assesses whether the warrants are liability or equity-classified based on the terms of the warrants. If the warrants are determined to be liability-classified, then the warrants are remeasured to fair value each period with changes in fair value recorded within Changes in fair value of financial instruments carried at fair value, net on the Consolidated Statements of Operations. The Company recognizes the fair value of liability-classified warrants within Other liabilities in its Consolidated Balance Sheets. If the warrants are determined to be equity-classified, then the initial fair value is recorded in Additional paid-in The Company estimates the fair value of warrants to purchase its ordinary shares and redeemable convertible preferred shares using the Black-Scholes option pricing model. Warrants are principally issued to lenders and nonemployees, some of whom are related parties, in connection with debt and equity fundraising and debt restructuring activities. | |
Income Taxes | Income Taxes Income taxes are accounted for under the asset and liability method in accordance with U.S. GAAP. Deferred income tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statements carrying amounts of existing assets and liabilities and their respective tax bases and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The likelihood of realizing the tax benefits related to a potential deferred tax asset is evaluated, and a valuation allowance is recognized to reduce that deferred tax asset if it is more likely than not that all or some portion of the deferred tax asset will not be realized. The Company determines whether a tax position taken or expected to be taken in a tax return is to be recognized in the consolidated financial statements when it is more likely than not, based on the technical merits, that the position will be sustained upon examination. The amount recognized is subject to estimation and management judgment with respect to the likely outcome of each uncertain tax position. The amount that is ultimately sustained for an individual uncertain tax position or for all uncertain tax positions in the aggregate could differ from the amount recognized. For tax positions meeting the more likely than not threshold, the tax amount recognized in the consolidated financial statements is reduced by the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant tax authority. The Company recognizes interest and penalties accrued related to unrecognized tax benefits, if any, in its income tax provision in the accompanying Consolidated Statements of Operations. | |
Net Loss Per Share Available to Ordinary Shareholders, Basic and Diluted | Net Loss Per Share Available to Ordinary Shareholders, Basic and Diluted The Company calculates basic and diluted net loss per share attributable to ordinary shareholders using the two-class Under the two-class | |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the exchange price that would be rece i Level 1 Inputs are unadjusted, quoted prices for identical assets or liabilities in active markets at the measurement date. Level 2 Inputs other than quoted prices included in Level I, that are observable for the asset or liability, either directly or indirectly, such as quoted market prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the asset or liability. Level 3 Inputs are unobservable inputs that reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. The Company measures the fair value of certain long-lived assets including finite-lived intangible assets on a nonrecurring basis, when such assets are required to be written down to fair value if impaired. Such fair values are classified within the fair value hierarchy, as the valuations contain significant unobservable inputs, including assumptions of the present value of future cash flows, the use of these assets, as well as estimated disposition value. There were no assets measured at fair value on a recurring basis as of December 31, 2022 and 2021. The carrying amounts of certain financial assets and liabilities, including restricted cash, other current assets, accounts receivable, accounts payable, accrued expenses, and amounts due to related parties approximate fair value because of the short maturity and liquidity of those instruments. As of December 31, 2022 and 2021, the Company’s preferred share warrants are financial liabilities measured at fair value. The fair value estimate includes significant inputs not observable in the market, which represents a Level 3 measurement within the fair value hierarchy. The significant inputs used in the fair value measurement of the preferred share warrants are the estimated fair value of the Company’s redeemable convertible preferred shares and the expected share volatility. Significant increases or decreases in the estimated fair value of the Company’s redeemable convertible preferred shares would significantly impact the fair value of the warrant liability. The Company uses the Black-Scholes option valuation model, which was developed for use in estimating the fair value of options. Option valuation models require the input of highly complex and subjective variables including the expected life of options granted and the Company’s expected stock price volatility over a period equal to the expected life of the options. As of December 31, 2022 and 2021, the Company’s ordinary share warrants are equity classified and measured at fair value using the Black Scholes model on their issuance date. The fair value estimate includes significant inputs not observable in the market, which represents a Level 3 measurement within the fair value hierarchy. The significant inputs used in the fair value measurement of the ordinary share warrants are the estimated fair value of the Company’s ordinary shares and the expected share volatility. | |
SAFE and Convertible Notes at Fair Value | SAFE and Convertible Notes at Fair Value The Company’s Simple Agreements for Future Equity notes (“SAFE”) and Simple Agreement for Future Equity with Tokens (“SAFE-T”) The Company elected the fair value option for the convertible notes and SAFE financial instruments, which requires them to be remeasured to fair value each reporting period with changes in fair value recorded in Changes in fair value of financial instruments carried at fair value, net on the Consolidated Statements of Operations, except for change in the fair value that results from a change in the instrument specific credit risk which is presented separately within other comprehensive income. The fair value estimate includes significant inputs not observable in the market, which represents a Level 3 measurement within the fair value hierarchy. The decision to elect the fair value option is determined on an instrument-by-instrument The fair values of the convertible notes, preferred stock warrant liabilities, and derivative liability were based on the estimated values of the notes, warrants, and derivative upon conversion, including adjustments to the conversion rates, which were weighted probability associated with certain events, such as a sale of the Company or becoming a public company. The estimated fair values of these financial liabilities were determined utilizing the Probability-Weighted Expected Return Method and is considered a Level 3 fair value measurement. Significant unobservable inputs used in the valuation models as of December 31, 2022 and 2021 were as follows: December 31, 2022 2021 Public listing probability 50% — SPAC probability — 8% Lack of marketability 32% 32% Discount rates used in the sale scenario for debt instruments 70% 35% – 40% Discount rates used in the public listing scenario 20% – 30% — Discount rates used in the SPAC scenario — 30% Probability weighted volatility 147% 144% Assets and liabilities are classified in the hierarchy based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of the assets and liabilities being measured and their placement within the fair value hierarchy. The following tables summarize the Company’s financial liabilities that are measured at fair value on a recurring basis in the consolidated financial statements (in thousands) Fair Value Measurements at December 31, 2021 Using: Level 1 Level 2 Level 3 Total Liabilities Convertible notes at fair value — — $ 11,681 $ 11,681 Preferred shares warrant liability — — 9 9 SAFE notes at fair value — — 19 19 GEM derivative liability — — 435 435 Total financial liabilities $ — $ — $ 12,144 $ 12,144 Fair Value Measurements at December 31, 2022 Using: Level 1 Level 2 Level 3 Total Liabilities Convertible notes at fair value — — $ 29,096 $ 29,096 Preferred shares warrant liability — — 51 51 SAFE notes at fair value — — 24,714 24,714 GEM derivative liability — — 2,963 2,963 Total financial liabilities $ — $ — $ 56,824 $ 56,824 The following table provides a reconciliation of activity and changes in fair value for the Company’s convertible loans and redeemable convertible preferred stock warrant liability using inputs classified as Level 3 (in thousands) Convertible Preferred SAFE Notes GEM Balance at December 31, 2020 $ 9,074 $ 35 $ 37 $ 650 Issuance of convertible notes 2,632 — — $ — Conversion of convertible notes to preferred shares (353 ) — — — Change in fair value 328 (26 ) (18 ) (215 ) Balance at December 31, 2021 $ 11,681 $ 9 $ 19 $ 435 Issuance of convertible notes 4,190 — 11,839 — Conversion of convertible notes to preferred shares (10,257 ) — — — Conversion of PFG liability to convertible note 11,197 — — — Change in fair value 12,284 42 12,856 2,528 Balance at December 31, 2022 $ 29,095 $ 51 $ 24,714 $ 2,963 | |
Not Yet Adopted | Not Yet Adopted In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). o held-to-maturity off-balance available-for-sale ASU 2019-10, Financial Instruments — Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842) ASU 2016-13 In September 2022, the FASB issued ASU No. 2022-04, Liabilities — Disclosure of Supplier Finance Program Obligations | |
Southern Airways Corporation | ||
Interim Financial Information | Interim Financial Information The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the rules and regulations of the United States Securities and Exchange Commission (“SEC”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for annual financial statements and they should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2022, and the related notes. The information herein reflects all material adjustments (consisting of normal recurring adjustments), which are, in the opinion of management, necessary for the fair statement of the results for the periods presented. The results for the interim period are not necessarily indicative of the results to be expected for the fiscal year ending December 31, 2023. Except for the investments in unconsolidated entities policy described below, there have been no changes in the Company’s significant accounting policies during the six months ended June 30, 2023 from those disclosed in the notes to the Company’s consolidated financial statements for the year ended December 31, 2022. | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The condensed consolidated financial statements include the accounts of Southern. All intercompany balances and transactions have been eliminated in consolidation. | Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The consolidated financial statements include the accounts of Southern. All intercompany balances and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and the accompanying notes. On an ongoing basis, the Company evaluates its estimates using historical experience and other factors including the current economic and regulatory environment as well as management’s judgment. Items subject to such estimates and assumptions include: revenue recognition, certain accrued liabilities, useful lives and recoverability of long-lived assets including finite-lived intangible assets, fair value of assets acquired and liabilities assumed in acquisitions, legal contingencies, stock-based compensation, determination of the fair value of warrants to purchase the Company’s common stock, and realization of tax assets and estimates of tax liabilities. Management evaluates its assumptions and estimates on an ongoing basis and may engage outside subject matter experts to assist in the development of estimates. Such estimates often require the selection of appropriate valuation methodologies and models, and significant judgments in evaluating ranges of assumptions and financial inputs. Actual results may differ from those estimates under different assumptions, financial inputs, or circumstances. | Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and the accompanying notes. On an ongoing basis, the Company evaluates its estimates using historical experience and other factors including the current economic and regulatory environment as well as management’s judgment. Items subject to such estimates and assumptions include: revenue recognition, certain accrued liabilities, useful lives and recoverability of long-lived assets including finite-lived intangible assets, fair value of assets acquired and liabilities assumed in acquisitions, legal contingencies, stock-based compensation, determination of the fair value of warrants to purchase the Company’s common stock, and realization of tax assets and estimates of tax liabilities. Management evaluates its assumptions and estimates on an ongoing basis and may engage outside subject matter experts to assist in the development of estimates. Such estimates often require the selection of appropriate valuation methodologies and models, and significant judgments in evaluating ranges of assumptions and financial inputs. Actual results may differ from those estimates under different assumptions, financial inputs, or circumstances. |
Deferred Revenue | Deferred Revenue The Company records deferred revenue (contract liabilities) when it receives customer payments from passengers in advance of the performance obligations being satisfied on the Company’s contracts. The Company generally collects cash from customers in advance of services being provided. The Company recognizes the deferred revenue as revenue when it meets the applicable recognition criteria, which is usually at the point in time when a flight is completed or the required services have been provided. The Company generally meets performance obligations associated with all revenues deferred during the succeeding 12-month | |
Revenue Recognition | Revenue Recognition Essential Air Services and Per-Flight The Company provides scheduled passenger flight service on certain routes which is subsidized by the U.S. DOT under the EAS program. The EAS program is enacted to guarantee that small communities in the U.S. have the ability to maintain a minimum level of scheduled air services. These contracts are typically in duration of 2-4 Marianas provides inter-island scheduled and chartered air and cargo passenger service between the CNMI of Saipan, Tinian, Rota and Guam, under the Incentive Agreement. This agreement was entered into in March 2022 and has an initial term of 18-months per-flight Direct Passenger and Charter Revenue The Company earns revenue from the passenger for scheduled passenger flight service, as well as charter flights. These sales are generally paid for by credit card. The Company also earns revenue generated by third-party travel booking sites or travel agencies. Tickets are refundable within 24 hours of purchase for flights scheduled to take place more than one week out, or when flights or services are changed, interrupted, or otherwise canceled by the Company. The Company generally does not offer refunds after 24 hours of purchase. The Company recognizes revenue when it meets the applicable recognition criteria, which is at the point in time when a flight is completed or when tickets expire (generally within one year from the date of purchase). Other Revenue The Company also earns revenue from various ancillary services such as those relating to baggage fees, reservation change fees, lounge fees, and pet-travel (carry-on) Principal vs Agent The Company evaluates whether it is a principal or an agent for all services performed by assessing whether it controls the specified services before they are transferred to its customers. In transactions where the Company directs third-party air carriers to provide flights service to its customers, the Company determined it acts as the principal as it controls the services provided to the customers. In these instances, the Company is primarily responsible for fulfillment of the obligation in the contract, has the authority to direct the key components of the service on behalf of the member or customer regardless of which third-party is used. Therefore, the Company reports revenue and the associated costs on a gross basis in the Consolidated Statements of Operations. In transactions where the Company operates aircraft on behalf of a third party, the Company determined it acts as the agent as it solely carries out the services based on the direction of the third party in exchange for a fixed service fee as determined by the related services agreement. In these instances, the Company reports the service fee as fee revenue net of any operating costs incurred by the Company to perform these services. | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Adopted In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). expected to be collected on the financial asset. The CECL model is expected to result in more timely recognition of credit losses and applies to financial assets including loans, held-to-maturity off-balance available-for-sale ASU 2018-19, Codification Improvements to ASC 326, Financial Instruments — Credit Losses non-public In September 2022, the FASB issued ASU 2022-04, Liabilities — Disclosure of Supplier Finance Program Obligations | Recent Accounting Pronouncements Adopted In October 2021, the Financial Accounting Standards Board (“FASB”) issued ASU 2021-08, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers ASU 2019-12, Income Taxes, Simplifying the Accounting for Income Taxes In February 2016, the FASB issued ASU 2016-02, Leases (ASC 842) ASU 2016-02 right-of-use ASU 2016-02 Related to the adoption of ASC 842, for existing leases and leases executed subsequent to the adoption of ASC 842 our policy elections are as follows: Separation of lease and non-lease non-lease Short-term policy: Our practical expedients utilized as part of the adoption of ASC 842 were as follows: Practical expedient package a) The Company has not reassessed whether any expired or existing contracts are, or contain, leases. b) The Company has not reassessed the lease classification for any expired or existing leases. c) The Company has not reassessed initial direct costs for any expired or existing leases. Hindsight practical expedient The Company has not elected the hindsight practical expedient, which permits the use of hindsight when determining lease term and impairment of operating lease assets. The impact of the adoption of ASC 842 on the consolidated balance sheet as of January 1, 2022 is as follows: December 31, Adjustments January 1, ASSETS Cash $ 5,710 $ — $ 5,710 Accounts receivable, net 3,174 — 3,174 Prepaid expenses and other current assets 2,509 — 2,509 Total current assets 11,393 — 11,393 Property and equipment, net 14,295 (2,054 ) 12,241 Operating right-of-use — 11,174 11,174 Finance right-of-use — 2,054 2,054 Other assets 3,091 — 3,091 Total assets $ 28,779 $ 11,174 $ 39,953 LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED SHARES AND STOCKHOLDERS’ EQUITY (DEFICIT) Current liabilities Accounts payable $ 1,754 $ — $ 1,754 Accrued salaries, wages and benefits 1,936 — 1,936 Deferred revenue 4,513 — 4,513 Current maturities of long-term debt 497 — 497 Current maturities of capital lease liabilities 129 (129 ) — Operating lease liabilities — 1,635 1,635 Finance lease liabilities — 129 129 Current portion due to related parties 1,016 1,819 2,835 Other current liabilities 2,072 (9 ) 2,063 Total current liabilities 11,917 3,445 15,362 Noncurrent liabilities Long-term debt, net of current maturities 3,468 — 3,468 Long-term capital lease obligations, net of current maturities 1,974 (1,974 ) — Long-term operating lease liabilities — 3,086 3,086 Long-term finance lease liabilities — 1,974 1,974 Due to related parties, net of current portion 4,689 4,657 9,346 Other liabilities 747 (14 ) 733 Total noncurrent liabilities 10,878 7,729 18,607 Total liabilities $ 22,795 $ 11,174 $ 33,969 Commitments and contingencies (Note 19) Redeemable convertible preferred shares Redeemable convertible preferred shares $ 3,624 $ — $ 3,624 Stockholders’ equity Common stock $ — $ — $ — Additional paid-in 8,468 — 8,468 Accumulated deficit (6,108 ) — (6,108 ) Total stockholders’ equity 2,360 — 2,360 Total liabilities, redeemable convertible preferred shares and stockholders’ equity $ 28,779 $ 11,174 $ 39,953 In November 2021, the FASB issued ASU 2021-10, Government Assistance Not Yet Adopted In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). held-to-maturity off-balance available-for-sale ASU 2018-19, Codification Improvements to ASC 326, Financial Instruments — Credit Losses non-public In September 2022, the FASB issued ASU 2022-04, Liabilities — Disclosure of Supplier Finance Program Obligations ASU 2022-04 |
Concentration of Risk | Concentration of Risk The financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and accounts receivable. All of the Company’s cash deposits are held at financial institutions that management believes to be of high credit quality. The Company’s cash deposit accounts may exceed federally insured limits at times. The Company has not experienced any losses on cash deposits to date. As of June 30, 2023, and December 31, 2022, approximately 86% and 75%, respectively, of the Company’s accounts receivable balance is due from the U.S. DOT, in relation to certain air routes served by the Company under the U.S. DOT’s EAS program. | Concentration of Risk The financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and accounts receivable. All of the Company’s cash deposits are held at financial institutions that management believes to be of high credit quality. The Company’s cash deposit accounts may exceed federally insured limits at times. The Company has not experienced any losses on cash deposits to date. As of December 31, 2022 and December 31, 2021, approximately 75% and 70%, respectively, of the Company’s accounts receivable balance is due from the U.S. DOT, in relation to certain air routes served by the Company under the U.S. DOT’s EAS program. |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable, net Accounts receivable primarily consist of amounts due from the U.S. DOT in relation to certain air routes served by the Company under the EAS program and amounts due from airline and non-airline | |
Property and Equipment | Property and Equipment, net Property and equipment are stated at cost less accumulated depreciation. Expenditures for major additions, renewals, and modifications are capitalized, while minor replacements, maintenance, and repairs, which do not extend the asset’s life, are expensed as incurred. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets, or in the case of leasehold improvements, over the term of the lease or economic life, whichever is shorter as follows: Assets Depreciable Life Aircraft up to 20 years Rotable spares 7 years Aircraft engines 3 to 8 years Office equipment, vehicles, and other 5 years Ground equipment 7 years Furniture and fixtures 7 years Leasehold improvements shorter of estimated lease term or 7 years Depreciation of property and equipment is included within depreciation and amortization on the Consolidated Statements of Operations. When assets are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any gain or loss is included in the Consolidated Statements of Operations. | |
Intangible Assets | Intangible Assets, net The Company’s intangible assets consist of a trade name resulting from an acquisition in 2019, and a noncompete agreement executed as part of the Makani Kai transaction in 2020. The Company amortizes its trade name and noncompete intangible assets on a straight-line basis over their estimated useful lives of four years and one year, respectively. The straight-line recognition method approximates the manner in which the expected benefits will be derived. | |
Business Combinations and Asset Acquisitions | Acquisitions The Company applies a screen test to evaluate if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets to determine whether a transaction should be accounted for as an asset acquisition or business combination. If the gross assets are not concentrated in a single asset or group of similar assets, then the Company determines if the set of assets acquired represents a business. A business is an integrated set of activities and assets capable of being conducted and managed for the purpose of providing a return. Depending on the nature of the acquisition, judgment may be required to determine if the set of assets acquired is a business combination or not. The Company accounts for business combinations under the acquisition method of accounting, which requires that the assets acquired, and the liabilities assumed be recorded at the date of acquisition at their respective fair value and that costs of acquisitions be expensed as they are incurred. The excess purchase price over the estimated fair values of the net assets acquired is recorded as goodwill. In an asset acquisition, goodwill is not recognized, but rather, any excess purchase consideration over the fair value of the net assets acquired is allocated on a relative fair value basis to the identifiable net assets as of the acquisition date. Any acquisition costs are capitalized as part of the purchase consideration. | |
Impairment of Long-Lived Assets | Impairment of Long-lived Assets Long-lived assets such as property and equipment and finite-lived intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. Events or changes in circumstances that may indicate that an asset is impaired include significant decreases in the market value of an asset, significant underperformance relative to expected historical or projected future results of operations, a change in the extent or manner in which an asset is utilized, significant decline in the estimated fair value of the overall Company for a sustained period, shifts in technology, loss of key management or personnel, changes in the Company’s operating model or strategy and competitive forces. The carrying amount of a long-lived asset may not be recoverable if it exceeds the sum of the undiscounted future cash flows expected to result from the use and eventual disposition of the asset. The Company performs impairment testing at the asset group level that represents the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. The amount of impairment loss, if any, is measured as the difference between the carrying value of the asset and its estimated fair value. Fair value is determined through various valuation techniques, including discounted cash flow models, quoted market values, and third-party independent appraisals, as appropriate. For the years ended December 31, 2022 and 2021, no impairment charge has been recorded. | |
Leases | Leases The Company leases aircraft, airport passenger terminal space, portions of and full aircraft hangars and other airport facilities, other commercial real estate and office space. The Company accounted for its leases under Accounting Standards Codification (“ASC”) Topic 840 prior to its adoption of ASC Topic 842 effective January 1, 2022. Operating Leases Under ASC 840 The Company performs an assessment on all leases at inception to determine the proper classification in accordance with ASC 840. Lease expense is recognized on a straight-line basis as rent expense in the accompanying Consolidated Statement of Operations. Leases containing tenant improvement allowances, rent holidays, and/or rent escalation clauses are recognized as deferred rent, which is the difference between the amount charged to rent expense and the rent paid. Deferred rent is amortized over the non-cancellable Capital Leases Under ASC 840 The Company measures a capital lease asset and capital lease obligation initially at an amount equal to the present value at the beginning of the lease term of minimum lease payments during the lease term, excluding that portion of the payments representing executory costs (such as insurance, maintenance, and taxes to be paid by the lessor) including any profit thereon, with the corresponding obligation recorded within the liabilities section of the balance sheet. During the lease term, each minimum lease payment is allocated by the lessee between a reduction of the obligation and interest expense to produce a constant periodic rate of interest on the remaining balance of the obligation (the interest method). Capital lease assets are depreciated in accordance with the Company’s property and equipment policy and the corresponding lease obligations are reduced as lease payments are made. Operating Leases Under ASC 842 Operating lease right-of-use right-of-use right-of-use Finance Leases Under ASC 842 The Company measures finance lease right-of-use right-of-use | |
Operating Expenses | Operating Expenses Maintenance, Materials and Repairs Maintenance, materials, and repairs expense consists primarily of engine overhauls, mandatory periodic inspections, routine and non-routine The Company uses the direct expense method of accounting for its aircraft engine overhauls, wherein the associated expense is recorded when the overhaul event occurs. Under the direct expense method, all maintenance costs are expensed in the period incurred. As maintenance activities do not represent separately identifiable assets, property units, or enhancements, rather the maintenance activities performed only restore assets to their original operating condition. The Company capitalizes the cost of aircraft engine rebuilds and depreciates them over their useful lives. The costs of maintenance for airframe and avionics components, landing gear and other recurring maintenance are expensed as incurred. Aircraft Fuel Aircraft fuel expense consists of aircraft jet fuel usage expense, along with certain “into-plane” service expenses, which are costs related to loading the fuel into the planes. Airport-related Expenses Airport-related expenses consist of aircraft landing fees, hangar rental expense, aircraft parking fees, terminal rent expense, as well as other airport-related charges. Aircraft Rent The Company accounts for certain of its aircraft leases as operating leases, which results in the recording of the associated lease payments as operating expenses over the term of the related leases on a straight-line basis. Aircraft rent also includes engine reserves paid to lessors in advance of the performance of major maintenance activities, which are recorded as additional rent expense or engine utilization fees. Maintenance costs under these contracts are recognized when the engine hours are flown pursuant to the negotiated terms of each contract. These costs are recorded as part of aircraft rent on the Consolidated Statement of Operations. Salaries, Wages, and Benefits Salaries, wages, and benefits consist of all payroll-related costs relating to the Company’s employees. CARES Act The “CARES Act” represents the reduction of qualified payroll and benefit expenses from proceeds received by the Company from Payroll Support Program (“PSP”) grants and Paycheck Protection Plan (“PPP”) loans under the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”). During 2021, the Company entered into agreements with the U.S. DOT to receive emergency support via monetary grants through the PSP as well as borrowed monies under the government assisted PPP. The Company used proceeds from both the PSP and PPP to make payroll and payroll-related payments to retain employees at the Company during the qualifying period. When received, the proceeds under both the PSP and PPP were recorded as a deferred liability and was subsequently derecognized on a systematic basis over the periods in which the Company paid the qualifying salaries, wages and benefits the PSP grant and PPP loan were intended to offset. The amount of the PPP loan proceeds recorded in the Consolidated Statement of Operations was based on the amount of the PPP loan that was expected to be forgiven (See Note 11, The CARES Act Other Operating Expenses Other operating expenses consist primarily of charges relating to the operation of the Company’s non-wage non-aircraft | |
Share-Based Compensation | Share-Based Compensation The Company’s share-based compensation arrangements consist of common stock granted in exchange for goods or services. The issuance of its common stock for such compensatory arrangements is accounted for in the consolidated financial statements based on the grant date fair value of the common stock. The grant-date fair value of share-based awards is recognized as expense in the Consolidated Statement of Operations over the requisite service period, if any. Historically, the Company has granted share-based awards with no vesting conditions. Additionally, awards granted to nonemployees are accounted for using their grant date fair value and are accounted for in the same manner as awards granted to employees. Because there is no public market for the Company’s common stock, the Board of Directors determines the fair value of the common stock by considering a number of objective and subjective factors including the results of third-party valuations, the Company’s actual operating and financial performance, market conditions, and developments and milestones in the Company, among other factors. | |
Warrants | Warrants The Company accounts for warrants issued to purchase its common stock at the fair value of the awards upon issuance using option pricing models. Warrants are principally issued to certain non-employees paid-in | |
Income Taxes | Income Taxes Income taxes are accounted for under the asset and liability method in accordance with U.S. GAAP. Deferred income tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statements carrying amounts of existing assets and liabilities and their respective tax bases and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The likelihood of realizing the tax benefits related to a potential deferred tax asset is evaluated, and a valuation allowance is recognized to reduce that deferred tax asset if it is more likely than not that all or some portion of the deferred tax asset will not be realized. Deferred tax assets and liabilities are calculated at the beginning and end of the period. The change in the sum of the deferred tax asset, valuation allowance and deferred tax liability during the period generally is recognized as a deferred tax expense or benefit. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. The Company determines whether a tax position taken or expected to be taken in a tax return is to be recognized in the consolidated financial statements when it is more likely than not, based on the technical merits, that the position will be sustained upon examination. The amount recognized is subject to estimation and management judgment with respect to the likely outcome of each uncertain tax position. The amount that is ultimately sustained for an individual uncertain tax position or for all uncertain tax positions in the aggregate could differ from the amount recognized. For tax positions meeting the more likely than not threshold, the tax amount recognized in the consolidated financial statements is reduced by the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant tax authority. The Company recognizes interest and penalties accrued related to unrecognized tax benefits, if any, in its income tax expense in the accompanying Consolidated Statement of Operations. Management does not believe it is reasonably possible that the Company’s unrecognized tax benefits will significantly change within the next twelve months. | |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the exchange price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Inputs used to measure fair value are classified in the following hierarchy: Level 1 Inputs are unadjusted, quoted prices for identical assets or liabilities in active markets at the measurement date. Level 2 Inputs other than quoted prices included in Level I, that are observable for the asset or liability, either directly or indirectly, such as quoted market prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the asset or liability. Level 3 Inputs are unobservable inputs that reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Assets and liabilities are classified in the hierarchy based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of the assets and liabilities being measured and their placement within the fair value hierarchy. The Company measures the fair value of certain long-lived assets including finite-lived intangible assets on a nonrecurring basis, when such assets are required to be written down to fair value if impaired. Such fair values are classified within Level 3 of the fair value hierarchy, as the valuations contain significant unobservable inputs, including assumptions of the present value of future cash flows, the use of these assets, as well as estimated disposition value. There were no assets measured at fair value on a recurring basis as of December 31, 2022 and 2021. The carrying amounts of certain financial assets and liabilities, including cash, accounts receivable, other current assets, accounts payable, and accrued expenses approximate fair value because of the short maturity and liquidity of those instruments. The Company’s long-term debt represents term debt. The carrying value of the Company’s long-term debt approximates fair value, which is estimated based on borrowing rates currently available to the Company for financing with similar terms and were determined to be Level 2 fair value measurements. | |
Impact of COVID19 Policy | Impact of COVID-19 COVID-19, COVID-19, COVID-19 The Company could experience continued fluctuations in demand, increased operating costs, delayed purchases of aircraft, disruptions to other elements of Company’s supply chain, and the implementation or reinstatement of government restrictions, among other negative effects. As such, the extent to which global events and market impacts will affect our financial condition, liquidity, and future results of operations is uncertain. The Company has seen partial recovery in demand during 2021 and impact in 2022 was minimal. | |
Cash | Cash Cash consists of cash on deposit with financial institutions. There were no cash equivalents as of December 31, 2022 or 2021. | |
Accounts Receivable, net | Accounts Receivable, net Accounts and other receivable are carried at cost. The accounts receivable balance at December 31, 2022 and 2021 primarily consist of amounts due from the U.S. DOT, in relation to certain air routes served by the Company under the EAS program. The Company evaluates its receivables periodically for collectability on an individual customer level and establishes an allowance for doubtful accounts based on the expected uncollectible receivables. In determining the allowance for doubtful accounts, the Company analyzes the aging of accounts receivable, historical bad debts, customer credit worthiness, current economic trends, and any specific customer collection issues identified. Additions to the allowance are charged to other operating expenses. Accounts receivables are written off against the allowance when an account balance is deemed uncollectible. At December 31, 2022 and 2021 the allowance for doubtful accounts was not material. The Company has a revolving accounts receivable financing arrangement that allows the Company to borrow up to 90% of eligible accounts receivable, as defined, up to a maximum unsettled amount of $2 million. The financing arrangement is uncommitted, and upon funding does not qualify for sale accounting as the Company does not relinquish control of the receivables based on, among other things, the nature and extent of the Company’s continuing involvement. Accordingly, the accounts receivable remain on the Company’s balance sheet until paid by the customer and cash proceeds from the financing arrangement are recorded as collateralized borrowing in other current liabilities on the Consolidated Balance Sheets, with attributable interest expense recognized over the life of the related transactions. Interest expense and contractual fees associated with the collateralized borrowings are included in interest expense and other income, net, respectively, in the accompanying Consolidated Statements of Operations. | |
Goodwill | Goodwill The Company’s goodwill results from the business combination with Multi-Aero, Inc. dba Air Choice One (“MUA” or “Air Choice One”) and represents the difference between the purchase price and the fair value of net assets acquired. Goodwill may be adjusted within one year from the acquisition date in the event new information is obtained which, if known at the date of the acquisition would have impacted the fair value of the acquired assets and liabilities. Goodwill is considered to have an indefinite useful life and is not amortized, but rather tested for impairment annually in the fourth quarter, or more often if circumstances arise that may indicate risk of impairment. If impaired, goodwill is written down with a corresponding impact to other expense. | |
Variable Interest Entities | Variable Interest Entities Authoritative guidance regarding consolidation of variable interest entities (“VIE”) defines a VIE as a legal entity whose equity owners do not have sufficient equity at risk, or as a group, the holders of the equity investment at risk lack any of the following three characteristics: decision-making rights, the obligation to absorb losses, or the right to receive the expected residual returns of the entity. Under the variable interest model, the primary beneficiary is identified as the variable interest holder that has both the power to direct the activities of the VIE that most significantly impact the entity’s economic performance and the obligation to absorb losses or the right to receive benefits from the entity that could potentially be significant to the VIE. The primary beneficiary is required to consolidate the VIE unless specific exceptions or exclusions are met. Commercial and operating activities are generally the factors that most significantly impact the economic performance of the VIE. Such activities include flight operations, aircraft storage and maintenance, fuel procurement, dispatch and compliance with regulatory and contractual requirements. | |
Deferred incentive income | Deferred Incentive Income Marianas provides inter-island scheduled and chartered air and cargo passenger service between the CNMI of Saipan, Tinian, Rota and Guam, under an incentive framework agreement with the CNMI government. This agreement includes $1.5 million in American Rescue Plan Act (ARPA)-sourced funding to cover the acquisition or mobilization of aircraft, fuel, and equipment; staffing; flight crews; training; travel costs; consultants; real estate and other costs. When this funding was received, it was recorded as deferred income liability and is subsequently recognized as income ratably over the life of the agreement. The incentive income is included in Other Income, net in the Consolidated Statement of Operations. | |
Investments in Unconsolidated Entities | Investments in Unconsolidated Entities The Company accounts for the investments in its unconsolidated entities under the equity method. The Company’s share of earnings (losses) in the unconsolidated entities is included in equity in earnings of equity method investees and equity in earnings (losses) of non-economic non-economic | |
Revision to previously issued financial statements | Revision to previously issued financial statements The Company collects deposits from certain corporate customers that can be used in the future for the purchase of passenger tickets. These credits do not have an expiration date. During the quarter ended March 31, 2023, the Company identified an error in the accounting for customer deposits, resulting in an overstatement of revenues for the three and six months ended June 30, 2022 and an understatement of the associated deferred revenue balance at December 31, 2022 and including opening retained earnings as of January 1, 2021 related to errors in periods prior to 2021. The Company revised its consolidated balance sheet as of December 31, 2022 and the consolidated statements of operations, changes in redeemable convertible preferred shares and stockholders’ equity (deficit), and cash flows for the three and six months ended June 30, 2022, as well as related footnote disclosures to correct this error. The following table presents the effects of the revision on the Company’s previously reported consolidated statement of operations for the six months ended June 30, 2022 (in thousands): As Previously Adjustment As Revised Revenues $ 36,521 $ (166 ) $ 36,355 Operating loss (1,631 ) (166 ) (1,797 ) Loss before income taxes (2,165 ) (166 ) (2,331 ) Net loss including noncontrolling interest (2,171 ) (166 ) (2,337 ) Net loss attributable to common shareholders (2,171 ) (166 ) (2,337 ) The adjustment related to the consolidated statement of operations for the three months ended June 30, 2022 was immaterial. The following table presents the effect of the revision on the Company’s consolidated balance sheet as of December 31, 2022 (in thousands): As Previously Adjustment As Revised Deferred revenue $ 5,404 $ 856 $ 6,260 Current liabilities 26,654 856 27,510 Total liabilities 65,133 856 65,989 Accumulated deficit (9,723 ) (856 ) (10,579 ) Total stockholders’ deficit (542 ) (856 ) 1,398 The following table presents the effect of the revision on the Company’s consolidated statement of cash flows for the six months ended June 30, 2022 (in thousands): As Previously Adjustment As Revised Net loss including noncontrolling interests $ (2,171 ) $ (166 ) $ (2,337 ) Deferred revenue 1,913 166 2,079 Cash flows from operating activities 427 — 427 The error corrections as of December 31, 2021 also contain a $0.5 million adjustment to opening accumulated deficit. |
Description of Business (Tables
Description of Business (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Southern Airways Corporation | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |
Schedule of Error Corrections and Prior Period Adjustments | The following table presents the effects of the revision on the Company’s previously reported consolidated statement of operations for the year ended December 31, 2022 ( in thousands As Previously Adjustment As Revised Revenues $ 80,963 $ (247 ) $ 80,716 Operating loss (3,765 ) (247 ) (4,012 ) Loss before income taxes (5,310 ) (247 ) (5,557 ) Net loss including noncontrolling interest (4,901 ) (247 ) (5,148 ) Net loss attributable to common shareholders (4,224 ) (247 ) (4,471 ) The following table presents the effect of the revision on the Company’s consolidated balance sheet as of December 31, 2022 ( in thousands As Previously Adjustment As Revised Deferred Revenue $ 5,404 $ 856 $ 6,260 Current liabilities 26,654 856 27,510 Total liabilities 65,133 856 65,989 Accumulated deficit (9,723 ) (856 ) (10,579 ) Total stockholders’ deficit (542 ) (856 ) (1,398 ) The following table presents the effect of the revision on the Company’s consolidated statement of cash flows for the year ended December 31, 2022 ( in thousands As Previously Adjustment As Revised Net income (loss) including noncontrolling interests $ (4,901 ) $ (247 ) $ (5,148 ) Deferred Revenue 1,372 247 1,619 Cash Flows from operating activities 1,789 — 1,789 The following table presents the effects of the revision adjustments on the Company’s previously reported consolidated statement of operations for the year ended December 31, 2021 ( in thousands As Previously Adjustment As Revised Revenues $ 57,794 $ (115 ) $ 57,679 Operating income (loss) 11,875 (115 ) 11,760 Income before income taxes 11,215 (115 ) 11,100 Net income including noncontrolling interest 10,775 (115 ) 10,660 Net income attributable to common shareholders 10,775 (115 ) 10,660 The following table presents the effect of the revision on the Company’s consolidated balance sheet as of December 31, 2021 ( in thousands As Previously Adjustment As Revised Deferred Revenue $ 3,904 $ 609 $ 4,513 Current liabilities 11,308 609 11,917 Total liabilities 22,186 609 22,795 Accumulated deficit (5,499 ) (609 ) (6,108 ) Total stockholders’ equity 2,969 (609 ) 2,360 The following table presents the effect of the revision on the Company’s consolidated statement of in thousands As Previously Adjustment As Revised Net income (loss) including noncontrolling interests $ 10,775 $ (115 ) $ 10,660 Deferred Revenue 1,777 115 1,892 Cash Flows from operating activities 11,025 — 11,025 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Schedule of Estimated Useful Lives of Property and Equipment | Assets Depreciable Life Furniture and fixtures 5 years Equipment and vehicle 3 years and 5 years Internal use software 3 years Leasehold improvements Shorter of the estimated lease term or 5 years | |
Summary of Disaggregated Revenue | The disaggregated revenue for the three and six months ended June 30, 2023 and 2022 were as follows (in thousands) Three Months Six Months Ended 2023 2022 2023 2022 On-Demand $ 5,147 $ 3,270 $ 9,822 $ 6,827 Scheduled 1,048 1,208 1,880 2,469 Total revenue $ 6,195 $ 4,478 $ 11,702 $ 9,296 | Year Ended December 31 2022 2021 On-Demand $ 15,950 $ 6,445 Scheduled 4,324 5,353 Total revenue $ 20,274 $ 11,798 |
Schedule of Significant Unobservable Inputs Used in Valuation Models | Significant unobservable inputs used in the valuation models as of June 30, 2023 and December 31, 2022 were as follows: June 30, December 31, Public listing probability 90 % 50 % Lack of marketability 32 % 32 % Discount rates used in the sale scenario for debt instruments 0 % 70 % Discount rates used in the public listing scenario 20% % 20% – % Probability weighted volatility 76 % 147 % | Significant unobservable inputs used in the valuation models as of December 31, 2022 and 2021 were as follows: December 31, 2022 2021 Public listing probability 50% — SPAC probability — 8% Lack of marketability 32% 32% Discount rates used in the sale scenario for debt instruments 70% 35% – 40% Discount rates used in the public listing scenario 20% – 30% — Discount rates used in the SPAC scenario — 30% Probability weighted volatility 147% 144% |
Summary of Company's Financial Liabilities Measured at Fair Value on Recurring Basis | The following tables summarize the Company’s financial liabilities that are measured at fair value on a recurring basis in the condensed consolidated financial statements (in thousands) Fair Value Measurements at June 30, 2023 Using: Level 1 Level 2 Level 3 Total Liabilities: Convertible notes at fair value — — $ 35,106 $ 35,106 Preferred shares warrant liability — — 11 11 SAFE notes at fair value — — 56,845 56,845 GEM derivative liability — — 11,397 11,397 Total financial liabilities $ — $ — $ 103,359 $ 103,359 Fair Value Measurements at December 31, Level 1 Level 2 Level 3 Total Liabilities: Convertible notes at fair value — — $ 29,096 $ 29,096 Preferred shares warrant liability — — 51 51 SAFE notes at fair value — — 24,714 24,714 GEM derivative liability — — 2,963 2,963 Total financial liabilities $ — $ — $ 56,824 $ 56,824 | The following tables summarize the Company’s financial liabilities that are measured at fair value on a recurring basis in the consolidated financial statements (in thousands) Fair Value Measurements at December 31, 2021 Using: Level 1 Level 2 Level 3 Total Liabilities Convertible notes at fair value — — $ 11,681 $ 11,681 Preferred shares warrant liability — — 9 9 SAFE notes at fair value — — 19 19 GEM derivative liability — — 435 435 Total financial liabilities $ — $ — $ 12,144 $ 12,144 Fair Value Measurements at December 31, 2022 Using: Level 1 Level 2 Level 3 Total Liabilities Convertible notes at fair value — — $ 29,096 $ 29,096 Preferred shares warrant liability — — 51 51 SAFE notes at fair value — — 24,714 24,714 GEM derivative liability — — 2,963 2,963 Total financial liabilities $ — $ — $ 56,824 $ 56,824 |
Schedule of Reconciliation of Activity and Changes in Fair Value for Company's Convertible Loans and Redeemable Convertible Preferred Stock Warrant Liability | The following table provides a reconciliation of activity and changes in fair value for the Company’s convertible loans and redeemable convertible preferred stock warrant liability using inputs classified as Level 3 (in thousands) Convertible Preferred SAFE GEM Balance at December 31, 2021 $ 11,681 $ 9 $ 19 $ 435 Issuance of convertible notes 4,191 — 11,839 — Conversion of convertible notes to preferred shares (10,257 ) — — — Conversion of PFG liability to convertible note 11,197 — — — Change in fair value 12,284 42 12,856 2,528 Balance at December 31, 2022 $ 29,096 $ 51 $ 24,714 $ 2,963 Issuance of SAFE notes — — 3,716 — Conversion of related party notes to SAFE — — 4,354 — Payments of borrowings on convertible notes (35 ) — — — Change in fair value 6,045 (40 ) 24,061 8,434 Balance at June 30, 2023 $ 35,106 $ 11 $ 56,845 $ 11,397 | The following table provides a reconciliation of activity and changes in fair value for the Company’s convertible loans and redeemable convertible preferred stock warrant liability using inputs classified as Level 3 (in thousands) Convertible Preferred SAFE Notes GEM Balance at December 31, 2020 $ 9,074 $ 35 $ 37 $ 650 Issuance of convertible notes 2,632 — — $ — Conversion of convertible notes to preferred shares (353 ) — — — Change in fair value 328 (26 ) (18 ) (215 ) Balance at December 31, 2021 $ 11,681 $ 9 $ 19 $ 435 Issuance of convertible notes 4,190 — 11,839 — Conversion of convertible notes to preferred shares (10,257 ) — — — Conversion of PFG liability to convertible note 11,197 — — — Change in fair value 12,284 42 12,856 2,528 Balance at December 31, 2022 $ 29,095 $ 51 $ 24,714 $ 2,963 |
Southern Airways Corporation | ||
Summary of Disaggregated Revenue | The Company generates revenue from the following principal sources ( in thousands Three Months Ended Six Months Ended 2023 2022 2023 2022 Passenger revenue $ 9,027 $ 9,811 $ 18,770 $ 17,590 EAS and other subsidy revenue 11,232 7,873 21,495 14,732 Charter revenue 1,171 885 2,717 2,034 Other revenue 957 1,067 2,079 2,001 Total revenue $ 22,387 $ 19,636 $ 45,061 $ 36,357 | The Company generates revenue from the following principal sources: Year Ended 2022 2021 Passenger revenue $ 38,959 $ 25,738 EAS and other subsidy revenue 32,525 25,597 Charter revenue 5,043 3,101 Other revenue 4,189 3,243 Total revenue $ 80,716 $ 57,679 |
Schedule of Estimated Useful Lifes of Property, Plant and Equipment | Depreciation is computed using the straight-line method over the estimated useful lives of the related assets, or in the case of leasehold improvements, over the term of the lease or economic life, whichever is shorter as follows: Assets Depreciable Life Aircraft up to 20 years Rotable spares 7 years Aircraft engines 3 to 8 years Office equipment, vehicles, and other 5 years Ground equipment 7 years Furniture and fixtures 7 years Leasehold improvements shorter of estimated lease term or 7 years | |
Summary of Accounting Standards Update and Change in Accounting Principle | The impact of the adoption of ASC 842 on the consolidated balance sheet as of January 1, 2022 is as follows: December 31, Adjustments January 1, ASSETS Cash $ 5,710 $ — $ 5,710 Accounts receivable, net 3,174 — 3,174 Prepaid expenses and other current assets 2,509 — 2,509 Total current assets 11,393 — 11,393 Property and equipment, net 14,295 (2,054 ) 12,241 Operating right-of-use — 11,174 11,174 Finance right-of-use — 2,054 2,054 Other assets 3,091 — 3,091 Total assets $ 28,779 $ 11,174 $ 39,953 LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED SHARES AND STOCKHOLDERS’ EQUITY (DEFICIT) Current liabilities Accounts payable $ 1,754 $ — $ 1,754 Accrued salaries, wages and benefits 1,936 — 1,936 Deferred revenue 4,513 — 4,513 Current maturities of long-term debt 497 — 497 Current maturities of capital lease liabilities 129 (129 ) — Operating lease liabilities — 1,635 1,635 Finance lease liabilities — 129 129 Current portion due to related parties 1,016 1,819 2,835 Other current liabilities 2,072 (9 ) 2,063 Total current liabilities 11,917 3,445 15,362 Noncurrent liabilities Long-term debt, net of current maturities 3,468 — 3,468 Long-term capital lease obligations, net of current maturities 1,974 (1,974 ) — Long-term operating lease liabilities — 3,086 3,086 Long-term finance lease liabilities — 1,974 1,974 Due to related parties, net of current portion 4,689 4,657 9,346 Other liabilities 747 (14 ) 733 Total noncurrent liabilities 10,878 7,729 18,607 Total liabilities $ 22,795 $ 11,174 $ 33,969 Commitments and contingencies (Note 19) Redeemable convertible preferred shares Redeemable convertible preferred shares $ 3,624 $ — $ 3,624 Stockholders’ equity Common stock $ — $ — $ — Additional paid-in 8,468 — 8,468 Accumulated deficit (6,108 ) — (6,108 ) Total stockholders’ equity 2,360 — 2,360 Total liabilities, redeemable convertible preferred shares and stockholders’ equity $ 28,779 $ 11,174 $ 39,953 | |
Schedule of Revision on Company Previously Reported | The following table presents the effects of the revision on the Company’s previously reported consolidated statement of operations for the six months ended June 30, 2022 (in thousands): As Previously Adjustment As Revised Revenues $ 36,521 $ (166 ) $ 36,355 Operating loss (1,631 ) (166 ) (1,797 ) Loss before income taxes (2,165 ) (166 ) (2,331 ) Net loss including noncontrolling interest (2,171 ) (166 ) (2,337 ) Net loss attributable to common shareholders (2,171 ) (166 ) (2,337 ) The adjustment related to the consolidated statement of operations for the three months ended June 30, 2022 was immaterial. The following table presents the effect of the revision on the Company’s consolidated balance sheet as of December 31, 2022 (in thousands): As Previously Adjustment As Revised Deferred revenue $ 5,404 $ 856 $ 6,260 Current liabilities 26,654 856 27,510 Total liabilities 65,133 856 65,989 Accumulated deficit (9,723 ) (856 ) (10,579 ) Total stockholders’ deficit (542 ) (856 ) 1,398 The following table presents the effect of the revision on the Company’s consolidated statement of cash flows for the six months ended June 30, 2022 (in thousands): As Previously Adjustment As Revised Net loss including noncontrolling interests $ (2,171 ) $ (166 ) $ (2,337 ) Deferred revenue 1,913 166 2,079 Cash flows from operating activities 427 — 427 The error corrections as of December 31, 2021 also contain a $0.5 million adjustment to opening accumulated deficit. |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Payables and Accruals [Abstract] | ||
Summary of Accrued Expenses | As of June 30, 2023 and December 31, 2022, accrued expenses consisted of the following (in thousands) June 30, December 31, Accrued compensation and benefits $ 1,666 $ 1,486 Excise and property taxes payables 6,701 6,446 Interest and commitment fee payable 393 64 Reserve for settlement for non-accredited 185 282 Accrued Monarch legal settlement 1,314 1,314 Accrued professional services 4,121 3,555 Other accrued liabilities 921 1,593 Total accrued expenses $ 15,301 $ 14,740 | At December 31, 2022 and 2021, accrued expenses consisted of the following ( in thousands December 31, 2022 2021 Accrued compensation and benefits $ 1,486 $ 476 Excise and property taxes payables 6,446 3,768 Interest and commitment fee payable 64 3,257 Reserve for settlement for non-accredited 282 872 Accrued Monarch legal settlement 1,314 1,314 Accrued professional services 3,555 2,392 Other accrued liabilities 1,593 1,120 Total accrued expenses $ 14,740 $ 13,199 |
Financing Arrangements (Tables)
Financing Arrangements (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Debt Disclosure [Abstract] | ||
Summary of Fair Value of Convertible Notes | Fair value of convertible notes (in thousands) Fair Value at June 30, December 31, 2017 Convertible Notes $ 13,243 $ 15,242 2020 Convertible Note 555 706 2017 Convertible Term Note 21,308 13,148 Total $ 35,106 $ 29,096 | Fair value of convertible notes (in thousands) Fair Value at December 31, 2022 2021 2017 Convertible Notes $ 15,242 $ 8,716 2020 Convertible Notes 706 408 2021 Convertible Notes — 2,557 2018 Convertible Notes 13,148 0 Total $ 29,096 $ 11,681 |
Summary of Fair Value of SAFE Notes | Fair value of SAFE notes (in thousands) Fair Value at June 30, December 31, SAFE note with LamVen, a related party $ 10,302 $ 5,403 SAFE note with LamJam, a related party 9,520 — SAFE note with Park Lane, a related party 10,302 5,403 SAFE note with iHeart Media 13,736 7,203 SAFE note with Palantir 12,362 6,484 SAFE note with a private investor 137 72 SAFE note with a private investor 343 — SAFE-T 143 149 Total $ 56,845 $ 24,714 Less: SAFE notes at fair value, current $ (46,844 ) $ (149 ) SAFE notes at fair value, long term $ 10,001 $ 24,565 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Summary of Supplemental Information Related to the Operating Leases | Supplemental information related to the operating leases is as follows ( in thousands December 31, Assets Operating lease right-of-use $ 1,143 Liabilities Lease liabilities (short-term) 903 Lease liabilities (long-term) 246 Total operating lease liabilities $ 1,149 |
Summary of Future Minimum Payments Under Noncancelable Aircraft and Non-Aircraft Operating Lease Agreements | Future minimum payments under noncancelable aircraft and non-aircraft in thousands Amount 2022 $ 1,578 2023 940 2024 229 2025 19 2026 — Total $ 2,766 |
Southern Airways Corporation | |
Summary of Supplemental Balance Sheet Information Related to Operating Leases | Supplemental balance sheet information related to leases is as follows (in thousands) Operating Leases Classification As of Assets Right-of-use Operating lease right-of-use $ 15,149 Liabilities Current lease liabilities Operating lease liabilities 3,302 Current lease liabilities Current portion due to related parties 1,772 Non-current Long-term operating lease liabilities 8,452 Non-current Due to related parties, net of current portion 2,606 Total lease liabilities 16,132 |
Summary of Operating Leases Term and Discount Rate | Lease term and discount rate were as follows: As of December 31, 2022 Weighted average remaining lease term 3.4 years Weighted average discount rate 8.45 % |
Summary of Components of Lease Cost | The components of lease cost are as follows (in thousands) Lease Cost Classification Year ended Operating lease cost — aircraft Aircraft rent $ 4,483 Operating lease cost — non-aircraft Airport-related and other operating expenses 380 Short-term lease cost Airport-related and other operating expenses 2,416 Variable lease cost Aircraft rent 922 Engine reserves Aircraft rent 2,727 Total lease cost $ 10,928 |
Summary of Supplemental Cash Flow Information Related to Operating Leases | Supplemental disclosures of cash flow and other information related to leases are as follows (in thousands) Year ended Cash paid for operating lease liabilities $ 5,217 Non-cash 8,968 |
Summary of Maturity of Operating Lease Liabilities | Maturities of operating lease liabilities are as follows as of December 31, 2022 (in thousands) Amount 2023 $ 6,197 2024 5,265 2025 3,809 2026 2,351 2027 936 Thereafter — Total lease payment, undiscounted 18,558 Less: imputed interest 2,426 Total $ 16,132 Maturities of operating lease liabilities were as follows as of December 31, 2021 under ASC 840 (in thousands) Amount 2022 $ 4,586 2023 4,374 2024 2,889 2025 1,239 2026 465 Total $ 13,553 |
Summary of Supplemental Balance Sheet Information Related to Financing Leases | Supplemental balance sheet information related to leases is as follows (in thousands) As of Assets Finance lease right-of-use $ 1,546 Liabilities Finance lease liabilities 134 Long-term finance lease liabilities 1,838 Total finance lease liabilities $ 1,972 |
Summary of Financing Leases Term and Discount Rate | Lease term and discount rate are as follows: As of Weighted average remaining lease term 3.1 years Weighted average discount rate 9.71 % |
Summary of Supplemental Cash Flow Information Related to Financing Leases | Supplemental disclosures of cash flow and other information related to leases are as follows (in thousands) Year Ended Cash paid for finance lease liabilities 323 |
Summary of Maturities of Finance and Capital Lease Liabilities | Maturities of finance lease liabilities are as follows as of December 31, 2022 (in thousands) Amount 2023 $ 323 2024 323 2025 312 2026 1,526 2027 — Total lease payment, undiscounted 2,484 Less: imputed interest 512 Total $ 1,972 Maturities of capital lease liabilities were as follows as of December 31, 2021 under ASC 840 (in thousands) Amount 2022 $ 323 2023 323 2024 323 2025 312 Thereafter 1,526 Total lease payment, undiscounted $ 2,807 Less: imputed interest 704 Total $ 2,103 |
Joint Venture (Tables)
Joint Venture (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Southern Airways Corporation | |
Schedule of Equity Method Investments [Line Items] | |
Summar of Asset and Liabilities | Asset and liabilities related to Marianas are presented below: December 31, ASSETS Cash $ 8 Prepaid expenses and other current assets 380 Total current assets 388 Property and equipment, net 337 Other assets 6 Total assets $ 731 LIABILITIES Current liabilities Accounts payable $ 24 Due to MP Enterprises, LLC 984 Accrued salaries wages and benefits 42 Current deferred incentive income 678 Total current liabilities 1,728 Noncurrent liabilities Noncurrent deferred incentive income 357 Total noncurrent liabilities 357 Total liabilities $ 2,085 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Line Items] | ||
Summay of Property and Equipment | As of December 31, 2022 and 2021, property and equipment, net consisted of the following (in thousands) December 31, 2022 2021 Furniture and fixtures $ 96 $ 90 Equipment and vehicle 160 154 Internal-use 434 458 Leasehold improvements 656 622 Property and equipment, gross 1,346 1,324 Accumulated depreciation (722 ) (621 ) Property and equipment, net $ 624 $ 703 | |
Southern Airways Corporation | ||
Property, Plant and Equipment [Line Items] | ||
Summay of Property and Equipment | Property and equipment, net, consists of the following ( in thousands June 30, December 31, Aircraft, equipment and rotable spares $ 37,564 $ 37,566 Office, vehicles and ground equipment 2,270 2,439 Leasehold improvements 2,355 2,309 Property and equipment, gross 42,189 42,314 Accumulated depreciation (7,249 ) (5,760 ) Property and equipment, net $ 34,940 $ 36,554 | Property and equipment, net, consists of the following ( in thousands December 31, 2022 2021 Aircraft, equipment, and rotable spares $ 37,566 $ 14,622 Office, vehicles and ground equipment 2,439 1,651 Leasehold improvements 2,309 1,658 Property and equipment, gross 42,314 17,931 Accumulated depreciation (5,760 ) (3,636 ) Property and equipment, net $ 36,554 $ 14,295 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | ||
Schedule of Significant Unobservable Inputs Used in Valuation Models | Significant unobservable inputs used in the valuation models as of June 30, 2023 and December 31, 2022 were as follows: June 30, December 31, Public listing probability 90 % 50 % Lack of marketability 32 % 32 % Discount rates used in the sale scenario for debt instruments 0 % 70 % Discount rates used in the public listing scenario 20% % 20% – % Probability weighted volatility 76 % 147 % | Significant unobservable inputs used in the valuation models as of December 31, 2022 and 2021 were as follows: December 31, 2022 2021 Public listing probability 50% — SPAC probability — 8% Lack of marketability 32% 32% Discount rates used in the sale scenario for debt instruments 70% 35% – 40% Discount rates used in the public listing scenario 20% – 30% — Discount rates used in the SPAC scenario — 30% Probability weighted volatility 147% 144% |
Summary of Company's Financial Liabilities Measured at Fair Value on Recurring Basis | The following tables summarize the Company’s financial liabilities that are measured at fair value on a recurring basis in the condensed consolidated financial statements (in thousands) Fair Value Measurements at June 30, 2023 Using: Level 1 Level 2 Level 3 Total Liabilities: Convertible notes at fair value — — $ 35,106 $ 35,106 Preferred shares warrant liability — — 11 11 SAFE notes at fair value — — 56,845 56,845 GEM derivative liability — — 11,397 11,397 Total financial liabilities $ — $ — $ 103,359 $ 103,359 Fair Value Measurements at December 31, Level 1 Level 2 Level 3 Total Liabilities: Convertible notes at fair value — — $ 29,096 $ 29,096 Preferred shares warrant liability — — 51 51 SAFE notes at fair value — — 24,714 24,714 GEM derivative liability — — 2,963 2,963 Total financial liabilities $ — $ — $ 56,824 $ 56,824 | The following tables summarize the Company’s financial liabilities that are measured at fair value on a recurring basis in the consolidated financial statements (in thousands) Fair Value Measurements at December 31, 2021 Using: Level 1 Level 2 Level 3 Total Liabilities Convertible notes at fair value — — $ 11,681 $ 11,681 Preferred shares warrant liability — — 9 9 SAFE notes at fair value — — 19 19 GEM derivative liability — — 435 435 Total financial liabilities $ — $ — $ 12,144 $ 12,144 Fair Value Measurements at December 31, 2022 Using: Level 1 Level 2 Level 3 Total Liabilities Convertible notes at fair value — — $ 29,096 $ 29,096 Preferred shares warrant liability — — 51 51 SAFE notes at fair value — — 24,714 24,714 GEM derivative liability — — 2,963 2,963 Total financial liabilities $ — $ — $ 56,824 $ 56,824 |
Schedule of Reconciliation of Activity and Changes in Fair Value for Company's Convertible Loans and Redeemable Convertible Preferred Stock Warrant Liability | The following table provides a reconciliation of activity and changes in fair value for the Company’s convertible loans and redeemable convertible preferred stock warrant liability using inputs classified as Level 3 (in thousands) Convertible Preferred SAFE GEM Balance at December 31, 2021 $ 11,681 $ 9 $ 19 $ 435 Issuance of convertible notes 4,191 — 11,839 — Conversion of convertible notes to preferred shares (10,257 ) — — — Conversion of PFG liability to convertible note 11,197 — — — Change in fair value 12,284 42 12,856 2,528 Balance at December 31, 2022 $ 29,096 $ 51 $ 24,714 $ 2,963 Issuance of SAFE notes — — 3,716 — Conversion of related party notes to SAFE — — 4,354 — Payments of borrowings on convertible notes (35 ) — — — Change in fair value 6,045 (40 ) 24,061 8,434 Balance at June 30, 2023 $ 35,106 $ 11 $ 56,845 $ 11,397 | The following table provides a reconciliation of activity and changes in fair value for the Company’s convertible loans and redeemable convertible preferred stock warrant liability using inputs classified as Level 3 (in thousands) Convertible Preferred SAFE Notes GEM Balance at December 31, 2020 $ 9,074 $ 35 $ 37 $ 650 Issuance of convertible notes 2,632 — — $ — Conversion of convertible notes to preferred shares (353 ) — — — Change in fair value 328 (26 ) (18 ) (215 ) Balance at December 31, 2021 $ 11,681 $ 9 $ 19 $ 435 Issuance of convertible notes 4,190 — 11,839 — Conversion of convertible notes to preferred shares (10,257 ) — — — Conversion of PFG liability to convertible note 11,197 — — — Change in fair value 12,284 42 12,856 2,528 Balance at December 31, 2022 $ 29,095 $ 51 $ 24,714 $ 2,963 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Southern Airways Corporation | ||
Summary Of Prepaid Expenses And Other Assets Current [Line Items] | ||
Summary of Prepaid Expenses and Other Assets Current | Prepaid expenses and other current assets consisted of the following ( in thousands June 30, December 31, Vendor prepayments $ 132 $ 106 Progress payments for software development — 164 Expendable spare parts 212 171 Credit card receivables 172 198 Prepaid fuel 266 294 Federal excise taxes receivables 335 320 Surf Air cost reimbursements 112 420 Engine reserves (1) 2,411 1,477 Prepaid insurance 466 1,849 Other 719 546 Total prepaid expenses and other current assets $ 4,825 $ 5,545 (1) At June 30, 2023 and December 31, 2022, this includes $1.7 million and $0.9 million, respectively, which relates to SkyWest, a related party | Prepaid expenses and other current assets consisted of the following: ( in thousands December 31, 2022 2021 Vendor prepayments $ 106 $ — Progress payments for software development 164 — Expendable spare parts 171 157 Credit card receivables 198 150 Prepaid fuel 294 96 Federal excise taxes receivables 320 131 Surf Air cost reimbursements 420 — Engine reserves (1) 1,477 508 Prepaid insurance 1,849 1,043 Other 546 424 Total prepaid expenses and other current assets $ 5,545 $ 2,509 (1) Includes $0.9 million related to SkyWest, which is a related party. |
Warrants (Tables)
Warrants (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Warrant Liabilities [Line Items] | ||
Schedule of Warrant Liabilities | The changes in carrying amounts of warrant liabilities for the years ended December 31, 2022 and 2021 were as follows (in thousands) December 31, 2022 2021 Warrant liabilities, beginning of the year $ 9 $ 35 Change in fair value of warrants 42 (26 ) Warrant liabilities, end of the year $ 51 $ 9 | |
Schedule of Ordinary Share Warrants Issued and Outstanding | At December 31, 2022 and 2021, the Company had the following ordinary share warrants issued and outstanding (in thousands, except share and per share data) Shares Issuance Exercise Price Expiration Warrant Class 2022 2021 Ordinary share warrant 1,264,488 1,264,488 August 2016 $ 0.21 July 2025 Ordinary share warrant 1,982,802 1,982,802 May 2017 $ 0.01 May 2027 Ordinary share warrant 1,189,681 1,189,681 July 2017 $ 0.01 July 2027 Ordinary share warrant 2,399,570 2,399,570 February 2018 $ 0.01 February 2028 Ordinary share warrant 5,597,006 5,597,006 September 2018 $ 0.01 September 2028 Ordinary share warrant 1,742,784 1,742,784 December 2018 $ 0.01 Change in Control Ordinary share warrant 23,515,057 23,515,057 December 2020 $ 0.01 Change in Control Ordinary share warrant 45,322,638 45,322,638 February 2021 $ 0.01 Change in Control Ordinary share warrant 364,955 364,955 March 2021 $ 0.01 March 2028 Ordinary share warrant 16,168,295 16,168,295 June 2021 $ 0.01 June 2031 Ordinary share warrant 621,534 — February 2022 $ 0.01 February 2032 Ordinary share warrant 3,200,000 — June 2022 $ 0.01 Change in Control 103,368,810 99,547,276 | |
Summary of Fair Value of Warrants Granted | Significant unobservable inputs used in the valuation models as of June 30, 2023 and December 31, 2022 were as follows: June 30, December 31, Public listing probability 90 % 50 % Lack of marketability 32 % 32 % Discount rates used in the sale scenario for debt instruments 0 % 70 % Discount rates used in the public listing scenario 20% % 20% – % Probability weighted volatility 76 % 147 % | Significant unobservable inputs used in the valuation models as of December 31, 2022 and 2021 were as follows: December 31, 2022 2021 Public listing probability 50% — SPAC probability — 8% Lack of marketability 32% 32% Discount rates used in the sale scenario for debt instruments 70% 35% – 40% Discount rates used in the public listing scenario 20% – 30% — Discount rates used in the SPAC scenario — 30% Probability weighted volatility 147% 144% |
Warrants | ||
Warrant Liabilities [Line Items] | ||
Summary of Fair Value of Warrants Granted | The following is a summary of assumptions used in the Black-Scholes model to determine the fair value of warrants granted during the years ended December 31, 2022 and 2021: December 31, 2022 2021 Risk-free interest rate 3.35 % 1.49 % Expected term (in years) 5.8 2.0 Dividend yield — — Expected volatility 159.9 % 89.0 % |
Disaggregated Revenue (Tables)
Disaggregated Revenue (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Disaggregation of Revenue [Line Items] | ||
Summary of Disaggregated Revenue | The disaggregated revenue for the three and six months ended June 30, 2023 and 2022 were as follows (in thousands) Three Months Six Months Ended 2023 2022 2023 2022 On-Demand $ 5,147 $ 3,270 $ 9,822 $ 6,827 Scheduled 1,048 1,208 1,880 2,469 Total revenue $ 6,195 $ 4,478 $ 11,702 $ 9,296 | Year Ended December 31 2022 2021 On-Demand $ 15,950 $ 6,445 Scheduled 4,324 5,353 Total revenue $ 20,274 $ 11,798 |
Summary of Changes in Deffered Revenue | The changes in deferred revenue were as follows ( in thousands Three Months Ended Six Months Ended 2023 2022 2023 2022 Deferred revenue, beginning of period $ 7,251 $ 5,534 $ 6,260 $ 4,513 Revenue deferred 10,562 12,459 22,243 22,244 Revenue recognized (10,243 ) (11,274 ) (20,933 ) (20,038 ) Deferred revenue, end of period $ 7,570 $ 6,719 $ 7,570 $ 6,719 | The changes in deferred revenue were as follows ( in thousands December 31, 2022 2021 Deferred revenue, beginning of year $ 4,513 $ 2,621 Revenue deferred 45,983 30,912 Revenue recognized (44,236 ) (29,020 ) Deferred revenue, end of year $ 6,260 $ 4,513 |
Southern Airways Corporation | ||
Disaggregation of Revenue [Line Items] | ||
Summary of Disaggregated Revenue | The Company generates revenue from the following principal sources ( in thousands Three Months Ended Six Months Ended 2023 2022 2023 2022 Passenger revenue $ 9,027 $ 9,811 $ 18,770 $ 17,590 EAS and other subsidy revenue 11,232 7,873 21,495 14,732 Charter revenue 1,171 885 2,717 2,034 Other revenue 957 1,067 2,079 2,001 Total revenue $ 22,387 $ 19,636 $ 45,061 $ 36,357 | The Company generates revenue from the following principal sources: Year Ended 2022 2021 Passenger revenue $ 38,959 $ 25,738 EAS and other subsidy revenue 32,525 25,597 Charter revenue 5,043 3,101 Other revenue 4,189 3,243 Total revenue $ 80,716 $ 57,679 |
Redeemable Convertible Prefer_3
Redeemable Convertible Preferred Shares and Convertible Preferred Shares (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Redeemable Convertible Preferred Shares and Convertible Preferred Shares [Abstract] | |
Schedule Of Redeemable Convertible Preferred Stock | The following table presents information about the Company’s redeemable convertible preferred share as of December 31, 2021 (in thousands, except share data) Shares Shares Carrying Value Issuance Price Liquidation Founder Preferred 1,866,056 1,866,056 $ 838 $ 0.54 $ 1,000 Class A-1 1,930,155 1,380,217 1,525 1.12 1,546 Class A-2 2,820,319 1,197,296 1,840 1.54 1,840 Class A-3 9,070,476 6,206,269 6,192 1.00 6,206 Class A-4 552,804 552,804 675 1.30 716 Class A-5 15,646,415 15,400,417 4,447 1.11 17,155 Class B-1 14,934,552 14,934,552 20,000 1.34 20,000 Class B-2 25,000,000 24,194,129 30,768 1.71 41,295 Class B-3 2,000,000 1,464,728 2,213 1.71 2,500 Class B-4 6,000,000 3,671,818 5,361 1.71 6,267 Class B-5 33,638,500 19,140,703 6,240 0.38 7,273 Class B-6a 150,000,000 89,320,084 38,593 0.53 47,295 263,459,277 179,329,073 118,692 — 153,093 Class B-6s 98,799,158 70,606,523 3,294 — — Total 362,258,435 249,935,596 $ 121,986 — $ 153,093 The following table presents information about the Company’s redeemable convertible preferred share as of December 31, 2022 (in thousands, except share data) Shares Shares Carrying Value Issuance Price Liquidation Founder Preferred 1,866,056 1,866,056 $ 838 $ 0.54 $ 1,000 Class A-1 1,930,155 1,380,217 1,525 1.12 1,546 Class A-2 2,820,319 1,197,296 1,840 1.54 1,840 Class A-3 9,070,476 6,206,269 6,192 1.00 6,206 Class A-4 552,804 552,804 675 1.30 716 Class A-5 15,646,415 15,400,417 4,447 1.11 17,155 Class B-1 14,934,552 14,934,552 20,000 1.34 20,000 Class B-2 25,000,000 24,194,129 30,768 1.71 41,295 Class B-3 2,000,000 1,464,728 2,213 1.71 2,500 Class B-4 6,000,000 3,671,818 5,361 1.71 6,267 Class B-5 33,638,500 25,356,068 6,681 0.38 9,635 Class B-6a 150,000,000 132,919,929 50,127 0.53 70,448 263,459,277 229,144,283 130,667 — 178,608 Class B-6s 98,799,158 71,478,742 3,414 — — Total 362,258,435 300,623,025 $ 134,081 — $ 178,608 * The Class B-6s |
Intangible Assets, Net and Ot_2
Intangible Assets, Net and Other Assets (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Summary of intangible assets net and other assets | Below is a summary of intangible assets, net and other assets as of December 31, 2022 and 2021 (in thousands) December 31, 2022 2021 Trademarks $ 7,060 $ 7,060 Software 2,967 2,967 Other intangibles 242 242 Intangible assets, gross 10,269 10,269 Accumulated amortization (8,983 ) (8,326 ) Intangible assets, net 1,286 1,943 Other assets 1,816 2,122 Intangible and other assets, net $ 3,102 $ 4,065 | |
Schedule of the future expected amortization expense of the intangible assets | The future expected amortization expense of the intangible assets held at December 31, 2022, for each of next five years through December 31, 2027 is as follows (in thousands) Expected future amortization: Amount 2023 594 2024 593 2025 99 2026 — 2027 and thereafter — Total $ 1,286 | |
Southern Airways Corporation | ||
Summary of intangible assets net and other assets | Intangibles assets, net, consists of the following ( in thousands June 30, December 31, Tradename $ 270 $ 270 Noncompete agreement 500 500 Capitalized software 164 — Intangible assets, gross 934 770 Accumulated amortization (779 ) (770 ) Intangible assets, net $ 155 $ — | Below is a summary of intangible assets, net, as of December 31, 2022 and 2021: (in thousands) December 31, 2022 2021 Tradename $ 270 $ 270 Noncompete agreement 500 500 Intangible assets, gross 770 770 Accumulated amortization (770 ) (701 ) Intangible assets, net $ — $ 69 |
Schedule of the future expected amortization expense of the intangible assets | Expected future amortization as of June 30, 2023 is as follows (in thousands) Expected future amortization: Amount 2023 $ 32 2024 55 2025 55 2026 13 2027 — Total $ 155 |
Other Current Liabilities (Tabl
Other Current Liabilities (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Southern Airways Corporation | ||
Summary of other current liabilities | Other current liabilities consisted of the following ( in thousands June 30, December 31, Accrued interest $ 94 $ 87 Accrued vendor payables 718 686 Due to MP Enterprises, LLC 418 984 Deferred incentive income related to Marianas — 678 Collateralized borrowings 2,601 1,316 Insurance premium liability 112 1,395 Accrued major maintenance 536 — Other 76 370 Total other current liabilities $ 4,555 $ 5,516 | At December 31, 2022 and 2021, other current liabilities consisted of the following: ( in thousands December 31, 2022 2021 Accrued rent $ — $ 554 Accrued interest 87 5 Accrued vendor payables 686 512 Due to MP Enterprises, LLC 984 — Deferred incentive income 678 — Collateralized borrowings 1,316 — Insurance premium liability 1,395 794 Other 370 207 Total other current liabilities $ 5,516 $ 2,072 |
Long-Term Debt, Net (Tables)
Long-Term Debt, Net (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Debt Instrument [Line Items] | ||
Summary of total debt due to unrelated parties | Fair value of SAFE notes (in thousands) Fair Value at June 30, December 31, SAFE note with LamVen, a related party $ 10,302 $ 5,403 SAFE note with LamJam, a related party 9,520 — SAFE note with Park Lane, a related party 10,302 5,403 SAFE note with iHeart Media 13,736 7,203 SAFE note with Palantir 12,362 6,484 SAFE note with a private investor 137 72 SAFE note with a private investor 343 — SAFE-T 143 149 Total $ 56,845 $ 24,714 Less: SAFE notes at fair value, current $ (46,844 ) $ (149 ) SAFE notes at fair value, long term $ 10,001 $ 24,565 | |
Southern Airways Corporation | ||
Debt Instrument [Line Items] | ||
Summary of total debt due to unrelated parties | The Company’s total debt due to unrelated parties consist of the following (in thousands) June 30, December 31, Note payable to financial institution, fixed interest rate of 5.72%, due January 2025 $ 778 $ 874 Note payable to Textron, fixed interest rate of 7.60%, due November 2024 400 532 Note payable to bank, fixed interest rate of 4.65%, due November 2025 20 23 Note payable to a financing company, fixed interest rate of 5.49%, due December 2026 224 251 Notes payable to Clarus Capital, fixed interest rate ranging from 6.75% to 7.5% due April, June and September 2027 17,215 19,081 Note payable to Tecnam, fixed interest rate of 6.75%, due July and August 2032 3,545 3,684 Long-term debt, gross 22,182 24,445 Current maturities of long-term debt (1,985 ) (1,980 ) Less: debt issuance costs (973 ) (1,190 ) Long-term debt, net of current maturities $ 19,224 $ 21,275 | The Company’s total debt due to unrelated parties consist of the following (in thousands) December 31, 2022 2021 Note payable to U.S. Government, interest rate of 6.5% plus LIBOR adjustment, due October 2025 $ — $ 1,839 Note payable to financial institution, fixed interest rate of 5.72%, due January 2025 874 1,058 Note payable to Textron, fixed interest rate of 7.60%, due November 2024 532 781 Note payable to bank, fixed interest rate of 4.65%, due November 2025 23 31 Note payable to a financing company, fixed interest rate of 5.49%, due December 2026 251 306 Notes payable to Clarus Capital, fixed interest rate ranging from 6.75% to 7.5% due April, June and September 2027 19,081 — Note payable to Tecnam, fixed interest rate of 6.75%, due July and August 2032 3,684 — Long-term debt, gross 24,445 4,015 Current maturities of long-term debt (1,980 ) (497 ) Less: debt issuance costs (1,190 ) (50 ) Long-term debt, net of current maturities $ 21,275 $ 3,468 |
Summary of total debt is recorded on the consolidated balance sheet | Total debt is recorded on the Condensed Consolidated Balance Sheet as follows (in thousands) June 30, December 31, Long-term debt, gross $ 22,182 $ 24,445 Due to related party (See Note 15, Related Party Transactions 6,532 4,239 Total debt, gross $ 28,714 $ 28,684 | Total debt is recorded on the Consolidated Balance Sheet as (in thousands) December 31, 2022 2021 Long-term debt, gross $ 24,445 $ 4,015 Due to related party (See Note 18, Related Party Transactions 4,239 4,938 Total debt, gross $ 28,684 $ 8,953 |
Summary of future maturities of total debt | Future maturities of total debt as of June 30, 2023 are as follows (in thousands) Amount Remainder of 2023 $ 1,631 2024 5,591 2025 3,252 2026 2,946 2027 12,934 Thereafter 2,360 Total $ 28,714 | Future maturities of total debt are as follows (in thousands): Amount 2023 $ 2,973 2024 3,171 2025 3,308 2026 3,007 Thereafter 16,225 Total $ 28,684 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Summary of Share Option Activity | A summary of share option activity under the 2016 Plan for the six months ended June 30, 2023 is set forth below: Number of Weighted Aggregate Weighted Outstanding at December 31, 2022 1,768,205 9.01 $ 10,306 $ 3.58 Granted 48,214 $ 9.11 Exercised (25,307 ) $ 5.82 Canceled (47,377 ) $ 3.36 Outstanding at June 30, 2023 1,743,735 8.53 $ 9,347 $ 3.81 Exercisable at June 30, 2023 1,121,578 8.14 $ 6,550 $ 3.58 | A summary of share option activity under the 2016 Plan for the years ended December 31, 2022 and 2021 is set forth below: Number of Weighted Weighted Aggregate Weighted Outstanding at December 31, 2020 3,824,665 6.72 $ 205 $ 0.60 Granted 7,515,074 9.71 $ 0.06 Exercised (10,000 ) $ 0.04 $ 0.06 Canceled (522,948 ) $ 0.37 $ 0.64 Outstanding at December 31, 2021 10,806,791 8.48 $ 0 $ 0.22 Granted 29,322,949 9.57 $ 0.14 Exercised (171,730 ) $ 0.05 $ 0.06 Canceled (349,984 ) $ 0.04 $ 0.06 Outstanding at December 31, 2022 39,608,026 9.01 $ 10,306 $ 0.16 Number of Weighted Aggregate Weighted Exercisable at December 31, 2022 15,112,601 $ 0.07 $ 5,418 8.86 |
Summary of RSPA Activity | A summary of RSPA activity under the 2016 Plan for the six months ended June 30, 2023 is set forth below: Number of Weighted Unvested RSPAs at December 31, 2022 3,162,292 $ 2.46 Granted — $ — Vested (89,292 ) $ 2.46 Forfeited — $ — Unvested RSPAs at June 30, 2023 3,073,000 $ 2.46 | A summary of RSPA activity under the 2016 Plan for the years ended December 31, 2022 and 2021 is set forth below: Number of Weighted Average Unvested RSPAs at December 31, 2020 76,013,708 $ 0.33 Granted 32,344,494 $ 0.09 Vested (32,332,988 ) $ 0.07 Forfeited (335,537 ) $ 0.08 Unvested RSPAs at December 31, 2021 75,689,677 $ 0.10 Granted 16,815,000 $ 0.19 Vested (15,486,652 ) $ 0.06 Forfeited (6,182,259 ) $ 0.10 Unvested RSPAs at December 31, 2022 70,835,766 $ 0.11 |
Summary of Fair Value of Share Options Granted | The assumptions used to estimate the fair value of share options granted during the years ended December 31, 2022 and 2021 were as follows: December 31, 2022 2021 Risk-free interest rate 2.42% – 4.02% 0.79% – 1.49% Expected term (in years) 5.80 5.0 – 6.08 Dividend yield — — Expected volatility 116% – 238% 89% – 113% | |
Summary of Fair Value of Restricted Share Purchase Agreement Granted | The assumptions used to estimate the fair value of RSPAs granted during the years ended December 31, 2022 and 2021 were as follows: December 31, 2022 2021 Risk-free interest rate 2.42 % 0.97 % Expected term (in years) 5.00 5.00 Dividend yield — — Expected volatility 217.57 % 152.00 % | |
Southern Airways Corporation | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Summary of RSPA Activity | Number of Weighted Unvested Restricted Stock at December 31, 2022 43,500 $ 21.98 Granted 5,100 118.15 Vested — — Forfeited — — Unvested Restricted Stock at June 30, 2023 48,600 $ 32.07 | |
Restricted Share Grant Agreement | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Summary of RSPA Activity | A summary of RSGA activity under the 2016 Plan for the years ended December 31, 2022 and 2021 is set forth below: Number of Weighted Average RSGAs at December 31, 2020 — — Granted and vested 1,768,500 $ 0.10 Forfeited — — RSGAs at December 31, 2021 1,768,500 $ 0.10 Granted and vested 82,762,666 $ 0.09 Forfeited (10,000 ) $ 0.06 RSGAs at December 31, 2022 84,521,166 $ 0.09 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Schedule of Effective Income Tax Rate Reconciliation | The following table presents the principal reasons for the difference between the effective tax rate and the federal statutory income tax rate (in thousands) December 31, 2022 2021 $ % $ % Pretax loss $ (15,616 ) 21 % $ (7,600 ) 21 % State tax benefit (2,575 ) 3 % (2,251 ) 6 % Foreign tax difference 8,085 (11 )% 787 (2 )% Transaction costs 871 (1 )% 646 (2 )% Permanent difference 556 (1 )% 193 (1 )% PPP loan forgiveness — 0 % (154 ) 0 % Change in valuation allowance 8,717 (12 )% 8,369 (23 )% Other (38 ) 0 % 10 (0 )% Effective Income tax expense $ 0 0.00 % $ 0 (0 )% |
Schedule of Components of Deferred Tax Assets and Liabilities | Significant components of deferred tax assets and liabilities are as follows (in thousands) Year Ended December 31, 2022 2021 Deferred tax assets: Book to tax depreciation differences $ 773 $ 545 Accrued expenses and reserves 1,254 1,415 Stock compensation 274 267 Intercompany interest 1,010 — Net operating loss carryforwards 57,825 50,158 Operating lease liabilities 340 — Other 165 165 Total deferred tax assets $ 61,641 $ 52,550 Valuation allowance 61,031 52,314 Total deferred tax assets, net $ 610 $ 236 Deferred tax liabilities: Operating lease right of use assets (338 ) — Prepaid expenses (272 ) (236 ) Total deferred tax liabilities, net $ (610 ) $ (236 ) Total deferred tax assets (liabilities), net $ — $ — |
Southern Airways Corporation | |
Schedule of Effective Income Tax Rate Reconciliation | The following table presents the principal reasons for the difference between the effective tax rate and the federal statutory income tax rate: ( dollars in thousands December 31, 2022 2021 $ % $ % Provision (benefit) at statutory rate $ (1,167 ) 21.0 % $ 2,331 21.0 % State tax provision (benefit), net of federal benefit (257 ) 4.6 % 679 6.1 % Permanent book/tax difference 69 (1.2 )% 14 0.1 % Change in valuation allowance 846 (15.2 )% (2,584 ) (23.2 )% Other 100 (1.8 )% — — Effective income tax rate (409 ) 7.4 % 440 4.0 % |
Schedule of Components of Deferred Tax Assets and Liabilities | Significant components of deferred tax assets and liabilities as of December 31, 2022 and 2021 were as follows: ( in thousands Year Ended 2022 2021 Net operating loss carryforward, net of reserves $ 4,680 $ 2,629 Capital loss carryforward 133 142 Amortization of intangibles 385 429 Accrued liabilities 244 214 Deferred revenue 227 166 Deferred rent — 395 Lease liabilities 4,288 — Interest carryforward 456 — Contributions carryforward 109 — Investment in Marianas 46 — Other — 9 Deferred tax assets, gross 10,568 3,984 Valuation allowance (3,273 ) (1,861 ) Deferred tax assets, net of valuation allowance 7,295 2,123 Right-of-use (4,027 ) — Book/tax depreciation differences (3,268 ) (2,123 ) Total deferred tax liabilities (7,295 ) (2,123 ) Total deferred tax assets (liabilities), net $ — $ — |
Schedule of Significant Components of The Provision From Income Taxes | Significant components of the provision from income taxes consist of the following: ( in thousands Year Ended 2022 2021 Current: Federal $ — $ — State 10 440 Total 10 440 Deferred: Federal (392 ) — State (27 ) — Total (419 ) — Total tax expense (benefit) $ (409 ) $ 440 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Southern Airways Corporation | |
Goodwill [Line Items] | |
Summary of change in goodwill | The change in Goodwill is presented in the following table (in thousands): December 31, 2022 2021 Beginning of period $ — $ — Addition from acquisition 805 — Impairment — — End of period $ 805 $ — |
Common Stock Warrants (Tables)
Common Stock Warrants (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Class of Warrant or Right [Line Items] | |
Summary Of The Company's Outstanding Common Stock Warrants | At December 31, 2022 and 2021, the Company had the following ordinary share warrants issued and outstanding (in thousands, except share and per share data) Shares Issuance Exercise Price Expiration Warrant Class 2022 2021 Ordinary share warrant 1,264,488 1,264,488 August 2016 $ 0.21 July 2025 Ordinary share warrant 1,982,802 1,982,802 May 2017 $ 0.01 May 2027 Ordinary share warrant 1,189,681 1,189,681 July 2017 $ 0.01 July 2027 Ordinary share warrant 2,399,570 2,399,570 February 2018 $ 0.01 February 2028 Ordinary share warrant 5,597,006 5,597,006 September 2018 $ 0.01 September 2028 Ordinary share warrant 1,742,784 1,742,784 December 2018 $ 0.01 Change in Control Ordinary share warrant 23,515,057 23,515,057 December 2020 $ 0.01 Change in Control Ordinary share warrant 45,322,638 45,322,638 February 2021 $ 0.01 Change in Control Ordinary share warrant 364,955 364,955 March 2021 $ 0.01 March 2028 Ordinary share warrant 16,168,295 16,168,295 June 2021 $ 0.01 June 2031 Ordinary share warrant 621,534 — February 2022 $ 0.01 February 2032 Ordinary share warrant 3,200,000 — June 2022 $ 0.01 Change in Control 103,368,810 99,547,276 |
Southern Airways Corporation | |
Class of Warrant or Right [Line Items] | |
Summary Of The Company's Outstanding Common Stock Warrants | A summary of the Company’s outstanding common stock warrants as of December 31, 2022 were as follows: Warrant Tranche Exercise Shares A $ 12.18 2,052 B 14.01 713 C 18.87 795 D 18.98 4,742 E 41.24 606 F 47.32 634 G 50.00 376 Total 9,918 |
Related Party Balances and Tr_2
Related Party Balances and Transactions (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Related Party Transaction [Line Items] | ||
Schedule of SAFE note is Included in SAFE notes at Fair Value, Long Term in Condensed Consolidated Balance Sheets | The SAFE note is included in SAFE notes at fair value, long term in the Condensed Consolidated Balance Sheets. Fair Value at June 30, December 31, SAFE note with LamVen, a related party $ 10,302 $ 5,403 SAFE note with LamJam, a related party 9,520 — SAFE note with Park Lane, a related party 10,302 5,403 Total $ 30,124 $ 10,806 | |
Schedule of Term Notes Outstanding | As of June 30, 2023 and December 31, 2022, the term notes outstanding are as follows ( in thousands Carrying Value at June 30, December 31, Term notes with LamVen, a related party $ 12,585 $ 4,500 | |
Southern Airways Corporation | ||
Related Party Transaction [Line Items] | ||
Schedule of Related Party Dues or Receivables | The following table presents Company’s amounts due to related parties ( in thousands) June 30, December 31, Accounts payable $ 53 $ 467 Other current liabilities (1) 175 158 Current maturities of long-term debt (2) 1,036 728 Short-term operating lease liabilities 1,526 1,772 Total current portion due to related parties $ 2,790 $ 3,125 June 30, December 31, Other liabilities (1) $ 100 $ 100 Long-term operating lease liabilities 1,983 2,606 Long-term debt, net of current maturities (2) 5,496 3,511 Total due to related parties, net of current portion $ 7,579 $ 6,217 (1) Liability related to Makani Kai Acquisition and SkyWest Notes’ accrued interest (2) Notes Payable to SkyWest | The following table presents Company’s amounts due to (from) related parties as of December 31, 2022 and 2021: ( in thousands) December 31, 2022 2021 Accounts payable (receivable) (1) $ 467 $ (56 ) Other current liabilities (2) 158 373 Current maturities of long-term debt (3) 728 699 Short-term operating lease liabilities 1,772 — Total current portion due to related parties $ 3,125 $ 1,016 December 31, 2022 2021 Other liabilities (2) $ 100 $ 450 Long-term operating lease liabilities 2,606 — Long-term debt, net of current maturities (3) 3,511 4,239 Total due to related parties, net of current portion $ 6,217 $ 4,689 (1) Net amount of accounts receivable and accounts payable from/to various individuals (2) Liability related to Makani Kai Acquisition and SkyWest Note’s accrued interest (3) Note Payable to SkyWest |
Redeemable Convertible Prefer_4
Redeemable Convertible Preferred Shares (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Southern Airways Corporation | ||
Summary Of Redeemable Convertible Preferred Share | The following table presents information about the Company’s redeemable convertible preferred shares as in thousands, except for share data) Shares Shares Carrying Liquidation Series A 105,556 105,556 $ 2,150 $ 3,759 Series A-1 7,033 7,033 141 246 Series A-2 25,000 25,000 500 874 Series B 25,000 25,000 833 2,453 Total 162,589 162,589 $ 3,624 $ 7,332 The following table presents information about the Company’s redeemable convertible preferred shares as of December 31, 2022 ( in thousands, except for share data) Shares Shares Carrying Liquidation Series A 105,556 105,556 $ 2,150 $ 3,635 Series A-1 7,033 7,033 141 238 Series A-2 25,000 25,000 500 845 Series B 25,000 25,000 833 2,374 Total 162,589 162,589 $ 3,624 $ 7,092 | The following table presents information about the Company’s redeemable convertible preferred shares as of December 31, 2022: ( in thousands, except for share data) Shares Shares Carrying Liquidation Series A 105,556 105,556 $ 2,150 $ 3,635 Series A-1 7,033 7,033 141 238 Series A-2 25,000 25,000 500 845 Series B 25,000 25,000 833 2,374 Total 162,589 162,589 $ 3,624 $ 7,092 The following table presents information about the Company’s redeemable convertible preferred shares as of December 31, 2021: ( in thousands, except for share data) Shares Shares Carrying Liquidation Series A 105,556 105,556 $ 2,150 $ 3,396 Series A-1 7,033 7,033 141 222 Series A-2 25,000 25,000 500 790 Series B 25,000 25,000 833 2,219 Total 162,589 162,589 $ 3,624 $ 6,627 |
Net Loss per Share Applicable_2
Net Loss per Share Applicable to Ordinary Shareholders, Basic and Diluted (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Earnings Per Share [Abstract] | ||
Schedule of Computation of Net Loss Per Ordinary Share | The following table sets forth the computation of net loss per ordinary share (in thousands, except share data) Three Months Ended Six Months Ended 2023 2022 2023 2022 Net loss $ (44,520 ) $ (18,753 ) $ (65,093 ) $ (29,400 ) Weighted-average number of common shares used in net loss per share applicable to ordinary shareholders, basic and diluted 14,168,091 13,427,098 14,138,856 12,759,876 Net loss per share applicable to ordinary shareholders, basic and diluted $ (3.14 ) $ (1.40 ) $ (4.60 ) $ (2.30 ) | The following table sets forth the computation of net loss per ordinary share (in thousands, except share data) December 31, 2022 2021 Net loss $ (74,362 ) $ (35,784 ) Weighted-average number of ordinary shares used in net loss per share applicable to ordinary shareholders – basic and diluted 302,006,679 192,372,698 Net loss per share applicable to ordinary shareholders, basic and diluted $ (0.25 ) $ (0.19 ) |
Schedule of Anti-dilutive Potential Ordinary Shares Excluded from Computation of Diluted net Loss Per Share | The Company excluded the following potential ordinary shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share for the periods indicated because including them would have had an anti-dilutive effect: Three Months Ended Six Months Ended 2023 2022 2023 2022 Excluded securities: Options to purchase ordinary shares 1,743,735 1,125,008 1,743,735 1,125,008 Restricted stock units 220,424 220,424 220,424 220,424 Unvested RSPAs 3,072,999 3,264,603 3,072,999 3,264,603 Preferred stock (as converted to ordinary shares) 14,226,483 13,323,745 14,226,483 13,323,745 Total ordinary shares equivalents 19,263,641 17,933,781 19,263,641 17,933,781 | The Company excluded the following potential ordinary shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share for the periods indicated because including them would have had an anti-dilutive effect: December 31, 2022 2021 Excluded securities: Options to purchase ordinary shares 39,608,026 10,806,791 Restricted stock units 4,937,534 4,937,535 Unvested RSPAs 70,835,766 75,689,677 Preferred stock (as converted to ordinary shares) 300,623,025 249,935,594 Total ordinary shares equivalents 416,004,351 341,369,597 |
Quarterly Financial Informati_2
Quarterly Financial Information (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Southern Airways Corporation | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |
Schedule of Quarterly Financial Information | The following table presents the effects of the revision on the Company’s previously issued unaudited condensed consolidated statement of operations for the six months ended June 30, 2022 ( in thousands As Previously Adjustment As Revised Revenues $ 36,521 $ (166 ) $ 36,355 Operating loss (1,631 ) (166 ) (1,797 ) Loss before income taxes (2,165 ) (166 ) (2,331 ) Net loss including noncontrolling interest (2,171 ) (166 ) (2,337 ) Net loss attributable to common shareholders (2,171 ) (166 ) (2,337 ) The following table presents the effect of the revision on the Company’s previously issued unaudited condensed consolidated balance sheet as of June 30, 2022 ( in thousands As Previously Adjustment As Revised Deferred Revenue $ 5,945 $ 774 $ 6,719 Current liabilities 18,546 774 19,320 Total liabilities 49,829 774 50,603 Accumulated deficit (7,670 ) (774 ) (8,444 ) Total stockholders’ equity (1,902 ) (774 ) (2,676 ) The following table presents the effect of the revision on the Company’s previously issued unaudited condensed consolidated statement of cash flows for the six months ended June 30, 2022 ( in thousands As Previously Adjustment As Revised Net income (loss) including noncontrolling interests $ (2,171 ) $ (166 ) $ (2,337 ) Deferred Revenue 1,913 166 2,079 Cash Flows from operating activities 427 — 427 The following table presents the effects of the revision on the Company’s previously issued unaudited condensed consolidated statement of operations for the six months ended June 30, 2021 ( in thousands As Previously Adjustment As Revised Revenues $ 24,645 $ (9 ) $ 24,636 Operating income 9,044 (9 ) 9,035 Income before income taxes 8,725 (9 ) 8,716 Net loss including noncontrolling interest 8,396 (9 ) 8,387 Net loss attributable to common shareholders 8,396 (9 ) 8,387 The following table presents the effect of the revision on the Company’s previously issued unaudited condensed consolidated statement of cash flows for the six months ended June 30, 2021 ( in thousands As Previously Adjustment As Revised Net income (loss) including noncontrolling interests $ 8,396 $ (9 ) $ 8,387 Deferred Revenue 2,603 9 2,612 Cash flows from operating activities 10,979 — 10,979 |
Description of Business - Sched
Description of Business - Schedule of Error Corrections and Prior Period Adjustments (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2020 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||
Operating income (loss) | $ (13,154) | $ (13,055) | $ (25,202) | $ (24,285) | $ (50,904) | $ (33,350) | ||||
Loss before income taxes | (44,520) | (18,753) | (65,093) | (29,400) | (74,362) | (35,784) | ||||
Net income (loss) attributable to common shareholders | (44,520) | (18,753) | (65,093) | (29,400) | (74,362) | (35,784) | ||||
Deferred revenue | 8,394 | 8,394 | 7,820 | 5,162 | ||||||
Current liabilities | 131,767 | 131,767 | 57,398 | 55,575 | ||||||
Total liabilities | 160,449 | 160,449 | 105,119 | 61,892 | ||||||
Accumulated deficit | (416,932) | (416,932) | (351,839) | (277,477) | ||||||
Total stockholders' deficit | (222,089) | (173,026) | $ (141,542) | |||||||
Deferred revenue | 961 | 710 | 3,950 | 2,083 | ||||||
Cash Flows from operating activities | (20,622) | (15,452) | (28,037) | (23,930) | ||||||
Southern Airways Corporation | ||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||
Revenues | 36,355 | $ 24,636 | 80,716 | 57,679 | ||||||
Operating income (loss) | (1,286) | (1,278) | (3,154) | (1,797) | 9,035 | (4,012) | 11,760 | |||
Loss before income taxes | (1,736) | (1,628) | (4,098) | (2,331) | 8,716 | (5,557) | 11,100 | |||
Net income (loss) including noncontrolling interest | (2,337) | 8,387 | (5,148) | 10,660 | ||||||
Net income (loss) attributable to common shareholders | (1,738) | (1,629) | (3,904) | (2,337) | 8,387 | (4,471) | 10,660 | |||
Deferred revenue | 7,570 | 6,719 | 7,570 | 6,719 | 6,260 | 4,513 | ||||
Current liabilities | 29,400 | 19,320 | 29,400 | 19,320 | 27,510 | 11,917 | ||||
Total liabilities | 65,439 | 50,603 | 65,439 | 50,603 | 65,989 | 22,795 | ||||
Accumulated deficit | (14,483) | (8,444) | (14,483) | (8,444) | (10,579) | (6,108) | ||||
Total stockholders' deficit | $ (4,518) | 1,127 | (4,518) | 1,127 | (1,398) | 2,360 | $ (3,658) | $ 1,652 | $ (8,620) | |
Deferred revenue | 1,311 | 2,079 | 2,612 | 1,619 | 1,892 | |||||
Cash Flows from operating activities | $ (1,933) | 427 | 10,979 | 1,789 | 11,025 | |||||
Southern Airways Corporation | Previously Reported | ||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||
Revenues | 36,521 | 24,645 | 80,963 | 57,794 | ||||||
Operating income (loss) | (1,631) | 9,044 | (3,765) | 11,875 | ||||||
Loss before income taxes | (2,165) | 8,725 | (5,310) | 11,215 | ||||||
Net income (loss) including noncontrolling interest | (2,171) | 8,396 | (4,901) | 10,775 | ||||||
Net income (loss) attributable to common shareholders | (2,171) | 8,396 | (4,224) | 10,775 | ||||||
Deferred revenue | 5,945 | 5,945 | 5,404 | 3,904 | ||||||
Current liabilities | 18,546 | 18,546 | 26,654 | 11,308 | ||||||
Total liabilities | 49,829 | 49,829 | 65,133 | 22,186 | ||||||
Accumulated deficit | (7,670) | (7,670) | (9,723) | (5,499) | ||||||
Total stockholders' deficit | (542) | 2,969 | ||||||||
Deferred revenue | 1,913 | 2,603 | 1,372 | 1,777 | ||||||
Cash Flows from operating activities | 427 | 10,979 | 1,789 | 11,025 | ||||||
Southern Airways Corporation | Revision of Prior Period, Adjustment | ||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||
Revenues | (166) | (9) | (247) | (115) | ||||||
Operating income (loss) | (166) | (9) | (247) | (115) | ||||||
Loss before income taxes | (166) | (9) | (247) | (115) | ||||||
Net income (loss) including noncontrolling interest | (166) | (9) | (247) | (115) | ||||||
Net income (loss) attributable to common shareholders | (166) | (9) | (247) | (115) | ||||||
Deferred revenue | 774 | 774 | 856 | 609 | ||||||
Current liabilities | 774 | 774 | 856 | 609 | ||||||
Total liabilities | 774 | 774 | 856 | 609 | ||||||
Accumulated deficit | $ (774) | (774) | (856) | (609) | ||||||
Total stockholders' deficit | (856) | (609) | ||||||||
Deferred revenue | 166 | 9 | 247 | 115 | ||||||
Cash Flows from operating activities | $ 0 | $ 0 | $ 0 | $ 0 |
Description of Business - Addit
Description of Business - Additional Information (Details) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||
Jul. 27, 2023 USD ($) | Jul. 21, 2023 | Mar. 31, 2023 USD ($) | Jun. 30, 2023 USD ($) | Mar. 31, 2023 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2019 USD ($) | Dec. 31, 2021 USD ($) | May 15, 2018 USD ($) | |
Description of Business [Line Items] | ||||||||||||
Unpaid federal excise taxes, including penalties and interest | $ 1,900,000 | |||||||||||
Excise and property taxes payables | $ 6,701,000 | $ 6,701,000 | $ 6,446,000 | $ 3,768,000 | ||||||||
Total outstanding property tax liability including penalties and interest | 2,100,000 | 2,100,000 | 1,700,000 | 1,400,000 | ||||||||
Amount of property tax, interest and penalties related to lien | 200,000 | 200,000 | ||||||||||
Principal Amount Outstanding On Future Equity with Token allocation Note | 500,000 | 5,000,000 | ||||||||||
Past due rental and maintenance payments under aircraft leases | $ 5,000,000 | |||||||||||
Repayment of past due rental and maintenance at contingent capital contribution | 1,000,000 | 1,000,000 | 1,000,000 | |||||||||
Proceeds from convertible notes | $ 4,000,000 | 4,000,000 | ||||||||||
Exchange of common stock, value | 202,000 | $ 300,000 | 202,000 | 385,000 | 130,000 | |||||||
Accumulated deficit | (416,932,000) | (416,932,000) | (351,839,000) | (277,477,000) | ||||||||
Proceeds form business license fees paid | $ 200,000 | |||||||||||
2020 Twenty Convertible Note | ||||||||||||
Description of Business [Line Items] | ||||||||||||
Outstanding principal | 600,000 | |||||||||||
SAFE Notes | ||||||||||||
Description of Business [Line Items] | ||||||||||||
Outstanding principal | 500,000 | |||||||||||
Subsequent Event | ||||||||||||
Description of Business [Line Items] | ||||||||||||
Shares conversion ratio | 22.4 | |||||||||||
Amount of property tax, interest and penalties related to lien | $ 200,000 | |||||||||||
Subsequent Event | SAFE Notes | ||||||||||||
Description of Business [Line Items] | ||||||||||||
Outstanding principal | $ 56,437,414 | |||||||||||
Subsequent Event | Convertible Note Purchase Agreement | ||||||||||||
Description of Business [Line Items] | ||||||||||||
Proceeds from convertible notes | 8,000,000 | |||||||||||
Subsequent Event | GEM Purchase Agreement | ||||||||||||
Description of Business [Line Items] | ||||||||||||
Exchange of common stock, value | $ 25,000,000 | |||||||||||
Minimum | ||||||||||||
Description of Business [Line Items] | ||||||||||||
Capital contribution contingent past due rental and maintenance repayment | 30,000,000 | 30,000,000 | 30,000,000 | |||||||||
Capital contribution contingent past due rental and maintenance full repayment | 50,000,000 | 50,000,000 | 50,000,000 | |||||||||
Accrued Expenses | ||||||||||||
Description of Business [Line Items] | ||||||||||||
Excise and property taxes payables | 6,600,000 | 6,600,000 | 5,800,000 | |||||||||
Southern Airways Corporation | ||||||||||||
Description of Business [Line Items] | ||||||||||||
Exchange of common stock, value | 1,104,000 | 1,104,000 | 1,290,000 | |||||||||
Outstanding principal | 22,182,000 | 22,182,000 | 24,445,000 | 4,015,000 | ||||||||
Cash | 1,000,000 | 1,000,000 | 1,400,000 | |||||||||
Accumulated deficit | $ (14,483,000) | $ (8,444,000) | $ (14,483,000) | $ (8,444,000) | $ (10,579,000) | (6,108,000) | ||||||
Southern Airways Corporation | Error Corrections | ||||||||||||
Description of Business [Line Items] | ||||||||||||
Accumulated deficit | $ 494,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Additional Information) (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||
Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) Number | Dec. 31, 2021 USD ($) Number | Mar. 31, 2023 USD ($) | Mar. 31, 2022 USD ($) | Jan. 01, 2022 USD ($) | Dec. 31, 2020 USD ($) | |
Accounting Policies [Line Items] | ||||||||||
Revenue recognized | $ 2,200 | $ 800 | $ 4,600 | $ 2,200 | ||||||
Long term performance obligations for contractually committed revenues | 2,100 | 2,100 | $ 1,800 | |||||||
Restricted cash | 800 | $ 900 | ||||||||
Accounts receivable net of allowance for doubtful accounts | 10 | 200 | ||||||||
Impairment charges | 0 | 0 | ||||||||
Revenue | 2,000 | 1,900 | ||||||||
Advertising costs | 0 | 0 | ||||||||
Accumulated deficit | (416,932) | (416,932) | $ (351,839) | $ (277,477) | ||||||
Number of individual customer accounted | Number | 0 | 0 | ||||||||
Percentage of Company Revenues | 10% | |||||||||
Deferred revenue revenue recognized | $ 3,900 | $ 2,400 | ||||||||
Other long-term debt | 1,800 | |||||||||
Operating lease right-of-use asset | 800 | |||||||||
Finance lease, right-of-use asset, after accumulated amortization | 800 | |||||||||
AYCF memberships | ||||||||||
Accounting Policies [Line Items] | ||||||||||
Revenue | 2,300 | 2,900 | ||||||||
Charter Flights | ||||||||||
Accounting Policies [Line Items] | ||||||||||
Revenue | 6,100 | 15,700 | ||||||||
Scheduled Flights | ||||||||||
Accounting Policies [Line Items] | ||||||||||
Revenue | 300 | 200 | ||||||||
Fair Value, Recurring | ||||||||||
Accounting Policies [Line Items] | ||||||||||
Other long-term debt | 0 | 0 | ||||||||
Southern Airways Corporation | ||||||||||
Accounting Policies [Line Items] | ||||||||||
Deferred revenue | 7,570 | 6,719 | 7,570 | 6,719 | 6,260 | 4,513 | $ 7,251 | $ 5,534 | $ 2,621 | |
Revenue recognized | (10,243) | (11,274) | (20,933) | (20,038) | (44,236) | (29,020) | ||||
Accounts receivable net of allowance for doubtful accounts | 0 | 0 | ||||||||
Advertising costs | 582 | 714 | ||||||||
Cash equivalents | $ 0 | 0 | ||||||||
Percentage of borrowing limit of eligible accounts receivable | 90% | |||||||||
Accounts receivable maximum unsettled amount | $ 2 | |||||||||
Assets, fair value disclosure | $ 0 | 0 | ||||||||
Threshold percentage of uncertian tax position recognized on settlement with tax authority | 50% | |||||||||
Impairment, long- lived asset, held-for-use | $ 0 | 0 | ||||||||
Accumulated deficit | (14,483) | $ (8,444) | (14,483) | $ (8,444) | (10,579) | $ (6,108) | ||||
Finance lease, right-of-use asset, after accumulated amortization | $ 1,301 | $ 1,301 | 1,546 | $ 2,000 | ||||||
Southern Airways Corporation | Essential Air Services and Per-Flight Subsidy Revenue from CNMI | ||||||||||
Accounting Policies [Line Items] | ||||||||||
Deferred revenue | $ 6,500 | |||||||||
Revenue, performance obligation, description of timing | 2-4 years | |||||||||
Southern Airways Corporation | US DOT | Customer Concentration Risk | Accounts Receivable | ||||||||||
Accounting Policies [Line Items] | ||||||||||
Concentration risk, percentage | 86% | 75% | 70% | |||||||
Southern Airways Corporation | Minimum | Trade name | ||||||||||
Accounting Policies [Line Items] | ||||||||||
Useful life of finite-lived intangible assets | 1 year | |||||||||
Southern Airways Corporation | Maximum | Trade name | ||||||||||
Accounting Policies [Line Items] | ||||||||||
Useful life of finite-lived intangible assets | 4 years | |||||||||
Southern Airways Corporation | American Rescue Plan Act Fund | ||||||||||
Accounting Policies [Line Items] | ||||||||||
Government assistance, amount | $ 1,500 | |||||||||
Southern Airways Corporation | Error Corrections | ||||||||||
Accounting Policies [Line Items] | ||||||||||
Accumulated deficit | $ 494 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Estimated Useful Lives of Property and Equipment (Details) | Dec. 31, 2022 |
Furniture and fixtures | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Equipment and vehicle | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Equipment and vehicle | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Internal use software | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Leasehold improvements | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Summary of Disaggregated Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue Recognition [Line Items] | ||||||
Revenue | $ 6,195 | $ 4,478 | $ 11,702 | $ 9,296 | $ 20,274 | $ 11,798 |
On Demand | ||||||
Revenue Recognition [Line Items] | ||||||
Revenue | 5,147 | 3,270 | 9,822 | 6,827 | 15,950 | 6,445 |
Scheduled | ||||||
Revenue Recognition [Line Items] | ||||||
Revenue | $ 1,048 | $ 1,208 | $ 1,880 | $ 2,469 | $ 4,324 | $ 5,353 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Schedule of Significant Unobservable Inputs Used in Valuation Models (Details) - Level 3 | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Public Listing Probability | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Alternative input | 0.90 | 0.50 | |
SPAC probability | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Alternative input | 0.08 | ||
Lack of Marketability | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Alternative input | 0.32 | 0.32 | 0.32 |
Discount Rates Used in the Sale Scenario for Debt Instruments | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Alternative input | 0 | 0.70 | |
Discount Rates Used in the Sale Scenario for Debt Instruments | Minimum | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Alternative input | 0.35 | ||
Discount Rates Used in the Sale Scenario for Debt Instruments | Maximum | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Alternative input | 0.40 | ||
Discount Rates Used in the Public Listing Scenario | Minimum | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Alternative input | 0.20 | 0.20 | |
Discount Rates Used in the Public Listing Scenario | Maximum | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Alternative input | 0.30 | 0.30 | |
Discount Rate Used In SPAC Scenario | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Alternative input | 0.30 | ||
Probability Weighted Volatility | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Alternative input | 0.76 | 1.47 | 1.44 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Summary of Company's Financial Liabilities Measured at Fair Value on Recurring Basis (Details) - Fair Value, Recurring - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Total financial liabilities | $ 103,359 | $ 56,824 | $ 12,144 |
Convertible Notes at Fair Value | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Total financial liabilities | 35,106 | 29,096 | 11,681 |
Preferred Shares Warrant Liability | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Total financial liabilities | 11 | 51 | 9 |
SAFE Notes at Fair Value | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Total financial liabilities | 56,845 | 24,714 | 19 |
GEM Derivative Liability | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Total financial liabilities | 11,397 | 2,963 | 435 |
Level 3 | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Total financial liabilities | 103,359 | 56,824 | 12,144 |
Level 3 | Convertible Notes at Fair Value | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Total financial liabilities | 35,106 | 29,096 | 11,681 |
Level 3 | Preferred Shares Warrant Liability | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Total financial liabilities | 11 | 51 | 9 |
Level 3 | SAFE Notes at Fair Value | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Total financial liabilities | 56,845 | 24,714 | 19 |
Level 3 | GEM Derivative Liability | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Total financial liabilities | $ 11,397 | $ 2,963 | $ 435 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Schedule of Reconciliation of Activity and Changes in Fair Value for Company's Convertible Loans and Redeemable Convertible Preferred Stock Warrant Liability (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Convertible Notes at Fair Value | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Beginning Balance | $ 29,095 | $ 11,681 | $ 9,074 |
Issuance of convertible notes | 4,190 | 2,632 | |
Conversion of convertible notes to preferred shares | (10,257) | (353) | |
Conversion of PFG liability to convertible note | 11,197 | ||
Change in fair value | 6,045 | 12,284 | 328 |
Ending Balance | 29,095 | 11,681 | |
Preferred Shares Warrant Liability | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Beginning Balance | 51 | 9 | 35 |
Change in fair value | (40) | 42 | (26) |
Ending Balance | 51 | 9 | |
SAFE Notes at Fair Value | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Beginning Balance | 24,714 | 19 | 37 |
Issuance of convertible notes | 11,839 | ||
Change in fair value | 24,061 | 12,856 | (18) |
Ending Balance | 24,714 | 19 | |
GEM Derivative Liability | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Beginning Balance | 2,963 | 435 | 650 |
Change in fair value | $ 8,434 | 2,528 | (215) |
Ending Balance | $ 2,963 | $ 435 |
Summary of Significant Accou_10
Summary of Significant Accounting Policies - Schedule of Estimated Useful Lifes of Property, Plant and Equipment (Details) | Dec. 31, 2022 |
Furniture and fixtures | |
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 | 5 years |
Southern Airways Corporation | |
Property, Plant and Equipment [Line Items] | |
Property, Plant, and Equipment, Useful Life, Term, Description Extensible Enumeration | Useful Life, Shorter of Lease Term or Asset Utility |
Southern Airways Corporation | Aircraft | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 20 years |
Southern Airways Corporation | Rotable Spares | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 7 years |
Southern Airways Corporation | Office equipment, vehicles, and other | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Southern Airways Corporation | Ground Equipment | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 7 years |
Southern Airways Corporation | Furniture and fixtures | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 7 years |
Southern Airways Corporation | Minimum | Aircraft engines | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Southern Airways Corporation | Maximum | Aircraft engines | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 8 years |
Southern Airways Corporation | Maximum | Leasehold improvements | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 7 years |
Summary of Significant Accou_11
Summary of Significant Accounting Policies - Summary of Accounting Standards Update and Change in Accounting Principle (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Jan. 01, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Assets [Abstract] | ||||||||
Accounts receivable, net | $ 67 | $ 161 | $ 15 | |||||
Prepaid expenses and other current assets | 7,733 | 7,755 | 1,201 | |||||
Total current assets | 10,069 | 7,922 | 1,935 | |||||
Property and equipment, net | 701 | 624 | 703 | |||||
Operating lease right-of-use assets | 446 | 1,143 | 0 | |||||
Finance lease right-of-use assets | 800 | |||||||
Total assets | 14,781 | 13,697 | 7,558 | |||||
Current liabilities: | ||||||||
Accounts payable | 13,106 | 12,891 | 14,042 | |||||
Accrued salaries, wages and benefits | 1,666 | 1,486 | 476 | |||||
Deferred revenue | 8,394 | 7,820 | 5,162 | |||||
Operating lease liabilities | 317 | 903 | 0 | |||||
Total current liabilities | 131,767 | 57,398 | 55,575 | |||||
Noncurrent liabilities | ||||||||
Long-term operating lease liabilities | 135 | 246 | 0 | |||||
Due to related parties, net of current portion | 18,546 | 9,762 | 5,909 | |||||
Total liabilities | 160,449 | 105,119 | 61,892 | |||||
Commitments and contingencies (Note 19) | ||||||||
Redeemable Noncontrolling Interest, Equity, Carrying Amount [Abstract] | ||||||||
Redeemable convertible preferred shares | 133,667 | 130,667 | 118,692 | |||||
Stockholders' equity | ||||||||
Common stock | 279 | 186 | ||||||
Additional paid-in capital | 128,707 | 126,335 | ||||||
Accumulated deficit | (416,932) | (351,839) | (277,477) | |||||
Total stockholders' equity (deficit) | (222,089) | (173,026) | $ (141,542) | |||||
Total liabilities, redeemable convertible preferred shares and shareholders' deficit | 14,781 | 13,697 | 7,558 | |||||
Related Party | ||||||||
Current liabilities: | ||||||||
Other current liabilities | 12,699 | 4,947 | 90 | |||||
Southern Airways Corporation | ||||||||
Assets [Abstract] | ||||||||
Cash | 1,000 | 1,400 | ||||||
Accounts receivable, net | 4,530 | 3,931 | 3,174 | |||||
Prepaid expenses and other current assets | 4,825 | 5,545 | 2,509 | |||||
Total current assets | 10,422 | 10,878 | 11,393 | |||||
Property and equipment, net | 34,940 | 36,554 | 14,295 | |||||
Operating lease right-of-use assets | 13,476 | 15,149 | $ 11,200 | |||||
Finance lease right-of-use assets | 1,301 | 1,546 | 2,000 | |||||
Other assets | 3,446 | 3,283 | 3,091 | |||||
Total assets | 64,545 | 68,215 | 28,779 | |||||
Current liabilities: | ||||||||
Accounts payable | 6,013 | 4,644 | 1,754 | |||||
Accrued salaries, wages and benefits | 2,773 | 2,549 | 1,936 | |||||
Deferred revenue | 7,570 | 6,260 | $ 6,719 | 4,513 | ||||
Current maturities of long-term debt | 1,985 | 1,980 | 497 | |||||
Operating lease liabilities | 3,572 | 3,302 | ||||||
Finance lease liabilities | 142 | 134 | 129 | |||||
Other current liabilities | 4,555 | 5,516 | 2,072 | |||||
Total current liabilities | 29,400 | 27,510 | 19,320 | 11,917 | ||||
Noncurrent liabilities | ||||||||
Long-term debt, net of current maturities | 19,224 | 21,275 | 3,468 | |||||
Long-term operating lease liabilities | 7,188 | 8,452 | ||||||
Long-term finance lease liabilities | 1,750 | 1,838 | 1,974 | |||||
Due to related parties, net of current portion | 298 | 697 | 747 | |||||
Total noncurrent liabilities | 36,039 | 38,479 | 10,878 | |||||
Total liabilities | 65,439 | 65,989 | 50,603 | 22,795 | ||||
Commitments and contingencies (Note 19) | ||||||||
Redeemable Noncontrolling Interest, Equity, Carrying Amount [Abstract] | ||||||||
Redeemable convertible preferred shares | 3,624 | 3,624 | 3,624 | |||||
Stockholders' equity | ||||||||
Common stock | ||||||||
Additional paid-in capital | 9,965 | 9,858 | 8,468 | |||||
Accumulated deficit | (14,483) | (10,579) | (8,444) | (6,108) | ||||
Total stockholders' equity (deficit) | (4,518) | $ (3,658) | (1,398) | $ 1,127 | $ 1,652 | 2,360 | $ (8,620) | |
Total liabilities, redeemable convertible preferred shares and shareholders' deficit | 64,545 | 68,215 | 28,779 | |||||
Southern Airways Corporation | Accounting Standards Update 2016-02 | ||||||||
Assets [Abstract] | ||||||||
Cash | 5,710 | |||||||
Accounts receivable, net | 3,174 | |||||||
Prepaid expenses and other current assets | 2,509 | |||||||
Total current assets | 11,393 | |||||||
Property and equipment, net | 14,295 | |||||||
Operating lease right-of-use assets | 0 | |||||||
Finance lease right-of-use assets | 0 | |||||||
Other assets | 3,091 | |||||||
Total assets | 28,779 | |||||||
Current liabilities: | ||||||||
Accounts payable | 1,754 | |||||||
Accrued salaries, wages and benefits | 1,936 | |||||||
Deferred revenue | 4,513 | |||||||
Current maturities of long-term debt | 497 | |||||||
Current maturities of capital lease liabilities | 129 | |||||||
Operating lease liabilities | 0 | |||||||
Finance lease liabilities | 0 | |||||||
Current portion due to related parties | 1,016 | |||||||
Other current liabilities | 2,072 | |||||||
Total current liabilities | 11,917 | |||||||
Noncurrent liabilities | ||||||||
Long-term debt, net of current maturities | 3,468 | |||||||
Long-term capital lease obligations, net of current maturities | 1,974 | |||||||
Long-term operating lease liabilities | 0 | |||||||
Long-term finance lease liabilities | 0 | |||||||
Due to related parties, net of current portion | 747 | |||||||
Total noncurrent liabilities | 10,878 | |||||||
Total liabilities | 22,795 | |||||||
Commitments and contingencies (Note 19) | ||||||||
Redeemable Noncontrolling Interest, Equity, Carrying Amount [Abstract] | ||||||||
Redeemable convertible preferred shares | 3,624 | |||||||
Stockholders' equity | ||||||||
Common stock | 0 | |||||||
Additional paid-in capital | 8,468 | |||||||
Accumulated deficit | (6,108) | |||||||
Total stockholders' equity (deficit) | 2,360 | |||||||
Total liabilities, redeemable convertible preferred shares and shareholders' deficit | 28,779 | |||||||
Southern Airways Corporation | Accounting Standards Update 2016-02 | Cumulative Effect, Period of Adoption, Adjustment | ||||||||
Assets [Abstract] | ||||||||
Cash | 0 | |||||||
Accounts receivable, net | 0 | |||||||
Prepaid expenses and other current assets | 0 | |||||||
Total current assets | 0 | |||||||
Property and equipment, net | (2,054) | |||||||
Operating lease right-of-use assets | 11,174 | |||||||
Finance lease right-of-use assets | 2,054 | |||||||
Other assets | 0 | |||||||
Total assets | 11,174 | |||||||
Current liabilities: | ||||||||
Accounts payable | 0 | |||||||
Accrued salaries, wages and benefits | 0 | |||||||
Deferred revenue | 0 | |||||||
Current maturities of long-term debt | 0 | |||||||
Current maturities of capital lease liabilities | (129) | |||||||
Operating lease liabilities | 1,635 | |||||||
Finance lease liabilities | 129 | |||||||
Current portion due to related parties | 1,819 | |||||||
Other current liabilities | (9) | |||||||
Total current liabilities | 3,445 | |||||||
Noncurrent liabilities | ||||||||
Long-term debt, net of current maturities | 0 | |||||||
Long-term capital lease obligations, net of current maturities | (1,974) | |||||||
Long-term operating lease liabilities | 3,086 | |||||||
Long-term finance lease liabilities | 1,974 | |||||||
Due to related parties, net of current portion | (14) | |||||||
Total noncurrent liabilities | 7,729 | |||||||
Total liabilities | 11,174 | |||||||
Commitments and contingencies (Note 19) | ||||||||
Redeemable Noncontrolling Interest, Equity, Carrying Amount [Abstract] | ||||||||
Redeemable convertible preferred shares | 0 | |||||||
Stockholders' equity | ||||||||
Common stock | 0 | |||||||
Additional paid-in capital | 0 | |||||||
Accumulated deficit | 0 | |||||||
Total stockholders' equity (deficit) | 0 | |||||||
Total liabilities, redeemable convertible preferred shares and shareholders' deficit | 11,174 | |||||||
Southern Airways Corporation | Accounting Standards Update 2016-02 | Cumulative Effect, Period of Adoption, Adjusted Balance | ||||||||
Assets [Abstract] | ||||||||
Cash | 5,710 | |||||||
Accounts receivable, net | 3,174 | |||||||
Prepaid expenses and other current assets | 2,509 | |||||||
Total current assets | 11,393 | |||||||
Property and equipment, net | 12,241 | |||||||
Operating lease right-of-use assets | 11,174 | |||||||
Finance lease right-of-use assets | 2,054 | |||||||
Other assets | 3,091 | |||||||
Total assets | 39,953 | |||||||
Current liabilities: | ||||||||
Accounts payable | 1,754 | |||||||
Accrued salaries, wages and benefits | 1,936 | |||||||
Deferred revenue | 4,513 | |||||||
Current maturities of long-term debt | 497 | |||||||
Current maturities of capital lease liabilities | 0 | |||||||
Operating lease liabilities | 1,635 | |||||||
Finance lease liabilities | 129 | |||||||
Current portion due to related parties | 2,835 | |||||||
Other current liabilities | 2,063 | |||||||
Total current liabilities | 15,362 | |||||||
Noncurrent liabilities | ||||||||
Long-term debt, net of current maturities | 3,468 | |||||||
Long-term capital lease obligations, net of current maturities | 0 | |||||||
Long-term operating lease liabilities | 3,086 | |||||||
Long-term finance lease liabilities | 1,974 | |||||||
Due to related parties, net of current portion | 733 | |||||||
Total noncurrent liabilities | 18,607 | |||||||
Total liabilities | 33,969 | |||||||
Commitments and contingencies (Note 19) | ||||||||
Redeemable Noncontrolling Interest, Equity, Carrying Amount [Abstract] | ||||||||
Redeemable convertible preferred shares | 3,624 | |||||||
Stockholders' equity | ||||||||
Common stock | 0 | |||||||
Additional paid-in capital | 8,468 | |||||||
Accumulated deficit | (6,108) | |||||||
Total stockholders' equity (deficit) | 2,360 | |||||||
Total liabilities, redeemable convertible preferred shares and shareholders' deficit | 39,953 | |||||||
Southern Airways Corporation | Related Party | ||||||||
Current liabilities: | ||||||||
Operating lease liabilities | 1,772 | |||||||
Other current liabilities | 2,790 | 3,125 | 1,016 | |||||
Noncurrent liabilities | ||||||||
Long-term operating lease liabilities | 2,606 | |||||||
Due to related parties, net of current portion | $ 7,579 | $ 6,217 | 4,689 | |||||
Southern Airways Corporation | Related Party | Accounting Standards Update 2016-02 | ||||||||
Noncurrent liabilities | ||||||||
Due to related parties, net of current portion | $ 4,689 | |||||||
Southern Airways Corporation | Related Party | Accounting Standards Update 2016-02 | Cumulative Effect, Period of Adoption, Adjustment | ||||||||
Noncurrent liabilities | ||||||||
Due to related parties, net of current portion | 4,657 | |||||||
Southern Airways Corporation | Related Party | Accounting Standards Update 2016-02 | Cumulative Effect, Period of Adoption, Adjusted Balance | ||||||||
Noncurrent liabilities | ||||||||
Due to related parties, net of current portion | $ 9,346 |
Summary of Significant Accou_12
Summary of Significant Accounting Policies - Schedule of Revision on Company Previously Reported (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2020 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||
Operating income (loss) | $ (13,154) | $ (13,055) | $ (25,202) | $ (24,285) | $ (50,904) | $ (33,350) | ||||
Loss before income taxes | (44,520) | (18,753) | (65,093) | (29,400) | (74,362) | (35,784) | ||||
Net income (loss) attributable to common shareholders | (44,520) | (18,753) | (65,093) | (29,400) | (74,362) | (35,784) | ||||
Deferred revenue | 8,394 | 8,394 | 7,820 | 5,162 | ||||||
Current liabilities | 131,767 | 131,767 | 57,398 | 55,575 | ||||||
Total liabilities | 160,449 | 160,449 | 105,119 | 61,892 | ||||||
Accumulated deficit | (416,932) | (416,932) | (351,839) | (277,477) | ||||||
Total stockholders' equity (deficit) | (222,089) | (173,026) | $ (141,542) | |||||||
Cash Flows from operating activities | (20,622) | (15,452) | (28,037) | (23,930) | ||||||
Deferred revenue | 961 | 710 | 3,950 | 2,083 | ||||||
Southern Airways Corporation | ||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||
Revenues | 36,355 | $ 24,636 | 80,716 | 57,679 | ||||||
Operating income (loss) | (1,286) | (1,278) | (3,154) | (1,797) | 9,035 | (4,012) | 11,760 | |||
Loss before income taxes | (1,736) | (1,628) | (4,098) | (2,331) | 8,716 | (5,557) | 11,100 | |||
Net income (loss) including noncontrolling interest | (2,337) | 8,387 | (5,148) | 10,660 | ||||||
Net income (loss) attributable to common shareholders | (1,738) | (1,629) | (3,904) | (2,337) | 8,387 | (4,471) | 10,660 | |||
Deferred revenue | 7,570 | 6,719 | 7,570 | 6,719 | 6,260 | 4,513 | ||||
Current liabilities | 29,400 | 19,320 | 29,400 | 19,320 | 27,510 | 11,917 | ||||
Total liabilities | 65,439 | 50,603 | 65,439 | 50,603 | 65,989 | 22,795 | ||||
Accumulated deficit | (14,483) | (8,444) | (14,483) | (8,444) | (10,579) | (6,108) | ||||
Total stockholders' equity (deficit) | $ (4,518) | 1,127 | (4,518) | 1,127 | (1,398) | 2,360 | $ (3,658) | $ 1,652 | $ (8,620) | |
Cash Flows from operating activities | (1,933) | 427 | 10,979 | 1,789 | 11,025 | |||||
Deferred revenue | $ 1,311 | 2,079 | 2,612 | 1,619 | 1,892 | |||||
Southern Airways Corporation | Previously Reported | ||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||
Revenues | 36,521 | 24,645 | 80,963 | 57,794 | ||||||
Operating income (loss) | (1,631) | 9,044 | (3,765) | 11,875 | ||||||
Loss before income taxes | (2,165) | 8,725 | (5,310) | 11,215 | ||||||
Net income (loss) including noncontrolling interest | (2,171) | 8,396 | (4,901) | 10,775 | ||||||
Net income (loss) attributable to common shareholders | (2,171) | 8,396 | (4,224) | 10,775 | ||||||
Deferred revenue | 5,945 | 5,945 | 5,404 | 3,904 | ||||||
Current liabilities | 18,546 | 18,546 | 26,654 | 11,308 | ||||||
Total liabilities | 49,829 | 49,829 | 65,133 | 22,186 | ||||||
Accumulated deficit | (7,670) | (7,670) | (9,723) | (5,499) | ||||||
Total stockholders' equity (deficit) | (542) | 2,969 | ||||||||
Cash Flows from operating activities | 427 | 10,979 | 1,789 | 11,025 | ||||||
Deferred revenue | 1,913 | 2,603 | 1,372 | 1,777 | ||||||
Southern Airways Corporation | Revision of Prior Period, Adjustment | ||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||
Revenues | (166) | (9) | (247) | (115) | ||||||
Operating income (loss) | (166) | (9) | (247) | (115) | ||||||
Loss before income taxes | (166) | (9) | (247) | (115) | ||||||
Net income (loss) including noncontrolling interest | (166) | (9) | (247) | (115) | ||||||
Net income (loss) attributable to common shareholders | (166) | (9) | (247) | (115) | ||||||
Deferred revenue | 774 | 774 | 856 | 609 | ||||||
Current liabilities | 774 | 774 | 856 | 609 | ||||||
Total liabilities | 774 | 774 | 856 | 609 | ||||||
Accumulated deficit | $ (774) | (774) | (856) | (609) | ||||||
Total stockholders' equity (deficit) | (856) | (609) | ||||||||
Cash Flows from operating activities | 0 | 0 | 0 | 0 | ||||||
Deferred revenue | $ 166 | $ 9 | $ 247 | $ 115 |
Accrued Expenses - Summary of A
Accrued Expenses - Summary of Accrued Expenses (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | |||
Accrued compensation and benefits | $ 1,666 | $ 1,486 | $ 476 |
Excise and property taxes payables | 6,701 | 6,446 | 3,768 |
Interest and commitment fee payable | 393 | 64 | 3,257 |
Reserve for settlement for non-accredited investors | 185 | 282 | 872 |
Accrued Monarch legal settlement | 1,314 | 1,314 | 1,314 |
Accrued professional services | 4,121 | 3,555 | 2,392 |
Other accrued liabilities | 921 | 1,593 | 1,120 |
Total accrued expenses | $ 15,301 | $ 14,740 | $ 13,199 |
Financing Arrangements - Additi
Financing Arrangements - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended | |||||||||||||||||
Jun. 15, 2023 | Jan. 31, 2023 | Oct. 01, 2022 | Sep. 12, 2022 | Jun. 30, 2022 | May 17, 2022 | May 12, 2022 | Feb. 15, 2022 | Mar. 24, 2021 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | May 15, 2022 | Jan. 17, 2022 | Dec. 31, 2021 | Sep. 30, 2020 | May 01, 2020 | Dec. 31, 2018 | Dec. 31, 2017 | |
Debt Instrument [Line Items] | |||||||||||||||||||
Maturity date | Jan. 31, 2025 | ||||||||||||||||||
Fair value of convertible notes | $ 9,500 | $ 35,106 | $ 29,096 | $ 11,681 | |||||||||||||||
Debt instrument face value | 15,000 | ||||||||||||||||||
Proceeds from convertible notes | $ 4,000 | 4,000 | |||||||||||||||||
Other long term debt | 1,800 | ||||||||||||||||||
Long term debt fair value disclosure | $ 56,845 | 24,714 | |||||||||||||||||
SAFE Notes | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Common stock discount percenatge | 20% | ||||||||||||||||||
Maturity date | May 17, 2024 | ||||||||||||||||||
Fair value of convertible notes | $ 20,600 | 10,800 | |||||||||||||||||
Long term debt fair value disclosure | $ 10,001 | $ 24,565 | |||||||||||||||||
SAFE Notes | Third Party Investor | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Common stock discount percenatge | 20% | ||||||||||||||||||
Maturity date | Sep. 12, 2024 | ||||||||||||||||||
Fair value of convertible notes | $ 70 | ||||||||||||||||||
Forward contract indexed toequity settlement share fair value | $ 100 | ||||||||||||||||||
Safe T Notes | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Fair value of convertible notes | $ 100 | 20 | |||||||||||||||||
Class B-2 Redeemable Convertible Preferred Shares | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Preferred stock convertible, conversion price | $ 1.7068 | ||||||||||||||||||
Class B-5 Redeemable Convertible Preferred Shares | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Preferred stock convertible, conversion price | 0.38 | ||||||||||||||||||
Class B-6a Redeemable Convertible Preferred Shares | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Preferred stock convertible, conversion price | $ 0.5295 | ||||||||||||||||||
2020 Convertible Note | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Debt instrument face value | $ 500 | ||||||||||||||||||
2020 Convertible Note | Amendment Agreement One | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Debt instrument face value | $ 600 | ||||||||||||||||||
Long term debt fixed interest rate percentage | 6.25% | ||||||||||||||||||
Debt instrument maturity date range start one | May 01, 2023 | ||||||||||||||||||
2020 Convertible Note | Amendment Agreement One | Minimum | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Long term debt term | 36 months | ||||||||||||||||||
2020 Convertible Note | Amendment Agreement Two | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Monthly payment | $ 5 | ||||||||||||||||||
Fair value of convertible notes | $ 700 | 400 | |||||||||||||||||
Debt instrument face value | $ 600 | 600 | |||||||||||||||||
Convertible note carrying amount including accrued interest | 700 | ||||||||||||||||||
2021 Convertible Note | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Fair value of convertible notes | 2,600 | ||||||||||||||||||
Debt instrument face value | 4,500 | ||||||||||||||||||
Long term debt fixed interest rate percentage | 8.25% | ||||||||||||||||||
Proceeds from convertible notes | $ 1,000 | ||||||||||||||||||
2021 Convertible Note | Class B-6a Redeemable Convertible Preferred Shares | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Conversion of convertible notes to convertible preferred shares, (in Shares) | 17,373,521 | ||||||||||||||||||
Conversion of convertible notes to convertible preferred shares | $ 4,500 | ||||||||||||||||||
2022 Convertible Notes | Aperitus Limited | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Debt instrument face value | $ 3,000 | ||||||||||||||||||
Long term debt maturity date | Dec. 31, 2022 | ||||||||||||||||||
Long term debt fixed interest rate percentage | 8.25% | ||||||||||||||||||
2022 Convertible Notes | Vechery Trust | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Debt instrument face value | $ 1,000 | ||||||||||||||||||
Long term debt fixed interest rate percentage | 8.25% | ||||||||||||||||||
2022 Convertible Notes | Class B-6a Redeemable Convertible Preferred Shares | Aperitus Limited | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Conversion of convertible notes to convertible preferred shares, (in Shares) | 11,565,581 | ||||||||||||||||||
Conversion of convertible notes to convertible preferred shares | $ 3,000 | ||||||||||||||||||
2022 Convertible Notes | Class B-6a Redeemable Convertible Preferred Shares | Vechery Trust | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Conversion of convertible notes to convertible preferred shares, (in Shares) | 2,832,860 | ||||||||||||||||||
Conversion of convertible notes to convertible preferred shares | $ 1,000 | ||||||||||||||||||
2017 Convertible Term Notes | SAFE Notes | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Fair value of convertible notes | 2,300 | ||||||||||||||||||
Debt converted from one from one form to another | $ 15,200 | ||||||||||||||||||
Other long term debt | 11,800 | ||||||||||||||||||
Long term debt fair value disclosure | $ 13,100 | ||||||||||||||||||
2017 Convertible Notes | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Fair value of convertible notes | 15,200 | 8,700 | |||||||||||||||||
Debt instrument face value | $ 3,850 | 4,850 | $ 6,600 | $ 6,600 | |||||||||||||||
Preferred stock convertible, percentage | 70 | 70 | |||||||||||||||||
Percentage of accrued interest at conversion | 22% | ||||||||||||||||||
Convertible debt conversion interest rate | 8% | ||||||||||||||||||
Gross proceeds from convertible notes | $ 60,000 | ||||||||||||||||||
Long term debt maturity date | May 31, 2023 | ||||||||||||||||||
Convertible debt including interest at carrying value | $ 10,700 | 11,000 | |||||||||||||||||
2017 Convertible Notes | Class B-2 Redeemable Convertible Preferred Shares | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Preferred stock convertible, conversion price | $ 1.1533 | $ 1.1533 | |||||||||||||||||
2017 Convertible Notes | Class B-5 and B-6 Redeemable Convertible Preferred Shares | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Percentage of accrued interest at conversion | 22% | 22% | |||||||||||||||||
Preferred stock convertible, conversion price | $ 0.38 | $ 0.38 | |||||||||||||||||
Number of preferred shares received upon conversion granted percentage | 10% | 10% | |||||||||||||||||
2017 Convertible Notes | Class B-5 Redeemable Convertible Preferred Shares | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Conversion of convertible notes to convertible preferred shares, (in Shares) | 6,215,365 | 3,649,587 | |||||||||||||||||
Conversion of convertible notes to convertible preferred shares | $ 2,400 | $ 1,400 | |||||||||||||||||
Debt instrument conversion price per share | $ 0.38 | $ 0.38 | |||||||||||||||||
LamJam | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Amounts of transaction | 6,900 | ||||||||||||||||||
Amount funded through cancellation of promissory note | 3,470 | ||||||||||||||||||
Proceeds from issuance of common stock | $ 3,470 | ||||||||||||||||||
Common stock discount percenatge | 20% | ||||||||||||||||||
Maturity date | Jun. 15, 2025 | ||||||||||||||||||
Fair value of convertible notes | $ 9,500 | ||||||||||||||||||
LamJam | SAFE Notes | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Long term debt fair value disclosure | $ 9,520 | ||||||||||||||||||
Lam Ven | SAFE Notes | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Common stock discount percenatge | 20% | ||||||||||||||||||
Maturity date | May 17, 2024 | ||||||||||||||||||
Fair value of convertible notes | $ 5,400 | ||||||||||||||||||
Long term debt fair value disclosure | 10,302 | 5,403 | |||||||||||||||||
Forward contract indexed toequity settlement share fair value | $ 7,500 | ||||||||||||||||||
Adjustment to additional paid in capital equity component of convertible debt | $ 4,800 | ||||||||||||||||||
Lam Ven | 2022 Convertible Notes | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Debt instrument face value | $ 1,300 | ||||||||||||||||||
Conversion of convertible notes to convertible preferred shares, (in Shares) | 4,940,258 | ||||||||||||||||||
Long term debt fixed interest rate percentage | 8.25% | ||||||||||||||||||
Lam Ven | 2017 Convertible Notes | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Fair value of convertible notes | 11,900 | $ 13,800 | |||||||||||||||||
Debt instrument face value | 3,500 | $ 3,500 | $ 3,500 | $ 3,500 | |||||||||||||||
Gross proceeds from convertible notes | 60,000 | ||||||||||||||||||
Park Lane | SAFE Notes | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Common stock discount percenatge | 20% | ||||||||||||||||||
Maturity date | May 17, 2024 | ||||||||||||||||||
Fair value of convertible notes | $ 5,400 | ||||||||||||||||||
Long term debt fair value disclosure | 10,302 | 5,403 | |||||||||||||||||
Forward contract indexed toequity settlement share fair value | $ 7,500 | ||||||||||||||||||
Adjustment to additional paid in capital equity component of convertible debt | 4,900 | ||||||||||||||||||
iHeart Media | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Amounts of transaction | $ 100 | ||||||||||||||||||
iHeart Media | SAFE Notes | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Common stock discount percenatge | 20% | ||||||||||||||||||
Maturity date | May 17, 2024 | ||||||||||||||||||
Fair value of convertible notes | $ 7,200 | ||||||||||||||||||
Long term debt fair value disclosure | $ 13,736 | $ 7,203 | |||||||||||||||||
Forward contract indexed toequity settlement share fair value | $ 10,000 | ||||||||||||||||||
Palantir Technologies Inc | SAFE Notes | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Common stock discount percenatge | 20% | ||||||||||||||||||
Maturity date | Jun. 30, 2024 | ||||||||||||||||||
Fair value of convertible notes | $ 6,500 | ||||||||||||||||||
Forward contract indexed toequity settlement share fair value | $ 9,000 | $ 9,000 | |||||||||||||||||
2020 Convertible Note | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Percentage of compound interest rate per annum | 6.25% | ||||||||||||||||||
Monthly payment | $ 5 | ||||||||||||||||||
Fair value of convertible notes | $ 555 | $ 706 | $ 408 | ||||||||||||||||
Common Stock | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Proceeds from issuance of common stock | $ 300 | ||||||||||||||||||
Common stock discount percenatge | 20% | ||||||||||||||||||
Fair value of convertible notes | $ 300 | ||||||||||||||||||
Common Stock | 2017 Convertible Term Notes | SAFE Notes | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Common stock discount percenatge | 20% | ||||||||||||||||||
Common Stock | 2017 Convertible Notes | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Preferred stock convertible, conversion price | $ 1.1533 | $ 1.1533 | |||||||||||||||||
IPO | SAFE Notes | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Common stock discount percenatge | 35% | ||||||||||||||||||
IPO | SAFE Notes | Third Party Investor | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Common stock discount percenatge | 35% | ||||||||||||||||||
IPO | 2017 Convertible Notes | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Preferred stock convertible, conversion price | $ 1.1533 | $ 1.1533 | |||||||||||||||||
IPO | LamJam | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Common stock discount percenatge | 35% | ||||||||||||||||||
IPO | Lam Ven | SAFE Notes | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Common stock discount percenatge | 35% | ||||||||||||||||||
IPO | Park Lane | SAFE Notes | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Common stock discount percenatge | 35% | ||||||||||||||||||
IPO | iHeart Media | SAFE Notes | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Common stock discount percenatge | 35% | ||||||||||||||||||
IPO | Palantir Technologies Inc | SAFE Notes | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Common stock discount percenatge | 35% | ||||||||||||||||||
IPO | Common Stock | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Common stock discount percenatge | 35% | ||||||||||||||||||
IPO | Common Stock | 2017 Convertible Term Notes | SAFE Notes | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Common stock discount percenatge | 35% |
Financing Arrangements - Summar
Financing Arrangements - Summary of Fair Value of Convertible Notes (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Jun. 15, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||||
Fair value of convertible notes | $ 35,106 | $ 9,500 | $ 29,096 | $ 11,681 |
2017 Convertible Notes | ||||
Debt Instrument [Line Items] | ||||
Fair value of convertible notes | 13,243 | 15,242 | 8,716 | |
2020 Convertible Note | ||||
Debt Instrument [Line Items] | ||||
Fair value of convertible notes | 555 | 706 | 408 | |
2017 Convertible Term Note | ||||
Debt Instrument [Line Items] | ||||
Fair value of convertible notes | $ 21,308 | 13,148 | ||
2021 Convertible Notes | ||||
Debt Instrument [Line Items] | ||||
Fair value of convertible notes | 2,557 | |||
2018 Convertible Notes | ||||
Debt Instrument [Line Items] | ||||
Fair value of convertible notes | $ 13,148 | $ 0 |
Financing Arrangements - Summ_2
Financing Arrangements - Summary of Fair Value of Safe Notes (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Total | $ 56,845 | $ 24,714 |
SAFE Notes | ||
Debt Instrument [Line Items] | ||
Total | 10,001 | 24,565 |
Less: SAFE notes at fair value, current | (46,844) | (149) |
Lam Ven | SAFE Notes | ||
Debt Instrument [Line Items] | ||
Total | 10,302 | 5,403 |
LamJam | SAFE Notes | ||
Debt Instrument [Line Items] | ||
Total | 9,520 | |
Park Lane | SAFE Notes | ||
Debt Instrument [Line Items] | ||
Total | 10,302 | 5,403 |
iHeart Media | SAFE Notes | ||
Debt Instrument [Line Items] | ||
Total | 13,736 | 7,203 |
Palantir | SAFE Notes | ||
Debt Instrument [Line Items] | ||
Total | 12,362 | 6,484 |
Private Investor One | SAFE Notes | ||
Debt Instrument [Line Items] | ||
Total | 137 | 72 |
Private Investor Two | SAFE Notes | ||
Debt Instrument [Line Items] | ||
Total | 343 | |
SAFE-T | SAFE Notes | ||
Debt Instrument [Line Items] | ||
Total | $ 143 | $ 149 |
Business Combination - Addition
Business Combination - Additional Information (Details) - Southern Airways Corporation - USD ($) $ in Thousands | 12 Months Ended | ||||
Apr. 01, 2022 | Dec. 31, 2022 | Jun. 30, 2023 | Dec. 31, 2021 | Dec. 31, 2020 | |
Business Acquisition [Line Items] | |||||
Goodwill | $ 805 | $ 805 | |||
Air Choice One | |||||
Business Acquisition [Line Items] | |||||
Percentage of voting equity interests acquired | 100% | ||||
Payments to acquire | $ 4,100 | ||||
Amount of liabilities assumed at the acquisition date | 500 | ||||
Goodwill | 800 | 800 | $ 400 | ||
Business acquisition, goodwill, expected tax deductible amount | 0 | ||||
Business combination, provisional information, initial accounting incomplete, adjustment, deferred tax liabilities | 400 | ||||
Income tax benefiit on adjustment of business combination deferred tax liabilities | $ 400 | ||||
Aircrafts | Air Choice One | |||||
Business Acquisition [Line Items] | |||||
Amount of assets acquired at the acquisition date | 3,100 | ||||
Spare Aircraft Engine | Air Choice One | |||||
Business Acquisition [Line Items] | |||||
Amount of assets acquired at the acquisition date | 200 | ||||
Spare Parts Inventory | Air Choice One | |||||
Business Acquisition [Line Items] | |||||
Amount of assets acquired at the acquisition date | $ 500 |
Leases - Additional Information
Leases - Additional Information (Details) $ in Thousands | 12 Months Ended | |||
Jan. 01, 2022 USD ($) | Dec. 31, 2022 USD ($) Aircrafts | Dec. 31, 2021 USD ($) | Jun. 30, 2023 USD ($) | |
Lessee, Lease, Description [Line Items] | ||||
Operating lease right-of-use assets | $ 1,143 | $ 0 | $ 446 | |
Operating lease liability current | 903 | 0 | 317 | |
Operating lease future minimum payment due | 2,766 | |||
Finance lease right-of-use assets | 800 | |||
Operating Lease Commitement Aircraft | ||||
Lessee, Lease, Description [Line Items] | ||||
Operating lease rental expenses | 1,200 | |||
Lease rental expense | 1,900 | |||
Operating lease liability current | 700 | |||
Non Cancellable Aircraft and Non Aircraft Agreements | ||||
Lessee, Lease, Description [Line Items] | ||||
Operating lease costs | $ 1,700 | |||
Amortization of lease assets | 2,500 | |||
Operating lease weighted average discount rate | 7.50% | |||
Operating Lease Commitement Non Aircraft | ||||
Lessee, Lease, Description [Line Items] | ||||
Operating lease liability | 900 | |||
Operating lease future minimum payment due | $ 500 | |||
Accounting Standards Update 2016-02 | Non Cancellable Aircraft and Non Aircraft Agreements | ||||
Lessee, Lease, Description [Line Items] | ||||
Operating lease right-of-use assets | $ 800 | |||
Operating lease liability | 800 | |||
Surf Air Leased Aircraft Hangar Tie Down Space and Related Office Space | Operating Lease Commitement Non Aircraft | ||||
Lessee, Lease, Description [Line Items] | ||||
Operating lease rental expenses | $ 500 | |||
Lease rental expense | 600 | |||
Tahoe Terminal Lease | Operating Lease Commitement Non Aircraft | ||||
Lessee, Lease, Description [Line Items] | ||||
Operating lease month of expiry | 2023-07 | |||
Hawthorne Headquarters Office Lease | Operating Lease Commitement Non Aircraft | ||||
Lessee, Lease, Description [Line Items] | ||||
Operating lease month of expiry | 2025-01 | |||
Southern Airways Corporation | ||||
Lessee, Lease, Description [Line Items] | ||||
Operating lease right-of-use assets | 11,200 | $ 15,149 | 13,476 | |
Operating lease liability | 11,900 | 16,132 | 13,553 | |
Operating lease liability current | 3,302 | 3,572 | ||
Deferred rent credit derecognition | 700 | |||
Finance lease right-of-use assets | 2,000 | 1,546 | $ 1,301 | |
Finance lease, liability | $ 2,000 | $ 1,972 | 2,103 | |
Number of aircraft operated | Aircrafts | 27 | |||
Capital leased assets | 2,400 | |||
Accumulated amortization | 354 | |||
Southern Airways Corporation | Accounting Standards Update 2016-02 | ||||
Lessee, Lease, Description [Line Items] | ||||
Operating lease right-of-use assets | 0 | |||
Operating lease liability current | 0 | |||
Finance lease right-of-use assets | $ 0 | |||
Southern Airways Corporation | Minimum | ||||
Lessee, Lease, Description [Line Items] | ||||
Operating lease weighted average discount rate | 6.70% | |||
Lessee, finance lease, discount rate | 4.80% | |||
Lessee, operating lease, term of contract | 3 years | |||
Southern Airways Corporation | Maximum | ||||
Lessee, Lease, Description [Line Items] | ||||
Operating lease weighted average discount rate | 8.90% | |||
Lessee, finance lease, discount rate | 9.80% | |||
Lessee, operating lease, term of contract | 5 years |
Leases - Summary of Supplementa
Leases - Summary of Supplemental Information Related to the Operating Leases (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Assets | |||
Operating lease right-of-use assets | $ 446 | $ 1,143 | $ 0 |
Liabilities | |||
Lease liabilities (short-term) | 317 | 903 | 0 |
Lease liabilities (long-term) | $ 135 | 246 | $ 0 |
Total operating lease liabilities | $ 1,149 |
Leases - Summary of Future Mini
Leases - Summary of Future Minimum Payments Under Noncancelable Aircraft and Non-Aircraft Operating Lease Agreements (Details) $ in Thousands | Dec. 31, 2021 USD ($) |
Leases [Abstract] | |
2022 | $ 1,578 |
2023 | 940 |
2024 | 229 |
2025 | 19 |
2026 | |
Total | $ 2,766 |
Leases - Summary of Supplemen_2
Leases - Summary of Supplemental Balance Sheet Information Related to Operating Leases (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | Jan. 01, 2022 | Dec. 31, 2021 |
Assets | ||||
Operating lease right-of-use assets | $ 446 | $ 1,143 | $ 0 | |
Liabilities | ||||
Operating lease liabilities, current | 317 | 903 | 0 | |
Operating lease liabilities, non-current | 135 | 246 | 0 | |
Southern Airways Corporation | ||||
Assets | ||||
Operating lease right-of-use assets | 13,476 | 15,149 | $ 11,200 | |
Liabilities | ||||
Operating lease liabilities, current | 3,572 | 3,302 | ||
Operating lease liabilities, non-current | $ 7,188 | 8,452 | ||
Total lease liabilities | 16,132 | $ 11,900 | $ 13,553 | |
Southern Airways Corporation | Related Party | ||||
Liabilities | ||||
Operating lease liabilities, current | 1,772 | |||
Operating lease liabilities, non-current | $ 2,606 |
Leases - Summary of Operating L
Leases - Summary of Operating Leases Term and Discount Rate (Details) - Southern Airways Corporation | Dec. 31, 2022 |
Summary Of Operating Leases Term And Discount Rate [Line Items] | |
Weighted average remaining lease term | 3 years 4 months 24 days |
Weighted average discount rate | 8.45% |
Leases - Summary of Components
Leases - Summary of Components of Lease Cost (Details) - Southern Airways Corporation $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Lease Cost [Line Items] | |
Total lease cost | $ 10,928 |
Aircraft rent | |
Lease Cost [Line Items] | |
Operating lease costs | 4,483 |
Variable lease cost | 922 |
Engine reserves | 2,727 |
Airport-related and other operating expenses | |
Lease Cost [Line Items] | |
Operating lease costs | 380 |
Short-term lease cost | $ 2,416 |
Leases - Summary of Supplemen_3
Leases - Summary of Supplemental Cash Flow Information Related to Operating Leases (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Schedule Of Supplemental Cash Flow Information Related To Operating Leases [Line Items] | |||
Non-cash transactions — operating lease assets obtained in exchange for operating lease liabilities | $ 621 | $ 1,800 | |
Southern Airways Corporation | |||
Schedule Of Supplemental Cash Flow Information Related To Operating Leases [Line Items] | |||
Cash paid for operating lease liabilities | 5,217 | ||
Non-cash transactions — operating lease assets obtained in exchange for operating lease liabilities | $ 691 | $ 0 | $ 8,968 |
Leases - Summary of Maturity of
Leases - Summary of Maturity of Operating Lease Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Jan. 01, 2022 | Dec. 31, 2021 |
Total lease payment, undiscounted | $ 1,149 | ||
Southern Airways Corporation | |||
2023 / 2022 | 6,197 | $ 4,586 | |
2024 / 2023 | 5,265 | 4,374 | |
2025 / 2024 | 3,809 | 2,889 | |
2026 / 2025 | 2,351 | 1,239 | |
2027 / 2026 | 936 | 465 | |
Thereafter | 0 | ||
Total lease payment, undiscounted | 18,558 | ||
Less: imputed interest | 2,426 | ||
Total lease liabilities | $ 16,132 | $ 11,900 | $ 13,553 |
Leases - Summary of Supplemen_4
Leases - Summary of Supplemental Balance Sheet Information Related to Financing Leases (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | Jan. 01, 2022 | Dec. 31, 2021 |
Assets | ||||
Finance lease right-of-use assets | $ 800 | |||
Southern Airways Corporation | ||||
Assets | ||||
Finance lease right-of-use assets | $ 1,301 | 1,546 | $ 2,000 | |
Liabilities | ||||
Finance lease liabilities | 142 | 134 | $ 129 | |
Long-term finance lease liabilities | $ 1,750 | 1,838 | 1,974 | |
Total finance lease liabilities | $ 1,972 | $ 2,000 | $ 2,103 |
Leases - Summary of Financing L
Leases - Summary of Financing Leases Term and Discount Rate (Details) - Southern Airways Corporation | Dec. 31, 2022 |
Schedule Of Financing Leases Term And Discount Rate [Line Items] | |
Weighted average remaining lease term | 3 years 1 month 6 days |
Weighted average discount rate | 9.71% |
Leases - Summary of Supplemen_5
Leases - Summary of Supplemental Cash Flow Information Related to Financing Leases (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Southern Airways Corporation | |
Schedule Of Supplemental Cash Flow Information Related To Financing Leases [Line Items] | |
Cash paid for finance lease liabilities | $ 323 |
Leases - Summary of Maturities
Leases - Summary of Maturities of Finance and Capital Lease Liabilities (Details) - Southern Airways Corporation - USD ($) $ in Thousands | Dec. 31, 2022 | Jan. 01, 2022 | Dec. 31, 2021 |
Summary of Maturities of Finance and Capital Lease Liabilities [Line Items] | |||
2023 / 2022 | $ 323 | $ 323 | |
2024 / 2023 | 323 | 323 | |
2025 / 2024 | 312 | 323 | |
2026 / 2025 | 1,526 | 312 | |
2027 / 2026 | 0 | 1,526 | |
Total lease payment, undiscounted | 2,484 | 2,807 | |
Less: imputed interest | 512 | 704 | |
Total | $ 1,972 | $ 2,000 | $ 2,103 |
Joint Venture - Summary of Asse
Joint Venture - Summary of Asset and Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 |
ASSETS | ||||
Prepaid expenses and other current assets | $ 7,733 | $ 7,755 | $ 1,201 | |
Total current assets | 10,069 | 7,922 | 1,935 | |
Property and equipment, net | 701 | 624 | 703 | |
Total assets | 14,781 | 13,697 | 7,558 | |
Current liabilities | ||||
Accounts payable | 13,106 | 12,891 | 14,042 | |
Total current liabilities | 131,767 | 57,398 | 55,575 | |
Noncurrent liabilities | ||||
Total liabilities | 160,449 | 105,119 | 61,892 | |
Southern Airways Corporation | ||||
ASSETS | ||||
Cash | 1,000 | 1,400 | ||
Prepaid expenses and other current assets | 4,825 | 5,545 | 2,509 | |
Total current assets | 10,422 | 10,878 | 11,393 | |
Property and equipment, net | 34,940 | 36,554 | 14,295 | |
Other assets | 3,446 | 3,283 | 3,091 | |
Total assets | 64,545 | 68,215 | 28,779 | |
Current liabilities | ||||
Accounts payable | 6,013 | 4,644 | 1,754 | |
Total current liabilities | 29,400 | 27,510 | $ 19,320 | 11,917 |
Noncurrent liabilities | ||||
Total noncurrent liabilities | 36,039 | 38,479 | 10,878 | |
Total liabilities | $ 65,439 | 65,989 | $ 50,603 | $ 22,795 |
Southern Airways Corporation | Marianas | ||||
ASSETS | ||||
Cash | 8 | |||
Prepaid expenses and other current assets | 380 | |||
Total current assets | 388 | |||
Property and equipment, net | 337 | |||
Other assets | 6 | |||
Total assets | 731 | |||
Current liabilities | ||||
Accounts payable | 24 | |||
Due to MP Enterprises, LLC | 984 | |||
Accrued salaries wages and benefits | 42 | |||
Current deferred incentive income | 678 | |||
Total current liabilities | 1,728 | |||
Noncurrent liabilities | ||||
Noncurrent deferred incentive income | 357 | |||
Total noncurrent liabilities | 357 | |||
Total liabilities | $ 2,085 |
Joint Venture - Additional Info
Joint Venture - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||
Jul. 01, 2022 | Jun. 30, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Mar. 31, 2023 | Jun. 30, 2022 | May 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of Equity Method Investments [Line Items] | |||||||||
Assets, current | $ 10,069 | $ 7,922 | $ 1,935 | ||||||
Liabilities, current | 131,767 | 57,398 | 55,575 | ||||||
Payroll liabilities | 1,666 | 1,486 | 476 | ||||||
Southern Airways Corporation | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Contract with customer, liability | 7,570 | $ 5,534 | 6,260 | $ 7,251 | $ 6,719 | 4,513 | $ 2,621 | ||
Assets, current | 10,422 | 10,878 | 11,393 | ||||||
Liabilities, current | 29,400 | 27,510 | $ 19,320 | 11,917 | |||||
Payroll liabilities | 2,773 | 2,549 | $ 1,936 | ||||||
Southern Airways Corporation | Essential Air Services and Per-Flight Subsidy Revenue from CNMI | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Contract with customer, liability | 6,500 | ||||||||
Southern Airways Corporation | American Rescue Plan Act Fund | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Government assistance, amount | 1,500 | ||||||||
Southern Airways Corporation | Marianas | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Qualified Start-up costs recognized to other income | $ 483 | ||||||||
Deferred incentive income | 735 | $ 1,000 | |||||||
Current deferred incentive income | 678 | ||||||||
Noncurrent deferred incentive income | 57 | ||||||||
Assets, current | 388 | ||||||||
Liabilities, current | 1,728 | ||||||||
Due to MP Enterprises, LLC | $ 984 | ||||||||
Accrued liability realted to aircraft capital contributions | 600 | ||||||||
Business exit costs | 300 | ||||||||
Due to joint venture partner | 400 | ||||||||
Southern Airways Corporation | Marianas | Nonconsolidated Investees, Other | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Percentage of ownership of common stock | 50% | 50% | |||||||
Southern Airways Corporation | Marianas | Other Income | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Deferred incentive income recognized | $ 282 | ||||||||
Southern Airways Corporation | Marianas | First AirCraft | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Qualified Start-up costs allocated to purchase of aircraft | $ 1,000 | ||||||||
Payments for flight equipment | 2,800 | ||||||||
Purchase of aircraft through incentive | 1,000 | ||||||||
Purchase of aircraft through promissory note | 1,800 | ||||||||
Southern Airways Corporation | Marianas | Second Aircraft | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Payments for flight equipment | 800 | ||||||||
Purchase of aircraft through promissory note | 2,000 | ||||||||
Property, plant and equipment, additions | 2,800 | ||||||||
Purchase of aircraft through entity cash flow | 250 | ||||||||
Purchase of aircraft through joint venture entity | 200 | ||||||||
Purchase of aircraft through funding from joint venturer | 350 | ||||||||
Southern Airways Corporation | Marianas | Third Aircraft | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Payments for flight equipment | 2,900 | ||||||||
Purchase of aircraft through promissory note | 2,900 | ||||||||
Southern Airways Corporation | Marianas | Incentive Agreement Per-flight Subsidies | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Noncurrent deferred incentive income | 300 | ||||||||
Contract with customer, advance received | 750 | ||||||||
Contract with customer advance received noncurrent | $ 300 | ||||||||
Southern Airways Corporation | Marianas | American Rescue Plan Act Fund | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Incentive agreement for reimbursement of qualified start-up costs | $ 1,500 | ||||||||
Southern Airways Corporation | Mariana Southern Airways LLC | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Percentage of voting equity interests acquired | 50% | ||||||||
Southern Airways Corporation | Deconsolidation of Assets and Liabilities | Marianas | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Current deferred incentive income | 600 | ||||||||
Assets, current | 100 | ||||||||
Assets, noncurrent | 300 | ||||||||
Liabilities, current | 1,500 | ||||||||
Payroll liabilities | 100 | ||||||||
Due to MP Enterprises, LLC | 800 | ||||||||
Southern Airways Corporation | Deconsolidation | Marianas | Nonconsolidated Investees, Other | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Equity method investments | $ 0 |
Property and Equipment, Net - S
Property and Equipment, Net - Summay of Property and Equipment (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | $ 1,346 | $ 1,324 | |
Accumulated depreciation | (722) | (621) | |
Property and equipment, net | $ 701 | 624 | 703 |
Southern Airways Corporation | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 42,189 | 42,314 | 17,931 |
Accumulated depreciation | (7,249) | (5,760) | (3,636) |
Property and equipment, net | 34,940 | 36,554 | 14,295 |
Furniture and fixtures | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 96 | 90 | |
Vehicles | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 160 | 154 | |
Internal Use Software | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 434 | 458 | |
Aircraft equipment and rotable spares | Southern Airways Corporation | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 37,564 | 37,566 | 14,622 |
Office equipment vehicles and ground equipment | Southern Airways Corporation | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 2,270 | 2,439 | 1,651 |
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 656 | 622 | |
Leasehold improvements | Southern Airways Corporation | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | $ 2,355 | $ 2,309 | $ 1,658 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||
Aug. 31, 2022 USD ($) Aircrafts | Jul. 31, 2022 USD ($) | Jun. 30, 2022 USD ($) Aircrafts | May 31, 2022 USD ($) Aircrafts | Apr. 30, 2022 USD ($) Aircrafts | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Property, Plant and Equipment [Line Items] | |||||||||||
Impairment of tangible assets | $ 300 | ||||||||||
Payments to acquire property, plant, and equipment | $ 203 | 99 | $ 137 | ||||||||
Leasehold improvements | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Gain (loss) on disposition of property and equipment | 100 | ||||||||||
Internal Use Software | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Impairment of tangible assets | 200 | ||||||||||
Depreciation and Amortization | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Depreciation on property pant and equipment | 400 | 400 | |||||||||
Southern Airways Corporation | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Gain (loss) on disposition of property and equipment | $ 0 | $ 0 | 0 | 0 | |||||||
Payments to acquire property, plant, and equipment | 1,142 | 13,492 | 18,979 | 6,381 | |||||||
Depreciation | $ 800 | $ 530 | 1,600 | $ 934 | $ 2,400 | $ 1,300 | |||||
Southern Airways Corporation | Promissory Note | Tecnam | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Purchase of aircraft through promissory note | $ 1,800 | ||||||||||
Southern Airways Corporation | Clarus Tranche Three Promissory Note | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Property plant and equipment number of aircrafts acquired | Aircrafts | 4 | ||||||||||
Purchase of aircraft through promissory note | $ 4,500 | ||||||||||
Southern Airways Corporation | Clarus Tranche Four Promissory Note | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Property plant and equipment number of aircrafts acquired | Aircrafts | 1 | ||||||||||
Purchase of aircraft through promissory note | $ 2,900 | ||||||||||
Southern Airways Corporation | Aircrafts | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Gain (loss) on disposition of property and equipment | $ 342 | $ 342 | |||||||||
Southern Airways Corporation | Aircrafts | Marianas | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Property, plant and equipment, additions | $ 2,800 | ||||||||||
Purchase of aircraft through entity cash flow | 250 | ||||||||||
Purchase of aircraft through funding from joint venturer | 350 | ||||||||||
Purchase of aircraft through joint venture entity | $ 200 | ||||||||||
Southern Airways Corporation | Aircrafts | Tecnam | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Property plant and equipment number of aircrafts acquired | Aircrafts | 1 | ||||||||||
Property, plant and equipment, additions | $ 2,800 | ||||||||||
Payments to acquire property, plant, and equipment | $ 1,000 | ||||||||||
Southern Airways Corporation | Aircrafts | Clarus Tranche Two and Three Promissory Note | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Property plant and equipment number of aircrafts acquired | Aircrafts | 3 | ||||||||||
Purchase of aircraft through promissory note | $ 1,600 | ||||||||||
Southern Airways Corporation | Aircrafts | Clarus Tranche Three Promissory Note | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Property plant and equipment number of aircrafts acquired | Aircrafts | 1 | ||||||||||
Property, plant and equipment, additions | $ 1,800 | ||||||||||
Payments to acquire property, plant, and equipment | $ 100 | ||||||||||
Southern Airways Corporation | Aircraft and Spare Aircraft Engine | Clarus Tranche One Promissory Note | Air Choice One Acquisition | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Property plant and equipment number of aircrafts acquired | Aircrafts | 3 | ||||||||||
Purchase of aircraft through promissory note | $ 4,200 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Significant Unobservable Inputs Used in Valuation Models (Details) - Level 3 | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Public Listing Probability | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Alternative input | 0.90 | 0.50 | |
Lack of Marketability | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Alternative input | 0.32 | 0.32 | 0.32 |
Discount Rates Used in the Sale Scenario for Debt Instruments | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Alternative input | 0 | 0.70 | |
Discount Rates Used in the Sale Scenario for Debt Instruments | Minimum | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Alternative input | 0.35 | ||
Discount Rates Used in the Sale Scenario for Debt Instruments | Maximum | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Alternative input | 0.40 | ||
Discount Rates Used in the Public Listing Scenario | Minimum | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Alternative input | 0.20 | 0.20 | |
Discount Rates Used in the Public Listing Scenario | Maximum | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Alternative input | 0.30 | 0.30 | |
Probability Weighted Volatility | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Alternative input | 0.76 | 1.47 | 1.44 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Company's Financial Liabilities Measured at Fair Value on Recurring Basis (Details) - Fair Value, Recurring - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Total financial liabilities | $ 103,359 | $ 56,824 | $ 12,144 |
Convertible Notes at Fair Value | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Total financial liabilities | 35,106 | 29,096 | 11,681 |
Preferred Shares Warrant Liability | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Total financial liabilities | 11 | 51 | 9 |
SAFE Notes at Fair Value | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Total financial liabilities | 56,845 | 24,714 | 19 |
GEM Derivative Liability | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Total financial liabilities | 11,397 | 2,963 | 435 |
Level 3 | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Total financial liabilities | 103,359 | 56,824 | 12,144 |
Level 3 | Convertible Notes at Fair Value | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Total financial liabilities | 35,106 | 29,096 | 11,681 |
Level 3 | Preferred Shares Warrant Liability | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Total financial liabilities | 11 | 51 | 9 |
Level 3 | SAFE Notes at Fair Value | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Total financial liabilities | 56,845 | 24,714 | 19 |
Level 3 | GEM Derivative Liability | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Total financial liabilities | $ 11,397 | $ 2,963 | $ 435 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Reconciliation of Activity and Changes in Fair Value for Company's Convertible Loans and Redeemable Convertible Preferred Stock Warrant Liability (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Convertible Notes at Fair Value | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Beginning Balance | $ 29,096 | $ 11,681 | |
Issuance of convertible notes | 4,191 | ||
Conversion of convertible notes to preferred shares | (10,257) | $ (353) | |
Conversion of PFG liability to convertible note | 11,197 | ||
Payments of borrowings on convertible notes | (35) | ||
Change in fair value | 6,045 | 12,284 | 328 |
Ending Balance | 35,106 | 29,096 | 11,681 |
Preferred Shares Warrant Liability | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Beginning Balance | 51 | 9 | |
Change in fair value | (40) | 42 | (26) |
Ending Balance | 11 | 51 | 9 |
SAFE Notes | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Beginning Balance | 24,714 | 19 | |
Issuance of convertible notes | 11,839 | ||
Issuance of SAFE notes | 3,716 | ||
Conversion of related party notes to SAFE | 4,354 | ||
Change in fair value | 24,061 | 12,856 | (18) |
Ending Balance | 56,845 | 24,714 | 19 |
GEM Derivative Liability | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Beginning Balance | 2,963 | 435 | |
Change in fair value | 8,434 | 2,528 | (215) |
Ending Balance | $ 11,397 | $ 2,963 | $ 435 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets - Summary of Prepaid Expenses and Other Assets Current (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Summary Of Prepaid Expenses And Other Assets Current [Line Items] | |||
Total prepaid expenses and other current assets | $ 7,733 | $ 7,755 | $ 1,201 |
Southern Airways Corporation | |||
Summary Of Prepaid Expenses And Other Assets Current [Line Items] | |||
Vendor prepayments | 132 | 106 | |
Progress payments for software development | 164 | ||
Expendable spare parts | 212 | 171 | 157 |
Credit card receivables | 172 | 198 | 150 |
Prepaid fuel | 266 | 294 | 96 |
Federal excise taxes receivables | 335 | 320 | 131 |
Surf Air cost reimbursements | 112 | 420 | |
Engine reserves | 2,411 | 1,477 | 508 |
Prepaid insurance | 466 | 1,849 | 1,043 |
Other | 719 | 546 | 424 |
Total prepaid expenses and other current assets | $ 4,825 | $ 5,545 | $ 2,509 |
Prepaid Expenses and Other Cu_4
Prepaid Expenses and Other Current Assets - Summary of Prepaid Expenses and Other Assets Current (Parenthetical) (Details) - Southern Airways Corporation - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Summary Of Prepaid Expenses And Other Assets Current [Line Items] | |||
Aircraft engine reserves | $ 2,411 | $ 1,477 | $ 508 |
SkyWest | |||
Summary Of Prepaid Expenses And Other Assets Current [Line Items] | |||
Aircraft engine reserves | $ 1,700 | $ 900 | $ 900 |
Warrants - Additional Informati
Warrants - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | |||||
Jun. 30, 2023 | Jun. 14, 2023 | Dec. 31, 2022 | Jun. 10, 2022 | Feb. 15, 2022 | Dec. 31, 2021 | |
Class of Warrant or Right [Line Items] | ||||||
Warrants outstanding | 103,368,810 | 99,547,276 | ||||
Exercise price of warrant | $ 1.07 | |||||
Common Stock, Shares, Issued | 13,417,826 | 12,487,438 | 185,959,043 | |||
Globe Capital Partners, LLC | ||||||
Class of Warrant or Right [Line Items] | ||||||
Class of Warrant or Right, Issued | 3,200,000 | |||||
2017 Convertible Notes | ||||||
Class of Warrant or Right [Line Items] | ||||||
Exercise price of warrant | $ 0.01 | $ 0.01 | ||||
Class of Warrant or Right, Issued | 364,955 | |||||
Fair value of the warrants | $ 20 | |||||
Common Stock, Shares, Issued | 621,534 | |||||
2017 Notes | ||||||
Class of Warrant or Right [Line Items] | ||||||
Exercise price of warrant | $ 0.01 | |||||
Class of Warrant or Right, Issued | 16,168,295 | |||||
Fair value of the warrants | $ 800 | |||||
Convertible Preferred Share Warrants | ||||||
Class of Warrant or Right [Line Items] | ||||||
Warrants issued | 0 | 0 | 0 | |||
Convertible Preferred Share Warrants | B-2 Preferred Warrants | ||||||
Class of Warrant or Right [Line Items] | ||||||
Warrants issued | 805,823 | 805,823 | ||||
Warrants outstanding | 805,823 | 805,823 | ||||
Convertible Preferred Share Warrants | B-3 Preferred Warrants | ||||||
Class of Warrant or Right [Line Items] | ||||||
Warrants issued | 410,123 | 410,123 | ||||
Warrants outstanding | 410,123 | 410,123 | ||||
Convertible Preferred Share Warrants | B-4 Preferred Warrants | ||||||
Class of Warrant or Right [Line Items] | ||||||
Warrants issued | 1,493,015 | 1,493,015 | ||||
Warrants outstanding | 1,493,015 | 1,493,015 | ||||
Ordinary Share Warrants | ||||||
Class of Warrant or Right [Line Items] | ||||||
Warrants outstanding | 3,701,255 | 4,614,651 | ||||
Number of ordinary warrants exercised | 913,395 | |||||
Exercise price of warrant | $ 0.01 | |||||
Ordinary Share Warrants | Minimum | ||||||
Class of Warrant or Right [Line Items] | ||||||
Warrants exercisable term | 7 years | |||||
Ordinary Share Warrants | Maximum | ||||||
Class of Warrant or Right [Line Items] | ||||||
Warrants exercisable term | 10 years |
Warrants - Schedule of Warrant
Warrants - Schedule of Warrant Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Warrant Liabilities [Abstract] | ||
Warrant liabilities, beginning of the year | $ 9 | $ 35 |
Change in fair value of warrants | 42 | (26) |
Warrant liabilities, end of the year | $ 51 | $ 9 |
Warrants - Schedule of Ordinary
Warrants - Schedule of Ordinary Share Warrants Issued and Outstanding (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Class of Warrant or Right [Line Items] | ||
Shares | 103,368,810 | 99,547,276 |
Exercise Price per Share | $ 1.07 | |
Ordinary share warrant | August 2016 | ||
Class of Warrant or Right [Line Items] | ||
Shares | 1,264,488 | 1,264,488 |
Issuance Date | Aug. 31, 2016 | |
Exercise Price per Share | $ 0.21 | |
Expiration Date | Jul. 31, 2025 | |
Ordinary share warrant | May 2017 | ||
Class of Warrant or Right [Line Items] | ||
Shares | 1,982,802 | 1,982,802 |
Issuance Date | May 31, 2017 | |
Exercise Price per Share | $ 0.01 | |
Expiration Date | May 31, 2027 | |
Ordinary share warrant | July 2017 | ||
Class of Warrant or Right [Line Items] | ||
Shares | 1,189,681 | 1,189,681 |
Issuance Date | Jul. 31, 2017 | |
Exercise Price per Share | $ 0.01 | |
Expiration Date | Jul. 31, 2027 | |
Ordinary share warrant | February 2018 | ||
Class of Warrant or Right [Line Items] | ||
Shares | 2,399,570 | 2,399,570 |
Issuance Date | Feb. 28, 2018 | |
Exercise Price per Share | $ 0.01 | |
Expiration Date | Feb. 29, 2028 | |
Ordinary share warrant | September 2018 | ||
Class of Warrant or Right [Line Items] | ||
Shares | 5,597,006 | 5,597,006 |
Issuance Date | Sep. 30, 2018 | |
Exercise Price per Share | $ 0.01 | |
Expiration Date | Sep. 30, 2028 | |
Ordinary share warrant | December 2018 | ||
Class of Warrant or Right [Line Items] | ||
Shares | 1,742,784 | 1,742,784 |
Issuance Date | Dec. 31, 2018 | |
Exercise Price per Share | $ 0.01 | |
Ordinary share warrant | December 2020 | ||
Class of Warrant or Right [Line Items] | ||
Shares | 23,515,057 | 23,515,057 |
Issuance Date | Dec. 31, 2020 | |
Exercise Price per Share | $ 0.01 | |
Ordinary share warrant | February 2021 | ||
Class of Warrant or Right [Line Items] | ||
Shares | 45,322,638 | 45,322,638 |
Issuance Date | Feb. 28, 2021 | |
Exercise Price per Share | $ 0.01 | |
Ordinary share warrant | March 2021 | ||
Class of Warrant or Right [Line Items] | ||
Shares | 364,955 | 364,955 |
Issuance Date | Mar. 31, 2021 | |
Exercise Price per Share | $ 0.01 | |
Expiration Date | Mar. 31, 2008 | |
Ordinary share warrant | June 2021 | ||
Class of Warrant or Right [Line Items] | ||
Shares | 16,168,295 | 16,168,295 |
Issuance Date | Jun. 30, 2021 | |
Exercise Price per Share | $ 0.01 | |
Expiration Date | Jun. 30, 2031 | |
Ordinary share warrant | February 2022 | ||
Class of Warrant or Right [Line Items] | ||
Shares | 621,534 | 0 |
Issuance Date | Feb. 28, 2022 | |
Exercise Price per Share | $ 0.01 | |
Expiration Date | Feb. 29, 2032 | |
Ordinary share warrant | June 2022 | ||
Class of Warrant or Right [Line Items] | ||
Shares | 3,200,000 | 0 |
Issuance Date | Jun. 30, 2022 | |
Exercise Price per Share | $ 0.01 |
Warrants - Summary Of Assumpti
Warrants - Summary Of Assumptions Used In The Black-Scholes Model To Determine The Fair Value Of Warrants Granted (Details) | Dec. 31, 2022 yr | Dec. 31, 2021 yr |
Risk-free interest rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants Granted | 0.0335 | 0.0149 |
Expected term (in years) | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants Granted | 5.8 | 2 |
Dividend yield | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants Granted | 0 | 0 |
Expected volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants Granted | 1.599 | 0.89 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) | 3 Months Ended | 6 Months Ended | 12 Months Ended | 25 Months Ended | 58 Months Ended | 84 Months Ended | ||||||||||||||||||||
Jul. 27, 2023 USD ($) shares | Jun. 21, 2023 USD ($) | Jan. 31, 2023 INSTALLMENT | Nov. 14, 2022 USD ($) shares | Nov. 11, 2022 USD ($) | Oct. 10, 2022 USD ($) | Sep. 15, 2022 USD ($) Caravan | May 17, 2022 USD ($) | Nov. 08, 2021 USD ($) | May 18, 2021 AGREEMENT | May 15, 2018 USD ($) | Jun. 30, 2023 USD ($) shares | Jun. 30, 2022 USD ($) shares | Jun. 30, 2023 USD ($) shares | Jun. 30, 2022 USD ($) shares | Dec. 31, 2022 USD ($) shares | Dec. 31, 2021 USD ($) Aircrafts shares | Dec. 31, 2020 USD ($) $ / shares | Jun. 30, 2023 USD ($) shares | May 07, 2028 USD ($) | May 07, 2028 USD ($) | Sep. 30, 2023 USD ($) | Aug. 02, 2023 shares | Jun. 15, 2023 USD ($) shares | Feb. 08, 2023 USD ($) | Mar. 17, 2021 | |
Commitments And Contingencies [Line Items] | ||||||||||||||||||||||||||
Fully-diluted ordinary shares outstanding | shares | 13,417,826 | 13,417,826 | 12,487,438 | 185,959,043 | 13,417,826 | |||||||||||||||||||||
Number of ordinary shares re-issued | shares | 13,417,826 | 13,417,826 | 12,487,438 | 185,959,043 | 13,417,826 | |||||||||||||||||||||
Exchange of common stock, value | $ 202,000 | $ 300,000 | $ 202,000 | $ 385,000 | $ 130,000 | |||||||||||||||||||||
Aggregate principal amount | 15,000,000 | 15,000,000 | $ 15,000,000 | |||||||||||||||||||||||
Maturity date | Jan. 31, 2025 | |||||||||||||||||||||||||
Aggregate purchase amount | 203,000 | 99,000 | $ 137,000 | |||||||||||||||||||||||
Tax commitment including penalties and interest | $ 1,900,000 | |||||||||||||||||||||||||
Outstanding federal excise tax liability including accrued penalties and interest | 6,600,000 | 6,600,000 | 5,800,000 | 3,800,000 | 6,600,000 | |||||||||||||||||||||
Outstanding property tax liability including penalties and interest. | $ 2,100,000 | $ 2,100,000 | $ 1,700,000 | $ 1,400,000 | $ 2,100,000 | |||||||||||||||||||||
Southern Airways Corporation | ||||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | ||||||||||||||||||||||||||
Fully-diluted ordinary shares outstanding | shares | 373,935 | 373,935 | 364,841 | 336,914 | 373,935 | |||||||||||||||||||||
Number of ordinary shares re-issued | shares | 373,935 | 373,935 | 364,841 | 336,914 | 373,935 | |||||||||||||||||||||
Exchange of common stock, value | 1,104,000 | 1,104,000 | $ 1,290,000 | |||||||||||||||||||||||
Aggregate purchase amount | $ 1,142,000 | 13,492,000 | 18,979,000 | $ 6,381,000 | ||||||||||||||||||||||
Usage obligation | $ 2,468,000 | $ 2,048,000 | 4,655,000 | $ 3,970,000 | $ 8,153,000 | 7,274,000 | ||||||||||||||||||||
Southern Airways Corporation | Letter of Intent | ||||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | ||||||||||||||||||||||||||
Purchase commitment amount | $ 5,200,000 | |||||||||||||||||||||||||
Purchase commitment description | Upon the execution of the purchase agreement, which is anticipated to occur in Q4 2023, the Company is obligated to make payments related to the purchase of the Firm Viceroy’s at: a) $50 thousand per aircraft, b) $150 thousand per Firm Viceroy one year prior to the first commercial delivery (anticipated to occur in Q4 2024), and c) the balance due upon delivery of each Viceroy. | |||||||||||||||||||||||||
Purchase obligation | $ 35,000,000 | |||||||||||||||||||||||||
Option provided by vendor to purchase number of aircrafts | Aircrafts | 5 | |||||||||||||||||||||||||
Initial upfront fee paid | $ 50,000 | |||||||||||||||||||||||||
Option provided by vendor to purchase equity value | 50,000 | |||||||||||||||||||||||||
Additional upfront fee paid | $ 50,000 | |||||||||||||||||||||||||
Common Stock | Southern Airways Corporation | ||||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | ||||||||||||||||||||||||||
Exchange of common stock, share | shares | 23,450 | 23,450 | 27,155 | |||||||||||||||||||||||
Merger Agreement with Tuscan Holdings Corp II | ||||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | ||||||||||||||||||||||||||
Business combination agreement date | May 17, 2022 | |||||||||||||||||||||||||
Cash to be paid upon triggering event | $ 700,000 | |||||||||||||||||||||||||
Amendment to Acquisition Agreement With Southern Airways Corporation | ||||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | ||||||||||||||||||||||||||
Percentage of fully-diluted common shares | 12.50% | |||||||||||||||||||||||||
Amendment to Acquisition Agreement With Southern Airways Corporation | Nonconsolidated Investees, Other | ||||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | ||||||||||||||||||||||||||
Equity interests | 100% | |||||||||||||||||||||||||
SAM | Southern Airways Corporation | Business Combination Agreements | ||||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | ||||||||||||||||||||||||||
Business acquisition, equity interests acquired | 100% | 100% | ||||||||||||||||||||||||
Business acquisition, consideration for common stock issue | $ 81,250,000 | |||||||||||||||||||||||||
Business acquisition percentage of fully diluted shares | 12.50% | |||||||||||||||||||||||||
Tuscan | Southern Airways Corporation | Business Combination Agreements | ||||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | ||||||||||||||||||||||||||
Business acquisition, equity interests acquired | 100% | |||||||||||||||||||||||||
Minimum | Merger Agreement with Tuscan Holdings Corp II | Common Stock | ||||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | ||||||||||||||||||||||||||
Equity instruments to be issued as part of business combination | shares | 600,000 | |||||||||||||||||||||||||
Minimum | Amendment to Acquisition Agreement With Southern Airways Corporation | ||||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | ||||||||||||||||||||||||||
Equity interests value | $ 81,250,000 | |||||||||||||||||||||||||
Maximum | Merger Agreement with Tuscan Holdings Corp II | Common Stock | ||||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | ||||||||||||||||||||||||||
Equity instruments to be issued as part of business combination | shares | 635,000 | |||||||||||||||||||||||||
Firm Viceroys | Southern Airways Corporation | Letter of Intent | ||||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | ||||||||||||||||||||||||||
Number of aircrafts purchased | Aircrafts | 4 | |||||||||||||||||||||||||
Firm Viceroys | Southern Airways Corporation | Letter of Intent | Scenario One | ||||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | ||||||||||||||||||||||||||
Purchase obligation | $ 50,000 | |||||||||||||||||||||||||
Firm Viceroys | Southern Airways Corporation | Letter of Intent | Scenario Two | ||||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | ||||||||||||||||||||||||||
Purchase obligation | $ 150,000 | |||||||||||||||||||||||||
Viceroy Purchase Options | Southern Airways Corporation | Letter of Intent | ||||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | ||||||||||||||||||||||||||
Option to purchase additional number of aircrafts | Aircrafts | 11 | |||||||||||||||||||||||||
Sales and Marketing Agreement | ||||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | ||||||||||||||||||||||||||
License fee payable | $ 40,000,000 | |||||||||||||||||||||||||
Aircraft Purchase Agreement | Caravans | ||||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | ||||||||||||||||||||||||||
Option to purchase additional caravans, Number | Caravan | 100 | |||||||||||||||||||||||||
Aircraft Purchase Agreement | Caravans | Minimum | ||||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | ||||||||||||||||||||||||||
Aggregate purchase amount | $ 300,000,000 | |||||||||||||||||||||||||
Aircraft Purchase Agreement | Specifically Configured Caravans | ||||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | ||||||||||||||||||||||||||
Option to purchase additional caravans, Number | Caravan | 50 | |||||||||||||||||||||||||
Caravan purchase period | 7 years | |||||||||||||||||||||||||
Aircraft Purchase Agreement | Specifically Configured Caravans | Minimum | ||||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | ||||||||||||||||||||||||||
Aggregate purchase amount | $ 150,000,000 | |||||||||||||||||||||||||
Jetstream Agreement | Minimum | ||||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | ||||||||||||||||||||||||||
Usage obligation | $ 120,000,000 | |||||||||||||||||||||||||
Jetstream Agreement | Maximum | ||||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | ||||||||||||||||||||||||||
Aggregate purchase amount | $ 450,000,000 | |||||||||||||||||||||||||
Subsequent Event | Merger Agreement with Tuscan Holdings Corp II | Common Stock | ||||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | ||||||||||||||||||||||||||
Equity instruments to be issued as part of business combination | shares | 635,000 | |||||||||||||||||||||||||
Subsequent Event | GEM Purchase Agreement | ||||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | ||||||||||||||||||||||||||
Exchange of common stock, value | $ 25,000,000 | |||||||||||||||||||||||||
Exchange of common stock, share | shares | 1,000,000 | |||||||||||||||||||||||||
GEM Purchase Agreement, registration statement requirement | shares | 1,000,000 | |||||||||||||||||||||||||
Subsequent Event | GEM Purchase Agreement | Common Stock | ||||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | ||||||||||||||||||||||||||
Number of common stock issued | shares | 1,300,000 | |||||||||||||||||||||||||
Textron Agreement | ||||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | ||||||||||||||||||||||||||
License fee payable | $ 60,000,000 | |||||||||||||||||||||||||
Textron Agreement | Scenario Forecast | ||||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | ||||||||||||||||||||||||||
License fee payable | $ 25,000,000 | |||||||||||||||||||||||||
Palantir Technologies Inc | Software License Agreements | ||||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | ||||||||||||||||||||||||||
Number of agreements executed | AGREEMENT | 2 | |||||||||||||||||||||||||
Term of agreement | 7 years | |||||||||||||||||||||||||
Total software cost | $ 11,000,000 | |||||||||||||||||||||||||
Payment for software service | 2,000,000 | 2,000,000 | $ 2,000,000 | 2,000,000 | ||||||||||||||||||||||
Palantir Technologies Inc | Software License Agreements | Scenario Forecast | ||||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | ||||||||||||||||||||||||||
Total software cost | $ 39,000,000 | $ 50,000,000 | ||||||||||||||||||||||||
GEM Global Yield LLC SCS and an Entity Affiliated with GEM | Share Purchase Agreement | ||||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | ||||||||||||||||||||||||||
Share Purchase Agreement, cash consideration | $ 400,000,000 | $ 200,000,000 | ||||||||||||||||||||||||
Share Purchase Agreement, commitment fee payable | $ 8,000,000 | $ 4,000,000 | ||||||||||||||||||||||||
Share Purchase Agreement, percentage of purchase commitment | 0.75% | 0.75% | ||||||||||||||||||||||||
Share Purchase Agreement, exercise price per share | $ / shares | $ 0.01 | |||||||||||||||||||||||||
Share Purchase Agreement, advance receivable | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | ||||||||||||||||||||||
Share Purchase Agreement, installments of incremental advances. | 25,000,000 | 25,000,000 | 25,000,000 | 25,000,000 | ||||||||||||||||||||||
Share Purchase Agreement, number of installments | INSTALLMENT | 4 | |||||||||||||||||||||||||
Fully-diluted ordinary shares outstanding | shares | 1,300,000 | |||||||||||||||||||||||||
Fair value of commitment under share purchase agreement | $ 11,400,000 | $ 11,400,000 | 3,000,000 | $ 11,400,000 | ||||||||||||||||||||||
Other Liabilities | $ 3,000,000 | $ 400,000 | ||||||||||||||||||||||||
GEM Global Yield LLC SCS and an Entity Affiliated with GEM | Share Purchase Agreement | Subsequent Event | ||||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | ||||||||||||||||||||||||||
Share Purchase Agreement, cash consideration | $ 400,000,000 | |||||||||||||||||||||||||
Share Purchase Agreement, commitment fee payable | $ 8,000,000 | |||||||||||||||||||||||||
Number of ordinary shares re-issued | shares | 1,300,000 | |||||||||||||||||||||||||
GEM Global Yield LLC SCS and an Entity Affiliated with GEM | Share Purchase Agreement | Subsequent Event | Common Stock | ||||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | ||||||||||||||||||||||||||
Number of common stock issued | shares | 1,300,000 | |||||||||||||||||||||||||
GEM Global Yield LLC SCS and an Entity Affiliated with GEM | Share Subscription Facility | ||||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | ||||||||||||||||||||||||||
Share Purchase Agreement, cash consideration | $ 25,000,000 | |||||||||||||||||||||||||
Share Purchase Agreement, aggregate shares | shares | 1,000,000 | |||||||||||||||||||||||||
Share Purchase Agreement, registration statement requirement | shares | 1,000,000 | |||||||||||||||||||||||||
Partners for Growth V, L.P. | Convertible Note Purchase Agreement | Senior Unsecured Convertible Promissory Note | ||||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | ||||||||||||||||||||||||||
Aggregate principal amount | $ 8,000,000 | |||||||||||||||||||||||||
Interest rate of note | 9.75% | |||||||||||||||||||||||||
Maturity date | Dec. 31, 2024 | |||||||||||||||||||||||||
Debt instrument percentage equal to initial listing price | 120% | |||||||||||||||||||||||||
Rise Parties | ||||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | ||||||||||||||||||||||||||
Payment of actual damages | $ 1,000,000 | |||||||||||||||||||||||||
Pre-judgment interest | 200,000 | |||||||||||||||||||||||||
Rise Parties | Attorneys' Fees | ||||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | ||||||||||||||||||||||||||
Litigation settlement, expense | 60,000 | |||||||||||||||||||||||||
Rise Parties | Court Costs | ||||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | ||||||||||||||||||||||||||
Litigation settlement, expense | $ 3,000 |
Paycheck Protection Program L_2
Paycheck Protection Program Loan - Additional Information (Detail) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||
Apr. 23, 2020 | Sep. 30, 2021 | Mar. 31, 2021 | Feb. 28, 2021 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Disclosure In Entirety Of Paycheck Protection Programme Loan [Line Items] | ||||||||||
Gain (loss) on extinguishment of debt | $ (389) | $ 3,959 | $ (389) | $ 5,951 | $ 5,951 | $ 691 | ||||
Paycheck Protection Programme Tranche One | ||||||||||
Disclosure In Entirety Of Paycheck Protection Programme Loan [Line Items] | ||||||||||
Proceeds from other long term debt | $ 700 | |||||||||
Forgiveness of debt | $ 700 | |||||||||
Paycheck Protection Programme Tranche Two | ||||||||||
Disclosure In Entirety Of Paycheck Protection Programme Loan [Line Items] | ||||||||||
Proceeds from other long term debt | $ 700 | |||||||||
Forgiveness of debt | $ 700 | |||||||||
Operating Expenses | Paycheck Protection Programme Tranche One | ||||||||||
Disclosure In Entirety Of Paycheck Protection Programme Loan [Line Items] | ||||||||||
Gain (loss) on extinguishment of debt | 700 | |||||||||
Operating Expenses | Paycheck Protection Programme Tranche Two | ||||||||||
Disclosure In Entirety Of Paycheck Protection Programme Loan [Line Items] | ||||||||||
Gain (loss) on extinguishment of debt | $ 700 |
Disaggregated Revenue - Summary
Disaggregated Revenue - Summary of Disaggregated Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||||||
Revenue | $ 6,195 | $ 4,478 | $ 11,702 | $ 9,296 | $ 20,274 | $ 11,798 |
On Demand | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Revenue | 5,147 | 3,270 | 9,822 | 6,827 | 15,950 | 6,445 |
Scheduled | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Revenue | 1,048 | 1,208 | 1,880 | 2,469 | 4,324 | 5,353 |
Southern Airways Corporation | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Revenue | 22,387 | 19,636 | 45,061 | 36,355 | 80,716 | 57,679 |
Revenue | 36,357 | |||||
Southern Airways Corporation | Passenger revenue | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Revenue | 9,027 | 9,811 | 18,770 | 17,590 | 38,959 | 25,738 |
Southern Airways Corporation | EAS and other subsidy revenue | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Revenue | 11,232 | 7,873 | 21,495 | 14,732 | 32,525 | 25,597 |
Southern Airways Corporation | Charter revenue | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Revenue | 1,171 | 885 | 2,717 | 2,034 | 5,043 | 3,101 |
Southern Airways Corporation | Other revenue | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Revenue | $ 957 | $ 1,067 | $ 2,079 | $ 2,001 | $ 4,189 | $ 3,243 |
Disaggregated Revenue-related I
Disaggregated Revenue-related Information - Summary of Changes in Defered Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||||||
Revenue recognized | $ 2,200 | $ 800 | $ 4,600 | $ 2,200 | ||
Southern Airways Corporation | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Deferred revenue, beginning of year | 7,251 | 5,534 | 6,260 | 4,513 | $ 4,513 | $ 2,621 |
Revenue deferred | 10,562 | 12,459 | 22,243 | 22,244 | 45,983 | 30,912 |
Revenue recognized | (10,243) | (11,274) | (20,933) | (20,038) | (44,236) | (29,020) |
Deferred revenue, end of year | $ 7,570 | $ 6,719 | $ 7,570 | $ 6,719 | $ 6,260 | $ 4,513 |
Disaggregated Revenue-related_2
Disaggregated Revenue-related Information - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | |||||||
Contract with customer, receivable, after allowance for credit loss, total | $ 650 | ||||||
Management fees receivable | 230 | ||||||
Surf Air Inc Charter Revenue | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Revenues | 375 | ||||||
Southern Airways Corporation | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Revenues | $ 36,355 | $ 24,636 | 80,716 | $ 57,679 | |||
Southern Airways Corporation | EAS Program | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Revenues | 31,900 | 25,600 | |||||
Southern Airways Corporation | Incentive Agreement Per-Fight Subsidies | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Revenues | $ 0 | $ 0 | $ 200 | 0 | $ 582 | $ 0 | |
Southern Airways Corporation | Surf Air Inc Charter Revenue | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Revenues | $ 218 | $ 0 | $ 435 | $ 0 |
Redeemable Convertible Prefer_5
Redeemable Convertible Preferred Shares and Convertible Preferred Shares - Additional Information (Details) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended | |||||||||||
Jun. 30, 2023 USD ($) ConvertiblePreferredShares $ / shares shares | Jun. 15, 2023 USD ($) ConvertiblePreferredShares | Jun. 02, 2023 USD ($) shares | Dec. 21, 2022 USD ($) shares | Sep. 29, 2022 USD ($) shares | May 12, 2022 USD ($) shares | Feb. 25, 2022 USD ($) shares | Feb. 15, 2022 USD ($) shares $ / shares | Mar. 24, 2021 USD ($) shares $ / shares | Jun. 30, 2023 USD ($) $ / shares shares | Jun. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) shares $ / shares | Dec. 31, 2021 USD ($) $ / shares shares | |
Temporary Equity [Line Items] | |||||||||||||
Issuance of temporary equity | shares | 300,623,025 | 249,935,596 | |||||||||||
Stock based compensation expense | $ | $ 2,798 | $ 9,991 | $ 12,452 | $ 3,191 | |||||||||
Proceeds from Issuance of Redeemable Convertible Preferred Stock | $ | $ 3,000 | $ 250 | $ 1,400 | $ 14,752 | |||||||||
Redeemable Convertible Preferred Shares | |||||||||||||
Temporary Equity [Line Items] | |||||||||||||
Issuance of temporary equity | shares | 234,856,003 | 234,856,003 | 229,144,283 | 179,329,073 | |||||||||
Percentage Of Dividends Received As Of Preferred Stock Convertible Conversion Price | 6% | ||||||||||||
Dividends | $ | $ 0 | ||||||||||||
Shares Issued, Price Per Share | $ 3.4136 | ||||||||||||
Proceeds from Issuance of Redeemable Convertible Preferred Stock | $ | $ 50,000 | ||||||||||||
Temporary equity, par value per share | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||
Founder Preferred | |||||||||||||
Temporary Equity [Line Items] | |||||||||||||
Issuance of temporary equity | shares | 1,866,056 | 1,866,056 | |||||||||||
Preferred stock convertible, conversion price | $ 1.7068 | ||||||||||||
Shares Issued, Price Per Share | 0.54 | $ 0.54 | |||||||||||
Temporary equity, par value per share | $ 0.5359 | ||||||||||||
Class A-1 | |||||||||||||
Temporary Equity [Line Items] | |||||||||||||
Issuance of temporary equity | shares | 1,380,217 | 1,380,217 | |||||||||||
Preferred stock convertible, conversion price | $ 1.1203 | ||||||||||||
Shares Issued, Price Per Share | $ 1.12 | $ 1.12 | |||||||||||
Class A-2 | |||||||||||||
Temporary Equity [Line Items] | |||||||||||||
Issuance of temporary equity | shares | 1,197,296 | 1,197,296 | |||||||||||
Preferred stock convertible, conversion price | $ 1.5368 | ||||||||||||
Shares Issued, Price Per Share | $ 1.54 | $ 1.54 | |||||||||||
Class A-3 | |||||||||||||
Temporary Equity [Line Items] | |||||||||||||
Issuance of temporary equity | shares | 6,206,269 | 6,206,269 | |||||||||||
Preferred stock convertible, conversion price | $ 1 | ||||||||||||
Shares Issued, Price Per Share | $ 1 | $ 1 | |||||||||||
Class A-4 | |||||||||||||
Temporary Equity [Line Items] | |||||||||||||
Issuance of temporary equity | shares | 552,804 | 552,804 | |||||||||||
Preferred stock convertible, conversion price | $ 1.2958 | ||||||||||||
Shares Issued, Price Per Share | $ 1.3 | $ 1.3 | |||||||||||
Class A-5 | |||||||||||||
Temporary Equity [Line Items] | |||||||||||||
Issuance of temporary equity | shares | 15,400,417 | 15,400,417 | |||||||||||
Preferred stock convertible, conversion price | $ 1.1139 | ||||||||||||
Shares Issued, Price Per Share | $ 1.11 | $ 1.11 | |||||||||||
Class B-1 | |||||||||||||
Temporary Equity [Line Items] | |||||||||||||
Issuance of temporary equity | shares | 14,934,552 | 14,934,552 | |||||||||||
Preferred stock convertible, conversion price | $ 1.3392 | ||||||||||||
Shares Issued, Price Per Share | $ 1.34 | $ 1.34 | |||||||||||
Class B-2 | |||||||||||||
Temporary Equity [Line Items] | |||||||||||||
Issuance of temporary equity | shares | 24,194,129 | 24,194,129 | |||||||||||
Preferred stock convertible, conversion price | $ 1.7068 | ||||||||||||
Shares Issued, Price Per Share | $ 1.71 | $ 1.71 | |||||||||||
Class B-3 | |||||||||||||
Temporary Equity [Line Items] | |||||||||||||
Issuance of temporary equity | shares | 1,464,728 | 1,464,728 | |||||||||||
Preferred stock convertible, conversion price | $ 1.7068 | ||||||||||||
Shares Issued, Price Per Share | $ 1.71 | $ 1.71 | |||||||||||
Class B-4 | |||||||||||||
Temporary Equity [Line Items] | |||||||||||||
Issuance of temporary equity | shares | 3,671,818 | 3,671,818 | |||||||||||
Preferred stock convertible, conversion price | $ 1.7068 | ||||||||||||
Shares Issued, Price Per Share | $ 1.71 | $ 1.71 | |||||||||||
Class B-5 | |||||||||||||
Temporary Equity [Line Items] | |||||||||||||
Issuance of temporary equity | shares | 25,356,068 | 19,140,703 | |||||||||||
Preferred stock convertible, conversion price | $ 0.38 | ||||||||||||
Shares Issued, Price Per Share | $ 0.38 | $ 0.38 | |||||||||||
Class B-5 | 2017 Notes | |||||||||||||
Temporary Equity [Line Items] | |||||||||||||
Notes converted | $ | $ 2,400 | $ 1,400 | |||||||||||
Number of shares, debt converted | shares | 6,215,365 | 3,649,587 | |||||||||||
Preferred stock convertible, conversion price | $ 0.38 | $ 0.38 | |||||||||||
Class B-6a | |||||||||||||
Temporary Equity [Line Items] | |||||||||||||
Cash received from existing investor | $ | $ 3,000 | $ 14,300 | |||||||||||
Issuance of temporary equity | shares | 5,665,722 | 283,286 | 1,888,574 | 132,919,929 | 89,320,084 | ||||||||
Notes converted | $ | $ 1,000 | ||||||||||||
Number of shares, debt converted | shares | 3,777,148 | 2,832,860 | |||||||||||
Outstanding debt settled | $ | $ 2,000 | ||||||||||||
Preferred stock convertible, conversion price | $ 0.5295 | ||||||||||||
Shares Issued, Price Per Share | $ 0.53 | $ 0.53 | |||||||||||
Proceeds from Issuance of Redeemable Convertible Preferred Stock | $ | $ 150 | $ 1,000 | |||||||||||
Class B-6a | Aperitus | |||||||||||||
Temporary Equity [Line Items] | |||||||||||||
Notes converted | $ | $ 3,000 | ||||||||||||
Number of shares, debt converted | shares | 11,565,581 | ||||||||||||
Class B-6a | 2021 Convertible Notes | |||||||||||||
Temporary Equity [Line Items] | |||||||||||||
Notes converted | $ | $ 4,450 | ||||||||||||
Number of shares, debt converted | shares | 17,373,521 | ||||||||||||
Class B-6s Convertible Preferred Shares | |||||||||||||
Temporary Equity [Line Items] | |||||||||||||
Number of shares, debt converted | 486,402 | 1,008,196 | |||||||||||
Outstanding debt settled | $ | $ 200 | $ 500 | |||||||||||
Class B-6s Convertible Preferred Shares | Prior Employees and Service Providers | |||||||||||||
Temporary Equity [Line Items] | |||||||||||||
Issuance of temporary equity | shares | 1,921,778 | 1,921,778 | |||||||||||
Stock based compensation expense | $ | $ 900 | ||||||||||||
Class B-6s Convertible Preferred Shares | LamJam Term Notes | |||||||||||||
Temporary Equity [Line Items] | |||||||||||||
Notes converted | $ | $ 5,300 | ||||||||||||
Number of shares, debt converted | ConvertiblePreferredShares | 9,932,241 |
Redeemable Convertible Prefer_6
Redeemable Convertible Preferred Shares and Convertible Preferred Shares - Schedule Of Redeemable Convertible Preferred Stock (Details) - USD ($) $ / shares in Units, $ in Thousands | Jun. 30, 2023 | Jun. 02, 2023 | Dec. 31, 2022 | Dec. 21, 2022 | Sep. 29, 2022 | Dec. 31, 2021 |
Temporary Equity [Line Items] | ||||||
Shares Authorized | 362,258,435 | 362,258,435 | ||||
Shares Issued | 300,623,025 | 249,935,596 | ||||
Shares Outstanding | 300,623,025 | 249,935,596 | ||||
Carrying Value | $ 134,081 | $ 121,986 | ||||
Liquidation Preference | $ 178,608 | $ 153,093 | ||||
Founder Preferred | ||||||
Temporary Equity [Line Items] | ||||||
Shares Authorized | 1,866,056 | 1,866,056 | ||||
Shares Issued | 1,866,056 | 1,866,056 | ||||
Shares Outstanding | 1,866,056 | 1,866,056 | ||||
Carrying Value | $ 838 | $ 838 | ||||
Issuance Price | $ 0.54 | $ 0.54 | ||||
Liquidation Preference | $ 1,000 | $ 1,000 | ||||
Class A-1 | ||||||
Temporary Equity [Line Items] | ||||||
Shares Authorized | 1,930,155 | 1,930,155 | ||||
Shares Issued | 1,380,217 | 1,380,217 | ||||
Shares Outstanding | 1,380,217 | 1,380,217 | ||||
Carrying Value | $ 1,525 | $ 1,525 | ||||
Issuance Price | $ 1.12 | $ 1.12 | ||||
Liquidation Preference | $ 1,546 | $ 1,546 | ||||
Class A-2 | ||||||
Temporary Equity [Line Items] | ||||||
Shares Authorized | 2,820,319 | 2,820,319 | ||||
Shares Issued | 1,197,296 | 1,197,296 | ||||
Shares Outstanding | 1,197,296 | 1,197,296 | ||||
Carrying Value | $ 1,840 | $ 1,840 | ||||
Issuance Price | $ 1.54 | $ 1.54 | ||||
Liquidation Preference | $ 1,840 | $ 1,840 | ||||
Class A-3 | ||||||
Temporary Equity [Line Items] | ||||||
Shares Authorized | 9,070,476 | 9,070,476 | ||||
Shares Issued | 6,206,269 | 6,206,269 | ||||
Shares Outstanding | 6,206,269 | 6,206,269 | ||||
Carrying Value | $ 6,192 | $ 6,192 | ||||
Issuance Price | $ 1 | $ 1 | ||||
Liquidation Preference | $ 6,206 | $ 6,206 | ||||
Class A-4 | ||||||
Temporary Equity [Line Items] | ||||||
Shares Authorized | 552,804 | 552,804 | ||||
Shares Issued | 552,804 | 552,804 | ||||
Shares Outstanding | 552,804 | 552,804 | ||||
Carrying Value | $ 675 | $ 675 | ||||
Issuance Price | $ 1.3 | $ 1.3 | ||||
Liquidation Preference | $ 716 | $ 716 | ||||
Class A-5 | ||||||
Temporary Equity [Line Items] | ||||||
Shares Authorized | 15,646,415 | 15,646,415 | ||||
Shares Issued | 15,400,417 | 15,400,417 | ||||
Shares Outstanding | 15,400,417 | 15,400,417 | ||||
Carrying Value | $ 4,447 | $ 4,447 | ||||
Issuance Price | $ 1.11 | $ 1.11 | ||||
Liquidation Preference | $ 17,155 | $ 17,155 | ||||
Class B-1 | ||||||
Temporary Equity [Line Items] | ||||||
Shares Authorized | 14,934,552 | 14,934,552 | ||||
Shares Issued | 14,934,552 | 14,934,552 | ||||
Shares Outstanding | 14,934,552 | 14,934,552 | ||||
Carrying Value | $ 20,000 | $ 20,000 | ||||
Issuance Price | $ 1.34 | $ 1.34 | ||||
Liquidation Preference | $ 20,000 | $ 20,000 | ||||
Class B-2 | ||||||
Temporary Equity [Line Items] | ||||||
Shares Authorized | 25,000,000 | 25,000,000 | ||||
Shares Issued | 24,194,129 | 24,194,129 | ||||
Shares Outstanding | 24,194,129 | 24,194,129 | ||||
Carrying Value | $ 30,768 | $ 30,768 | ||||
Issuance Price | $ 1.71 | $ 1.71 | ||||
Liquidation Preference | $ 41,295 | $ 41,295 | ||||
Class B-3 | ||||||
Temporary Equity [Line Items] | ||||||
Shares Authorized | 2,000,000 | 2,000,000 | ||||
Shares Issued | 1,464,728 | 1,464,728 | ||||
Shares Outstanding | 1,464,728 | 1,464,728 | ||||
Carrying Value | $ 2,213 | $ 2,213 | ||||
Issuance Price | $ 1.71 | $ 1.71 | ||||
Liquidation Preference | $ 2,500 | $ 2,500 | ||||
Class B-4 | ||||||
Temporary Equity [Line Items] | ||||||
Shares Authorized | 6,000,000 | 6,000,000 | ||||
Shares Issued | 3,671,818 | 3,671,818 | ||||
Shares Outstanding | 3,671,818 | 3,671,818 | ||||
Carrying Value | $ 5,361 | $ 5,361 | ||||
Issuance Price | $ 1.71 | $ 1.71 | ||||
Liquidation Preference | $ 6,267 | $ 6,267 | ||||
Class B-5 | ||||||
Temporary Equity [Line Items] | ||||||
Shares Authorized | 33,638,500 | 33,638,500 | ||||
Shares Issued | 25,356,068 | 19,140,703 | ||||
Shares Outstanding | 25,356,068 | 19,140,703 | ||||
Carrying Value | $ 6,681 | $ 6,240 | ||||
Issuance Price | $ 0.38 | $ 0.38 | ||||
Liquidation Preference | $ 9,635 | $ 7,273 | ||||
Class B-6a | ||||||
Temporary Equity [Line Items] | ||||||
Shares Authorized | 150,000,000 | 150,000,000 | ||||
Shares Issued | 5,665,722 | 132,919,929 | 283,286 | 1,888,574 | 89,320,084 | |
Shares Outstanding | 132,919,929 | 89,320,084 | ||||
Carrying Value | $ 50,127 | $ 38,593 | ||||
Issuance Price | $ 0.53 | $ 0.53 | ||||
Liquidation Preference | $ 70,448 | $ 47,295 | ||||
Redeemable Convertible Preferred Shares | ||||||
Temporary Equity [Line Items] | ||||||
Shares Authorized | 263,459,277 | 263,459,277 | 263,459,277 | |||
Shares Issued | 234,856,003 | 229,144,283 | 179,329,073 | |||
Shares Outstanding | 234,856,003 | 229,144,283 | 179,329,073 | |||
Carrying Value | $ 130,667 | $ 118,692 | ||||
Issuance Price | $ 3.4136 | |||||
Liquidation Preference | $ 181,599 | $ 178,608 | 153,094 | |||
Liquidation Preference | $ 178,608 | $ 153,093 | ||||
Class B-6s | ||||||
Temporary Equity [Line Items] | ||||||
Shares Authorized | 98,799,158 | 98,799,158 | ||||
Shares Issued | 71,478,742 | 70,606,523 | ||||
Shares Outstanding | 71,478,742 | 70,606,523 | ||||
Carrying Value | $ 3,414 | $ 3,294 | ||||
Liquidation Preference | $ 0 | $ 0 |
Intangible Assets, Net and Ot_3
Intangible Assets, Net and Other Assets - Summary of Intangible Assets Net and Other Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Intangible Assets, Net and Other Assets [Line Items] | |||
Intangible assets, gross | $ 10,269 | $ 10,269 | |
Accumulated amortization | (8,983) | (8,326) | |
Intangible assets, net | 1,286 | 1,943 | |
Other assets | 1,816 | 2,122 | |
Intangible and other assets, net | 3,102 | 4,065 | |
Software | |||
Intangible Assets, Net and Other Assets [Line Items] | |||
Intangible assets, gross | 2,967 | 2,967 | |
Trademarks | |||
Intangible Assets, Net and Other Assets [Line Items] | |||
Intangible assets, gross | 7,060 | 7,060 | |
Other intangibles | |||
Intangible Assets, Net and Other Assets [Line Items] | |||
Intangible assets, gross | 242 | 242 | |
Southern Airways Corporation | |||
Intangible Assets, Net and Other Assets [Line Items] | |||
Intangible assets, gross | $ 934 | 770 | 770 |
Accumulated amortization | (779) | (770) | (701) |
Intangible assets, net | 155 | 69 | |
Southern Airways Corporation | Trade name | |||
Intangible Assets, Net and Other Assets [Line Items] | |||
Intangible assets, gross | 270 | 270 | 270 |
Southern Airways Corporation | Noncompete agreement | |||
Intangible Assets, Net and Other Assets [Line Items] | |||
Intangible assets, gross | 500 | $ 500 | $ 500 |
Southern Airways Corporation | Capitalized software | |||
Intangible Assets, Net and Other Assets [Line Items] | |||
Intangible assets, gross | $ 164 |
Intangible Assets, Net and Ot_4
Intangible Assets, Net and Other Assets - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |||
May 18, 2021 | Feb. 28, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2023 | |
Finite-Lived Intangible Assets [Line Items] | |||||
Finite lived intangible assets accumulated amortization | $ (8,983) | $ (8,326) | |||
Finite lived intangible assets weighted average remaining useful lives | 1 year 8 months 12 days | ||||
Depreciation and Amortization | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Amortization of intangible assets | $ 600 | 600 | |||
Palantir | Other intangibles | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Addition to finite lived intangible assets during the period | 2,000 | 2,000 | |||
Finite lived intangible assets accumulated amortization | 300 | ||||
Software Subscription Service Agreement | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Payable towards services current | 2,000 | ||||
Class B 6A Redeemable Convertible Preferred Stock | Software Subscription Service Agreement With Palantir Technologies | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Temporary equity stock issued during the period shares new issues | 3,777,148 | ||||
Temporary equity stock issued during the period value | $ 2,000 | ||||
Palantir Technologies | Master Subscription Agreement | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Asset acquistion consideration transferred | $ 50,000 | ||||
Palantir Technologies | Initial tem 18 May 2021 to 13 June 2023 | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Asset acquistion consideration transferred | 11,000 | ||||
Palantir Technologies | July 1, 2023 to May 7,2028 | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Asset acquistion consideration transferred | $ 39,000 | ||||
Southern Airways Corporation | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Finite lived intangible assets accumulated amortization | (770) | (701) | $ (779) | ||
Southern Airways Corporation | Depreciation and Amortization | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Amortization of intangible assets | $ 69 | $ 319 | |||
Southern Airways Corporation | Capitalized computer software | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Finite lived intangible assets weighted average remaining useful lives | 3 years |
Intangible Assets, Net and Ot_5
Intangible Assets, Net and Other Assets - Schedule of the Future Expected Amortization Expense of the Intangible Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
2023 | $ 594 | ||
2024 | 593 | ||
2025 | 99 | ||
2026 | 0 | ||
2027 | 0 | ||
Total | $ 1,286 | $ 1,943 | |
Southern Airways Corporation | |||
2023 | $ 32 | ||
2024 | 55 | ||
2025 | 55 | ||
2026 | 13 | ||
Total | $ 155 | $ 69 |
Other Current Liabilities - Sum
Other Current Liabilities - Summary of Other Current Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Other | $ 921 | $ 1,593 | $ 1,120 |
Southern Airways Corporation | |||
Accrued rent | 554 | ||
Accrued interest | 94 | 87 | 5 |
Accrued vendor payables | 718 | 686 | 512 |
Due to MP Enterprises, LLC | 418 | 984 | |
Deferred incentive income related to Marianas | 678 | ||
Collateralized borrowings | 2,601 | 1,316 | |
Insurance premium liability | 112 | 1,395 | 794 |
Accrued major maintenance | 536 | ||
Other | 76 | 370 | 207 |
Total other current liabilities | $ 4,555 | $ 5,516 | $ 2,072 |
Other Current Liabilities - Add
Other Current Liabilities - Additional Information (Details) - Southern Airways Corporation - Revolving Credit Facility - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Line of Credit Facility [Line Items] | ||||
Maximum revolving accounts receivable financing arrangement percentage | 90% | 90% | ||
Line of credit | $ 5,000 | $ 5,000 | $ 2,000 | |
Line of credit facility interest rate during period | 1% | 1% | ||
Proceeds from line of credit | $ 17,300 | $ 3,000 | ||
Repayments of line of credit | 14,700 | 1,700 | ||
Interest expense and collateral fee of line of credit | 91 | 186 | 32 | |
Line of credit outstanding | $ 2,600 | $ 2,600 | $ 1,300 | $ 0 |
Term Loans - Additional Informa
Term Loans - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||
Jun. 15, 2023 | May 22, 2023 | Jan. 31, 2023 | Oct. 31, 2022 | May 17, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | May 31, 2021 | |
Disclosure In Entirety Of Term Loans [Line Items] | ||||||||||||
Class of warrants or rights exercise price | $ 1.07 | |||||||||||
Convertible debt fair value | $ 9,500 | $ 35,106 | $ 35,106 | $ 29,096 | $ 11,681 | |||||||
Gain (loss) on extinguishment of debt | (389) | $ 3,959 | (389) | $ 5,951 | 5,951 | 691 | ||||||
Long term debt fair value disclosure | $ 56,845 | 56,845 | 24,714 | |||||||||
Proceeds from note payable | $ 3,715 | 14,100 | 15,100 | $ 3,500 | ||||||||
Debt instrument maturity date | Jan. 31, 2025 | |||||||||||
Common Shares | ||||||||||||
Disclosure In Entirety Of Term Loans [Line Items] | ||||||||||||
Convertible debt fair value | $ 300 | |||||||||||
Common stock discount percenatge | 20% | |||||||||||
Common Shares | IPO | ||||||||||||
Disclosure In Entirety Of Term Loans [Line Items] | ||||||||||||
Common stock discount percenatge | 35% | |||||||||||
Term Notes | Lam Ven | ||||||||||||
Disclosure In Entirety Of Term Loans [Line Items] | ||||||||||||
Proceeds from note payable | $ 4,500 | $ 4,500 | ||||||||||
Debt instrument maturity date | Dec. 31, 2023 | |||||||||||
Debt instrument stated interest rate percentage | 8.25% | |||||||||||
Term Notes | Lam Ven | ||||||||||||
Disclosure In Entirety Of Term Loans [Line Items] | ||||||||||||
Debt instrument maturity date | Dec. 31, 2023 | Dec. 31, 2023 | ||||||||||
Term Notes | Class B Two B Three Or B Four Redeemable Convertible Preferred Stock | ||||||||||||
Disclosure In Entirety Of Term Loans [Line Items] | ||||||||||||
Debt instrument conversion price per share | $ 1.7068 | |||||||||||
Term Notes | 2017 Convertible Term Note | ||||||||||||
Disclosure In Entirety Of Term Loans [Line Items] | ||||||||||||
Long term debt fixed interest rate percentage | 12% | |||||||||||
Class of warrants or rights number of securities covered by warrants or rights | 16,168,295 | |||||||||||
Class of warrants or rights exercise price | $ 0.01 | |||||||||||
Class of warrants or rights maturity date | Jun. 09, 2031 | |||||||||||
Loans payable fair value disclosure | $ 11,800 | |||||||||||
Term Notes | 2017 Convertible Term Note | 2017 Convertible Notes | ||||||||||||
Disclosure In Entirety Of Term Loans [Line Items] | ||||||||||||
Convertible debt fair value | 2,300 | |||||||||||
Safe Notes And Two Thousand And Seventeen Convertible Note | ||||||||||||
Disclosure In Entirety Of Term Loans [Line Items] | ||||||||||||
Long term debt fair value disclosure | $ 13,100 | |||||||||||
2017 Convertible Term Note | ||||||||||||
Disclosure In Entirety Of Term Loans [Line Items] | ||||||||||||
Gain (loss) on extinguishment of debt | $ 4,000 | |||||||||||
2017 Convertible Term Note | SAFE Notes | ||||||||||||
Disclosure In Entirety Of Term Loans [Line Items] | ||||||||||||
Convertible debt fair value | $ 2,300 | |||||||||||
Debt converted from one from one form to another | $ 15,200 | |||||||||||
Long term debt fair value disclosure | $ 13,100 | |||||||||||
2017 Convertible Term Note | SAFE Notes | Common Shares | ||||||||||||
Disclosure In Entirety Of Term Loans [Line Items] | ||||||||||||
Common stock discount percenatge | 20% | |||||||||||
2017 Convertible Term Note | SAFE Notes | Common Shares | IPO | ||||||||||||
Disclosure In Entirety Of Term Loans [Line Items] | ||||||||||||
Common stock discount percenatge | 35% |
Share-Based Compensation - Summ
Share-Based Compensation - Summary of Share Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-Based Payment Arrangement [Abstract] | ||||
Number of Share Options Outstanding, Beginning balance | 1,768,205 | 10,806,791 | 3,824,665 | |
Number of Share Options Outstanding, Granted | 48,214 | 29,322,949 | 7,515,074 | |
Number of Share Options Outstanding, Exercised | (25,307) | (171,730) | (10,000) | |
Number of Share Options Outstanding, Canceled | (47,377) | (349,984) | (522,948) | |
Number of Share Options Outstanding, Ending balance | 1,743,735 | 1,768,205 | 10,806,791 | |
Number of Share Options Outstanding, Ending balance | 39,608,026 | |||
Number of Share Options Outstanding, Exercisable | 1,121,578 | 15,112,601 | ||
Weighted Average Contractual Term (in years), Outstanding | 8 years 6 months 10 days | 9 years 3 days | 8 years 5 months 23 days | 6 years 8 months 19 days |
Weighted Average Contractual Term (in years), Granted | 9 years 6 months 25 days | 9 years 8 months 15 days | ||
Weighted Average Contractual Term (in years), Exercisable | 8 years 1 month 20 days | 8 years 10 months 9 days | ||
Aggregate Intrinsic Value, Outstanding | $ 9,347 | $ 10,306 | $ 0 | $ 205 |
Aggregate Intrinsic Value, Exercisable | $ 6,550 | $ 5,418 | ||
Weighted Average Exercise Price Per Share, Beginning balance | $ 3.58 | $ 0.22 | $ 0.6 | |
Weighted Average Exercise Price Per Share, Granted | 9.11 | 0.14 | $ 0.06 | |
Weighted Average Exercise Price Per Share, Exercised | 5.82 | 0.06 | 0.06 | |
Weighted Average Exercise Price Per Share, Canceled | 3.36 | 0.06 | 0.64 | |
Weighted Average Exercise Price Per Share, Ending balance | 3.81 | 3.58 | 0.22 | |
Weighted Average Exercise Price Per Share, Ending balance | 0.16 | |||
Weighted Average Exercise Price Per Share, Exercisable | $ 3.58 | 0.07 | ||
Weighted Average Grant Date Fair Value Per Share, Exercised | 0.05 | 0.04 | ||
Weighted Average Grant Date Fair Value Per Share, Canceled | $ 0.04 | $ 0.37 |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Jul. 05, 2021 | Sep. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Share-based compensation expense | $ 2,798 | $ 9,991 | $ 12,452 | $ 3,191 | ||||
Number of shares issued under share-based payment arrangement. | 138,620,470 | |||||||
Share-based payment arrangement, nonvested award, option, cost not yet recognized, amount | $ 6,400 | |||||||
Share-based payment arrangement, nonvested award, cost not yet recognized, period for recognition | 2 years 8 months 19 days | |||||||
Stock issued during period, value, restricted stock award, gross | $ 49 | $ 135 | $ 212 | $ 32 | ||||
Restricted Stock Units | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Number of shares, outstanding | 220,424 | 220,424 | ||||||
Weighted average grant date fair value | $ 3.81 | $ 3.81 | ||||||
Share-based payment arrangement, nonvested award, excluding option, cost not yet recognized, amount | $ 800 | |||||||
Restricted Stock Units | Share-Based Payment Arrangement, Tranche One | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Share-based compensation arrangement by share-based payment award, award vesting period | 1 year | |||||||
Restricted Stock Units | Share-Based Payment Arrangement, Tranche Two | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Share-based compensation arrangement by share-based payment award, award vesting period | 3 years | |||||||
Restricted Share Purchase Agreement | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Number of shares, outstanding | 3,073,000 | 3,162,292 | 75,689,677 | 76,013,708 | ||||
Weighted average grant date fair value | $ 2.46 | $ 2.46 | $ 0.1 | $ 0.33 | ||||
Share-based compensation expense | $ 100 | |||||||
Share-based compensation arrangement by share-based payment award, equity instruments other than options, grants in period | 16,815,000 | 32,344,494 | ||||||
Restricted Share Purchase Agreement | Scenario Forecast | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Share-based compensation expense | $ 21,800 | |||||||
Restricted Share Grant Agreement | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Number of shares, outstanding | 3,773,243 | 3,773,243 | 1,768,500 | 0 | ||||
Weighted average grant date fair value | $ 0.1 | $ 0 | ||||||
Share-based compensation expense | $ 0 | |||||||
Share-based payment arrangement, nonvested award, cost not yet recognized, period for recognition | 1 year | |||||||
Share-based payment arrangement, nonvested award, excluding option, cost not yet recognized, amount | $ 90 | |||||||
Share-based compensation arrangement by share-based payment award, expiration period | 5 years | |||||||
Share based compensation arrangement by share based payment award equity instruments other than options grants in period amount grant date fair value | $ 8,400 | $ 100 | ||||||
Share-based compensation arrangement by share-based payment award, equity instruments other than options, grants in period | 82,762,666 | 1,768,500 | ||||||
Stock issued during period, value, restricted stock award, gross | $ 20,000 | |||||||
Restricted Share Grant Agreement | Issued for cash | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Share-based payment arrangement, nonvested award, excluding option, cost not yet recognized, amount | 10 | |||||||
Restricted Share Grant Agreement | Promissory Note | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Share-based payment arrangement, nonvested award, excluding option, cost not yet recognized, amount | $ 25,000 | |||||||
Restricted Stock | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Number of shares, outstanding | 4,937,535 | 4,937,535 | ||||||
Weighted average grant date fair value | $ 0.17 | $ 0.17 |
Share-Based Compensation - Su_2
Share-Based Compensation - Summary of RSPA activity (Details) - $ / shares | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Restricted Share Purchase Agreement | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Number of RSPA, Beginning balance | 3,162,292 | 75,689,677 | 76,013,708 |
Number of RSPA, Granted | 16,815,000 | 32,344,494 | |
Number of RSPA, Vested | (89,292) | (15,486,652) | (32,332,988) |
Number of RSPA, Forfeited | (6,182,259) | (335,537) | |
Number of RSPA, Ending balance | 3,073,000 | 3,162,292 | 75,689,677 |
Number of RSPA, Ending balance | 70,835,766 | ||
Weighted Average Grant Date Fair Value per RSPA, Beginning balance | $ 2.46 | $ 0.1 | $ 0.33 |
Weighted Average Grant Date Fair Value per RSPA, Granted | 0.19 | 0.09 | |
Weighted Average Grant Date Fair Value per RSPA, Vested | 2.46 | 0.06 | 0.07 |
Weighted Average Grant Date Fair Value per RSPA, Forfetied | 0.1 | 0.08 | |
Weighted Average Grant Date Fair Value per RSPA, Ending balance | $ 2.46 | 2.46 | $ 0.1 |
Weighted Average Grant Date Fair Value per RSPA, Ending balance | $ 0.11 | ||
Restricted Share Grant Agreement | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Number of RSPA, Beginning balance | 3,773,243 | 1,768,500 | 0 |
Number of RSPA, Granted | 82,762,666 | 1,768,500 | |
Number of RSPA, Forfeited | (10,000) | ||
Number of RSPA, Ending balance | 3,773,243 | 3,773,243 | 1,768,500 |
Number of RSPA, Ending balance | 84,521,166 | ||
Weighted Average Grant Date Fair Value per RSPA, Beginning balance | $ 0.1 | $ 0 | |
Weighted Average Grant Date Fair Value per RSPA, Granted | 0.09 | 0.1 | |
Weighted Average Grant Date Fair Value per RSPA, Forfetied | 0.06 | ||
Weighted Average Grant Date Fair Value per RSPA, Ending balance | $ 0.1 | ||
Weighted Average Grant Date Fair Value per RSPA, Ending balance | $ 0.09 |
Share-Based Compensation - Su_3
Share-Based Compensation - Summary of Fair Value of Share Options Granted (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Share Based Payment Award Stock Options Valuation Assumptions [Line Items] | ||
Risk-free interest rate (Minimum) | 2.42% | 0.79% |
Risk-free interest rate (Maximum) | 4.02% | 1.49% |
Expected term (in years) | 5 years 9 months 18 days | |
Dividend yield | 0% | 0% |
Expected volatility (Minimum) | 116% | 89% |
Expected volatility (Maximum) | 238% | 113% |
Maximum | ||
Schedule of Share Based Payment Award Stock Options Valuation Assumptions [Line Items] | ||
Expected term (in years) | 6 years 29 days | |
Minimum | ||
Schedule of Share Based Payment Award Stock Options Valuation Assumptions [Line Items] | ||
Expected term (in years) | 5 years |
Share-Based Compensation - Su_4
Share-Based Compensation - Summary of Fair Value of Restricted Share Purchase Agreement Granted (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected term (in years) | 5 years 9 months 18 days | |
Dividend yield | 0% | 0% |
RSPAs | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Risk-free interest rate | 2.42% | 0.97% |
Expected term (in years) | 5 years | 5 years |
Dividend yield | 0% | 0% |
Expected volatility | 217.57% | 152% |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - USD ($) $ in Thousands | 1 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Feb. 22, 2021 | May 31, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 21, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Share-based payment arrangement expense | $ 2,798 | $ 9,991 | $ 12,452 | $ 3,191 | |||
Southern Airways Corporation | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Share-based payment arrangement expense | 0 | 220 | |||||
Share-Based Payment Arrangement | Southern Airways Corporation | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Vested number of shares | 10,020 | ||||||
Fair value of common stcok | 21.98% | ||||||
Share-based payment arrangement expense | 0 | 220 | |||||
un-recognized share-based compensation expense | 0 | $ 0 | |||||
Restricted Stock | Southern Airways Corporation | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Fair value of common stcok | 21.98% | 118.15% | |||||
Share-based payment arrangement expense | 0 | 0 | |||||
un-recognized share-based compensation expense | $ 956 | $ 956 | |||||
Number of shares issued during the period related to Restricted Stock Awards | 956,000 | 5,100 | |||||
Value of stock related to Restricted Stock Awards issued during the period | $ 43,500 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of RSPA activity (Details) - Restricted Stock - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of RSPA, Beginning balance | 4,937,535 | 4,937,535 |
Number of RSPA, Ending balance | 4,937,535 | |
Weighted Average Grant Date Fair Value per RSPA, Beginning balance | $ 0.17 | $ 0.17 |
Weighted Average Grant Date Fair Value per RSPA, Ending balance | $ 0.17 | |
Southern Airways Corporation | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of RSPA, Beginning balance | 43,500 | |
Number of RSPA, Granted | 5,100 | |
Number of RSPA, Ending balance | 48,600 | 43,500 |
Weighted Average Grant Date Fair Value per RSPA, Beginning balance | $ 21.98 | |
Weighted Average Grant Date Fair Value per RSPA, Granted | 118.15 | |
Weighted Average Grant Date Fair Value per RSPA, Ending balance | $ 32.07 | $ 21.98 |
Long-Term Debt, Net - Summary O
Long-Term Debt, Net - Summary Of Total Debt Due To Unrelated Parties (Details) - Southern Airways Corporation - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | |||
Long-term debt, gross | $ 22,182 | $ 24,445 | $ 4,015 |
Current maturities of long-term debt | (1,985) | (1,980) | (497) |
Less: debt issuance costs | (973) | (1,190) | (50) |
Long-term debt, net of current maturities | 19,224 | 21,275 | 3,468 |
Note payable to U.S. Government, interest rate of 6.5% plus LIBOR adjustment, due October 2025 | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | 0 | 1,839 | |
Note payable to financial institution, fixed interest rate of 5.72%, due January 2025 | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | 778 | 874 | 1,058 |
Note payable to Textron, fixed interest rate of 7.60%, due November 2024 | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | 400 | 532 | 781 |
Note payable to bank, fixed interest rate of 4.65%, due November 2025 | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | 20 | 23 | 31 |
Note payable to a financing company, fixed interest rate of 5.49%, due December 2026 | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | 224 | 251 | 306 |
Notes payable to Clarus Capital, fixed interest rate ranging from 6.75% to 7.5% due April, June and September 2027 | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | 17,215 | 19,081 | 0 |
Note payable to Tecnam, fixed interest rate of 6.75%, due July and August 2032 | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | $ 3,545 | $ 3,684 | $ 0 |
Long-Term Debt, Net - Summary_2
Long-Term Debt, Net - Summary Of Total Debt Due To Unrelated Parties (Parenthetical) (Details) - Southern Airways Corporation | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Note payable to U.S. Government, interest rate of 6.5% plus LIBOR adjustment, due October 2025 | |||
Debt Instrument [Line Items] | |||
Long term debt floor rate percentage | 6.50% | ||
Note payable to financial institution, fixed interest rate of 5.72%, due January 2025 | |||
Debt Instrument [Line Items] | |||
Long term debt fixed interest rate percentage | 5.72% | 5.72% | 5.72% |
Note payable to Textron, fixed interest rate of 7.60%, due November 2024 | |||
Debt Instrument [Line Items] | |||
Long term debt floor rate percentage | 7.60% | ||
Long term debt fixed interest rate percentage | 7.60% | 7.60% | |
Note payable to bank, fixed interest rate of 4.65%, due November 2025 | |||
Debt Instrument [Line Items] | |||
Long term debt fixed interest rate percentage | 4.65% | 4.65% | 4.65% |
Note payable to a financing company, fixed interest rate of 5.49%, due December 2026 | |||
Debt Instrument [Line Items] | |||
Long term debt fixed interest rate percentage | 5.49% | 5.49% | 5.49% |
Notes payable to Clarus Capital, fixed interest rate ranging from 6.75% to 7.5% due April, June and September 2027 | |||
Debt Instrument [Line Items] | |||
Long term debt fixed interest rate percentage | 6.75% | 7.50% | |
Notes payable to Clarus Capital, fixed interest rate ranging from 6.75% to 7.5% due April, June and September 2027 | Maximum | |||
Debt Instrument [Line Items] | |||
Long term debt fixed interest rate percentage | 7.50% | ||
Notes payable to Clarus Capital, fixed interest rate ranging from 6.75% to 7.5% due April, June and September 2027 | Minimum | |||
Debt Instrument [Line Items] | |||
Long term debt fixed interest rate percentage | 6.75% | ||
Note payable to Tecnam, fixed interest rate of 6.75%, due July and August 2032 | |||
Debt Instrument [Line Items] | |||
Long term debt fixed interest rate percentage | 6.75% | 6.75% |
Long-Term Debt, Net - Summary_3
Long-Term Debt, Net - Summary Of Total Debt Is Recorded On The Consolidated Balance Sheet (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Short-Term Debt [Line Items] | |||
Total debt, gross | $ 28,684 | ||
Southern Airways Corporation | |||
Short-Term Debt [Line Items] | |||
Total debt, gross | $ 22,182 | 24,445 | $ 4,015 |
Due to related party (See Note 18, Related Party Transactions) | 6,532 | 4,239 | 4,938 |
Total debt, gross | $ 28,714 | $ 28,684 | $ 8,953 |
Long-Term Debt, Net - Summary_4
Long-Term Debt, Net - Summary Of Future Maturities Of Total Debt (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Short-Term Debt [Line Items] | |||
2023/2024 | $ 2,973 | ||
2024/2025 | 3,171 | ||
2025/2026 | 3,308 | ||
2026/2027 | 3,007 | ||
Thereafter | 16,225 | ||
Total debt, gross | 28,684 | ||
Southern Airways Corporation | |||
Short-Term Debt [Line Items] | |||
Remainder of 2023 | $ 1,631 | ||
2023/2024 | 5,591 | ||
2024/2025 | 3,252 | ||
2025/2026 | 2,946 | ||
2026/2027 | 12,934 | ||
Thereafter | 2,360 | ||
Total debt, gross | $ 28,714 | $ 28,684 | $ 8,953 |
Long-Term Debt, Net - Additiona
Long-Term Debt, Net - Additional Information (Detail) $ in Thousands | 1 Months Ended | 12 Months Ended | |||||||||||||
Apr. 06, 2023 USD ($) | Apr. 01, 2023 shares | Aug. 05, 2022 USD ($) | Jul. 01, 2022 USD ($) | Jun. 27, 2022 USD ($) | May 24, 2022 USD ($) | Apr. 29, 2022 USD ($) | Apr. 01, 2022 USD ($) | Jun. 15, 2021 USD ($) INSTALLMENT | Oct. 31, 2020 | Dec. 31, 2022 USD ($) Aircrafts AircraftEngine shares | Dec. 31, 2021 USD ($) shares | Jun. 30, 2023 USD ($) Aircrafts shares | Oct. 28, 2020 USD ($) | Oct. 01, 2020 USD ($) | |
Debt Instrument [Line Items] | |||||||||||||||
Debt instrument face value | $ 15,000 | ||||||||||||||
Common stock, shares outstanding | shares | 12,487,438 | 185,959,043 | 13,417,826 | ||||||||||||
Sky West Inc | Call Option | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Option indexed to issuers equity shares | shares | 1,365 | ||||||||||||||
Clarius Capital Inc | Guarantee And Call Option | Sky West Inc | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Stock issued during the period shares for services | shares | 27,155 | ||||||||||||||
Common stock, shares outstanding | shares | 85,318 | ||||||||||||||
Promissory Note | Clarius Capital Inc | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt instrument face value | $ 9,400 | ||||||||||||||
6.50% Note Payable to U.S. Government | London Interbank Offer Rate | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Long term debt term | 5 years | ||||||||||||||
Debt instrument face value | $ 1,900 | ||||||||||||||
Debt instrument date of first payment required | Oct. 28, 2020 | ||||||||||||||
Long term debt date of maturity | Oct. 28, 2025 | ||||||||||||||
Debt instrument variable interest spread | 6.50% | ||||||||||||||
5.72% Note Payable | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Long term debt date of maturity | Dec. 15, 2022 | ||||||||||||||
Gain loss on restructuring of debt | $ 0 | $ 0 | |||||||||||||
5.72% Note Payable | Amendment One | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt instrument date of first payment required | Jul. 15, 2021 | ||||||||||||||
Long term debt date of maturity | Jan. 15, 2025 | ||||||||||||||
Long term debt balloon payment | $ 477 | ||||||||||||||
Long term debt fixed interest rate percentage | 5.72% | 5.72% | |||||||||||||
Number of instalment payments | INSTALLMENT | 42 | ||||||||||||||
Debt instrument periodic payment of principal | $ 20 | ||||||||||||||
7.60% Note Payable | Amendment One | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Long term debt date of maturity | Nov. 07, 2024 | ||||||||||||||
Long term debt fixed interest rate percentage | 7.60% | 7.60% | |||||||||||||
Gain loss on restructuring of debt | $ 0 | $ 0 | |||||||||||||
4.65% Note Payable | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Long term debt term | 5 years | 5 years | |||||||||||||
Debt instrument face value | $ 38 | ||||||||||||||
Long term debt date of maturity | Nov. 11, 2025 | ||||||||||||||
Long term debt fixed interest rate percentage | 4.65% | ||||||||||||||
5.49% Note Payable | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Long term debt term | 5 years | ||||||||||||||
Long term debt fixed interest rate percentage | 5.49% | ||||||||||||||
Tranche One | Promissory Note | Clarius Capital Inc | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Long term debt term | 5 years | ||||||||||||||
Debt instrument face value | $ 4,200 | ||||||||||||||
Debt instrument date of first payment required | May 01, 2022 | ||||||||||||||
Long term debt date of maturity | Apr. 01, 2027 | ||||||||||||||
Long term debt balloon payment | $ 2,500 | ||||||||||||||
Number of aircrafts collateralized | Aircrafts | 2 | ||||||||||||||
Long term debt fixed interest rate percentage | 6.75% | ||||||||||||||
Number of aircrafts engine collateralized | AircraftEngine | 1 | ||||||||||||||
Tranche One | Promissory Note | Tecnam | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Long term debt term | 10 years | ||||||||||||||
Debt instrument face value | $ 1,800 | ||||||||||||||
Debt instrument date of first payment required | Aug. 01, 2022 | ||||||||||||||
Long term debt date of maturity | Jul. 01, 2032 | ||||||||||||||
Number of aircrafts collateralized | Aircrafts | 1 | ||||||||||||||
Long term debt fixed interest rate percentage | 6.75% | ||||||||||||||
Tranche Two | Promissory Note | Clarius Capital Inc | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Long term debt term | 5 years | ||||||||||||||
Debt instrument face value | $ 3,420 | $ 3,400 | |||||||||||||
Debt instrument date of first payment required | May 29, 2022 | ||||||||||||||
Long term debt date of maturity | Apr. 29, 2027 | ||||||||||||||
Long term debt balloon payment | $ 2,000 | ||||||||||||||
Number of aircrafts collateralized | Aircrafts | 4 | ||||||||||||||
Long term debt fixed interest rate percentage | 6.75% | ||||||||||||||
Tranche Two | Promissory Note | Tecnam | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Long term debt term | 10 years | ||||||||||||||
Debt instrument face value | $ 2,000 | ||||||||||||||
Debt instrument date of first payment required | Sep. 01, 2022 | ||||||||||||||
Long term debt date of maturity | Aug. 01, 2032 | ||||||||||||||
Number of aircrafts collateralized | Aircrafts | 1 | ||||||||||||||
Long term debt fixed interest rate percentage | 6.75% | ||||||||||||||
Tranche Three | Promissory Note | Clarius Capital Inc | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Long term debt term | 5 years | ||||||||||||||
Debt instrument face value | $ 9,350 | ||||||||||||||
Debt instrument date of first payment required | Jul. 27, 2022 | ||||||||||||||
Long term debt date of maturity | Jun. 27, 2027 | ||||||||||||||
Long term debt balloon payment | $ 5,500 | ||||||||||||||
Number of aircrafts collateralized | Aircrafts | 2 | ||||||||||||||
Long term debt fixed interest rate percentage | 7.25% | ||||||||||||||
Tranche Four | Promissory Note | Clarius Capital Inc | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Long term debt term | 5 years | ||||||||||||||
Debt instrument face value | $ 2,900 | ||||||||||||||
Debt instrument date of first payment required | Sep. 05, 2022 | ||||||||||||||
Long term debt date of maturity | Aug. 05, 2027 | ||||||||||||||
Long term debt balloon payment | $ 1,700 | ||||||||||||||
Number of aircrafts collateralized | Aircrafts | 8 | ||||||||||||||
Long term debt fixed interest rate percentage | 7.50% | ||||||||||||||
Skywest Leasing | 19 Month Promissory Note | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Long term debt term | 19 months | ||||||||||||||
Debt instrument face value | $ 2,700 | ||||||||||||||
Related party transaction rate | 9% | ||||||||||||||
Debt instrument date of first payment required | May 06, 2023 | ||||||||||||||
Long term debt date of maturity | Nov. 06, 2024 | ||||||||||||||
Long term debt balloon payment | $ 2,300 | ||||||||||||||
Number of aircrafts collateralized | Aircrafts | 1 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Examination [Line Items] | ||||||
Effective tax rate | 0% | 0% | 0% | 0% | ||
Income tax examination description | The Company is subject to income tax examinations by the U.S. federal and state tax authorities. There were no ongoing income tax examinations as of June 30, 2023. | |||||
Current state taxes | $ 5,000 | $ 7,000 | ||||
Federal statutory rate | 21% | 21% | 21% | 21% | ||
Ongoing income tax examinations | $ 0 | $ 0 | ||||
Income tax examination, year under examination | 2011 | |||||
Deferred tax assets, operating loss carryforwards, domestic | 41,600,000 | |||||
Deferred tax assets, operating loss carryforwards, foreign | 16,300,000 | |||||
Deferred tax assets, valuation allowance | 61,000,000 | 52,300,000 | ||||
Valuation allowance, deferred tax asset, increase (decrease), amount | $ 8,700,000 | |||||
Percentage change in ownership permissible | 50% | |||||
Amount of unrecognized tax benefits | $ 0 | 0 | ||||
Income tax expense benefit | $ 0 | $ 0 | ||||
Effective income tax rate percentage | 0% | 0% | ||||
Southern Airways Corporation | ||||||
Income Tax Examination [Line Items] | ||||||
Current state taxes | $ 10,000 | $ 440,000 | ||||
Federal statutory rate | 21% | 21% | 21% | 21% | 21% | 21% |
Deferred tax assets, valuation allowance | $ 3,300,000 | |||||
Valuation allowance, deferred tax asset, increase (decrease), amount | 1,400,000 | |||||
Amount of unrecognized tax benefits | $ 400,000 | $ 400,000 | ||||
Percentage change in shareholding permissible with no restrictions | 50% | |||||
Term over which change in ownership is monitored | 3 years | |||||
Unrecognized tax benefits that could impact effective tax rate | $ 400 | |||||
Income tax expense benefit | $ 2,000 | $ (1,000) | $ 7,000 | $ (6,000) | $ (409,000) | $ 440,000 |
Effective income tax rate percentage | 0% | 0% | 0% | 0% | 7.40% | 4% |
Southern Airways Corporation | Domestic Tax Authority | ||||||
Income Tax Examination [Line Items] | ||||||
Open tax year | 2013 | 2013 | 2013 | 2013 | ||
Southern Airways Corporation | Domestic Tax Authority | Year Two Thousand And Thirty Five | ||||||
Income Tax Examination [Line Items] | ||||||
Operating loss carry forwards | $ 3,900,000 | $ 2,300,000 | ||||
Southern Airways Corporation | State and Local Jurisdiction | ||||||
Income Tax Examination [Line Items] | ||||||
Open tax year | 2016 | 2016 | 2016 | 2016 | ||
Southern Airways Corporation | State and Local Jurisdiction | Year Two Thousand And Thirty Five | ||||||
Income Tax Examination [Line Items] | ||||||
Operating loss carry forwards | $ 800,000 | $ 400,000 |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Expense (Benefit), Effective Income Tax Rate Reconciliation, Amount [Abstract] | ||||||
Pretax loss, (in dollars) | $ (15,616) | $ (7,600) | ||||
State tax benefit, (in dollars) | (2,575) | (2,251) | ||||
Foreign tax difference, (in dollars) | 8,085 | 787 | ||||
Transaction costs, (in dollars) | 871 | 646 | ||||
Permanent difference, (in dollars) | 556 | 193 | ||||
PPP loan forgiveness, (in dollars) | (154) | |||||
Change in valuation allowance, (in dollars) | 8,717 | 8,369 | ||||
Other, (in dollars) | (38) | 10 | ||||
Effective Income tax expense, (in dollars) | $ 0 | $ 0 | ||||
Effective Income Tax Rate Reconciliation, Percent [Abstract] | ||||||
Pretax loss, (in percentage) | 21% | 21% | ||||
State tax benefit, (in percentage) | 3% | 6% | ||||
Foreign tax difference, (in percentage) | (11.00%) | (2.00%) | ||||
Transaction costs, (in percentage) | (1.00%) | (2.00%) | ||||
Permanent difference, (in percentage) | (1.00%) | (1.00%) | ||||
PPP loan forgiveness, (in percentage) | 0% | 0% | ||||
Change in valuation allowance, (in percentage) | (12.00%) | (23.00%) | ||||
Other, (in percentage) | 0% | 0% | ||||
Effective Income tax expense, (in percentage) | 0% | 0% | ||||
Provision (benefit) at statutory rate (in percentage) | 21% | 21% | 21% | 21% | ||
Southern Airways Corporation | ||||||
Income Tax Expense (Benefit), Effective Income Tax Rate Reconciliation, Amount [Abstract] | ||||||
State tax benefit, (in dollars) | $ (257) | $ 679 | ||||
Permanent difference, (in dollars) | 69 | 14 | ||||
Change in valuation allowance, (in dollars) | 846 | (2,584) | ||||
Other, (in dollars) | 100 | 0 | ||||
Effective Income tax expense, (in dollars) | $ 2 | $ (1) | $ 7 | $ (6) | (409) | 440 |
Provision (benefit) at statutory rate | $ (1,167) | $ 2,331 | ||||
Effective Income Tax Rate Reconciliation, Percent [Abstract] | ||||||
State tax benefit, (in percentage) | 4.60% | 6.10% | ||||
Permanent difference, (in percentage) | (1.20%) | 0.10% | ||||
Change in valuation allowance, (in percentage) | (15.20%) | (23.20%) | ||||
Other, (in percentage) | (1.80%) | 0% | ||||
Effective Income tax expense, (in percentage) | 0% | 0% | 0% | 0% | 7.40% | 4% |
Provision (benefit) at statutory rate (in percentage) | 21% | 21% | 21% | 21% | 21% | 21% |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets: | ||
Book to tax depreciation differences | $ 773 | $ 545 |
Accrued expenses and reserves | 1,254 | 1,415 |
Stock compensation | 274 | 267 |
Intercompany interest | 1,010 | |
Net operating loss carryforwards | 57,825 | 50,158 |
Operating lease liabilities | 340 | |
Other | 165 | 165 |
Total deferred tax assets | 61,641 | 52,550 |
Valuation allowance | 61,031 | 52,314 |
Total deferred tax assets, net | 610 | 236 |
Deferred tax liabilities: | ||
Operating lease right of use assets | (338) | |
Prepaid expenses | (272) | (236) |
Total deferred tax liabilities, net | (610) | (236) |
Total deferred tax assets (liabilities), net | 0 | 0 |
Southern Airways Corporation | ||
Deferred tax assets: | ||
Net operating loss carryforwards | 4,680 | 2,629 |
Other | 0 | 9 |
Total deferred tax assets | 10,568 | 3,984 |
Valuation allowance | (3,273) | (1,861) |
Total deferred tax assets, net | 7,295 | 2,123 |
Capital loss carryforward | 133 | 142 |
Amortization of intangibles | 385 | 429 |
Accrued liabilities | 244 | 214 |
Deferred revenue | 227 | 166 |
Deferred rent | 0 | 395 |
Lease liabilities | 4,288 | 0 |
Interest carryforward | 456 | 0 |
Contributions carryforward | 109 | 0 |
Investment in Marianas | 46 | 0 |
Deferred tax liabilities: | ||
Total deferred tax assets (liabilities), net | 0 | 0 |
Right-of-use assets | (4,027) | 0 |
Book/tax depreciation differences | (3,268) | (2,123) |
Total deferred tax liabilities | $ (7,295) | $ (2,123) |
Income Taxes - Schedule of Sign
Income Taxes - Schedule of Significant Components of The Provision From Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Current: | ||||||
State | $ 5 | $ 7 | ||||
Deferred: | ||||||
Total tax expense (benefit) | 0 | 0 | ||||
Southern Airways Corporation | ||||||
Current: | ||||||
Federal | 0 | 0 | ||||
State | 10 | 440 | ||||
Total | 10 | 440 | ||||
Deferred: | ||||||
Federal | (392) | 0 | ||||
State | (27) | 0 | ||||
Total | (419) | 0 | ||||
Total tax expense (benefit) | $ 2 | $ (1) | $ 7 | $ (6) | $ (409) | $ 440 |
The Cares Act - Additional Info
The Cares Act - Additional Information (Detail) - Southern Airways Corporation - USD ($) | 1 Months Ended | 6 Months Ended | |||||||
Jun. 19, 2020 | Apr. 17, 2020 | Oct. 31, 2021 | Apr. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Paycheck Protecton Programme Loan [Line Items] | |||||||||
Proceeds from other debt | $ 0 | $ 1,000,000 | |||||||
Paycheck Protection Programme Loan | |||||||||
Paycheck Protecton Programme Loan [Line Items] | |||||||||
Proceeds from other debt | $ 4,300,000 | ||||||||
Debt instrument date of issue | Apr. 07, 2020 | ||||||||
Forgiveness of debt instrument | $ 4,300,000 | ||||||||
Payroll Support Programme | |||||||||
Paycheck Protecton Programme Loan [Line Items] | |||||||||
Proceeds from other debt | $ 8,400,000 | ||||||||
Payroll Support Programme Extension One | |||||||||
Paycheck Protecton Programme Loan [Line Items] | |||||||||
Proceeds from other debt | $ 4,700,000 | ||||||||
Payroll Support Programme Payroll Support Programme Extension One And Extension Two | |||||||||
Paycheck Protecton Programme Loan [Line Items] | |||||||||
Other long term liabilities | $ 0 | ||||||||
Payroll Support Programme Extension Two | |||||||||
Paycheck Protecton Programme Loan [Line Items] | |||||||||
Proceeds from other debt | $ 4,900,000 | ||||||||
Deferred Liabilities Non Current | Paycheck Protection Programme Loan | |||||||||
Paycheck Protecton Programme Loan [Line Items] | |||||||||
Other long term liabilities | $ 4,300,000 | $ 4,300,000 |
Goodwill - Additional Informati
Goodwill - Additional Information (Details) - Southern Airways Corporation $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Goodwill [Line Items] | |
Goodwill acquired during period | $ 805 |
Multi Aero | |
Goodwill [Line Items] | |
Goodwill acquired during period | $ 800 |
Goodwill - Summary of Change in
Goodwill - Summary of Change in Goodwill (Details) - Southern Airways Corporation - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill [Line Items] | ||
Beginning of period | ||
Addition from acquisition | 805 | |
Impairment | ||
End of period | $ 805 |
Common Stock Warrants - Summary
Common Stock Warrants - Summary Of The Company's Outstanding Common Stock Warrants (Detail) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Class of Warrant or Right [Line Items] | ||
Exercise price of warrant | $ 1.07 | |
Southern Airways Corporation | Common Stock Warrants | ||
Class of Warrant or Right [Line Items] | ||
Exercise price of warrant | $ 27.25 | $ 27.25 |
Shares price of warrant | 9,918 | 9,918 |
Southern Airways Corporation | Common Stock Warrants | Warrant Tranche A | ||
Class of Warrant or Right [Line Items] | ||
Exercise price of warrant | $ 12.18 | |
Shares price of warrant | 2,052 | |
Southern Airways Corporation | Common Stock Warrants | Warrant Tranche B | ||
Class of Warrant or Right [Line Items] | ||
Exercise price of warrant | $ 14.01 | |
Shares price of warrant | 713 | |
Southern Airways Corporation | Common Stock Warrants | Warrant Tranche C | ||
Class of Warrant or Right [Line Items] | ||
Exercise price of warrant | $ 18.87 | |
Shares price of warrant | 795 | |
Southern Airways Corporation | Common Stock Warrants | Warrant Tranche D | ||
Class of Warrant or Right [Line Items] | ||
Exercise price of warrant | $ 18.98 | |
Shares price of warrant | 4,742 | |
Southern Airways Corporation | Common Stock Warrants | Warrant Tranche E | ||
Class of Warrant or Right [Line Items] | ||
Exercise price of warrant | $ 41.24 | |
Shares price of warrant | 606 | |
Southern Airways Corporation | Common Stock Warrants | Warrant Tranche F | ||
Class of Warrant or Right [Line Items] | ||
Exercise price of warrant | $ 47.32 | |
Shares price of warrant | 634 | |
Southern Airways Corporation | Common Stock Warrants | Warrant Tranche G | ||
Class of Warrant or Right [Line Items] | ||
Exercise price of warrant | $ 50 | |
Shares price of warrant | 376 |
Common Stock Warrants - Additio
Common Stock Warrants - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Class of Warrant or Right [Line Items] | ||
Exercise price per share or per unit of warrants or rights outstanding | $ 1.07 | |
Class of Warrant or Right, Outstanding | 103,368,810 | 99,547,276 |
Southern Airways Corporation | ||
Class of Warrant or Right [Line Items] | ||
Class of Warrant or Right, Outstanding | 9,918 | |
Southern Airways Corporation | Exercise of Warrants Tranche One | ||
Class of Warrant or Right [Line Items] | ||
Number of securities into which the class of warrant or right may be converted | 4,960 | |
Class of warrant or right exercised during the period | 4,960 | |
Class of warrant or right exercised during the period value | $ 107 | |
Southern Airways Corporation | Exercise of Warrants Tranche Two | ||
Class of Warrant or Right [Line Items] | ||
Number of securities into which the class of warrant or right may be converted | 4,134 | |
Class of warrant or right exercised during the period | 4,958 | |
Common Stock Warrants | Southern Airways Corporation | ||
Class of Warrant or Right [Line Items] | ||
Number of securities into which the class of warrant or right may be converted | 9,918 | 9,918 |
Exercise price per share or per unit of warrants or rights outstanding | $ 27.25 | $ 27.25 |
Expiration date of outstanding warrant | Apr. 02, 2023 |
Related Party Balances and Tr_3
Related Party Balances and Transactions - Additional Information (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||||||||||||
Jun. 30, 2023 USD ($) ConvertiblePreferredShares $ / shares shares | Jun. 15, 2023 USD ($) shares | May 22, 2023 USD ($) | Jan. 31, 2023 USD ($) | Jul. 07, 2022 shares | May 17, 2022 USD ($) shares | May 15, 2022 USD ($) | Jul. 07, 2021 shares | Dec. 15, 2020 USD ($) shares | Jul. 07, 2020 USD ($) shares | Jul. 31, 2023 USD ($) | Jun. 30, 2023 USD ($) $ / shares shares | Jun. 30, 2022 USD ($) shares | Jun. 30, 2023 USD ($) Aircrafts $ / shares shares | Jun. 30, 2022 USD ($) shares | Dec. 31, 2022 USD ($) Aircrafts shares $ / shares | Dec. 31, 2021 USD ($) Aircrafts shares | Dec. 31, 2020 USD ($) shares Aircrafts $ / shares | Dec. 31, 2019 USD ($) Aircrafts $ / shares | Nov. 12, 2022 USD ($) | Apr. 07, 2020 USD ($) | Dec. 31, 2018 USD ($) | Dec. 31, 2017 USD ($) | |
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Principal amount | $ 15,000 | $ 15,000 | $ 15,000 | ||||||||||||||||||||
Fair value of convertible notes | 35,106 | $ 9,500 | 35,106 | 35,106 | $ 29,096 | $ 11,681 | |||||||||||||||||
Gain (loss) on extinguishment of debt | (389) | $ 3,959 | (389) | $ 5,951 | 5,951 | 691 | |||||||||||||||||
Maturity date | Jan. 31, 2025 | ||||||||||||||||||||||
Converted to shares from related party promissory note | 5,260 | 5,260 | |||||||||||||||||||||
Proceeds from related party debt | 16,477 | 2,250 | 7,106 | ||||||||||||||||||||
Stock issued during period, value, conversion of convertible securities | 202 | 300 | 202 | 385 | 130 | ||||||||||||||||||
Other liabilities noncurrent | $ 18,546 | $ 18,546 | $ 18,546 | $ 9,762 | $ 5,909 | ||||||||||||||||||
Common stock, shares outstanding | shares | 13,417,826 | 13,417,826 | 13,417,826 | 12,487,438 | 185,959,043 | ||||||||||||||||||
Temporary equity, Shares Outstanding | shares | 300,623,025 | 249,935,596 | |||||||||||||||||||||
Temporary equity value | $ 133,667 | $ 133,667 | $ 133,667 | $ 130,667 | $ 118,692 | ||||||||||||||||||
Southern Airways Corporation | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Gain (loss) on extinguishment of debt | (37) | 0 | |||||||||||||||||||||
Due to related parties | 4,555 | 4,555 | 4,555 | 5,516 | 2,072 | ||||||||||||||||||
Proceeds from related party debt | 2,700 | 0 | |||||||||||||||||||||
Stock issued during period, value, conversion of convertible securities | $ 1,104 | $ 1,104 | 1,290 | ||||||||||||||||||||
Other liabilities noncurrent | $ 298 | $ 298 | $ 298 | $ 697 | $ 747 | ||||||||||||||||||
Common stock, shares outstanding | shares | 373,935 | 373,935 | 373,935 | 364,841 | 336,914 | ||||||||||||||||||
Temporary equity value | $ 3,624 | $ 3,624 | $ 3,624 | $ 3,624 | $ 3,624 | ||||||||||||||||||
Convertible secured promissory note | 2020 secured promissory note agreement | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Principal amount | $ 7,500 | ||||||||||||||||||||||
Converted to shares from related party promissory note | $ 7,600 | ||||||||||||||||||||||
Converted to shares from related party promissory note, shares | shares | 15,110,962 | ||||||||||||||||||||||
2021 Convertible Note | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Principal amount | $ 4,500 | $ 4,500 | |||||||||||||||||||||
Maturity date | Dec. 31, 2022 | ||||||||||||||||||||||
Common Shares | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Fair value of convertible notes | $ 300 | ||||||||||||||||||||||
Common stock discount percenatge | 20% | ||||||||||||||||||||||
Proceeds from issuance of common stock | $ 300 | ||||||||||||||||||||||
Common Shares | Southern Airways Corporation | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Stock issued during period, shares, conversion of convertible securities | shares | 23,450 | 23,450 | 27,155 | ||||||||||||||||||||
Common Shares | IPO | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Common stock discount percenatge | 35% | ||||||||||||||||||||||
Class B-2 Redeemable Convertible Preferred Shares | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Preferred stock convertible, conversion price | $ / shares | $ 1.7068 | ||||||||||||||||||||||
Temporary equity, Shares Outstanding | shares | 24,194,129 | 24,194,129 | |||||||||||||||||||||
Class B-6s Convertible Preferred Shares | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Extinguishment of debt, amount | $ 200 | $ 500 | |||||||||||||||||||||
Debt instrument, convertible, number of equity instruments | 486,402 | 1,008,196 | |||||||||||||||||||||
Preferred stock, shares outstanding | shares | 83,819,163 | 83,819,163 | 83,819,163 | 71,478,742 | 70,606,523 | ||||||||||||||||||
Class B-6s Convertible Preferred Shares | 2021 Convertible Note | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Debt instrument, convertible, number of equity instruments | shares | 17,373,521 | ||||||||||||||||||||||
Lam Ven | Term Notes | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Principal amount | $ 5,000 | $ 4,600 | $ 4,500 | ||||||||||||||||||||
Maturity date | Dec. 31, 2023 | Dec. 31, 2023 | |||||||||||||||||||||
Interest rate of term note | 10% | 10% | |||||||||||||||||||||
Lam Ven | Term Notes 8.25% | Term Notes | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Principal amount | $ 5,500 | ||||||||||||||||||||||
Interest rate, stated percentage | 8.25% | ||||||||||||||||||||||
Lam Ven | Term Notes 10.0% | Term Notes | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Principal amount | $ 7,100 | ||||||||||||||||||||||
Interest rate, stated percentage | 10% | ||||||||||||||||||||||
Lam Ven | Related Party | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Due to related parties | $ 100 | $ 100 | $ 100 | $ 400 | $ 90 | ||||||||||||||||||
Monthly lease payment per aircraft | $ / shares | $ 0.025 | $ 0.025 | $ 0.025 | $ 25,000 | $ 25,000 | ||||||||||||||||||
LamJam | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Fair value of convertible notes | $ 9,500 | ||||||||||||||||||||||
Common stock discount percenatge | 20% | ||||||||||||||||||||||
Maturity date | Jun. 15, 2025 | ||||||||||||||||||||||
Amounts of transaction | $ 6,900 | ||||||||||||||||||||||
Term note agreement amount | 3,470 | ||||||||||||||||||||||
Proceeds from issuance of common stock | 3,470 | ||||||||||||||||||||||
LamJam | Term Notes | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Term note agreement amount | 3,500 | ||||||||||||||||||||||
Converted to shares from related party promissory note | $ 5,300 | ||||||||||||||||||||||
Converted to shares from related party promissory note, shares | shares | 9,932,241 | ||||||||||||||||||||||
LamJam | Term Notes 8.25% | Term Notes | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Principal amount | $ 1,700 | ||||||||||||||||||||||
Interest rate, stated percentage | 8.25% | ||||||||||||||||||||||
LamJam | Term Notes 10.0% | Term Notes | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Principal amount | $ 3,500 | ||||||||||||||||||||||
Interest rate, stated percentage | 10% | ||||||||||||||||||||||
LamJam | IPO | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Common stock discount percenatge | 35% | ||||||||||||||||||||||
Park Lane | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Proceeds from related party debt | $ 400 | ||||||||||||||||||||||
Park Lane | Park Lane SAFE | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Proceeds from issuance of common stock | $ 7,500 | ||||||||||||||||||||||
Park Lane | Class B-6s Convertible Preferred Shares | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Stock issued during period, shares, conversion of convertible securities | shares | 834,566 | ||||||||||||||||||||||
Stock issued during period, value, conversion of convertible securities | $ 5,000 | ||||||||||||||||||||||
Preferred stock, shares outstanding | shares | 9,442,871 | ||||||||||||||||||||||
Park Lane | Related Party | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Number of aircrafts | Aircrafts | 4 | 4 | 3 | ||||||||||||||||||||
Lease agreement, extend | On June 16, 2023, the Company amended the lease agreements with Park Lane to extend the expiration date for a 6-month term of August 1, 2023 through January 31, 2024. | ||||||||||||||||||||||
LamVen LLC | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Principal amount | $ 2,100 | ||||||||||||||||||||||
Fair value of convertible notes | $ 400 | ||||||||||||||||||||||
Extinguishment of debt, amount | 2,000 | ||||||||||||||||||||||
Gain (loss) on extinguishment of debt | $ 1,900 | ||||||||||||||||||||||
LamVen LLC | LamVen SAFE Agreement | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Proceeds from issuance of common stock | $ 7,500 | ||||||||||||||||||||||
LamVen LLC | 2022 convertible note | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Principal amount | $ 1,300 | ||||||||||||||||||||||
Maturity date | Dec. 31, 2022 | ||||||||||||||||||||||
LamVen LLC | Class B-6s Convertible Preferred Shares | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Debt instrument, convertible, number of equity instruments | shares | 4,370,452 | ||||||||||||||||||||||
LamVen LLC | Class B-6s Convertible Preferred Shares | 2022 convertible note | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Debt instrument, convertible, number of equity instruments | shares | 4,940,258 | ||||||||||||||||||||||
Skywest Airlines | Southern Airways Corporation | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Common stock, shares outstanding | shares | 58,163 | ||||||||||||||||||||||
Skywest Airlines | Skywest Note | Southern Airways Corporation | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Principal amount | $ 3,900 | $ 3,900 | $ 3,900 | $ 4,200 | $ 4,900 | ||||||||||||||||||
Due to related parties | 1,000 | 1,000 | $ 1,000 | $ 728 | $ 699 | ||||||||||||||||||
Debt instrument interest rate during period | 4% | 4% | 4% | ||||||||||||||||||||
Debt instrument collateralized pledge percentage | 100% | 100% | |||||||||||||||||||||
Other liabilities noncurrent | 5,500 | 5,500 | $ 5,500 | $ 3,500 | $ 4,200 | ||||||||||||||||||
Engine reserves | $ 1,700 | $ 1,700 | $ 1,700 | $ 900 | |||||||||||||||||||
Common stock, shares outstanding | shares | 85,318 | 85,318 | 85,318 | 85,318 | |||||||||||||||||||
Skywest Airlines | Skywest Note | Prepaid Expenses and Other Current Assets | Southern Airways Corporation | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Engine reserves | $ 900 | 0 | |||||||||||||||||||||
Skywest Airlines | Skywest Note Two | Southern Airways Corporation | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Principal amount | $ 2,700 | $ 2,700 | $ 2,700 | ||||||||||||||||||||
Interest rate, stated percentage | 9% | 9% | 9% | ||||||||||||||||||||
Due to related parties | $ 2,300 | $ 2,300 | $ 2,300 | ||||||||||||||||||||
Kuzari Investor 94647 LLC | Southern Airways Corporation | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Common stock, shares outstanding | shares | 32,699 | 32,699 | 32,699 | 32,699 | |||||||||||||||||||
Temporary equity value | $ 4,600 | $ 4,600 | $ 4,600 | $ 4,500 | |||||||||||||||||||
Dividends payable | 1,400 | 1,400 | 1,400 | 1,200 | |||||||||||||||||||
Consulting expenses incurred | 19 | $ 38 | 38 | $ 75 | 138 | 150 | |||||||||||||||||
Consulting expenses payable | $ 0 | $ 0 | 0 | 0 | 0 | ||||||||||||||||||
Kuzari Investor 94647 LLC | Maximum | Southern Airways Corporation | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Annualized fee | 150 | 150 | |||||||||||||||||||||
Kuzari Investor 94647 LLC | Minimum | Southern Airways Corporation | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Annualized fee | $ 100 | $ 100 | |||||||||||||||||||||
Kuzari Investor 94647 LLC | Series A Redeemable Convertible Preferred Stock | Southern Airways Corporation | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Temporary equity, Shares Outstanding | shares | 105,556 | 105,556 | 105,556 | 105,556 | |||||||||||||||||||
Kuzari Investor 94647 LLC | Series A Two Redeemable Convertible Preferred Stock | Southern Airways Corporation | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Temporary equity, Shares Outstanding | shares | 25,000 | 25,000 | 25,000 | 25,000 | |||||||||||||||||||
JA Flight Services | Southern Airways Corporation | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Common stock, shares outstanding | shares | 40,000 | 40,000 | 40,000 | 40,000 | |||||||||||||||||||
Number of aircrafts leased | Aircrafts | 3 | 3 | |||||||||||||||||||||
Combined lease and engine reserve expense | $ 308 | $ 575 | $ 1,100 | ||||||||||||||||||||
Amounts payable to related party | $ 37 | $ 37 | $ 37 | ||||||||||||||||||||
JA Flight Services | Southern Airways Corporation | Nonconsolidated Investees, Other | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Equity method investment ownership percentage | 50% | 50% | 50% | 50% | |||||||||||||||||||
BAJ Flight Services | Southern Airways Corporation | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Number of aircrafts leased | Aircrafts | 1 | 1 | |||||||||||||||||||||
Combined lease and engine reserve expense | 279 | 560 | $ 1,200 | ||||||||||||||||||||
Amounts payable to related party | $ 37 | $ 37 | $ 37 | ||||||||||||||||||||
BAJ Flight Services | Southern Airways Corporation | Nonconsolidated Investees, Other | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Equity method investment ownership percentage | 100% | 100% | 100% | 100% | |||||||||||||||||||
JA Flight And BAJ Flight Services | Southern Airways Corporation | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Due to related parties | $ 250 | ||||||||||||||||||||||
Other liabilities noncurrent | 250 | ||||||||||||||||||||||
Amounts payable to related party | 500 | $ 500 | |||||||||||||||||||||
Deferred lease payable | $ 0 | ||||||||||||||||||||||
Schuman | Southern Airways Corporation | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Common stock, shares outstanding | shares | 5,774 | 5,774 | 5,774 | 5,002 | |||||||||||||||||||
Number of aircrafts leased | Aircrafts | 6 | 6 | 6 | ||||||||||||||||||||
Combined lease and engine reserve expense | $ 401 | $ 412 | $ 829 | $ 792 | $ 1,500 | $ 930 | |||||||||||||||||
Amounts payable to related party | $ 16 | 16 | 16 | 314 | 0 | ||||||||||||||||||
Consideration for agreement | $ 500 | ||||||||||||||||||||||
Each installment payment of consideration | $ 100 | ||||||||||||||||||||||
Schuman | Installment I | Southern Airways Corporation | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Common shares issued in consideration for agreement | shares | 2,777 | ||||||||||||||||||||||
Schuman | Installment II | Southern Airways Corporation | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Common shares issued in consideration for agreement | shares | 2,225 | 2,225 | |||||||||||||||||||||
Schuman | Installment III | Southern Airways Corporation | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Common shares issued in consideration for agreement | shares | 2,296 | 2,296 | |||||||||||||||||||||
Schuman | Installment IV | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Cash payment in lieu of shares | $ 100 | ||||||||||||||||||||||
Schuman | Installment V | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Cash payment in lieu of shares | $ 100 | ||||||||||||||||||||||
SAFE Notes | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Fair value of convertible notes | $ 20,600 | $ 20,600 | $ 20,600 | 10,800 | |||||||||||||||||||
Common stock discount percenatge | 20% | ||||||||||||||||||||||
Maturity date | May 17, 2024 | ||||||||||||||||||||||
SAFE Notes | IPO | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Common stock discount percenatge | 35% | ||||||||||||||||||||||
SAFE Notes | Lam Ven | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Fair value of convertible notes | $ 5,400 | ||||||||||||||||||||||
Common stock discount percenatge | 20% | ||||||||||||||||||||||
Maturity date | May 17, 2024 | ||||||||||||||||||||||
SAFE Notes | Lam Ven | IPO | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Common stock discount percenatge | 35% | ||||||||||||||||||||||
SAFE Notes | Park Lane | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Fair value of convertible notes | $ 5,400 | ||||||||||||||||||||||
Common stock discount percenatge | 20% | ||||||||||||||||||||||
Maturity date | May 17, 2024 | ||||||||||||||||||||||
SAFE Notes | Park Lane | IPO | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Common stock discount percenatge | 35% | ||||||||||||||||||||||
2017 Convertible Notes | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Principal amount | $ 3,850 | 4,850 | $ 6,600 | $ 6,600 | |||||||||||||||||||
Fair value of convertible notes | 15,200 | $ 8,700 | |||||||||||||||||||||
Gross proceeds from convertible notes | $ 60,000 | ||||||||||||||||||||||
Preferred stock convertible, percentage | 70 | 70 | 70 | 70 | |||||||||||||||||||
Percentage of accrued interest at conversion | 22% | ||||||||||||||||||||||
2017 Convertible Notes | IPO | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Preferred stock convertible, conversion price | $ / shares | $ 1.1533 | $ 1.1533 | $ 1.1533 | $ 1.1533 | |||||||||||||||||||
2017 Convertible Notes | Common Shares | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Preferred stock convertible, conversion price | $ / shares | 1.1533 | 1.1533 | 1.1533 | 1.1533 | |||||||||||||||||||
2017 Convertible Notes | Class B-2 Redeemable Convertible Preferred Shares | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Preferred stock convertible, conversion price | $ / shares | 1.1533 | 1.1533 | 1.1533 | 1.1533 | |||||||||||||||||||
2017 Convertible Notes | Class B-5 and B-6 Redeemable Convertible Preferred Shares [Member] | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Preferred stock convertible, conversion price | $ / shares | $ 0.38 | $ 0.38 | $ 0.38 | $ 0.38 | |||||||||||||||||||
Percentage of accrued interest at conversion | 22% | 22% | |||||||||||||||||||||
Number of preferred shares received upon conversion granted percentage | 10% | 10% | |||||||||||||||||||||
2017 Convertible Notes | Lam Ven | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Principal amount | $ 3,500 | $ 3,500 | $ 3,500 | $ 3,500 | $ 3,500 | $ 3,500 | |||||||||||||||||
Fair value of convertible notes | $ 11,900 | $ 11,900 | 11,900 | $ 13,800 | |||||||||||||||||||
Gross proceeds from convertible notes | $ 60,000 |
Related Party Balances and Tr_4
Related Party Balances and Transactions - Schedule of SAFE note is Included in SAFE notes at Fair Value, Long Term in Condensed Consolidated Balance Sheets (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Related Party Transaction [Line Items] | ||
Total | $ 56,845,000 | $ 24,714,000 |
SAFE Notes Fair Value | ||
Related Party Transaction [Line Items] | ||
Total | 30,124 | 10,806 |
Lam Ven | SAFE Notes Fair Value | ||
Related Party Transaction [Line Items] | ||
Total | 10,302 | 5,403 |
LamJam | SAFE Notes Fair Value | ||
Related Party Transaction [Line Items] | ||
Total | 9,520 | |
Park Lane | SAFE Notes Fair Value | ||
Related Party Transaction [Line Items] | ||
Total | $ 10,302 | $ 5,403 |
Related Party Balances and Tr_5
Related Party Balances and Transactions - Schedule of Term Notes Outstanding (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Lam Ven | Term Notes | ||
Related Party Transaction [Line Items] | ||
Term notes outstanding | $ 12,585 | $ 4,500 |
Related Party Balances and Tr_6
Related Party Balances and Transactions - Schedule of Related Party Dues or Receivables (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | ||
Related Party Transaction [Line Items] | |||||
Total due to related parties, net of current portion | $ 18,546 | $ 9,762 | $ 5,909 | ||
Southern Airways Corporation | |||||
Related Party Transaction [Line Items] | |||||
Total current portion due to related parties | 4,555 | 5,516 | 2,072 | ||
Total due to related parties, net of current portion | 298 | 697 | 747 | ||
Related Party | |||||
Related Party Transaction [Line Items] | |||||
Total current portion due to related parties | 12,699 | 4,947 | 90 | ||
Related Party | Southern Airways Corporation | |||||
Related Party Transaction [Line Items] | |||||
Total current portion due to related parties | 2,790 | 3,125 | 1,016 | ||
Total due to related parties, net of current portion | 7,579 | 6,217 | 4,689 | ||
Accounts Payable or Receivable | Related Party | Southern Airways Corporation | |||||
Related Party Transaction [Line Items] | |||||
Accounts payable (receivable) | 53 | 467 | (56) | ||
Other Current Liabilities | Related Party | Southern Airways Corporation | |||||
Related Party Transaction [Line Items] | |||||
Total current portion due to related parties | 175 | [1] | 158 | [1] | 373 |
Current Maturities of Long Term Debt | Related Party | Southern Airways Corporation | |||||
Related Party Transaction [Line Items] | |||||
Total current portion due to related parties | 1,036 | [2] | 728 | [2] | 699 |
Short Term Operating Lease Liabilities | Related Party | Southern Airways Corporation | |||||
Related Party Transaction [Line Items] | |||||
Total current portion due to related parties | 1,526 | 1,772 | 0 | ||
Other Noncurrent Liabilities | Related Party | Southern Airways Corporation | |||||
Related Party Transaction [Line Items] | |||||
Total due to related parties, net of current portion | 100 | [1] | 100 | [1] | 450 |
Long Term Operating Lease Liabilities | Related Party | Southern Airways Corporation | |||||
Related Party Transaction [Line Items] | |||||
Total due to related parties, net of current portion | 1,983 | 2,606 | 0 | ||
Long Term Debt Net of Current Maturities | Related Party | Southern Airways Corporation | |||||
Related Party Transaction [Line Items] | |||||
Total due to related parties, net of current portion | $ 5,496 | [2] | $ 3,511 | [2] | $ 4,239 |
[1]Liability related to Makani Kai Acquisition and SkyWest Notes’ accrued interest[2]Notes Payable to SkyWest |
Redeemable Convertible Prefer_7
Redeemable Convertible Preferred Shares - Summary Of Redeemable Convertible Preferred Share (Detail) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Temporary Equity [Line Items] | |||
Temporary equity, Shares Authorized | 362,258,435 | 362,258,435 | |
Temporary equity, Shares Issued | 300,623,025 | 249,935,596 | |
Temporary equity, Shares Outstanding | 300,623,025 | 249,935,596 | |
Redeemable Convertible Preferred Shares | |||
Temporary Equity [Line Items] | |||
Temporary equity, Shares Authorized | 263,459,277 | 263,459,277 | 263,459,277 |
Temporary equity, Shares Issued | 234,856,003 | 229,144,283 | 179,329,073 |
Temporary equity, Shares Outstanding | 234,856,003 | 229,144,283 | 179,329,073 |
Liquidation Preference | $ 181,599 | $ 178,608 | $ 153,094 |
Southern Airways Corporation | Series A Preferred Stock | |||
Temporary Equity [Line Items] | |||
Temporary equity, Shares Authorized | 105,556 | 105,556 | 105,556 |
Temporary equity, Shares Issued | 105,556 | 105,556 | 105,556 |
Temporary equity, Shares Outstanding | 105,556 | 105,556 | 105,556 |
Carrying Value | $ 2,150 | $ 2,150 | $ 2,150 |
Liquidation Preference | $ 3,759 | $ 3,635 | $ 3,396 |
Southern Airways Corporation | Series A1 Redeemable Convertible Preferred Stock | |||
Temporary Equity [Line Items] | |||
Temporary equity, Shares Authorized | 7,033 | 7,033 | 7,033 |
Temporary equity, Shares Issued | 7,033 | 7,033 | 7,033 |
Temporary equity, Shares Outstanding | 7,033 | 7,033 | 7,033 |
Carrying Value | $ 141 | $ 141 | $ 141 |
Liquidation Preference | $ 246 | $ 238 | $ 222 |
Southern Airways Corporation | Series A2 Redeemable Convertible Preferred Stock | |||
Temporary Equity [Line Items] | |||
Temporary equity, Shares Authorized | 25,000 | 25,000 | 25,000 |
Temporary equity, Shares Issued | 25,000 | 25,000 | 25,000 |
Temporary equity, Shares Outstanding | 25,000 | 25,000 | 25,000 |
Carrying Value | $ 500 | $ 500 | $ 500 |
Liquidation Preference | $ 874 | $ 845 | $ 790 |
Southern Airways Corporation | Series B Preferred Stock | |||
Temporary Equity [Line Items] | |||
Temporary equity, Shares Authorized | 25,000 | 25,000 | 25,000 |
Temporary equity, Shares Issued | 25,000 | 25,000 | 25,000 |
Temporary equity, Shares Outstanding | 25,000 | 25,000 | 25,000 |
Carrying Value | $ 833 | $ 833 | $ 833 |
Liquidation Preference | $ 2,453 | $ 2,374 | $ 2,219 |
Southern Airways Corporation | Redeemable Convertible Preferred Shares | |||
Temporary Equity [Line Items] | |||
Temporary equity, Shares Authorized | 162,589 | 162,589 | 162,589 |
Temporary equity, Shares Issued | 162,589 | 162,589 | 162,589 |
Temporary equity, Shares Outstanding | 162,589 | 162,589 | 162,589 |
Carrying Value | $ 3,624 | $ 3,624 | $ 3,624 |
Liquidation Preference | $ 7,332 | $ 7,092 | $ 6,627 |
Redeemable Convertible Prefer_8
Redeemable Convertible Preferred Shares - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2023 | |
Southern Airways Corporation | |||
Temporary Equity [Line Items] | |||
Dividends | $ 0 | $ 0 | |
Temporary equity accumulated dividends | $ 1,800,000 | 1,300,000 | $ 2,000,000 |
Series A, Series A-1, and Series A-2 Redeemable Convertible Preferred Share | Southern Airways Corporation | |||
Temporary Equity [Line Items] | |||
Temporary equity dividend rate | 8% | ||
Temporary equity dividend rate on issuance of equity securities or convertible instruments | 15% | ||
Temporary equity proportionate sharing of dividends | 70% | ||
Series A, Series A-1, and Series A-2 Redeemable Convertible Preferred Share | Before Sixty Days | Southern Airways Corporation | |||
Temporary Equity [Line Items] | |||
Temporary equity unpaid dividend rate | 10% | ||
Series A, Series A-1, and Series A-2 Redeemable Convertible Preferred Share | After Sixty Days | Southern Airways Corporation | |||
Temporary Equity [Line Items] | |||
Temporary equity unpaid dividend rate | 15% | ||
Series A Preferred Stock | Southern Airways Corporation | |||
Temporary Equity [Line Items] | |||
Shares issued, price per share | $ 20.37 | ||
Per share conversion price of preferred stock | 11.6491 | ||
Temporary equity liquidation preference | 20.3683 | ||
Series A1 Redeemable Convertible Preferred Stock | Southern Airways Corporation | |||
Temporary Equity [Line Items] | |||
Shares issued, price per share | 20 | ||
Per share conversion price of preferred stock | 5.4515 | ||
Temporary equity liquidation preference | 20 | ||
Series A2 Redeemable Convertible Preferred Stock | Southern Airways Corporation | |||
Temporary Equity [Line Items] | |||
Shares issued, price per share | 20 | ||
Per share conversion price of preferred stock | 15.291 | ||
Temporary equity liquidation preference | $ 20 | ||
Series B Preferred Stock | Southern Airways Corporation | |||
Temporary Equity [Line Items] | |||
Temporary equity dividend rate | 8% | ||
Shares issued, price per share | $ 60 | ||
Temporary equity proportionate sharing of dividends | 30% | ||
Per share conversion price of preferred stock | $ 17.2654 | ||
Temporary equity liquidation preference | 60 | ||
Redeemable Convertible Preferred Shares | |||
Temporary Equity [Line Items] | |||
Shares issued, price per share | $ 3.4136 | ||
Dividends | $ 0 | ||
Redeemable Convertible Preferred Shares | Southern Airways Corporation | |||
Temporary Equity [Line Items] | |||
Dividend tax rate | 23.80% | ||
Deemed liquidation event trigger percentage sale of stock | 50% |
Net Loss per Share Applicable_3
Net Loss per Share Applicable to Ordinary Shareholders, Basic and Diluted - Schedule of Computation of Net Loss Per Ordinary Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Earnings Per Share [Abstract] | ||||||
Net loss | $ (44,520) | $ (18,753) | $ (65,093) | $ (29,400) | $ (74,362) | $ (35,784) |
Weighted-average number of common shares used in net loss per share applicable to ordinary shareholders, basic | 14,168,091 | 13,427,098 | 14,138,856 | 12,759,876 | 302,006,679 | 192,372,698 |
Weighted-average number of common shares used in net loss per share applicable to ordinary shareholders, diluted | 14,168,091 | 13,427,098 | 14,138,856 | 12,759,876 | 302,006,679 | 192,372,698 |
Net loss per share applicable to ordinary shareholders, basic | $ (3.14) | $ (1.4) | $ (4.6) | $ (2.3) | $ (0.25) | $ (0.19) |
Net loss per share applicable to ordinary shareholders, diluted | $ (3.14) | $ (1.4) | $ (4.6) | $ (2.3) | $ (0.25) | $ (0.19) |
Net Loss per Share Applicable_4
Net Loss per Share Applicable to Ordinary Shareholders, Basic and Diluted - Schedule of Anti-dilutive Potential Ordinary Shares Excluded from Computation of Diluted net Loss Per Share (Details) - shares | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Excluded securities: | 19,263,641 | 17,933,781 | 19,263,641 | 17,933,781 | 416,004,351 | 341,369,597 |
Preferred Stock (As Converted to Ordinary Shares) | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Excluded securities: | 14,226,483 | 13,323,745 | 14,226,483 | 13,323,745 | 300,623,025 | 249,935,594 |
Options to Purchase Ordinary Shares | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Excluded securities: | 1,743,735 | 1,125,008 | 1,743,735 | 1,125,008 | 39,608,026 | 10,806,791 |
Restricted Stock Units | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Excluded securities: | 220,424 | 220,424 | 220,424 | 220,424 | 4,937,534 | 4,937,535 |
Unvested RSPAs | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Excluded securities: | 3,072,999 | 3,264,603 | 3,072,999 | 3,264,603 | 70,835,766 | 75,689,677 |
Quarterly Financial Informati_3
Quarterly Financial Information - Schedule of Quarterly Financial Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2023 | Mar. 31, 2022 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||
Operating income (loss) | $ (13,154) | $ (13,055) | $ (25,202) | $ (24,285) | $ (50,904) | $ (33,350) | |||
Income (loss) before income taxes | (44,520) | (18,753) | (65,093) | (29,400) | (74,362) | (35,784) | |||
Net income (loss) attributable to common shareholders | (44,520) | (18,753) | (65,093) | (29,400) | (74,362) | (35,784) | |||
Deferred revenue | 8,394 | 8,394 | 7,820 | 5,162 | |||||
Current liabilities | 131,767 | 131,767 | 57,398 | 55,575 | |||||
Total liabilities | 160,449 | 160,449 | 105,119 | 61,892 | |||||
Accumulated deficit | (416,932) | (416,932) | (351,839) | (277,477) | |||||
Total stockholders' deficit | (279,335) | (180,096) | (279,335) | (180,096) | (222,089) | (173,026) | $ (241,518) | $ (176,879) | |
Deferred revenue | 961 | 710 | 3,950 | 2,083 | |||||
Cash Flows from operating activities | (20,622) | (15,452) | (28,037) | (23,930) | |||||
Southern Airways Corporation | |||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||
Revenues | 36,355 | $ 24,636 | 80,716 | 57,679 | |||||
Operating income (loss) | (1,286) | (1,278) | (3,154) | (1,797) | 9,035 | (4,012) | 11,760 | ||
Income (loss) before income taxes | (1,736) | (1,628) | (4,098) | (2,331) | 8,716 | (5,557) | 11,100 | ||
Net income (loss) including noncontrolling interest | (2,337) | 8,387 | (5,148) | 10,660 | |||||
Net income (loss) attributable to common shareholders | (1,738) | (1,629) | (3,904) | (2,337) | 8,387 | (4,471) | 10,660 | ||
Deferred revenue | 7,570 | 6,719 | 7,570 | 6,719 | 6,260 | 4,513 | |||
Current liabilities | 29,400 | 19,320 | 29,400 | 19,320 | 27,510 | 11,917 | |||
Total liabilities | 65,439 | 50,603 | 65,439 | 50,603 | 65,989 | 22,795 | |||
Accumulated deficit | (14,483) | (8,444) | (14,483) | (8,444) | (10,579) | (6,108) | |||
Total stockholders' deficit | $ (4,518) | (2,676) | (4,518) | (2,676) | (721) | 2,360 | |||
Deferred revenue | 1,311 | 2,079 | 2,612 | 1,619 | 1,892 | ||||
Cash Flows from operating activities | $ (1,933) | 427 | 10,979 | 1,789 | 11,025 | ||||
Previously Reported | Southern Airways Corporation | |||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||
Revenues | 36,521 | 24,645 | 80,963 | 57,794 | |||||
Operating income (loss) | (1,631) | 9,044 | (3,765) | 11,875 | |||||
Income (loss) before income taxes | (2,165) | 8,725 | (5,310) | 11,215 | |||||
Net income (loss) including noncontrolling interest | (2,171) | 8,396 | (4,901) | 10,775 | |||||
Net income (loss) attributable to common shareholders | (2,171) | 8,396 | (4,224) | 10,775 | |||||
Deferred revenue | 5,945 | 5,945 | 5,404 | 3,904 | |||||
Current liabilities | 18,546 | 18,546 | 26,654 | 11,308 | |||||
Total liabilities | 49,829 | 49,829 | 65,133 | 22,186 | |||||
Accumulated deficit | (7,670) | (7,670) | (9,723) | (5,499) | |||||
Total stockholders' deficit | (1,902) | (1,902) | |||||||
Deferred revenue | 1,913 | 2,603 | 1,372 | 1,777 | |||||
Cash Flows from operating activities | 427 | 10,979 | 1,789 | 11,025 | |||||
Revision of Prior Period, Adjustment | Southern Airways Corporation | |||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||
Revenues | (166) | (9) | (247) | (115) | |||||
Operating income (loss) | (166) | (9) | (247) | (115) | |||||
Income (loss) before income taxes | (166) | (9) | (247) | (115) | |||||
Net income (loss) including noncontrolling interest | (166) | (9) | (247) | (115) | |||||
Net income (loss) attributable to common shareholders | (166) | (9) | (247) | (115) | |||||
Deferred revenue | 774 | 774 | 856 | 609 | |||||
Current liabilities | 774 | 774 | 856 | 609 | |||||
Total liabilities | 774 | 774 | 856 | 609 | |||||
Accumulated deficit | (774) | (774) | (856) | (609) | |||||
Total stockholders' deficit | $ (774) | (774) | |||||||
Deferred revenue | 166 | 9 | 247 | 115 | |||||
Cash Flows from operating activities | $ 0 | $ 0 | $ 0 | $ 0 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||||||||||||||||
Jul. 27, 2023 USD ($) $ / shares shares | Jul. 21, 2023 USD ($) $ / shares shares | Jun. 15, 2023 USD ($) | May 22, 2023 USD ($) | Apr. 06, 2023 USD ($) | Apr. 01, 2023 USD ($) | Jan. 31, 2023 USD ($) | Jan. 18, 2023 USD ($) | Nov. 14, 2022 shares | Jul. 31, 2023 USD ($) $ / shares shares | Mar. 31, 2023 USD ($) shares | Jun. 30, 2023 USD ($) shares | Mar. 31, 2023 USD ($) shares | Jun. 30, 2022 USD ($) shares | Jun. 30, 2023 USD ($) shares | Jun. 30, 2022 USD ($) shares | Jun. 30, 2021 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Aug. 02, 2023 shares | Mar. 21, 2023 USD ($) | Feb. 08, 2023 USD ($) | Nov. 12, 2022 USD ($) | May 31, 2022 USD ($) | May 17, 2022 USD ($) | Dec. 31, 2020 USD ($) | |
Subsequent Event [Line Items] | |||||||||||||||||||||||||||
Number of ordinary shares re-issued | 13,417,826 | 13,417,826 | 12,487,438 | 185,959,043 | |||||||||||||||||||||||
Number of ordinary warrants exercised | 25,307 | 171,730 | 10,000 | ||||||||||||||||||||||||
Exercise price of warrant | $ / shares | $ 1.07 | ||||||||||||||||||||||||||
Exchange of common stock, value | $ | $ 202,000 | $ 300,000 | $ 202,000 | $ 385,000 | $ 130,000 | ||||||||||||||||||||||
Proceeds from convertible notes | $ | 4,000,000 | 4,000,000 | |||||||||||||||||||||||||
Principal amount | $ | $ 15,000,000 | 15,000,000 | |||||||||||||||||||||||||
Amount of property tax, interest and penalties related to lien | $ | 200,000 | $ 200,000 | |||||||||||||||||||||||||
Class of warrant or right, outstanding | 103,368,810 | 99,547,276 | |||||||||||||||||||||||||
Debt Instrument, Maturity Date | Jan. 31, 2025 | ||||||||||||||||||||||||||
Share-based payment arrangement expense | $ | $ 2,798,000 | 9,991,000 | $ 12,452,000 | $ 3,191,000 | |||||||||||||||||||||||
Southern Airways Corporation | |||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||
Number of ordinary shares re-issued | 373,935 | 373,935 | 364,841 | 336,914 | |||||||||||||||||||||||
Outstanding principal | $ | $ 22,182,000 | $ 22,182,000 | $ 24,445,000 | $ 4,015,000 | |||||||||||||||||||||||
Exchange of common stock, value | $ | $ 1,104,000 | 1,104,000 | $ 1,290,000 | ||||||||||||||||||||||||
Class of warrant or right, outstanding | 9,918 | ||||||||||||||||||||||||||
Revenue from jet charter business | $ | 36,355,000 | $ 24,636,000 | $ 80,716,000 | 57,679,000 | |||||||||||||||||||||||
Repayments of related party debt | $ | 407,000 | $ 347,000 | 699,000 | 450,000 | |||||||||||||||||||||||
Share-based payment arrangement expense | $ | 0 | 220,000 | |||||||||||||||||||||||||
Southern Airways Corporation | Restricted Stock | |||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||
Share-based payment arrangement expense | $ | 0 | 0 | |||||||||||||||||||||||||
Southern Airways Corporation | Jet Charter Operations | |||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||
Revenue from jet charter business | $ | $ 2,300,000 | ||||||||||||||||||||||||||
Southern Airways Corporation | Exercise of Warrants Tranche One | |||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||
Number of preferred warrants converted | 4,960 | ||||||||||||||||||||||||||
Class of warrant or right exercised during the period | 4,960 | ||||||||||||||||||||||||||
Class of warrant or right exercised during the period value | $ | $ 107,000 | ||||||||||||||||||||||||||
Southern Airways Corporation | Exercise of Warrants Tranche Two | |||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||
Number of preferred warrants converted | 4,134 | ||||||||||||||||||||||||||
Class of warrant or right exercised during the period | 4,958 | ||||||||||||||||||||||||||
Southern Airways Corporation | Marianas | |||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||
Deferred incentive income | $ | $ 735,000 | $ 1,000,000 | |||||||||||||||||||||||||
LamJam | |||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||
Common stock discount percenatge | 20% | ||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Jun. 15, 2025 | ||||||||||||||||||||||||||
LamJam | IPO | |||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||
Common stock discount percenatge | 35% | ||||||||||||||||||||||||||
GEM Global Yield LLC SCS and an Entity Affiliated with GEM | Share Purchase Agreement | |||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||
Share Purchase Agreement, cash consideration | $ | $ 400,000,000 | $ 200,000,000 | |||||||||||||||||||||||||
Share Purchase Agreement, commitment fee payable | $ | $ 8,000,000 | $ 4,000,000 | |||||||||||||||||||||||||
SAFE Notes | |||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||
Outstanding principal | $ | 500,000 | ||||||||||||||||||||||||||
Term Notes | Lam Ven | |||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||
Outstanding principal | $ | 12,585,000 | 12,585,000 | $ 4,500,000 | ||||||||||||||||||||||||
Principal amount | $ | $ 5,000,000 | $ 4,600,000 | $ 4,500,000 | ||||||||||||||||||||||||
Interest rate of term note | 10% | 10% | |||||||||||||||||||||||||
Debt Instrument, Maturity Date | Dec. 31, 2023 | Dec. 31, 2023 | |||||||||||||||||||||||||
Redeemable Convertible Preferred Shares | |||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||
Price per share | $ / shares | $ 3.4136 | ||||||||||||||||||||||||||
Temporary equity, liquidation preference | $ | 181,599,000 | 181,599,000 | $ 178,608,000 | 153,094,000 | |||||||||||||||||||||||
Redeemable Convertible Preferred Shares | Southern Airways Corporation | |||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||
Temporary equity, liquidation preference | $ | $ 7,332,000 | $ 7,332,000 | $ 7,092,000 | $ 6,627,000 | |||||||||||||||||||||||
Class B-6a Redeemable Convertible Preferred Shares | |||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||
Price per share | $ / shares | $ 0.53 | $ 0.53 | |||||||||||||||||||||||||
Temporary equity, liquidation preference | $ | $ 70,448,000 | $ 47,295,000 | |||||||||||||||||||||||||
Class B-5 Redeemable Convertible Preferred Shares | |||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||
Price per share | $ / shares | $ 0.38 | $ 0.38 | |||||||||||||||||||||||||
Temporary equity, liquidation preference | $ | $ 9,635,000 | $ 7,273,000 | |||||||||||||||||||||||||
Common Stock | |||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||
Number of ordinary warrants exercised | 25,307 | 25,307 | 171,730 | 10,000 | |||||||||||||||||||||||
Common stock discount percenatge | 20% | ||||||||||||||||||||||||||
Common Stock | Southern Airways Corporation | |||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||
Exchange of common stock, share | 23,450 | 23,450 | 27,155 | ||||||||||||||||||||||||
Common Stock | IPO | |||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||
Common stock discount percenatge | 35% | ||||||||||||||||||||||||||
Common Stock | Merger Agreement with Tuscan Holdings Corp II | Maximum | |||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||
Equity instruments to be issued as part of business combination | 635,000 | ||||||||||||||||||||||||||
Common Stock | Merger Agreement with Tuscan Holdings Corp II | Minimum | |||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||
Equity instruments to be issued as part of business combination | 600,000 | ||||||||||||||||||||||||||
Subsequent Event | |||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||
Shares conversion ratio | 22.4 | ||||||||||||||||||||||||||
Amount of property tax, interest and penalties related to lien | $ | $ 200,000 | ||||||||||||||||||||||||||
Subsequent Event | Southern Airways Corporation | |||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||
Class of warrant or right, outstanding | 9,918 | 9,918 | |||||||||||||||||||||||||
Subsequent Event | Southern Airways Corporation | Aircrafts | |||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||
Finance lease, liability, to be paid, remainder of fiscal year | $ | $ 2,300,000 | ||||||||||||||||||||||||||
Subsequent Event | Southern Airways Corporation | Revolving Credit Facility | Maximum | |||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||
Line of credit facility, maximum borrowing capacity | $ | $ 5,000,000 | ||||||||||||||||||||||||||
Subsequent Event | Southern Airways Corporation | Revolving Credit Facility | Minimum | |||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||
Line of credit facility, maximum borrowing capacity | $ | $ 2,000,000 | ||||||||||||||||||||||||||
Subsequent Event | Southern Airways Corporation | Exercise of Warrants Tranche One | |||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||
Number of preferred warrants converted | 4,960 | 4,960 | |||||||||||||||||||||||||
Class of warrant or right exercised during the period | 4,960 | ||||||||||||||||||||||||||
Class of warrant or right exercised during the period value | $ | $ 107,000 | ||||||||||||||||||||||||||
Subsequent Event | Southern Airways Corporation | Exercise of Warrants Tranche Two | |||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||
Number of preferred warrants converted | 4,134 | 4,134 | |||||||||||||||||||||||||
Class of warrant or right exercised during the period | 4,958 | ||||||||||||||||||||||||||
Subsequent Event | Southern Airways Corporation | Marianas | |||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||
Deferred incentive income | $ | $ 645,000 | $ 645,000 | |||||||||||||||||||||||||
Subsequent Event | GEM Global Yield LLC SCS and an Entity Affiliated with GEM | Share Purchase Agreement | |||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||
Number of ordinary shares re-issued | 1,300,000 | ||||||||||||||||||||||||||
Share Purchase Agreement, cash consideration | $ | $ 400,000,000 | ||||||||||||||||||||||||||
Share Purchase Agreement, commitment fee payable | $ | $ 8,000,000 | ||||||||||||||||||||||||||
Subsequent Event | Makani Kai | Southern Airways Corporation | |||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||
Repayments of related party debt | $ | $ 100,000 | ||||||||||||||||||||||||||
Subsequent Event | GEM Purchase Agreement | |||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||
Price per share | $ / shares | $ 25 | ||||||||||||||||||||||||||
Exchange of common stock, value | $ | $ 25,000,000 | ||||||||||||||||||||||||||
Exchange of common stock, share | 1,000,000 | ||||||||||||||||||||||||||
Subsequent Event | Convertible Note Purchase Agreement | |||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||
Price per share | $ / shares | $ 5 | ||||||||||||||||||||||||||
Exchange of common stock, share | 1,333,333 | ||||||||||||||||||||||||||
Proceeds from convertible notes | $ | $ 8,000,000 | ||||||||||||||||||||||||||
Subsequent Event | SAFE Notes | |||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||
Outstanding principal | $ | $ 56,437,414 | ||||||||||||||||||||||||||
Percentage of contractual discount on share settlements | 35% | ||||||||||||||||||||||||||
Price per share | $ / shares | $ 5 | ||||||||||||||||||||||||||
Principal amount | $ | $ 300,000 | ||||||||||||||||||||||||||
Common stock discount percenatge | 20% | ||||||||||||||||||||||||||
Subsequent Event | SAFE Notes | IPO | |||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||
Common stock discount percenatge | 35% | ||||||||||||||||||||||||||
Subsequent Event | Term Notes | Lam Ven | |||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||
Principal amount | $ | $ 3,400,000 | $ 1,000,000 | |||||||||||||||||||||||||
Proceeds from Issuance of Long-Term Debt | $ | $ 3,400,000 | $ 400,000 | $ 600,000 | ||||||||||||||||||||||||
Interest rate of term note | 10% | 8.25% | |||||||||||||||||||||||||
Debt Instrument, Maturity Date | Dec. 31, 2023 | Dec. 31, 2023 | |||||||||||||||||||||||||
Subsequent Event | Term Notes | LamJam | |||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||
Principal amount | $ | $ 1,700,000 | ||||||||||||||||||||||||||
Proceeds from Issuance of Long-Term Debt | $ | $ 3,500,000 | $ 1,700,000 | $ 3,500,000 | ||||||||||||||||||||||||
Interest rate of term note | 10% | 8.25% | |||||||||||||||||||||||||
Debt Instrument, Maturity Date | Dec. 31, 2023 | Dec. 31, 2023 | |||||||||||||||||||||||||
Subsequent Event | Promissory Note | SkyWest Leasing Inc | Southern Airways Corporation | |||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||
Principal amount | $ | $ 2,700,000 | ||||||||||||||||||||||||||
Debt instrument interest rate during period | 9% | ||||||||||||||||||||||||||
Debt instrument, payment terms | payable as a fixed monthly amount commencing on May 6, 2023, and continuing through the maturity date of November 6, 2024. | ||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Nov. 06, 2024 | ||||||||||||||||||||||||||
Debt instrument, periodic payment terms, balloon payment to be paid | $ | $ 2,300,000 | ||||||||||||||||||||||||||
Subsequent Event | Southern Acquisition | |||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||
Equity instruments to be issued as part of business combination | 16,249,963 | ||||||||||||||||||||||||||
Aggregate merger consideration | $ | $ 81,250,000 | ||||||||||||||||||||||||||
Business acquisition, share price | $ / shares | $ 5 | ||||||||||||||||||||||||||
Subsequent Event | Southern Acquisition | Southern Airways Corporation | |||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||
Equity instruments to be issued as part of business combination | 16,249,963 | ||||||||||||||||||||||||||
Aggregate merger consideration | $ | $ 81,250,000 | ||||||||||||||||||||||||||
Business acquisition, share price | $ / shares | $ 5 | ||||||||||||||||||||||||||
Subsequent Event | SAM Acquisition | Southern Airways Corporation | |||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||
Stock redeemed or called during period, shares | 162,589 | ||||||||||||||||||||||||||
Temporary equity, accretion to redemption value | $ | $ 3,600,000 | ||||||||||||||||||||||||||
Temporary equity, accretion of dividends | $ | 2,100,000 | ||||||||||||||||||||||||||
Temporary equity, liquidation preference | $ | $ 7,200,000 | ||||||||||||||||||||||||||
Conversion of stock, shares converted | 1,441,023 | ||||||||||||||||||||||||||
Subsequent Event | SAM Acquisition | Southern Airways Corporation | Restricted Stock | |||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||
Share-based compensation arrangement by share-based payment award, equity instruments other than options, vested in period | 48,600 | ||||||||||||||||||||||||||
Share-based payment arrangement expense | $ | $ 1,600,000 | ||||||||||||||||||||||||||
Subsequent Event | SAM Acquisition | Notes Payable | Southern Airways Corporation | |||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||
Debt instrument interest rate during period | 5.72% | ||||||||||||||||||||||||||
Long-term debt, maturity, remainder of fiscal year | $ | $ 800,000 | ||||||||||||||||||||||||||
Subsequent Event | SAM Acquisition | Clarus Promissory Note | Southern Airways Corporation | |||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||
Debt instrument interest rate during period | 8.66% | ||||||||||||||||||||||||||
Subsequent Event | 2017 Convertible Notes | SAM Stock. | |||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||
Number of ordinary warrants exercised | 142,102 | ||||||||||||||||||||||||||
Subsequent Event | Class B-6a Redeemable Convertible Preferred Shares | 2020 Convertible Note | |||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||
Conversion of convertible notes to convertible preferred shares | $ | $ 732,480 | ||||||||||||||||||||||||||
Conversion of convertible notes to convertible preferred shares, (in Shares) | 1,383,342 | ||||||||||||||||||||||||||
Subsequent Event | Class B-5 Redeemable Convertible Preferred Shares | 2017 Convertible Notes | |||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||
Number of ordinary shares cancelled | 1,421,539 | ||||||||||||||||||||||||||
Number of ordinary shares re-issued | 1,421,539 | ||||||||||||||||||||||||||
Exercise price of warrant | $ / shares | $ 0.01 | ||||||||||||||||||||||||||
Conversion of convertible notes to convertible preferred shares | $ | $ 12,206,936 | ||||||||||||||||||||||||||
Conversion of convertible notes to convertible preferred shares, (in Shares) | 31,842,733 | ||||||||||||||||||||||||||
Ordinary warrants issued | 3,212,347 | ||||||||||||||||||||||||||
Subsequent Event | Class B-5 Redeemable Convertible Preferred Shares | 2017 Convertible Notes | SAM Stock. | |||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||
Number of ordinary shares re-issued | 142,102 | ||||||||||||||||||||||||||
Subsequent Event | Common Stock | GEM Global Yield LLC SCS and an Entity Affiliated with GEM | Share Purchase Agreement | |||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||
Number of common stock issued | 1,300,000 | ||||||||||||||||||||||||||
Subsequent Event | Common Stock | GEM Purchase Agreement | |||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||
Number of common stock issued | 1,300,000 | ||||||||||||||||||||||||||
Subsequent Event | Common Stock | SAFE Notes | |||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||
Number of common stock issued | 17,365,358 | ||||||||||||||||||||||||||
Subsequent Event | Common Stock | Merger Agreement with Tuscan Holdings Corp II | |||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||
Equity instruments to be issued as part of business combination | 635,000 | ||||||||||||||||||||||||||
Business acquisition, share price | $ / shares | $ 5 | ||||||||||||||||||||||||||
Contract termination expense | $ | $ 3,175,000 | ||||||||||||||||||||||||||
Subsequent Event | Common Stock | Southern Acquisition | |||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||
Equity instruments to be issued as part of business combination | 16,250,000 | ||||||||||||||||||||||||||
Subsequent Event | Common Stock | Southern Acquisition | Southern Airways Corporation | |||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||
Equity instruments to be issued as part of business combination | 16,250,000 | ||||||||||||||||||||||||||
Subsequent Event | Common Stock | 2020 Convertible Note | |||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||
Number of ordinary shares cancelled | 61,756 | ||||||||||||||||||||||||||
Number of ordinary shares re-issued | 61,756 | ||||||||||||||||||||||||||
Subsequent Event | Warrants | |||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||
Shares conversion ratio | 22.4 | ||||||||||||||||||||||||||
Exercise price of warrant | $ / shares | $ 38.23 | ||||||||||||||||||||||||||
Warrants reissued | 120,934 | ||||||||||||||||||||||||||
Subsequent Event | Class B-2, B-3, and B-4 Preferred Warrants | |||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||
Number of preferred warrants converted | 2,708,961 | ||||||||||||||||||||||||||
Exercise price of warrant | $ / shares | $ 1.71 | ||||||||||||||||||||||||||
Subsequent Event | SAGL Merger Sub Inc | |||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||
Number of share options converted | 1,743,735 | ||||||||||||||||||||||||||
Number of share options re-issued | 1,743,735 | ||||||||||||||||||||||||||
Subsequent Event | SAGL Merger Sub Inc | Redeemable Convertible Preferred Shares | |||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||
Shares conversion ratio | 22.4 | ||||||||||||||||||||||||||
Number of ordinary shares cancelled | 234,856,003 | ||||||||||||||||||||||||||
Number of ordinary shares re-issued | 10,484,579 | ||||||||||||||||||||||||||
Subsequent Event | SAGL Merger Sub Inc | Class B-6s Convertible Preferred Shares | |||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||
Shares conversion ratio | 22.4 | ||||||||||||||||||||||||||
Number of ordinary shares cancelled | 83,819,163 | ||||||||||||||||||||||||||
Number of ordinary shares re-issued | 3,741,904 | ||||||||||||||||||||||||||
Subsequent Event | SAGL Merger Sub Inc | Common Stock | |||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||
Number of ordinary shares cancelled | 13,417,826 | ||||||||||||||||||||||||||
Number of ordinary shares re-issued | 13,417,826 | ||||||||||||||||||||||||||
Subsequent Event | SAGL Merger Sub Inc | Warrants | |||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||
Number of ordinary shares re-issued | 3,663,900 | ||||||||||||||||||||||||||
Number of ordinary warrants exercised | 3,701,255 |