Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 09, 2021 | |
Document Information [Line Items] | ||
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-39426 | |
Entity Central Index Key | 0001814329 | |
Entity Registrant Name | ASTRA SPACE, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 1900 Skyhawk Street | |
Entity Address, City or Town | Alameda | |
Entity Address, State or Province | CA | |
Entity Tax Identification Number | 85-1270303 | |
Entity Address, Postal Zip Code | 94501 | |
City Area Code | 866 | |
Local Phone Number | 278-7217 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Small Business | false | |
Entity Shell Company | false | |
Document Fiscal Period Focus | Q3 | |
Common Class A [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Class A Common Stock, par value $0.0001 per share | |
Trading Symbol | ASTR | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 202,076,073 | |
Common Class B [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 56,239,189 | |
Warrants to Purchase [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Warrants to purchase one share of common Stock, each at an exercise price of $11.50 | |
Trading Symbol | ASTRW | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 |
Current assets: | |||
Cash and cash equivalents | $ 378,652 | $ 10,611 | |
Inventories | 5,027 | 649 | |
Prepaid and other current assets | 15,215 | 485 | |
Total current assets | 398,894 | 11,745 | |
Non-current assets: | |||
Property, plant and equipment, net | 43,576 | 24,069 | |
Right-of-use asset | 9,425 | 0 | |
Goodwill | 58,893 | 0 | |
Intangible assets, net | 19,263 | 0 | |
Other non-current assets | 253 | 77 | |
Total assets | 530,304 | 35,891 | |
Current liabilities: | |||
Accounts payable | 4,921 | 2,474 | |
Operating lease obligation, current portion | 1,746 | 0 | |
Accrued expenses and other current liabilities | 28,658 | 4,390 | |
Long-term debt, current portion | 0 | 41,132 | |
Long-term debt, current portion due to related parties | 0 | 10,503 | |
Total current liabilities | 35,325 | 58,499 | |
Non-current liabilities: | |||
Long-term debt | 0 | 7,286 | |
Warrant liabilities | 36,339 | 0 | |
Operating lease obligation, net of current portion | 7,433 | 0 | |
Other non-current liabilities | 14,275 | 1,685 | |
Total liabilities | 93,372 | 67,470 | |
Commitments and Contingencies (Note 11) | |||
TEMPORARY EQUITY | |||
Total temporary equity | 0 | 108,829 | |
STOCKHOLDERS' EQUITY (DEFICIT) | |||
Additional paid in capital | 1,794,023 | 50,282 | |
Accumulated deficit | (1,357,118) | (190,697) | |
Total stockholders' equity (deficit) | 436,932 | 417,014 | (140,408) |
Total liabilities, temporary equity and stockholders' equity (deficit) | 530,304 | 35,891 | |
Series A Convertible Preferred Stock [Member] | |||
TEMPORARY EQUITY | |||
Convertible preferred stock value | 0 | 15,922 | |
Series B Convertible Preferred Stock [Member] | |||
TEMPORARY EQUITY | |||
Convertible preferred stock value | 0 | 92,907 | |
Convertible Preferred Stock [Member] | |||
TEMPORARY EQUITY | |||
Convertible preferred stock value | 108,829 | ||
STOCKHOLDERS' EQUITY (DEFICIT) | |||
Founders convertible preferred stock, $0.0001 par value; none authorized, issued and outstanding as of September 30, 2021; 12,302,500 shares authorized, issued and outstanding as of December 31, 2020 | 1 | ||
Common Class A [Member] | |||
STOCKHOLDERS' EQUITY (DEFICIT) | |||
Common stock Value | 21 | 2 | |
Total stockholders' equity (deficit) | 21 | 20 | |
Common Class B [Member] | |||
STOCKHOLDERS' EQUITY (DEFICIT) | |||
Common stock Value | 6 | $ 4 | |
Total stockholders' equity (deficit) | $ 6 | $ 6 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 |
Preferred stock, shares outstanding | 0 | |
Common stock, shares authorized | 466,000,000 | |
Series A Convertible Preferred Stock [Member] | ||
Temporary equity, par value | $ 0.0001 | $ 0.0001 |
Temporary equity, shares authorized | 0 | 44,017,454 |
Temporary equity, shares issued | 0 | 43,744,059 |
Temporary equity, shares outstanding | 0 | 43,744,059 |
Series B Convertible Preferred Stock [Member] | ||
Temporary equity, par value | $ 0.0001 | $ 0.0001 |
Temporary equity, shares authorized | 0 | 47,406,862 |
Temporary equity, shares issued | 0 | 47,024,227 |
Temporary equity, shares outstanding | 0 | 47,024,227 |
Convertible Preferred Stock [Member] | ||
Temporary equity, shares outstanding | 90,768,286 | |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 0 | 12,302,500 |
Preferred stock, shares issued | 0 | 12,302,500 |
Preferred stock, shares outstanding | 0 | 12,302,500 |
Common Class A [Member] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 400,000,000 | 176,225,000 |
Common stock, shares issued | 202,034,520 | 15,679,758 |
Common stock, shares outstanding | 202,034,520 | 15,679,758 |
Common Class B [Member] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 65,000,000 | 61,512,500 |
Common stock, shares issued | 56,239,189 | 47,281,500 |
Common stock, shares outstanding | 56,239,189 | 47,281,500 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Operating expenses: | ||||
Research and development | $ 21,724 | $ 5,423 | $ 44,159 | $ 20,955 |
Sales and marketing | 1,090 | 0 | 2,229 | 0 |
General and administrative | 19,730 | 2,358 | 50,712 | 9,341 |
Total operating loss | (42,544) | (7,781) | (97,100) | (30,296) |
Interest expense, net | (18) | (1,312) | (1,194) | (3,564) |
Other (expense) income, net | 25,895 | 3,891 | 25,177 | 7,852 |
Loss on extinguishment of convertible notes | 0 | 0 | (131,908) | 0 |
Loss on extinguishment of convertible notes attributable to related parties | 0 | 0 | (1,875) | 0 |
Loss before taxes | (16,631) | (5,202) | (206,900) | (26,008) |
Income tax (benefit) expense | (383) | 0 | (383) | 0 |
Net loss | (16,248) | (5,202) | (206,517) | (26,008) |
Adjustment to redemption value on Convertible Preferred Stock | 0 | 0 | (1,011,726) | 0 |
Net Income (Loss) Available to Common Stockholders, Basic, Total | (16,248) | (5,202) | (1,218,243) | (26,008) |
Common Class A [Member] | ||||
Operating expenses: | ||||
Net Income (Loss) Available to Common Stockholders, Basic, Total | $ (12,697) | $ (596) | $ (749,083) | $ (2,992) |
Net loss per share: | ||||
Weighted average number of shares – basic and diluted | 201,080,003 | 6,367,490 | 79,784,524 | 6,334,324 |
Net loss per share – basic and diluted | $ (0.06) | $ (0.09) | $ (9.39) | $ (0.47) |
Common Class B [Member] | ||||
Operating expenses: | ||||
Net Income (Loss) Available to Common Stockholders, Basic, Total | $ (3,551) | $ (4,606) | $ (469,160) | $ (23,016) |
Net loss per share: | ||||
Weighted average number of shares – basic and diluted | 56,239,188 | 49,210,000 | 49,970,071 | 48,722,577 |
Net loss per share – basic and diluted | $ (0.06) | $ (0.09) | $ (9.39) | $ (0.47) |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Temporary Equity and Stockholders' Deficit (Unaudited) - USD ($) $ in Thousands | Total | Cumulative Effect Adjustment Due To Adoption of ASU 2020-06 [Member] | Previously Reported [Member] | Convertible Preferred Stock [Member] | Convertible Preferred Stock [Member]Previously Reported [Member] | Convertible Preferred Stock [Member]Retroactive Application of Recapitalization [Member] | Common Class A [Member] | Common Class B [Member] | Founders Preferred Stock [Member] | Founders Preferred Stock [Member]Previously Reported [Member] | Founders Preferred Stock [Member]Retroactive Application of Recapitalization [Member] | Common Stock [Member] | Common Stock [Member]Previously Reported [Member] | Common Stock [Member]Retroactive Application of Recapitalization [Member] | Additional Paid in Capital [Member] | Additional Paid in Capital [Member]Cumulative Effect Adjustment Due To Adoption of ASU 2020-06 [Member] | Additional Paid in Capital [Member]Previously Reported [Member] | Additional Paid in Capital [Member]Retroactive Application of Recapitalization [Member] | Accumulated Deficit [Member] | Accumulated Deficit [Member]Cumulative Effect Adjustment Due To Adoption of ASU 2020-06 [Member] | Accumulated Deficit [Member]Previously Reported [Member] |
Beginning Balance at Dec. 31, 2019 | $ (114,914) | $ (114,914) | $ 1 | $ 1 | $ 5 | $ 5 | $ 7,484 | $ 7,490 | $ (6) | $ (122,404) | $ (122,404) | ||||||||||
Beginning Balance (in shares) at Dec. 31, 2019 | 12,302,500 | 18,500,000 | 6,197,500 | 53,396,109 | 80,294,900 | 26,898,791 | |||||||||||||||
Temporary Equity, Beginning Balance (in shares) at Dec. 31, 2019 | 90,768,286 | 136,493,663 | (45,725,377) | ||||||||||||||||||
Temporary Equity, Beginning Balance at Dec. 31, 2019 | $ 108,829 | $ 108,829 | |||||||||||||||||||
Stock-based compensation | 372 | 372 | |||||||||||||||||||
Stock-based compensation (in shares) | 1,508,720 | ||||||||||||||||||||
Exercise of options | 19 | 19 | |||||||||||||||||||
Exercise of options (in shares) | 173,729 | ||||||||||||||||||||
Net loss | (11,981) | (11,981) | |||||||||||||||||||
Temporary Equity, Ending Balance (in shares) at Mar. 31, 2020 | 90,768,286 | ||||||||||||||||||||
Temporary Equity, Ending Balance at Mar. 31, 2020 | $ 108,829 | ||||||||||||||||||||
Ending Balance (in shares) at Mar. 31, 2020 | 12,302,500 | 55,078,558 | |||||||||||||||||||
Ending Balance at Mar. 31, 2020 | (126,504) | $ 1 | $ 5 | 7,875 | (134,385) | ||||||||||||||||
Beginning Balance at Dec. 31, 2019 | (114,914) | (114,914) | $ 1 | $ 1 | $ 5 | $ 5 | 7,484 | 7,490 | (6) | (122,404) | (122,404) | ||||||||||
Beginning Balance (in shares) at Dec. 31, 2019 | 12,302,500 | 18,500,000 | 6,197,500 | 53,396,109 | 80,294,900 | 26,898,791 | |||||||||||||||
Temporary Equity, Beginning Balance (in shares) at Dec. 31, 2019 | 90,768,286 | 136,493,663 | (45,725,377) | ||||||||||||||||||
Temporary Equity, Beginning Balance at Dec. 31, 2019 | $ 108,829 | $ 108,829 | |||||||||||||||||||
Adjustment to redemption value on Convertible Preferred Stock | $ 0 | $ 0 | |||||||||||||||||||
Net loss | (26,008) | ||||||||||||||||||||
Ending Balance (in shares) at Sep. 30, 2020 | 90,768,286 | 12,302,500 | 55,612,400 | ||||||||||||||||||
Ending Balance at Sep. 30, 2020 | (140,281) | $ 108,829 | $ 1 | $ 5 | 8,125 | (148,412) | |||||||||||||||
Beginning Balance at Mar. 31, 2020 | (126,504) | $ 1 | $ 5 | 7,875 | (134,385) | ||||||||||||||||
Beginning Balance (in shares) at Mar. 31, 2020 | 12,302,500 | 55,078,558 | |||||||||||||||||||
Temporary Equity, Beginning Balance (in shares) at Mar. 31, 2020 | 90,768,286 | ||||||||||||||||||||
Temporary Equity, Beginning Balance at Mar. 31, 2020 | $ 108,829 | ||||||||||||||||||||
Stock-based compensation | 141 | 141 | |||||||||||||||||||
Stock-based compensation (in shares) | 482,125 | ||||||||||||||||||||
Exercise of options | 5 | 5 | |||||||||||||||||||
Exercise of options (in shares) | 10,640 | ||||||||||||||||||||
Net loss | (8,825) | (8,825) | |||||||||||||||||||
Temporary Equity, Ending Balance (in shares) at Jun. 30, 2020 | 90,768,286 | ||||||||||||||||||||
Temporary Equity, Ending Balance at Jun. 30, 2020 | $ 108,829 | ||||||||||||||||||||
Ending Balance (in shares) at Jun. 30, 2020 | 12,302,500 | 55,571,323 | |||||||||||||||||||
Ending Balance at Jun. 30, 2020 | (135,183) | $ 1 | $ 5 | 8,021 | (143,210) | ||||||||||||||||
Stock-based compensation | 95 | 95 | |||||||||||||||||||
Exercise of options | 9 | 9 | |||||||||||||||||||
Exercise of options (in shares) | 41,077 | ||||||||||||||||||||
Net loss | (5,202) | (5,202) | |||||||||||||||||||
Ending Balance (in shares) at Sep. 30, 2020 | 90,768,286 | 12,302,500 | 55,612,400 | ||||||||||||||||||
Ending Balance at Sep. 30, 2020 | (140,281) | $ 108,829 | $ 1 | $ 5 | 8,125 | (148,412) | |||||||||||||||
Beginning Balance at Dec. 31, 2020 | (140,408) | $ (9,028) | (140,408) | $ 1 | $ 1 | $ 6 | $ 6 | 50,282 | $ (9,719) | 50,289 | (7) | (190,697) | $ 691 | (190,697) | |||||||
Beginning Balance (in shares) at Dec. 31, 2020 | 12,302,500 | 18,500,000 | 6,197,500 | 62,961,258 | 94,678,583 | ||||||||||||||||
Temporary Equity, Beginning Balance (in shares) at Dec. 31, 2020 | 90,768,286 | 136,493,663 | (45,725,377) | (31,717,325) | |||||||||||||||||
Temporary Equity, Beginning Balance at Dec. 31, 2020 | $ 108,829 | $ 108,829 | |||||||||||||||||||
Stock-based compensation | 2,177 | 2,177 | |||||||||||||||||||
Exercise of options | 228 | 228 | |||||||||||||||||||
Exercise of options (in shares) | 498,807 | ||||||||||||||||||||
Issuance of Series C Convertible Preferred Stock, net of issuance costs | $ 221,943 | ||||||||||||||||||||
Issuance of Series C Convertible Preferred Stock, net of issuance costs (in shares) | 28,498,141 | ||||||||||||||||||||
Conversion of Founders Convertible Preferred Stock to Series C Convertible Preferred Stock, issued | 8,156 | 8,156 | |||||||||||||||||||
Conversion of Founders Convertible Preferred Stock to Series C Convertible Preferred Stock, issued (in shares) | 5,073,576 | (5,073,576) | |||||||||||||||||||
Adjustment to redemption value on Convertible Preferred Stock | (1,011,726) | $ 1,011,726 | (51,131) | (960,595) | |||||||||||||||||
Net loss | (158,972) | (158,972) | |||||||||||||||||||
Temporary Equity, Ending Balance (in shares) at Mar. 31, 2021 | 124,340,003 | ||||||||||||||||||||
Temporary Equity, Ending Balance at Mar. 31, 2021 | $ 1,342,498 | ||||||||||||||||||||
Ending Balance (in shares) at Mar. 31, 2021 | 7,228,924 | 63,460,065 | |||||||||||||||||||
Ending Balance at Mar. 31, 2021 | (1,309,573) | $ 1 | $ 6 | 7 | (1,309,573) | ||||||||||||||||
Beginning Balance at Dec. 31, 2020 | $ (140,408) | $ (9,028) | $ (140,408) | $ 1 | $ 1 | $ 6 | $ 6 | 50,282 | $ (9,719) | $ 50,289 | $ (7) | (190,697) | $ 691 | $ (190,697) | |||||||
Beginning Balance (in shares) at Dec. 31, 2020 | 12,302,500 | 18,500,000 | 6,197,500 | 62,961,258 | 94,678,583 | ||||||||||||||||
Temporary Equity, Beginning Balance (in shares) at Dec. 31, 2020 | 90,768,286 | 136,493,663 | (45,725,377) | (31,717,325) | |||||||||||||||||
Temporary Equity, Beginning Balance at Dec. 31, 2020 | $ 108,829 | $ 108,829 | |||||||||||||||||||
Exercise of options (in shares) | 3,524,943 | ||||||||||||||||||||
Adjustment to redemption value on Convertible Preferred Stock | $ (622,098) | $ (389,628) | |||||||||||||||||||
Net loss | $ (206,517) | ||||||||||||||||||||
Ending Balance (in shares) at Sep. 30, 2021 | 202,034,520 | 56,239,189 | |||||||||||||||||||
Ending Balance at Sep. 30, 2021 | 436,932 | $ 21 | $ 6 | 1,794,023 | (1,357,118) | ||||||||||||||||
Beginning Balance at Mar. 31, 2021 | (1,309,573) | $ 1 | $ 6 | 7 | (1,309,573) | ||||||||||||||||
Beginning Balance (in shares) at Mar. 31, 2021 | 7,228,924 | 63,460,065 | |||||||||||||||||||
Temporary Equity, Beginning Balance (in shares) at Mar. 31, 2021 | 124,340,003 | ||||||||||||||||||||
Temporary Equity, Beginning Balance at Mar. 31, 2021 | $ 1,342,498 | ||||||||||||||||||||
Stock-based compensation | 7,444 | 7,444 | |||||||||||||||||||
Exercise of options | 1,081 | 1,081 | |||||||||||||||||||
Exercise of options (in shares) | 1,812,081 | ||||||||||||||||||||
Adjustment to redemption value on Convertible Preferred Stock | 1,011,726 | (1,011,726) | 1,011,726 | ||||||||||||||||||
Merger recapitalization- Class A | 330,763 | $ (330,772) | $ 14 | $ (2) | 330,751 | ||||||||||||||||
Merger recapitalization- Class A (in shares) | (124,340,003) | 140,601,884 | (16,261,881) | ||||||||||||||||||
Merger recapitalization- Class B | 1 | $ 6 | $ (1) | $ (4) | |||||||||||||||||
Merger recapitalization- Class B (in shares) | 56,239,189 | (7,228,924) | (49,010,265) | ||||||||||||||||||
Private offering and merger financing, net of redemptions and equity issuance cost | 406,869 | $ 6 | 406,863 | ||||||||||||||||||
Issuance of preferred stock | 57,489,019 | ||||||||||||||||||||
Issuance of common stock upon acquisition of Apollo Fusion, Inc. (In shares) | 57,489,019 | ||||||||||||||||||||
Issuance of common stock upon acquisition of Apollo Fusion, Inc. | 406,869 | $ 6 | 406,863 | ||||||||||||||||||
Net loss | (31,297) | (31,297) | |||||||||||||||||||
Ending Balance (in shares) at Jun. 30, 2021 | 198,090,903 | 56,239,189 | |||||||||||||||||||
Ending Balance at Jun. 30, 2021 | 417,014 | $ 20 | $ 6 | 1,757,858 | (1,340,870) | ||||||||||||||||
Stock-based compensation | 2,688 | 2,688 | |||||||||||||||||||
Exercise of options | 470 | $ 1 | 469 | ||||||||||||||||||
Exercise of options (in shares) | 912,760 | ||||||||||||||||||||
Exercise of warrants (In shares) | 472,113 | ||||||||||||||||||||
Private offering and merger financing, net of redemptions and equity issuance cost | 33,008 | 33,008 | |||||||||||||||||||
Issuance of preferred stock | 2,558,744 | ||||||||||||||||||||
Issuance of common stock upon acquisition of Apollo Fusion, Inc. (In shares) | 2,558,744 | ||||||||||||||||||||
Issuance of common stock upon acquisition of Apollo Fusion, Inc. | 33,008 | 33,008 | |||||||||||||||||||
Net loss | (16,248) | (16,248) | |||||||||||||||||||
Ending Balance (in shares) at Sep. 30, 2021 | 202,034,520 | 56,239,189 | |||||||||||||||||||
Ending Balance at Sep. 30, 2021 | $ 436,932 | $ 21 | $ 6 | $ 1,794,023 | $ (1,357,118) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Temporary Equity and Stockholders' Deficit (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Jun. 30, 2021 | Sep. 30, 2021 | |
Statement Of Stockholders Equity [Abstract] | ||
Redemption and equity issuance costs | $ 23,337 | $ 23,337 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (206,517) | $ (26,008) |
Adjustments to reconcile net loss to cash flows used in operating activities | ||
Stock-based compensation | 20,465 | 608 |
Depreciation | 2,958 | 2,479 |
Amortization of Intangible Assets | 938 | 0 |
Non-cash lease expense | 767 | 0 |
Deferred income taxes | (383) | |
Change in fair value of warrant liabilities | (20,447) | 0 |
Gain on forgiveness of PPP note | (4,850) | 0 |
Loss on extinguishment of convertible notes | 131,908 | 0 |
Loss on extinguishment of convertible notes attributable to related parties | 1,875 | 0 |
Amortization of convertible note discounts | 315 | 2,242 |
Amortization of convertible note discounts attributable to related parties | 55 | 464 |
Gain on mark to market derivatives | 0 | (4,474) |
Gain on mark to market derivatives attributable to related parties | 0 | (914) |
Changes in operating assets and liabilities: | ||
Inventories | (4,246) | 0 |
Prepaid and other current assets | (13,935) | (576) |
Other non-current assets | (101) | 61 |
Accounts payable | 1,333 | (743) |
Change in lease liabilities | (861) | 0 |
Accrued expenses and other current liabilities | 11,355 | 1,627 |
Other non-current liabilities | (205) | 338 |
Net cash used in operating activities | (79,576) | (24,896) |
Cash flows from investing activities: | ||
Acquisition of Apollo, net of cash acquired | (19,360) | 0 |
Acquisition of trademark | (3,200) | 0 |
Purchases of property, plant and equipment | (18,546) | (992) |
Investment made in leasehold improvements | (174) | (1,231) |
Net cash used in investing activities | (41,280) | (2,223) |
Cash flows from financing activities: | ||
Proceeds from business combination and private offering | 463,648 | 0 |
Borrowings on Pendrell bridge loan | 10,000 | 0 |
Repayment on Pendrell bridge loan | (10,000) | 0 |
Proceeds from issuance of Series C preferred stock | 30,000 | 0 |
Issuance cost of Series C preferred stock | (94) | 0 |
Proceeds from issuance of convertible notes | 0 | 17,900 |
Repayments on term loans | (2,800) | 0 |
Repayments on equipment advances | (3,636) | (933) |
Borrowings on economic injury disaster loan | 0 | 500 |
Repayments on economic injury disaster loan | 0 | (500) |
Borrowings on paycheck protection program loan | 0 | 4,850 |
Proceeds from stock issued under equity plans | 1,779 | 33 |
Net cash provided by financing activities | 488,897 | 21,850 |
Net increase (decrease) in cash, cash equivalents and restricted cash | 368,041 | (5,269) |
Cash, cash equivalents and restricted cash at beginning of period | 10,611 | 10,519 |
Cash, cash equivalents and restricted cash at end of period | 378,652 | 5,250 |
Non-cash activities: | ||
Conversion of Series A, Series B, Series C, and Founders' convertible preferred into Class A common stock | 330,764 | 0 |
Assets acquired included in accounts payable and accrued expenses | 4,903 | 449 |
Public and private placement of warrants acquired as part of merger | 56,786 | 0 |
Change in Redemption Value of Convertible Preferred Stock | 1,011,726 | 0 |
Issuance of Class A common stock upon acquisition of Apollo Fusion, Inc. | 30,000 | |
Fair Value of Contingent Consideration Provided Upon Acquisition of Apollo Fusion, Inc. | 23,000 | 0 |
Supplemental disclosures of cash flow information: | ||
Cash paid for interest | 691 | 313 |
Common Class A [Member] | ||
Non-cash activities: | ||
Issuance of Class A common stock upon acquisition of Apollo Fusion, Inc. | $ 33,008 | $ 0 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Jun. 30, 2021 | Sep. 30, 2021 | |
Statement Of Cash Flows [Abstract] | ||
Redemption and equity issuance costs | $ 23,337 | $ 23,337 |
Description of Business
Description of Business | 9 Months Ended |
Sep. 30, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Description of Business | Note 1 — Description of Business Astra Space Operations, Inc. (formerly Astra Space, Inc., and herein “Astra Space Operations”) designs, tests, manufactures and operates next generation space services that will enable a new generation of global communications, earth observation, precision weather monitoring, navigation, and surveillance capabilities. Astra Space Operations’ goal is to improve life on our planet through greater connectivity and more regular observation and to enable a wave of innovation in low Earth orbit by expanding our space platform offerings. Holicity Inc. (“Holicity”) was originally incorporated in Delaware and was established as a special purpose acquisition company, which completed its initial public offering in August 2020. On June 30, 2021 (the “Closing Date”), Holicity consummated a business combination (the “Business Combination”) pursuant to the Business Combination Agreement dated as of February 2, 2021 (the “BCA”), by and among Holicity, Holicity Merger Sub Inc., a wholly owned subsidiary of Holicity (“Merger Sub”), and Astra Space Operations (“pre-combination Astra”). Immediately upon the consummation of the Business Combination, Merger Sub merged with and into Astra Space Operations with Astra Space Operations surviving the merger as a wholly owned subsidiary of Holicity. Holicity changed its name to “Astra Space, Inc.”, and pre-combination Astra changed its name to “Astra Space Operations, Inc”. Unless the context otherwise requires, “we”, “us”, “our”, “Astra” and the “Company” refers to Astra Space, Inc., the combined company and its subsidiaries following the Business Combination. Refer to Note 3 for further discussion of the Business Combination. The Company’s Class A common stock and warrants to purchase Class A common stock are now listed on the Nasdaq under the symbols “ASTR” and “ASTRW”. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | Note 2 — Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The Company’s condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) as determined by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) for interim financial reporting. Certain information and disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Accordingly, these interim condensed consolidated financial statements should be read in conjunction with the audited financial statements and accompanying notes for the years ended December 31, 2020 and 2019. The Condensed Consolidated Balance Sheet as of December 31, 2020, included herein, was derived from the audited financial statements of the Company as of that date. The unaudited condensed consolidated interim financial statements, in the opinion of management, reflect all adjustments, consisting only of normal recurring adjustments, necessary to present fairly our financial position, our results of operations, cash flows and stockholders’ equity (deficit) for the periods presented. The results are not necessarily indicative of the results of operations to be anticipated for any future annual or interim period. On July 1, 2021, we, through our wholly owned indirect subsidiary, merged with Apollo Fusion, Inc. ("Apollo"). The fair value of the consideration paid as of July 1, 2021, was $ 75.4 million, net of cash acquired (the "Apollo Merger"). Apollo designs, tests, manufactures and operates propulsion modules to enable satellites to orbit in space. The results of operations of Apollo are included in the unaudited condensed consolidated financial statements commencing as of July 1, 2021, or the Apollo Acquisition Date. See Note 3 — Acquisitions for additional information. The Business Combination, pursuant to the BCA, by and among Holicity, Merger Sub, and pre-combination Astra, is accounted for as a reverse recapitalization as pre-combination Astra was determined to be the accounting acquirer under FASB’s ASC Topic 805, Business Combination ("ASC 805"). The determination is primarily based on the evaluation of the following facts and circumstances: the equity holders of pre-combination Astra hold the majority of voting rights in the Company; the board of directors of pre-combination Astra represent a majority of the members of the board of directors of the Company; the senior management of pre-combination Astra became the senior management of the Company; and the operations of pre-combination Astra comprise the ongoing operations of the Company. In connection with the Business Combination, outstanding common stock and preferred convertible stock of the pre-combination Astra was converted into common stock of the Company, par value of $ 0.0001 per share, representing a recapitalization, and the net assets of the Company were acquired and recorded at historical cost, with no goodwill or intangible assets recorded. Pre-combination Astra was deemed to be the predecessor and the consolidated assets and liabilities and results of operations prior to the Closing Date are those of pre-combination Astra. Reported shares and earnings per share available to common stockholders, prior to the Business Combination, have been retroactively restated as shares reflecting the exchange ratio established in the BCA. The number of shares of preferred stock was also retroactively restated based on the exchange ratio. See Note 3 — Acquisitions for additional information Principles of Consolidation and Liquidity The condensed consolidated financial statements include the accounts for the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. The Company has historically funded its operations primarily by equity financings and convertible promissory notes prior to the Business Combination and subsequently funded its operations through cash proceeds obtained as part of the reverse recapitalization. As of September 30, 2021, the Company’s existing sources of liquidity included cash and cash equivalents of $ 379 million. The Company has a limited history of operations and has incurred negative cash flows from operating activities and loss from operations in the past as reflected in the accumulated deficit of $ 1,357 million as of September 30, 2021. The Company expects to continue to incur operating losses due to the investments it intends to make in its business, including the development of products. The Company has adequate cash balances that will be sufficient to fund operating and capital expenditure requirements through at least 12 months from the date of issuance of these financial statements. Emerging Growth Company Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised, and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s condensed consolidated financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Risks and Uncertainties The Company is subject to those risks common in the technology industry and also those risks common to early stage companies including, but not limited to, the possibility of not being able to successfully develop or market its products or services, competition, dependence on key personnel and key external alliances, the successful protection of its proprietary technologies, compliance with government regulations, and the possibility of not being able to obtain additional financing when needed. On March 11, 2020 the World Health Organization declared the novel strain of coronavirus (“COVID-19”) a global pandemic and recommended containment and mitigation measures worldwide. The COVID-19 pandemic has disrupted everyday life and markets worldwide, leading to significant business and supply-chain disruption, as well as broad-based changes in supply and demand. Many of the Company’s customers worldwide were impacted by COVID-19 and temporarily closed their facilities which impacted the speed of research and development. Additionally, we implemented cost-cutting measures in response to the anticipated impact of the COVID-19 pandemic in early 2020, including employee layoffs and temporary furloughs. Further, the Company’s fund raising was negatively impacted in the first half of 2020 as a result of a number of factors surrounding the COVID-19 pandemic. As the global outbreak of COVID-19 continues to rapidly evolve, future impacts on the Company’s business depend on future developments, which remain highly uncertain and cannot be predicted with confidence. This includes factors such as the ultimate geographic spread of the disease, the duration of the outbreak, travel restrictions and social distancing in the United States and other countries, business closures or business disruptions, and the effectiveness of actions taken in the United States and other countries to contain and treat the disease. While the masking, social distancing and other regulatory measures instituted or recommended in response to COVID-19 are expected to be temporary, the duration of the business disruptions, and related financial impact on the Company, cannot be estimated at this time. Use of Estimates The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities in the condensed consolidated financial statements and accompanying notes. The Company bases these estimates on historical experience and on various other assumptions that it believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results could differ significantly from those estimates. Significant items subject to such estimates and assumptions include the valuation of goodwill and intangible assets, stock-based compensation, common stock, derivatives and warrants, useful lives of intangible assets and fixed assets, deferred tax assets, income tax uncertainties, contingent considerations and other contingencies. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash and cash equivalents. The Company maintains cash and cash equivalent balances in bank accounts with one bank. All cash accounts are located in the United States and insured by the Federal Deposit Insurance Corporation (“FDIC”). Although balances may exceed amounts insured by the FDIC, the Company believes there is no exposure to any significant credit risks related to its cash or cash equivalents and has not experienced any losses in such accounts. Segment Reporting Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision-maker (“CODM”) in making decisions regarding resource allocation and assessing performance. All of the Company’s assets are maintained in the United States. The Company has determined that it operates in one operating segment and one reportable segment, as the CODM reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources and evaluating financial performance. Revenue Recognition In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers ( Topic 606 ) (“ASU 2014-09”). ASU 2014-09, combined with all subsequent amendments, which is collectively Accounting Standards Codification Topic 606 (“ASC 606”), Revenue from Contracts with Customers, provides guidance outlining a single five-step comprehensive revenue model in accounting for revenue from contracts with customers which supersedes all existing revenue recognition guidance, including industry-specific guidance. ASC 606 also requires additional disclosures about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to fulfill a contract. The Company adopted the new accounting guidance and related amendments (collectively, the “new revenue accounting standard”) on January 1, 2020 using the modified retrospective method. As the Company did not have any revenue from contracts with any customers prior to the Company’s adoption date, there was no accounting impact upon adoption. Under ASC 606, the Company will recognize revenue to reflect the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. Through its current and anticipated offerings, the Company expects to generate revenue by providing the following services: Launch Services — To provide rapid, global, and affordable launch services to satellite operators and governments. Design and Production of Propulsion Systems — To design and provide the propulsion modules based on the customer's needs for a successful satellite launch. The propulsion module consists of a thruster, a power processing unit, tank and a feed system. Spaceport Services — To offer turn-key spaceports with the capability to launch Astra rockets for key government customers. Spaceports will require minimal on-site infrastructure and will leverage Astra’s highly automated launch operations. Space Services — To provide modular configurable satellite buses for customers, leveraging both in-house and partner-provided subsystem components and in-house design and integration services, as well as operational support of satellites on orbit, to turn-key provision of entire constellations, offering “concept to constellation” in months instead of years. Specifically, our Space Services encompass all aspects of hosted satellite and constellation services, including hosting customer payloads onto our satellites, and delivering services, such as communication and other services, to customers from our space platform. As of September 30, 2021, the Company has only entered into contracts for Launch Services and Design and Production of Propulsion Systems. As of September 30, 2021, the Company has not completely achieved commercial viability of the technology required to perform spaceport services or space services. The Company’s contracts may provide customers with termination for convenience clauses, which may or may not include termination penalties. In some contracts, the size of the contractual termination penalty increases closer to the scheduled launch date. At each balance sheet date, the Company evaluates each contract’s termination provisions and the impact on the accounting contract term, i.e., the period in which the Company has enforceable rights and obligations. This includes evaluating whether there are termination penalties and if so, whether they are considered substantive. The Company applies judgment in determining whether the termination penalties are substantive. No revenue has been recognized for the three and nine months ended September 30, 2021 and 2020. Revenue for Launch Services and Design and Production of Propulsion Systems is expected to be recognized at a point in time when the Company has delivered the promised services to customers. Although the Company’s contracts are anticipated to last anywhere from 6 to 24 months, depending on the number of launch services or propulsion units ordered, the delivery of services leading up to the launch within the contracts is short-term in nature, generally between 30 to 60 days. The timing of revenue recognition may differ from contract billing or payment schedules, resulting in revenues that have been earned but not billed (“unbilled revenue”) or amounts that have been collected, but not earned (“contract liabilities”). Typical Contractual Arrangements The Company expects to provide its services based upon a combination of a Statement of Work ("SOW") and an executed contract detailing the General Terms & Conditions. Services are expected to be provided based on a fixed price per launch service or units identified in the contract. Performance Obligations and Transaction Price At contract inception, an assessment of the goods and services promised in the contracts with customers is performed and a performance obligation is identified for each distinct promise to transfer to the customer a good or service (or bundle of goods or services). To identify the performance obligations, the Company considers all the goods or services promised in the contract regardless of whether they are explicitly stated or are implied by customary business practices. A contract for Launch Services generally requires the Company to provide an integrated service for each launch, which includes launch vehicle analysis and design, development and production, payload integration, launch preparation and launch support execution. The intention of contract is to provide a full-service launch to the customer rather than providing separate deliverables of each of the services outlined above, and these services are interdependent and interrelated. The Company believes that each dedicated launch will represent one single performance obligation. The transaction price is defined as the amount of consideration in a contract to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer, which is a fixed price stated in the contract. When a contract involves multiple launches, the Company will account for each launch as a separate performance obligation, because the customer can benefit from each launch on its own or with other readily available resources and the launch is separately identifiable. The transaction price will be allocated to each performance obligation on an estimated relative standalone selling price basis. The Company’s process to estimate standalone selling prices will involve management’s judgment and will consider multiple factors such as prices charged for similar goods and services and the Company’s ongoing pricing strategy and policies. Recognition of Revenue The work performed by the Company in fulfilling the launch performance obligation is not expected to create an asset to the customer since the launch vehicle that is built to deliver the customer’s payload into orbit will not be owned by the customer. The Company expects to recognize revenue upon completion of the performance obligations under its Launch Services agreements. Contracts related to research and development activities are recognized as other income. See Other Income, net . Other Policies, Judgments and Practical Expedients Contract balances. Contract assets and liabilities represent the differences in the timing of revenue recognition from the receipt of cash from the Company’s customers and billings. Contract assets reflect revenue recognized and performance obligations satisfied in advance of customer billing. Contract liabilities relate to payments received in advance of the satisfaction of performance under the contract. Receivables represent rights to consideration that are unconditional. Such rights are considered unconditional if only the passage of time is required before payment of that consideration is due. The Company had contract assets of $ 3.8 million as of September 30, 2021 and no ne as of December 31, 2020. The Company had contract liabilities of $ 5.6 million as of September 30, 2021 and no ne as of December 31, 2020. Payment terms are expected to vary by customer and type of revenue contract. Remaining performance obligations . Revenue allocated to remaining performance obligations represents the transaction price allocated to the performance obligations that are unsatisfied, or partially unsatisfied. It includes unearned revenue and amounts that will be invoiced and recognized as revenue in future periods and does not include contracts where the customer is not committed. Customers are not considered committed when they are able to terminate their contractual obligations to us without payment of a substantive penalty under the contract. Many of the Company’s contracts allow the customer to terminate the contract prior to launch without a substantive penalty, and therefore the enforceable contract is for a period less than the stated contractual term. Further, the Company has elected not to disclose the value of unsatisfied performance obligations for contracts with an original expected length of one year or less. The Company had unsatisfied performance obligations of $ 16.3 million as of September 30, 2021, which are expected to be recognized in 2022 . The Company had no unsatisfied performance obligations as of December 31, 2020. Costs to obtain a contract. The Company recognizes an asset for the incremental costs of obtaining a contract with a customer. These costs will be ascribed to or allocated to the underlying performance obligations in the contract and amortized consistent with the recognition timing of the revenue for the underlying performance obligations. During the three months and nine months ended September 30, 2021 and 2020, the Company did no t recognize any expenses related to contract costs. The Company had no assets related to costs to obtain contracts as of September 30, 2021 and December 31, 2020. For contract costs related to performance obligations with an amortization period of one year or less, the Company applies the practical expedient to expense these sales commissions when incurred. These costs are recognized as incurred within sales and marketing expenses on the accompanying Condensed Consolidated Statements of Operations. Significant financing component. In certain arrangements, the Company may receive payment from a customer either before or after the performance obligation has been satisfied. Depending on the expected timing difference between the payment and satisfaction of performance obligations, the Company will assess whether a significant financing component exists. For the three and nine months ended September 30, 2021 and 2020, the Company has not recognized any revenues with respect to the Company’s launch services business of delivering payloads into low-earth orbit. Contracts with governmental entities involving research and development milestone activities do not represent contracts with customers under ASC 606 and as such, amounts received are recorded in other income, net in the Condensed Consolidated Statements of Operations. The company recorded $0.6 million for the three and nine months ended September 30, 2021. The Company recorded $1.1 million and $2.2 million for the three and nine months ended September 30, 2020, respectively. Other Income, net Other income, net, primarily consists of changes in fair value of mark to market derivative liabilities of convertible notes, fair value of warrant liabilities, funding received from governmental entities, and one-time charges incurred during the period. The remaining balance is non-recurring charges that are outside of the Company’s operations. The Company recognizes all derivative instruments and warrant liabilities in the Condensed Consolidated Balance Sheets at their respective fair value at each reporting date, with measurement adjustments recorded in other income, net within the Company’s Condensed Consolidated Statements of Operations. See Note 5 — Supplemental Financial Information. Loss on Extinguishment of Convertible Notes No loss was recognized for the extinguishment of convertible notes for the three months ended September 30, 2021. For the nine months ended September 30, 2021, the Company recognized a total loss on extinguishment of convertible notes of $ 133.8 million. On January 28, 2021, the Company settled all convertible notes outstanding as of December 31, 2020 through its Series C financing. Given that certain convertible notes were settled based on negotiated terms between the Company and the note holders, the Company concluded that such settlement should be treated as a privately negotiated debt settlement transaction where debt extinguishment accounting should be applied. Therefore, the Company recognized the loss on extinguishment of convertible notes, which represents the difference between the net carrying amount of the convertible notes at the time of extinguishment and the fair value of Series C convertible preferred stock issued to settle these convertible notes. See Note 7 — Long-Term Debt. Research and Development The Company incurs various direct costs in relation to the research and development of launch vehicles along with costs to build the facility to test such vehicles. Research and development costs consist primarily of production supplies, testing materials, personnel costs (including salaries and benefits), depreciation expense, overhead allocation (consisting of various support and facility costs), stock-based compensation and consulting fees. Research and development costs are expensed as incurred. For the three months ended September 30, 2021 and 2020, the Company expensed research and development costs of $ 21.7 million and $ 5.4 million, respectively. For the nine months ended September 30, 2021 and 2020, the Company expensed research and development costs of $ 44.2 million and $ 21.0 million, respectively. Inventories Inventories consist of materials expected to be used for customer specific contracts. Inventories are stated at the lower of cost or net realizable value determined by the first-in, first-out method. The Company assesses inventories quarterly for events or changes in circumstances indicating that the utility of our inventories have diminished through damage, deterioration, obsolescence, changes in price or other causes and records write-downs of inventories to cost of sales or research and development expense in the period for which they occur. Property, Plant and Equipment Property, plant and equipment is measured at cost less any impairment losses and represents those assets with estimated useful lives exceeding one year. Repairs and maintenance are expensed as incurred. Costs for research and development equipment include amounts related to design, construction, launch and commissioning. Costs for production equipment include amounts related to construction and testing. Interest expense is capitalized on certain qualifying assets that take a substantial period of time to prepare for their intended use. Capitalized interest is not material for the period ended September 30, 2021 and December 31, 2020. When the costs of certain components of an item of property, plant and equipment are significant in relation to the total cost of the item and the components have different useful lives, they are accounted for and depreciated separately. Depreciation expense is recognized in income on a straight-line basis over the estimated useful life of the related asset to its residual value. The estimated useful lives are as follows: Asset Class Estimated useful life Leasehold improvements Lesser of lease term or useful life Research and development equipment 5 years Production equipment 10 years Furniture and fixtures 5 years Computer and software 3 years Business Combinations We account for business combinations under the acquisition method of accounting, which requires us to recognize separately from goodwill the assets acquired and the liabilities assumed at their acquisition date fair values. While we use our best estimates and assumptions to accurately value assets acquired and liabilities assumed at the acquisition date as well as contingent consideration, where applicable, our estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, we record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recognized in our consolidated statements of operations. Accounting for business combinations requires our management to make significant estimates and assumptions, especially at the acquisition date including our estimates for intangible assets, contractual obligations assumed, pre-acquisition contingencies, and contingent consideration, where applicable. Although we believe the assumptions and estimates we have made are reasonable and appropriate, they are based, in part, on historical experience and information obtained from the management of the acquired company and are inherently uncertain. Critical estimates in valuing certain acquired intangible assets under the income approach include growth in future expected cash flows from product sales, revenue growth rate, technology royalty rate, expected life of the technology acquired, customer retention rate and discount rates. Unanticipated events and circumstances may occur that may affect the accuracy or validity of such assumptions, estimates or actual results. Goodwill Goodwill represents the excess of purchase price and related costs over the value assigned to the net tangible and identifiable intangible assets of businesses acquired. Goodwill is not amortized but is reviewed annually (or more frequently if impairment indicators arise) for impairment. To review for impairment, we first assess qualitative factors to determine whether events or circumstances lead to a determination that it is more likely than not that the fair value of our reporting unit is less than its carrying amount. Our qualitative assessment of the recoverability of goodwill, whether performed annually or based on specific events or circumstances, considers various macroeconomic, industry-specific and company-specific factors. Those factors include: (i) severe adverse industry or economic trends; (ii) significant company-specific actions; (iii) current, historical or projected deterioration of our financial performance; or (iv) a sustained decrease in our market capitalization below our net book value. After assessing the totality of events and circumstances, if we determine that it is not more likely than not that the fair value of our reporting unit is less than its carrying amount, no further assessment is performed. If we determine that it is more likely than not that the fair value of our reporting units is less than its carrying amount, we calculate the fair value of that reporting unit and compare the fair value to the reporting unit’s net book value. If the fair value of the reporting unit is greater than its net book value, there is no impairment. Otherwise, we calculate the implied fair value of goodwill by deducting the fair value of all tangible and intangible assets, excluding goodwill, of the reporting unit from the fair value of the reporting unit. The implied fair value of goodwill is compared to the carrying value of goodwill. If the implied fair value of goodwill is less than the carrying value of goodwill, an impairment loss is recognized equal to the difference. Determining the fair value of a reporting unit involves the use of significant estimates and assumptions. Long-lived Assets Purchased finite-lived intangible assets are carried at cost less accumulated amortization. Amortization is recognized over the useful life on a straight-line method. Purchased indefinite-lived intangible asset are capitalized at fair value and assessed for impairment thereafter. On a quarterly basis, we monitor factors and changes in circumstances that could indicate carrying amounts of long-lived assets, including purchased intangible assets and property, plant and equipment, may not be recoverable. Factors we consider important which could trigger an impairment review include (i) significant under-performance relative to historical or projected future operating results, (ii) significant changes in the manner of our use of the acquired assets or the strategy for our overall business, and (iii) significant negative industry or economic trends. An impairment loss must be measured if the sum of the expected future cash flows (undiscounted and before interest) from the use and eventual disposition of the asset (or asset group) is less than the net book value of the asset (or asset group). The amount of the impairment loss will generally be measured as the difference between the net book value of the asset (or asset group) and the estimated fair value. Leases On January 1, 2021, the Company adopted ASU 2016-02, Leases (Topic 842) ("ASC 842"). Under the adoption of the new lease accounting standard, the Company elected practical expedients that allow entities to not reassess 1) initial direct costs, 2) lease classification for existing or expired leases and 3) lease definition for existing or expired contracts as of the effective date of January 1, 2021. Upon adoption of ASC 842, the Company determines whethe |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 2021 | |
Business Combinations [Abstract] | |
Acquisitions | Note 3 — Acquisitions Acquisition of Apollo Fusion, Inc. On the Apollo Acquisition Date, we, through our wholly owned indirect subsidiary, merged with Apollo. The results of Apollo’s operations have been included in the consolidated financial statements since that date. Apollo designs, tests, manufactures and operates propulsion modules to enable satellites to orbit in space. The acquisition-date fair value of the consideration transferred totaled $ 75.4 million, net of cash acquired, which consisted of the following: Purchase Consideration (in thousands) Cash paid for outstanding Apollo common stock and options $ 19,926 Fair value of Astra Class A common stock issued 33,008 Fair value of contingent consideration 23,000 Total purchase consideration 75,934 Less: cash acquired 566 Total purchase consideration, net of cash acquired $ 75,368 The fair value of the shares of Class A common stock issued in the Apollo Merger was determined based on the closing market price of the Company’s Class A common stock on the Apollo Acquisition Date. The vesting of all unvested stock options of Apollo granted prior to the Apollo Acquisition Date were accelerated prior to the acquisition and were then cancelled in exchange for a right of each option-holder to cash, equity and contingent consideration based on their pro-rata percentage, assuming all stock options of Apollo had been exercised. The contingent consideration requires the Company to pay $ 75.0 million of additional consideration to Apollo’s former shareholders and option-holders, if Apollo meets certain customer revenue related milestones over a two and a half period ending on December 31, 2023. The contingent consideration is payable on a quarterly basis based on the milestones achieved. The fair value of the contingent consideration arrangement at the acquisition date was $ 23.0 million. We estimated the fair value of the contingent consideration using a Monte Carlo simulation model. This fair value measurement is based on significant inputs not observable in the market and thus represents a Level 3 measurement as defined in ASC 820. As of September 30, 2021, there were no significant changes in the fair value and range of outcomes for the contingent consideration recognized as a result of the acquisition of Apollo. In addition, an additional $ 10.0 million of cash ("Cash Payment") and options to purchase shares of the Company’s Class A common stock, having a value of $10.0 million ("Incentive Shares"), at a reference price per share equal to the then volume weighted average trading price over a five day trading period prior to the business day prior to issuance, will be issued or issuable to employees of Apollo that join Astra, subject to certain performance-based milestones and other vesting provisions. This consideration is accounted for as compensation expense over the requisite service period in the post-acquisition period as the cash payment and vesting of incentive shares is subject to continued employment with the company until the satisfaction of certain performance-based milestones and other vesting provisions. As of September 30, 2021, no Incentive Shares were granted to employees of Apollo that joined the Company subsequent to the acquisition as certain key terms and conditions of the Incentive Shares were not finalized. The Company assessed the probability of success of performance milestones related to the Cash Payment and determined that it is probable that certain milestones will be met. Therefore, the Company recognized $ 1.4 million in compensation cost which was included in research and development expense for the three months and nine months ended September 30, 2021 and $ 1.4 million was accrued in accrued expenses and other current liabilities as of September 30, 2021. We allocated the fair value of the purchase consideration to the tangible assets, liabilities and intangible assets acquired, based on their estimated fair values. The excess purchase price over those fair values is recorded as goodwill. Our valuation assumptions of acquired assets and assumed liabilities require significant estimates, especially with respect to intangible assets. Our preliminary allocation of the purchase price of Apollo, based on the estimated fair values of the assets acquired and liabilities assumed as of the acquisition date, is as follows : (in thousands) Estimated Fair Value Inventory $ 131 Prepaid and other current assets 796 Property, plant and equipment 996 Right of use assets 163 Goodwill 58,893 Intangible assets 17,000 Other non-current assets 75 Total assets acquired 78,054 Accounts payable ( 950 ) Accrued expenses and other current liabilities ( 836 ) Operating lease obligation ( 163 ) Other non-current liabilities ( 737 ) Total liabilities assumed ( 2,686 ) Fair value of net assets acquired $ 75,368 The merger consideration allocation set forth herein is preliminary and may be revised as additional information becomes available during the measurement period which could be up to 12 months from the closing date of the acquisition. Any such revisions or changes may be material. The primary areas that remain provisional are determining the fair values of intangible assets and contingent consideration and the identification of contingencies. Goodwill is primarily attributable to the assembled workforce and anticipated synergies expected from the integration of the Apollo business. The synergies include operating efficiencies, and other strategic benefits projected to be achieved as a result of the Apollo Merger. Goodwill is not deductible for tax purposes. There were no revenues recorded during the three months ended September 30, 2021 related to Apollo. It was impracticable to determine the effect on net income attributable to Apollo as we had integrated a substantial portion of Apollo into our ongoing operations during the year. Transaction costs related to the Apollo Merger of $ 3.1 million and $ 4.0 million, respectively, were included in general and administrative expense for the three months and nine months ended September 30, 2021. Intangible Assets Fair Value Weighted-Average Amortization Periods (in thousands) (in years) Developed technology $ 13,400 6 Customer contracts and related relationships 2,900 3 Order backlog 400 1 Tradename 300 2 Total identified intangible assets $ 17,000 Developed technology relates to Propulsion modules. We valued the developed technology using the relief-from-royalty method under the income approach. This method is based on the application of a royalty rate to forecasted revenue that are expected to be generated by developed technology. The economic useful life was determined based on the technology cycle related to the developed technology, as well as the cash flows over the forecast period. Customer contracts and related relationships represent the fair value of future projected revenue that will be derived from sales of products to existing customers of Apollo. Customer contracts and related relationships were valued using the multi-period excess earnings method under the income approach. This method reflects the present value of the projected cash flows that are expected to be generated by the customer contracts and related relationships less charges representing the contribution of other assets to those cash flows. The economic useful life was determined based on historical customer turnover rates. Order backlog represents business under existing contractual obligations. The fair value of backlog was determined using the multi-period excess earnings method under the income approach based on expected operating cash flows from future contractual revenue. The economic useful life was determined based on the expected life of the backlog and the cash flows over the forecast period. Trade name relates to the “Apollo” trade name. The fair value was determined by applying the relief-from-royalty method under the income approach. This method is based on the application of a royalty rate to forecasted revenue under the trade name. The economic useful life was determined based on the expected life of the trade name and the cash flows anticipated over the forecast period. We believe the amounts of purchased intangible assets recorded above represent the fair values of, and approximate the amounts a market participant would pay for, these intangible assets as of the Apollo Acquisition Date. Unaudited Pro Forma Information The following unaudited pro forma financial information presents combined results of operations for each of the periods presented, as if Apollo had been acquired as of the beginning of fiscal year 2020. The unaudited pro forma results include certain pro forma adjustments to revenue and net loss that were directly attributable to the acquisition including transaction costs and amortization of intangible assets. Transactions costs of approximately $ 4.4 million are assumed to have occurred on January 1, 2020 and are recognized as if incurred in the first quarter of 2020. Of these transaction costs, $ 0.4 million are incurred by Apollo and $ 4.0 million are incurred by the Company. Intangible assets are assumed to be recognized at their assigned fair values as of the pro forma close date of January 1, 2020 and are amortized over their estimated useful lives. The amortization expenses were $ 0.8 million and $ 2.5 million for the three and nine months ended September 30, 2021, respectively, and $ 0.9 million and $ 2.8 million for the three and nine months ended September 30, 2020, respectively. The unaudited pro forma information presented below is for informational purposes only and is not necessarily indicative of our consolidated results of operations of the combined business had the acquisition actually occurred at the beginning of fiscal year 2020 or of the results of our future operations of the combined business. For the Three Months Ended September 30, For the Nine Months Ended September 30, (in thousands) 2021 2020 2021 2020 Pro forma net revenue $ — $ 88 $ 1,485 $ 322 Pro forma net loss and net loss attributable to common stockholders $ ( 13,367 ) $ ( 7,602 ) $ ( 206,501 ) $ ( 36,277 ) Reverse Recapitalization. On June 30, 2021, pre-combination Astra Space, Inc. and Holicity Inc. consummated the merger contemplated by the BCA, with Astra Space, Inc. surviving the merger as a wholly owned subsidiary of Holicity, or the Business Combination. Upon consummation of the merger, Holicity changed its name to Astra Space, Inc., and pre-combination Astra changed its name to Astra Space Operations, Inc. Immediately following the business combination, there were 198,090,903 shares of Class A common stock and 56,239,189 shares of Class B common stock issued and outstanding with a par value of $ 0.0001 . Additionally, there were outstanding options to purchase an aggregate of 5,993,412 share of Class A common stock and outstanding warrants to purchase 15,813,829 shares of Class A common stock. The Business Combination was accounted for as a reverse recapitalization in accordance with GAAP as pre-combination Astra has been determined to be the accounting acquirer. Under this method of accounting, while Holicity was the legal acquirer, it has been treated as the “acquired” company for financial reporting purposes. Accordingly, the Business Combination was treated as the equivalent of pre-combination Astra issuing stock for the net assets of Holicity, accompanied by a recapitalization. The net assets of Holicity were stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination are those of pre-combination Astra. Reported shares and earnings per share available to holders of the Company’s common stock, prior to the Business Combination, have been retroactively restated as shares reflecting the exchange ratio established in the Business Combination ( approximately one pre-combination Astra share to 0.665 of the Company's shares ). The most significant change in the post-combination Company’s reported financial position and results was an increase in cash, net of transactions costs, of $ 463.6 million, including $ 200.0 million in gross proceeds from the private placements (the “PIPE”). In connection with the Business Combination, $ 25.2 million of transaction costs were paid on the Closing Date. Additionally, on the Closing Date, the Company repaid the short-term promissory notes with Pendrell (the “Bridge Loan”) of $ 10.4 million, which included principal of $ 10.0 million and end of term fee of $ 0.4 million. The Company also repaid the outstanding principal and interest of $ 4.6 million for the term loan and equipment advances with Silicon Valley Bank. Refer to Note 7 – Long-term Debt. The Company incurred $ 25.5 million in transaction costs relating to the merger with Holicity, of which $ 23.3 million has been recorded against additional paid-in capital in the Condensed Consolidated Balance Sheets and the remaining amount of $ 2.2 million was recognized as general and administrative expenses on the Condensed Consolidated Statements of Operations. On the date of the Business Combination, the Company recorded a liability related to the Public and Private Placement Warrants of $ 56.8 million, with an offsetting entry to additional paid-in capital. In relation to the Public and Private Placement Warrants, the Company recognized a portion of pre-combination Astra’s capitalizable transaction costs relating to the merger with Holicity, using the relative fair value method, as general and administrative expenses in the Condensed Consolidated Statements of Operations. Upon closing of the Business Combination, the shareholders of Holicity, including Holicity founders, were issued 37,489,019 shares of Class A common stock. In connection with the Closing, holders of 10,981 shares of common stock of Holicity were redeemed at a price per share of $ 10.00 . In connection with the Closing 20,000,000 shares were issued to PIPE investors at a price per share of $ 10.00 . The number of shares of Class A common stock issued immediately following the consummation of the Business Combination were: Common stock of Holicity 29,989,019 Holicity founder shares 7,500,000 Shares issued in PIPE 20,000,000 Business Combination and PIPE shares 57,489,019 Pre-combination Astra shares 140,601,884 Total shares of Class A common stock immediately after Business Combination 198,090,903 In addition, in connection with the consummation of the Business Combination, 56,239,189 shares of Class B common stock were issued to two executive officers and founders of the Company: Chris Kemp and Adam London in exchange for an aggregate 73,699,647 |
Recently Issued Accounting Pron
Recently Issued Accounting Pronouncements | 9 Months Ended |
Sep. 30, 2021 | |
Disclosure Text Block [Abstract] | |
Recently Issued Accounting Pronouncements | Note 4 — Recently Issued Accounting Pronouncements As an emerging growth company (“EGC”), the JOBS Act allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are applicable to private companies. The Company elected to use this extended transition period under the JOBS Act until such time the Company is no longer considered to be an EGC. The adoption dates discussed below reflect this election. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The new guidance removes certain exceptions for recognizing deferred taxes for investments, performing intraperiod allocation and calculating income taxes in interim periods. It also adds guidance to reduce complexity in certain areas, including recognizing deferred taxes for tax goodwill and allocating taxes to members of a consolidated group. This guidance is effective for the Company for fiscal year beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022, with early adoption permitted with simultaneous adoption of all provisions of the new standard. The Company is currently evaluating the impact of adopting this guidance. In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. This temporary guidance provides optional expedients and exceptions for applying US GAAP to contracts, hedging relationships and other transactions that reference London Interbank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued. ASU 2020-04 is effective from March 12, 2020 and may be applied prospectively through December 31, 2022. The Company is currently evaluating the impact of adopting this guidance. Recently Adopted Accounting Guidance In February 2016, the Financial Accounting Standards Board issued ASU 2016-02, Leases (Topic 842) ("ASU 2016-02"), and since that date has issued subsequent amendments to the initial guidance intended to clarify certain aspects of the guidance and to provide certain practical expedients entities can elect upon adoption. The principle of ASU 2016-02 is that a lessee should recognize assets and liabilities that arise from leases. Lessees will need to recognize a right-of-use asset and a lease liability for all leases (other than leases that meet the definition of a short-term lease). The lease liability will be equal to the present value of lease payments. The right-of-use asset will be based on the liability, with differences related to deferred rent and initial direct costs, etc. For income statement purposes, ASU 2016-02 requires leases to be classified as either operating or finance. Operating leases will result in a straight-line expense pattern while finance leases will result in a front-loaded expense pattern. ASU 2016-02 is effective for the Company beginning January 1, 2022. As of January 1, 2021, the Company early adopted Topic 842 using the modified retrospective approach and as a result will not restate prior periods. The cumulative effect of the changes made to the January 1, 2021 Condensed Consolidated Balance Sheet for the adoption of ASU 2016-02 was the addition of a right-of-use asset of $ 4.6 million and a lease liability of $ 4.7 million. See Note 9 — Leases. In August 2020, the FASB issued ASU 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies the accounting for convertible instruments by removing the separation models for (1) convertible instruments with a cash conversion feature and (2) convertible instruments with a beneficial conversion feature (“BCF”). As a result, a convertible debt instrument can be accounted for as a single liability measured at its amortized cost under certain circumstances. These changes may reduce reported interest expense and increase reported net income for entities that have issued a convertible instrument where the embedded conversion option was separated according to beneficial conversion or cash conversion guidance. ASU 2020-06 also requires the application of the if-converted method for calculating diluted earnings per share for convertible instruments and the treasury stock method will be no longer available. This standard will be effective for the Company’s fiscal years beginning in the first quarter of 2022, with early adoption permitted in 2021. The Company elected to early adopt ASU 2020-06 as of January 1, 2021 using a modified retrospective transition method. In transition, the Company was required to apply the guidance to all impacted financial instruments that were outstanding as of January 1, 2021 with the cumulative effect recognized as an adjustment to the opening balance of accumulated deficit. As a result of early adopting ASU 2020-06, the Company made certain adjustments to its accounting for certain outstanding convertible notes issued in 2020 with separately recognized BCFs. The adoption of ASU 2020-06 resulted in the re-combination of the liability and equity components of these convertible notes into a single liability instrument, which required the Company to record a $ 9.7 million decrease in additional paid in capital from the derecognition of the BCFs, a $ 9.0 million increase in debt from the derecognition of the discount associated with the BCFs, and a $ 0.7 million cumulative effect, net of tax effects, decrease to the opening balance of its accumulated deficit as of January 1, 2021 upon transition. Since the Company had a net loss for the three months and nine months ended September 30, 2021, the convertible notes were determined to be anti-dilutive and therefore had no impact to basic or diluted net loss per share for the period as a result of adopting ASU 2020-06. |
Supplemental Financial Informat
Supplemental Financial Information | 9 Months Ended |
Sep. 30, 2021 | |
Supplemental Financial Information Abstract | |
Supplemental Financial Information | Note 5 — Supplemental Financial Information Inventory in thousands As of September 30, 2021 As of December 31, 2020 Raw materials 4,810 649 Work in progress 217 — Finished goods — — Total inventory 5,027 649 The Company’s inventories included materials which are necessary to construct the Company’s launch vehicles for customer-specific contracts. Costs related to the construction of research and development launch vehicles are recorded as research and development expenses when incurred. Under the Company’s business model, launch vehicles are manufactured to deliver customer payloads of various sizes to various locations in low-earth orbit. There were $ 0.4 million inventory write downs as of September 30, 2021. There were no inventory write downs as of December 31, 2020. Property, Plant and Equipment, net Presented in the table below are the major classes of property, plant and equipment: in thousands As of As of Construction in progress $ 19,316 $ — Computer and software 2,178 1,440 Leasehold improvements 13,975 13,873 Research and development equipment 7,882 4,903 Production equipment 8,855 8,174 Furniture and fixtures 825 466 Kodiak Spaceport — 2,079 Total property, plant and equipment 53,031 30,935 Less: accumulated depreciation ( 9,455 ) ( 6,866 ) Total property, plant and equipment, net $ 43,576 $ 24,069 Depreciation expense is recorded within operating costs in the Condensed Consolidated Statements of Operations and amounted to $ 0.8 million and $ 1.0 million for the three months ended September 30, 2021 and 2020, respectively, and $ 3.0 million and $ 2.5 million for the nine months ended September 30, 2021 and 2020, respectively. No impairment charges were recorded for the three months and nine months ended September 30, 2021 and 2020. Kodiak Spaceport On June 19, 2019, the Company entered into an agreement with Alaska Aerospace Corporation (“AAC”) to develop a commercial launch pad site (“Launch Pad”) in Kodiak, Alaska. The Launch Pad development includes construction of the Launch Pad and obtaining Federal Aviation Agency spaceport license approval for launch operations beginning in August 2019. The Launch Pad’s costs were jointly funded by AAC and the Company. Throughout the term of the agreement, the State of Alaska retains ownership of the developed Launch Pad site. The Company’s involvement in the construction of the Launch Pad, inclusive of the land, resulted in the Company being recognized as the owner of the Launch Pad during the lease term. Prior to the adoption of ASC 842, the arrangement was accounted for as a build-to-suit lease under ASC 840 — Leases. The total construction costs of $ 2.1 million were capitalized within property, plant and equipment, net on the Consolidated Balance Sheet, and were depreciated on a straight-line basis over the life of the lease term. AAC’s contributions of $ 0.8 million were recorded as a financing obligation which was included in other non-current liabilities on the Company’s Condensed Consolidated Balance Sheets to be released at the end of the lease term. Upon adoption of ASC 842 on January 1, 2021, the Company derecognized the Kodiak Spaceport asset of $ 2.1 million, the accumulated depreciation of $ 0.4 million, and the financing obligation of $ 0.8 million, with an adjustment to equity for the difference. The Company also recognized a right-of-use asset of $ 0.9 million for the Kodiak Spaceport lease. No lease payments remained to be paid as of the transition date. As such, equity was adjusted against the right-of-use asset. See Note 9 — Leases. Accrued Expenses and Other Current Liabilities in thousands As of As of Fair value of contingent consideration $ 9,000 $ — Employee compensation and benefits 5,839 484 Contract liabilities 5,343 — Construction in progress related accruals 4,296 — Accrued expenses 3,548 2,751 Other (miscellaneous) 632 1,155 Accrued expenses and other current liabilities $ 28,658 $ 4,390 Other Non-Current Liabilities in thousands As of As of Fair value of contingent consideration $ 14,000 $ — Contract liabilities 275 — Other (miscellaneous) — 1,685 Other non-current liabilities $ 14,275 $ 1,685 Other Income, Net Three Months Ended Nine Months Ended in thousands 2021 2020 2021 2020 Change in fair value of warrant liabilities $ 20,447 $ — $ 20,447 $ — Gain on forgiveness of PPP note 4,850 — 4,850 — Gain on mark to market derivatives — 2,570 — 5,388 Other (miscellaneous) 598 1,321 ( 120 ) 2,464 Other income, net $ 25,895 $ 3,891 $ 25,177 $ 7,852 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Note 6 — Goodwill and Intangible Assets Goodwill in thousands Balance as of December 31, 2020 $ — Apollo Merger 58,893 Balance as of September 30, 2021 $ 58,893 Intangible Assets in thousands Carrying Amount Accumulated Amortization Net Book Value As of September 30, 2021: Developed technology $ 13,400 $ 558 $ 12,842 Customer contracts and related relationship 2,900 242 2,658 Order backlog 400 100 300 Trade names 300 37 263 Intangible assets subject to amortization 17,000 937 16,063 Trademark 3,200 — 3,200 Total $ 20,200 $ 937 $ 19,263 There were no intangible assets as of December 31, 2020. Based on the amount of intangible assets at September 30, 2021, the expected amortization expense for each of the next five years and thereafter was as follows: in thousands Expected Amortization Expense 2021 (remainder) $ 938 2022 3,550 2023 3,275 2024 2,717 2025 2,233 Thereafter 3,350 Total intangible assets $ 16,063 |
Long-term Debt
Long-term Debt | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Note 7 — Long-Term Debt The Company’s debt obligations consist of the following: As of September 30, 2021 December 31, 2020 in thousands Principal Unamortized Principal Unamortized Term loan $ — $ — $ 2,800 $ — Equipment advances — — 3,636 — Paycheck Protection Program note — — 4,850 — Convertible notes — — 59,835 12,200 Total debt — 71,121 Less: debt discount — ( 12,200 ) Less: current portion — ( 51,635 ) Total long-term debt book value, net $ — $ 7,286 There is no long-term debt outstanding as of September 30, 2021. Debt issuance costs were not material for any debt obligations individually, or in the aggregate, for the issuances of the above debt obligations. Therefore, debt issuance costs were expensed upon the issuance of respective debt obligations. Current portion of long-term debt outstanding as of December 31, 2020 includes those principal balances and unamortized debt discount expected to be repaid within twelve months from December 31, 2020. In connection with the Business Combination, all outstanding debt at the Closing Date with the exception of the Paycheck Protection Program note were settled on June 30, 2021. Refer to Note – 3 Acquisitions. In August 2021, the Company's application for forgiveness of Paycheck Protection Program was approved in the full amount. Term Loan and Equipment Advances On December 25, 2018, the Company entered into a loan agreement (the “2018 Loan Agreement”) with Silicon Valley Bank (“SVB”). Pursuant to the 2018 Loan Agreement, the Company can borrow up to a total of $ 3.0 million term loans (“2018 Term Loans”) and $ 7.0 million equipment loans (“2018 Equipment Advances”) with access period ending on April 30, 2020 for 2018 Term Loans and June 30, 2019 for 2018 Equipment Advances. For the 2018 Term Loans, monthly payments of interest only were required to be made commencing on the first day of the month following the month in which the funding occurs with respect to such term loan, and continuing thereafter on the first day of each successive calendar month, through April 30, 2020. Commencing May 1, 2020 and continuing thereafter on the first day of each successive calendar month through its maturity date, monthly payments of equal principal and accrued interest are required to be remitted. For each equipment advance, commencing on the first day of the month following the month in which the funding date occurs with respect to such equipment advance, and continuing thereafter on the first day of each successive calendar month through its equipment maturity dates, monthly payments of equal principal and accrued interest are required to be remitted. The 2018 Term Loans bear an interest rate equal to the greater of (i) 5.25 % or (ii) 1.5 % above the Prime Rate. The 2018 Equipment Advances bear an interest rate equal to the greater of (i) 5.25 % or (ii) 1.0 % above the Prime Rate. As of June 30, 2021 and December 31, 2020, the interest rate for the 2018 Term Loans and the 2018 Equipment Advances is 5.25 %. The Prime Rate is defined as the rate of interest per annum from time to time published in the money rates section of The Wall Street Journal or any successor publication. Interest is payable monthly and compounded monthly based on a 360-day year. Borrowings under the 2018 Loan Agreement are secured by a security interest in all goods, equipment, inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, general intangibles, accounts, documents, instruments, chattel paper, cash, deposit accounts, fixtures, letters of credit rights, securities, and all other investment property, supporting obligations, and financial assets, whether now owned or hereafter acquired, wherever located. In connection with the execution of the 2018 Loan Agreement, the Company entered into a 2018 warrant agreement which granted certain warrants to SVB (the “Warrants”). The Warrants were issued in one initial tranche on December 25, 2018 and three subsequent tranches in 2019 each time the Company made an additional debt draw under the 2018 Loan Agreement. Pursuant to the warrant agreement, SVB has the option to purchase an aggregate of 480,520 shares of Class A common stock. The warrants have a weighted average exercise price of $ 0.24 per share and are exercisable for a period of 10 years. The Company accounted for all the Warrants issued as equity instruments since the Warrants are indexed to the Company’s common shares and meet the criteria for classification in stockholders’ equity. In July 2021, SVB exercised all the outstanding Warrants and Company issued 472,113 shares of Company's Class A Common Stock, net of exercise price. The issuances under the 2018 Term Loan and 2018 Equipment Advances are as follows: in thousands Principal Maturity Date Term Loan $ 3,000 April 1, 2023 Equipment Advances – January 31, 2019 Issuance 2,410 January 1, 2022 Equipment Advances – April 29, 2019 Issuance 2,428 April 1, 2022 Equipment Advances – June 27, 2019 Issuance 2,162 June 1, 2022 Total $ 10,000 Paycheck Protection Program Note (“PPP Note”) On April 20, 2020, the Company received loan proceeds of approximately $ 4.9 million under the Paycheck Protection Program (“PPP”), offered by the U.S. Small Business Administration (the “SBA”) pursuant to Title 1 of the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”). The PPP Note proceeds were available to be used to pay for payroll costs, including salaries, commissions, and similar compensation, group health care benefits, and paid leaves, rent and utilities, and mortgage interest payments. The PPP Note was subject to forgiveness to the extent proceeds were used for payroll costs, including payments required to continue group health care benefits, and certain rent, utility, and mortgage interest expenses (collectively, “Qualifying Expenses”), pursuant to the terms and limitations of the PPP Note. The Company used the PPP Note amount intended for Qualifying Expenses. In the first quarter of the year ended December 31, 2021, the Company submitted a forgiveness application to its lender seeking full forgiveness of the PPP Note. On August 24, 2021, we received notice from the lender that the Small Business Administration has approved our application for forgiveness of the PPP Note in the full amount. For the three and nine months ended September 30, 2021, the Company recorded a gain of $ 4.9 million related to forgiveness of PPP Note in other income, net. No such gain was recorded for the three and nine months ended September 30, 2020. Convertible Notes Issuance of Convertible Notes From June 2019 through July 2019, the Company issued $ 14.8 million of convertible promissory notes (the “June 2019 Convertible Notes”) to certain investors. The June 2019 Convertible Notes mature on June 10, 2021 and accrue interest at 2.37 % or 2.13 %, compounded annually on basis of 360-days year of twelve 30-day months. Principal and any accrued but unpaid interest are due and payable at maturity. From October 2019 through December 2020, the Company issued $ 45.0 million of convertible promissory notes (the “October 2019 Convertible Notes” and collectively with the June 2019 Convertible Notes, the “Convertible Notes”) to certain investors. The October 2019 Convertible Notes mature on October 1, 2021 and accrue interest at 1.69 %, 1.59 % or 1.85%, compounded annually on basis of 360-days year of twelve 30-day months. Principal and any accrued but unpaid interest are due and payable at maturity. Pursuant to the terms of the Convertible Notes, the Convertible Notes will convert, including outstanding principal and any accrued but unpaid interest, with no fractional shares and proper notice based on the below: Maturity : Upon maturity, convert into the shares issued in the then most recent Preferred Stock financing at the lowest price per share of such shares in such financing at the option of the holders. Next Equity Financing: Upon the Company’s next equity financing yielding at least $ 20 million in a single transaction for the June 2019 Convertible Notes and $ 50 million in a single transaction for the October 2019 Convertible Notes (“Next Equity Financing”), the Convertible Notes shall automatically convert into those equity securities issued at a price lesser of 80 % of the qualified financing price or a per share price reflecting a pre-money, fully-diluted valuation of $ 350 million for the June 2019 Convertible Notes and $ 450 million for the October 2019 Convertible Notes. Change of Control : In the event of a change of control, immediately prior, the note shall convert into cash equal to 1.5 times the outstanding principal and any accrued but unpaid interest or at the option of the holder convert into common stock at a price per share equal to the lesser of 80% of the change of control price per common stock or a per share price reflecting a pre-money, fully-diluted valuation of $ 500 million for the June 2019 Convertible Notes and $ 450 million for the October 2019 Convertible Notes. Upon maturity, the holders of the Convertible Notes have the option to extend the maturity date for another 2 years. The Company determined that the contingent share-settled redemption upon the Next Equity Financing or Change of Control at 80% of the next round price and the contingent redemption upon Change of Control at 1.5 times of the outstanding principal and accrued interest were embedded derivatives (“Redemption Obligation”) that required bifurcation as derivative liabilities as well as upon issuance a reduction in the carrying value of the underlying note. The Company measures the bifurcated compound derivative at fair value based on significant inputs not observable in the market, which causes them to be classified as Level 3 measurements within the fair value hierarchy. Redemption Obligation derivatives are determined to be material at each issuance date. The bifurcated derivative was bifurcated from each note at the amount of the fixed premium, and the expected premium based on likelihood of the Next Equity Financing at different dates which result in differing levels of premium. The bifurcated embedded derivative had a zero fair value as of December 31, 2020 and through the settlement of the Convertible Notes in January 2021. The following tables present changes in fair value of the embedded compound derivative (associated with the Company’s Convertible Notes) for the nine months ended September 30, 2021 and 2020: Embedded Derivative in Convertible Notes September 30, in thousands 2021 2020 Balance – December 31 $ — $ 4,698 Additions — 3,261 Measurement adjustments — ( 5,388 ) Balance – September 30 $ — $ 2,571 The measurement adjustments are recognized in other income, net within the Company’s Condensed Consolidated Statements of Operations. To determine the fair value of the embedded derivatives, the Company used an income approach considering potential future conversion and calibrated a discount rate to be consistent with the price paid at Issuance. The income approach considered assumptions including preferred stock values, volatilities, risk free rates, and discount rates/additional discount factors calibrated to be consistent with the price paid at Issuance. Additionally, other key assumptions included probability and timing of financing or the note remaining outstanding through maturity. The following table sets forth the range of inputs for the significant assumptions utilized to determine the fair value of embedded derivatives at each issuance: At Issuance June 2019 October 2019 Q4 2020 Preferred stock value $ 1.30 $ 1.30 $ 1.98 – 2.32 Risk free rates 1.8 % – 2.0 % 0.9 % – 1.8 % 0.1 % Risk-adjusted discount rate 15.0 % 15.0 % 15.0 % Additional discount factor 0.1 % – 0.9 % 0.9 % – 4.7 % 4.7 % Preferred volatility 15.3 % 15.3 % 20 % Prior to the adoption of ASU 2020-06 on January 1, 2021 and upon issuance of the Convertible Notes, the Company assessed whether an immediate beneficial conversion feature (“BCF”) existed with regards to the non-contingent conversion option upon maturity to convert the Convertible Notes into the shares issued in the most recent Preferred Stock financing (i.e., Series B Preferred Stock) at the issuance of the Convertible Notes. A beneficial conversion feature exists when convertible instruments are issued with an initial “effective conversion price” that is less than the fair value of the underlying stock. The Company determined that there was no BCF associated with such conversion feature upon issuance except for the Convertible Notes issued on October 29, 2020, November 12, 2020, November 16, 2020, November 19, 2020, December 1, 2020 and December 11, 2020 (“Q4 2020 Convertible Notes”). At the commitment dates, the Company determined the conversion feature related to the Q4 2020 Convertible Notes to be beneficial to the investors. The following table summarizes the calculation of the BCFs as of the issuance dates of these Q4 2020 Convertible Notes, which continued to be presented in additional paid in capital as of December 31, 2020: As of Effective Fair Value of Number of Shares upon Conversion (pre-combination) BCF in thousands October 29, 2020 $ 1.33 $ 2.32 1,125,281 $ 1,113 November 12, 2020 1.33 2.32 4,456,114 4,407 November 16, 2020 1.33 2.32 871,378 862 November 19, 2020 1.33 2.32 2,504,466 2,476 December 1, 2020 1.33 2.32 120,030 119 December 11, 2020 1.33 2.32 750,188 742 Total $ 9,719 Prior to the adoption of ASU 2020-06 on January 1, 2021, the Company recorded a total BCF of $ 9.7 million, representing the intrinsic value of the in-the-money portion of the non-contingent conversion option upon maturity, in equity, with an offsetting reduction to the carrying amount of the Q4 2020 Convertible Notes as a debt discount upon issuance. The equity component of $ 9.7 million was not re-measured as long as it continued to meet the conditions for equity classification. The debt discounts resulting from the accounting for a beneficial conversion option and the fair value of embedded derivative at issuance were amortized using the effective interest method over the term of the Q4 2020 Convertible Notes. For all other Convertible Notes, the debt discount resulting from the bifurcation of the embedded derivatives at issuance was amortized into interest expense using the effective interest method over the term of the Convertible Notes. All Convertible Notes were classified as current liabilities as of December 31, 2020. On January 1, 2021, the Company elected to adopt ASU 2020-06 based on a modified retrospective transition method. Under such transition, prior-period information has not been retrospectively adjusted. In accounting for the Q4 2020 Convertible Notes after the adoption of ASU 2020-06, the BCFs and unamortized debt discount associated with the recognition of such BCFs were derecognized from the Condensed Consolidated Balance Sheets as of January 1, 2021, resulting in a $ 9.0 million increase in the carrying amount of the Q4 2020 Convertible Notes, a $ 9.7 million decrease in additional paid in capital, and a $ 0.7 million cumulative decrease to the opening balance of its accumulated deficit as of January 1, 2021, net of tax effects. The issuances under the Convertible Notes are as follows: Maturity Date of June 10, 2021 in thousands Principal Interest Rate June 10, 2019 $ 12,950 2.37 % June 12, 2019 500 2.37 % June 13, 2019 400 2.37 % July 19, 2019 235 2.13 % July 25, 2019 750 2.13 % Total $ 14,835 Maturity Date of October 01, 2021 in thousands Principal Interest Rate October 1, 2019 $ 14,000 1.69 % February 6, 2020 6,000 1.59 % February 12, 2020 5,000 1.59 % February 28, 2020 6,900 1.59 % October 29, 2020 1,500 1.85 % November 12, 2020 5,940 1.85 % November 16, 2020 1,162 1.85 % November 19, 2020 3,338 1.85 % December 1. 2020 160 1.85 % December 11, 2020 1,000 1.85 % Total $ 45,000 Settlement of Convertible Notes On January 28, 2021, the Company entered a stock purchase agreement with certain investors to close the issuance of Series C convertible preferred stock at a cash purchase price of $ 6.62 per share and settle all outstanding Convertible Notes through Series C convertible preferred stock at a conversion price of $ 1.33 or $ 1.71 per share (“Series C Financing”). The Company issued 38,323,292 shares of Series C Convertible Preferred Shares (pre-combination) for conversion of outstanding Convertible Notes of $ 61.0 million. The June 2019 Convertible Notes were settled pursuant to the contractual conversion upon the Next Equity Financing feature with such financing yielding at least $ 20 million in a single transaction. The Company credited the net carrying amount of the June 2019 Convertible Notes of $ 14.5 million, including any unamortized debt discount, to Series C convertible preferred stock with no gain or loss recognized. The October 2019 Convertible Notes were settled based on negotiated terms between the Company and the note holders as the Series C Financing did not meet the definition of Next Equity Financing for the October 2019 Convertible Notes. The Company assessed the economics of the settlement of the October 2019 Convertible Notes and concluded that it should be treated as a privately negotiated debt redemption/settlement transaction where debt extinguishment accounting should be applied. Therefore, the Company derecognized the net carrying amount, including any unamortized debt discount, of the October 2019 Convertible Notes of $ 42.6 million and recognized the Series C convertible preferred stock issued specifically to settle the October 2019 Convertible Notes at fair value as the reacquisition consideration. Accrued and unpaid interest of $ 0.6 million was settled and not paid in cash and therefore it was included in calculating the extinguishment loss. The difference between the net carrying amount of the October 2019 Convertible Notes, plus accrued and unpaid interest, and the reacquisition consideration was recorded as a loss on extinguishment within other income, net in the Condensed Consolidated Statement of Operations. The Company issued in aggregate 26,727,308 shares of Series C convertible preferred stock (pre-combination) to settle the October 2019 Convertible Notes. The fair value of the Series C convertible preferred stock was determined to be $ 176.9 million using the cash purchase price of $ 6.62 per share on January 28, 2021. These October 2019 Convertible Notes had a carrying amount plus accrued and unpaid interest of $ 43.2 million upon settlement. The difference of $ 133.8 million was recognized as a loss on extinguishment on the Company’s Condensed Consolidated Statement of Operations for the nine months ended September 30, 2021. Bridge Loan On May 20, 2021, the Company entered into a short-term promissory note (the “Bridge Loan”) with Pendrell as the lender, pursuant to which Pendrell agreed to make available to the Company up to $ 20.6 million in borrowings. Pendrell is the parent of X-icity Holdings Corporation, the sponsor of Holicity. The interest rate on the Bridge Loan borrowings is a fixed rate of 5.00 % per annum. However, if repaid in full in connection with the closing of the Business Combination, then no interest shall be due and payable. The Company is required to pay an upfront fee in the amount of 1.00 % of the principal amount and an end of term fee in the amount of 2.00 % of the principal amount. The funds drawn on the Bridge Loan may be prepaid by the Company at any time. The Bridge Loan matures upon the earliest of (a) the closing of the Business Combination, (b) 60 days following the abandonment of the Business Combination and (c) the date when the commitment amount is otherwise paid in full or accelerated pursuant to the terms of the Bridge Loan. Under the terms of the Bridge Loan, the Company borrowed $ 10.0 million in June 2021, and subsequently paid off the outstanding principal and end of term fee totaling $ 10.4 million on June 30, 2021. Refer to Note – 3 Acquisitions. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 8 — Income Taxes We compute our provision for income taxes by applying the estimated annual effective tax rate to year-to-date income from recurring operations and adjust the provision for discrete tax items recorded in the period. There has historically been no federal or state provision for income taxes because the Company has incurred operating losses and maintains a full valuation allowance against its net deferred tax assets. For the three and nine months ended September 30, 2021, the Company recognized a tax benefit of $ 0.4 million primarily due to the change in the realizability of certain U.S. deferred tax assets as a result of the Apollo Fusion Inc. acquisition. For the period ended September 30, 2020, the Company recognized no provision for income taxes consistent with the losses incurred and the valuation allowance against the deferred tax assets. Utilization of net operating loss carryforwards, tax credits and other attributes may be subject to future annual limitations due to the ownership change limitations provided by Section 382 of the Internal Revenue Code and similar state provisions. The Company files income tax returns in the U.S. federal jurisdiction and various states. The Company is not currently under examination by income tax authorities in federal, state or other jurisdictions. All tax returns will remain open for examination by the federal and state authorities for three and four years, respectively, from the date of utilization of any net operating loss or credits. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2021 | |
Leases [Abstract] | |
Leases | Note 9 — Leases The Company has operating leases for warehouse, production, and office facilities and equipment. Lease contracts have remaining lease terms of one year to eight years , some of which include options to extend the term by up to 5 years . The Company included renewal options that are reasonably certain to be exercised as part of the lease term. Additionally, some lease contracts include termination options. The Company does not expect to exercise the majority of termination options and generally exclude such options when determining the term of leases. See Note 2 — Basis of Presentation and Summary of Significant Accounting Policies for the Company’s lease accounting policy. The components of lease costs for three and nine months ended September 30, 2021 are as follows (in thousands): Three Months Ended Nine Months Operating lease costs $ 510 $ 1,159 Finance lease costs: Amortization of right-of-use assets — — Interest on lease liabilities — — Short-term lease costs 37 — Variable lease costs — — Sublease income — — Total lease costs $ 547 $ 1,159 For the three and nine months ended September 30, 2020, rent expense recognized under ASC 840 amounted to $ 0.2 million and $ 0.5 million, respectively. There were no losses or gains on sale and leaseback transactions for the three months and nine months ended September 30, 2021. The weighted average remaining lease term as of September 30, 2021 is 6.90 years and the weighted average discount rate is 7.35 %. Cash flows arising from lease transactions for the three and nine months ended September 30, 2021 were as follows (in thousands): Three Months Ended Nine Months Cash paid for amounts included in the measurements of lease liabilities: Operating cash inflows/(outflows) from operating leases $ ( 484 ) $ ( 1,254 ) Operating cash inflows/(outflows) from finance leases — — Financing cash inflows/(outflows) from finance leases — — Supplemental non-cash information on lease liabilities arising from obtaining — — Operating leases — — Finance leases — — Future minimum lease payments under non-cancellable leases in effect as of September 30, 2021 are as follows (in thousands): Year Ending December 31, Operating Finance 2021 (excluding the nine months ended September 30, 2021) $ 458 $ — 2022 1,761 — 2023 1,655 — 2024 1,655 — 2025 1,655 — Thereafter 4,481 — Total future undiscounted minimum lease payments $ 11,665 $ — Less: imputed Interest ( 2,486 ) — Total reported lease liability $ 9,179 $ — The following table summarizes our lease commitments as of December 31, 2020: Year Ending December 31, Minimum Lease (in thousands) 2021 $ 712 2022 766 2023 763 2024 762 2025 762 Thereafter 1,708 Total $ 5,473 |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 10 — Fair Value Measurements The Company measured Level 1 financial instruments at fair value based on observable inputs, including unadjusted, quoted prices in active markets for identical assets and liabilities. Financial instruments classified within Level 2 of the fair value hierarchy are valued based on other observable inputs, including broker or dealer quotation, alternative pricing sources or U.S. Government Treasury yield of appropriate term. When quoted prices in active markets for identical assets or liabilities are not available, the Company relies on non-binding quotes from its investment managers, which are based on proprietary valuation models of independent pricing services. These models generally use inputs such as observable market data, quoted market prices for similar instruments, historical pricing trends of a security as relative to its peers. To validate the fair value determination provided by its investment managers, the Company reviews the pricing movement in the context of overall market trends and trading information from its investment managers. The Company performs routine procedures such as comparing prices obtained from independent source to ensure that appropriate fair values are recorded. The Public Warrants of $ 23.7 million are classified as Level 1 instruments as the Public Warrants are actively traded in public markets. The Private Placement Warrants are classified as Level 2 financial instruments. The Company estimated the fair value of the Private Placement Warrants using a Monte Carlo simulation based on observable inputs including implied volatility from short term options, common stock price, Public Warrants price and risk-free rate. The fair value of contingent consideration related to Apollo acquisition is classified as Level 3 financial instruments. The company estimated the fair value of the contingent consideration using a Monte Carlo simulation based on non observable inputs including forecasted revenue and risk adjusted rate. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2021 (in thousands): Description Level 1 Level 2 Level 3 Total Liabilities: Public Warrants $ 23,700 $ — $ — $ 23,700 Private Placement Warrants — 12,640 — 12,640 Contingent Consideration — — 23,000 23,000 Total $ 23,700 $ 12,640 $ 23,000 $ 59,340 The following table presents a summary of the changes in fair value of the Company's Level 3 financial instruments: in thousands Contingent Consideration Fair value as of January 1, 2021 $ — Recognition of contingent consideration liability upon acquisition 23,000 Change in the fair value included in other income, net — Fair value as of September 30, 2021 $ 23,000 To determine the fair value of the contingent consideration, the Company used Monte Carlo simulation method. The Monte Carlo simulation considered assumptions including revenue volatilities, risk free rates, discount rates and additional revenue discount rate. Additionally, other key assumptions included forecasted revenue from new customers and probability of achieving it. The following table sets forth the range of inputs for the significant assumptions utilized to determine the fair value of contingent consideration: Contingent Consideration Risk-free interest rate 0.18 % Expected revenue volatility 20.0 % Revenue discount rate 5.50 % Discount rate 3.25 % |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 11 — Commitments and Contingencies Legal Proceedings The Company is party to ordinary and routine litigation incidental to our business. On a case-by-case basis, the Company engages inside and outside counsel to assess the probability of potential liability resulting from such litigation. After making such assessments, the Company makes an accrual for the estimated loss only when the loss is probable, and an amount can be reasonably estimated. As of September 30, 2021, there is no material litigation, arbitration or governmental proceeding currently pending or to Astra’s knowledge, threatened against us or any members of Astra’s management team in their capacity as such that could have a material effect on the Condensed Consolidated Balance Sheets, Condensed Consolidated Statements of Operations, or Condensed Consolidated Statements of Cash Flows. Purchase Commitments On May 25, 2021, the Company entered a contract with a supplier to purchase components. The Company is obligated to purchase $ 22.5 million of components over 60 months. The Company may terminate the supply agreement by paying 50 % of the remaining purchase commitment at any point during the contract term. There were no purchases made during the three months ended September 30, 2021. The Company made total purchases of $ 0.4 million during the nine months ended September 30, 2021. |
Convertible Preferred Stock
Convertible Preferred Stock | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Convertible Preferred Stock | Note 12 — Convertible Preferred Stock Convertible Preferred Stock From pre-combination Astra’s inception until the consummation of the Business Combination, approximately $ 100.2 million of cash capital contributions was raised, net of issuance costs, through the issuance of three rounds of convertible preferred equity. The three classes of convertible preferred stock of pre-combination Astra are: Series A convertible preferred stock, Series B convertible preferred stock and Series C convertible preferred stock (collectively, the “Convertible Preferred Stock”). Immediately before the consummation of the Business Combination, the Convertible Preferred Stock of pre-combination Astra consisted of: Series Shares Outstanding (pre-combination) Liquidation Conversion Annual A 65,780,540 $ 0.243233 $ 0.243233 $ 0.019459 B 70,713,123 1.333008 1.333008 0.106640 C 50,483,785 6.620970 6.620970 0.529680 Total 186,977,448 Upon the consummation of the Business Combination in June 2021, 186,977,448 shares of Convertible Preferred Stock (pre-combination) converted into 124,340,003 shares of Class A common stock of the Company. The Company no longer had Convertible Preferred Stock authorized, issued or outstanding subsequent to the close of business combination in June 2021. The terms and rights of the Convertible Preferred Stock described below represent the terms and rights of the Convertible Preferred Stock prior to the closing of the Business Combination. Voting Rights and Dividends Each holder of the Convertible Preferred Stock is entitled to a number of votes equal to the number of whole shares of Class A common Stock into which such holder’s shares are convertible as defined in the amended and restated certificate of incorporation. The holders of outstanding Convertible Preferred Stock are entitled to receive defined dividends per share, when, if, and as declared by the board of directors. These rights are not cumulative, and no right accrues by reason of the fact that dividends on said shares are not declared in any period, nor any undeclared or unpaid dividend bears or accrues interest. After payment of such dividends, and additional dividends or distributions are distributed to all holders of Common Stock, Founders Convertible Preferred Stock and Convertible Preferred Stock in proportion to the number of shares of common stock what would be held on an “as converted” basis. Liquidation In the event of a liquidation event (as defined), the holders of the Convertible Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any of the assets of the Company to the holders of Founders Convertible Preferred Stock and Common Stock, by reason of their ownership, an amount per share equal to the liquidation price per share for each outstanding share of the Convertible Preferred Stock, plus any declared but unpaid dividends thereon to the date fixed for such distribution. If the assets of the Company legally available for distribution are insufficient to permit the payment of the full preferential amounts to the holders of the Convertible Preferred Stock, then the entire assets available for distribution to stockholders are distributed ratably among the holders of the Convertible Preferred Stock in proportion to the preferential amount each such holder is otherwise entitled to receive. Upon the completion of the distribution to the holders of Series A, Series B and Series C Convertible Preferred Stock, the holders of outstanding shares of Founders Convertible Preferred Stock and Common Stock are entitled to receive all of the remaining assets of the Company pro rata based on the number of shares of Common Stock held by each assuming conversion of all such Founders Convertible Preferred Stock into Common Stock. Each of the Convertible Preferred Stock shares are conditionally puttable by the holders upon Deemed Liquidation events, which includes a change of control or a sale of substantially all the Company’s assets. The Company determined that triggering events that could result in a Deemed Liquidation are not solely within the control of the Company. Therefore, the Convertible Preferred Stock is classified outside of permanent equity (i.e., temporary equity). The Convertible Preferred stock is subject to standard protective provisions, none of which provide creditor rights. As of December 31, 2020, the Company is not required to remeasure the Convertible Preferred Stock to the redemption value as none of the Deemed Liquidation events were probable at the time. On January 28, 2021, concurrent with Series C Financing, the Company amended its certificate of incorporation to add a merger with a special purpose acquisition company (“SPAC Transaction”) as one of the defined Deemed Liquidation events. In addition, upon triggering of the Deemed Liquidation events, the holders of the Convertible Preferred Stock are entitled to receive the greater of their liquidation preference per share and the as converted value per share. As of March 31, 2021, the Company assessed the probability of a SPAC Transaction to be probable and therefore, the Convertible Preferred Stock are considered probable of becoming redeemable. Subsequent measurement of Convertible Preferred Stock is then required for the three months ended March 31, 2021. The Company elected to apply the current redemption value method to measure the redeemable Convertible Preferred Stock. Under this method, changes in the redemption value are recognized immediately as they occur and the carrying value of the Convertible Preferred Stock is adjusted to the redemption value at the end of each reporting date. In the absence of retained earnings, adjustments to redemption value were recorded against additional paid-in capital, if any, and then to accumulated deficit. As of March 31, 2021, adjustments to the carrying amount of the Convertible Preferred Stock of $ 1.1 billion, reflecting the estimated redemption value of $ 7.18 per share as of March 31, 2021, are treated as deemed dividends and are recognized against additional paid-in capital and accumulated deficit on the Condensed Consolidated Balance Sheet as of March 31, 2021. On the Closing Date of the Business Combination, all outstanding Convertible Preferred Stock converted into Class A common stock of the Company, therefore, the Company applied conversion accounting to derecognize the existing carrying amount of the Convertible Preferred Stock and increased additional paid-in capital. Conversion The holders of the Convertible Preferred Stock shall have conversion rights as follows: Right to Convert : Each of the Company’s Convertible Preferred Stock shall be convertible at the option of the holder thereof into a number of fully paid and nonassessable shares of Class A common Stock as is determined by dividing the liquidation preference by the conversion price for each series, respectively. Automatic Conversion : Each share of the Convertible Preferred Stock shall automatically be converted into fully paid and nonassessable shares of Class A common Stock, at the then-effective conversion rates upon the earlier of (i) the vote or written consent of holders of at least a majority of the voting power represented by the then-outstanding shares of Convertible Preferred Stock, voting as a separate class on an as-converted basis or (ii) the closing of a firm commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, covering the offer and sale of common stock at an offering price of not less than $ 19.9 per share and with aggregate gross proceeds to the Company (prior to deduction of underwriters’ commissions and expenses) of not less than $ 30.0 million. Redemption Convertible Preferred Stock are not mandatorily redeemable. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2021 | |
Stockholders Equity Note [Abstract] | |
Stockholders' Equity | Note 13 — Stockholders’ Equity Common and Preferred Stock As of September 30, 2021, the Company had authorized a total of 466,000,000 shares of stock, consisting of (i) 400,000,000 shares of Class A common stock, par value $ 0.0001 per share (“Class A common stock”), (ii) 65,000,000 shares of Class B common stock, par value $ 0.0001 per share (“Class B common stock”), and (iii) 1,000,000 shares of preferred stock, par value $ 0.0001 per share (“Preferred Stock”). As of September 30, 2021, the Company had 202,034,520 and 56,239,189 shares of Class A and Class B common stock issued and outstanding, respectively. There was no share of preferred stock outstanding as of September 30, 2021. Holders of the Class A and Class B common stock have identical rights, except that holders of the Class A common stock are entitled to one vote per share and holders of the Class B common stock are entitled to ten votes per share. Shares of Class B common stock can be converted to shares of Class A common stock at any time at the option of the stockholder and automatically convert upon sale or transfer, except for certain transfers specified in our amended and restated certificate of incorporation. In connection with the Business Combination, the Company’s executive officers and founders, Chris Kemp and Adam London, converted an aggregate 10,870,562 shares of Founders Preferred Stock and an aggregate 3,599,647 shares of Class A common stock of pre-combination Astra, which were entitled to one vote per share, into 9,622,689 shares of Class B common stock of the Company, which are entitled to ten votes per share. Founders Convertible Preferred Stock The Company issued 18,500,000 shares of pre-combination Astra’s Founders Convertible Preferred Stock in 2016. Upon vesting, the compensation expense associated with the Founders Convertible Preferred Stock was recorded as stock-based compensation based on the fair value of the Founders Convertible Preferred Stock on the grant date fair value. Immediately before the closing of the Business Combination, 10,870,562 shares of pre-combination Astra’s Founders Convertible Preferred Stock were outstanding. Upon closing of the Business Combination, the Founders Convertible Preferred Stock were converted into shares of Class B common stock of the Company. Refer to Note 3 – Acquisitions. |
Stock-based Compensation
Stock-based Compensation | 9 Months Ended |
Sep. 30, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Share-based Payment Arrangement | Note 14 — Stock-based Compensation Stock-based incentive awards are provided to employees under the terms of various Astra equity incentive plans. 2021 Omnibus Incentive Plan In June 2021, the Board of Directors approved the 2021 Omnibus Incentive Plan (the “2021 Plan”), which reserved 36.8 million shares of Class A common stock for issuance for awards in accordance with the terms of the 2021 Plan. In addition, the pool will increase on January 1 of each year from 2022 to 2031 by the lesser of (i) 5 % of the sum of number of shares of (x) Class A common stock and (y) Class B common stock outstanding as of the close of business on the immediately preceding December 31 and (ii) the number of shares of Class A common stock as determined by the Board. The purpose of the 2021 Plan is to advance the Company’s interests by providing for the grant to employees, directors, consultants and advisors of stock and stock-based awards. As of September 30, 2021, 11 million shares remain available for issuance under the plan. 2021 Employee Stock Purchase Plan In June 2021, the Board of Directors approved the 2021 Employee Stock Purchase Plan (the “2021 ESPP”) to reserve 5 million shares of Class A common stock for issuance for awards in accordance with the terms of the ESPP. In addition, the number of shares reserved for issuance will ultimately increase on January 1 of each year from 2022 to 2031 by the lesser of (i) 1 % of the sum of number of shares of (x) Class A common stock and (y) Class B common stock outstanding as of the close of business on the immediately preceding December 31 and (ii) the number of shares of Class A common stock as determined by the Board. The purpose of the ESPP is to enable eligible employees to use payroll deductions to purchase shares of Class A common stock and thereby acquire an interest in the company. Eligible employees are offered shares through a 24 -month offering period, which consists of four consecutive 6-month purchase periods. Employees may purchase a limited amount of shares of our stock at a discount of up to 15 % of the lesser of the fair market value at the beginning of the offering period or the end of each 6-month purchase period. No shares were issued under the Employee Stock Purchase Plan during the three months ended September 30, 2021. As of September 30, 2021, 5 million shares remain available for issuance under the Employee Stock Purchase Plan. As of September 30, 2021, the Company had $ 0.6 million of unrecognized stock-based compensation expense related to the ESPP. This cost is expected to be recognized over a weighted-average period of 0.9 years 2016 Equity Incentive Plan In 2016, pre-combination Astra adopted the 2016 Equity Incentive Plan (the “2016 Plan”). Under this Plan, the Board of Directors or a committee appointed by the Board of Directors is authorized to provide stock-based compensation in the form of stock options, stock appreciation rights, restricted stock, and other performance or value-based awards within parameters set forth in the Plan to employees, directors, and non-employee consultants. In connection with the Business Combination, the Company assumed the 2016 Plan upon closing. Each outstanding and unexercised option (“Astra Option”) was converted, at the exchange ratio established in the BCA, into an option (“New Astra Option”) to acquire shares of the Company’s Class A common stock with the same terms and conditions as applicable to the Astra Option immediately prior to the Business Combination. As of September 30, 2021, there were no shares available for issuance under the plan. The following table summarizes stock-based compensation expense that the Company recorded in the Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2021 and 2020: Three Months Ended Nine Months Ended in thousands 2021 2020 2021 2020 Research and development $ 1,334 $ 49 $ 4,638 $ 254 Sales and marketing 15 — 70 — General and administrative 1,339 46 15,757 354 Stock-based compensation expense $ 2,688 $ 95 $ 20,465 $ 608 On September 20, 2021, under the 2021 Plan, the Company’s compensation committee granted 3,972,185 restricted stock units (“RSUs”), 3,426,094 time-based stock options and 13,016,178 performance-based stock options to its executive officers. RSUs and time-based stock options granted have service-based vesting conditions only. The service conditions vary for each executive officer’s and is based on their continued service to the Company. Typically, these RSUs and time-based stock options vest over four years with 25 % of awards vesting on the first anniversary of the grant date and the remaining 75 % vesting quarterly over the remaining 12 quarters. Option holders have a 10-year period to exercise their options before options expire. Forfeitures are recognized in the period of occurrence and stock-based compensation costs are recognized based on grant-date fair value as RSUs and time-based stock options vest. Refer to disclosures below for the Company’s RSUs and option activities for the nine months ended September 30, 2021. Performance-based stock options, only eligible to the executive officers of the Company, are subject to performance conditions as follows, and the milestones do not need to be achieved in any specific order or sequence: Milestone A: The Company has had a successful orbital delivery. Milestone B: The Company has had six orbital launches during a six consecutive month period. Milestone C: The Company has completed a prototype for a spacecraft that has achieved an orbital launch. Milestone D: The Company has conducted twenty-six orbital launches during a six consecutive month period. Milestone E: The Company has achieved an orbital launch for an aggregate of 100 spacecraft. These performance-based stock options also require the volume weighted average share price for a period of thirty trading days meet certain share price thresholds before a milestone will be deemed achieved. After each milestone is achieved, 20 % of the performance-based stock options will vest on the vesting date immediately following the date at which the price thresholds are met. For this purpose, a "vesting date" is February 15, May 15, August 15 and November 15 of any applicable year. The milestones must be achieved over a period of approximately five years , with the earliest vesting date of November 15, 2022 and the last vesting date no later than November 15, 2026, if all vesting conditions are met. No unvested portion of the performance-based stock options shall vest after November 15, 2026. As of September 30, 2021, the Company assessed the probability of success for the five milestones mentioned above and determined that it is probable that the Company will achieve all five milestones within the requisite period. Therefore, the Company recognized $ 0.9 million compensation costs related to performance-based stock options for the three and nine-months ended September 30, 2021. In April 2021, the Board of Directors has approved the acceleration of the vesting of 1,900,000 pre-combination Astra stock options issued to two executive officers: Kelyn Brannon and Martin Attiq, on December 27, 2020. The Company recognized the remaining stock-based compensation expense of $ 7.2 million on its Condensed Consolidated Statements of Operations for the nine months ended September 30, 2021. In February 2021, the Board of Directors approved the acceleration in vesting of 206,250 pre-combination Astra stock options that were issued to one employee on May 15, 2020. The remaining unvested options were fully vested upon acceleration. The Company recorded a $ 1.4 million stock-based compensation expense related to the modification for the nine months ended September 30, 2021. As of September 30, 2021, the Company had $ 164 million of unrecognized stock-based compensation expense related to the stock-based awards. This cost is expected to be recognized over a weighted-average period of 3 .08 years. Secondary Sales In January 2021 , concurrent with Series C Financing, two executive officers, Chris Kemp, founder and Chief Executive Officer (“CEO”), and Adam London, founder and Chief Technology Officer (“CTO”), entered stock purchase agreements with certain investors including ACME SPV AS, LLC to sell 3,775,879 and 2,265,529 shares, respectively, of Founders Convertible Preferred Stock at purchase prices in excess of the estimated fair value at the time of the transactions (“January 2021 Secondary Sales”) to certain investors. Upon the sale, the Founders Convertible Preferred Stock automatically converted into Series C Convertible Preferred Stock. The Company’s board member, Scott Stanford, is a member of ACME SPV AS, LLC and the Company facilitated the January 2021 Secondary Sales. As a result, for the nine months ended September 30, 2021 the Company recorded a total of $ 8.2 million in stock-based compensation expense for the difference between the price paid by these investors and the estimated fair value of the Founders Convertible Preferred Stock on the date of the transaction. In April 2021, four executive officers, Chris Kemp, CEO, Adam London, CTO, Kelyn Brannon, Chief Financial Officer (“CFO”), and Martin Attiq, Chief Business Officer (“CBO”), entered into stock purchase agreements with new investors to sell 2,534,793 , 865,560 , 1,500,000 and 400,000 shares, respectively, of Class A common stock of pre-combination Astra, at a purchase price per share of $ 5.66 (“April 2021 Secondary Sales”). No additional stock-based compensation expense was recognized for the nine months ended September 30, 2021 as the purchase price was below fair market value of Class A common stock of pre-combination Astra at the time of the sales. Stock Options Awards The following is a summary of stock option activity for the nine months ended September 30, 2021: No. of Weighted- Average Exercise Price Weighted- Average Aggregate Intrinsic Outstanding – December 31, 2020 8,546,017 $ 0.85 8.6 $ 52,120,105 Granted 16,442,272 9.04 10.0 Exercised ( 3,524,943 ) 0.49 5.2 32,369,971 Forfeited ( 690,398 ) 1.05 — Expired ( 20,005 ) 0.59 — Outstanding – September 30, 2021 20,752,943 $ 7.38 9.6 $ 33,039,517 Unvested – September 30, 2021 18,946,136 Exercisable – September 30, 2021 1,806,807 The company uses the Black-Scholes option pricing-model to calculate the grant date fair value of time based options and Monte Carlo simulation model to calculate the grant date fair value of performance based options. The following table summarizes the assumptions used in estimating the fair value of options granted in the nine months ended September 30, 2021: Time Based Options Performance Based Options Expected terms (years) 6 2.5 - 4.4 Expected volatility 68.8 % 68.9 % Risk-free interest rate 0.98 % 1.31 % Expected dividend rate 0 % 0 % Restricted Stock Units Awards The following is a summary of restricted stock units for time-based awards for the nine months ended September 30, 2021: Number of RSUs Outstanding Weighted- Average Grant Date Fair Value Per Share Outstanding – December 31, 2020 — $ — Granted 9,352,100 9.04 Vested — — Forfeited — — Outstanding – September 30, 2021 9,352,100 $ 9.04 |
Loss per Share
Loss per Share | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Loss per Share | Note 15 — Loss per Share Founders Convertible Preferred Stock, Convertible Preferred Stock, and unvested Restricted Stock Awards (“RSA’s”) are participating securities in periods of income, as the Founders Convertible Preferred Stock, Convertible Preferred Stock, and unvested RSAs participate in undistributed earnings on an as-if-converted or as-vested basis. However, the Founders Convertible Preferred Stock, and Convertible Preferred Stock, do not share in losses. The Company computes earnings per share of Common Stock using the two-class method required for participating securities and does not apply the two-class method in periods of net loss. Basic and diluted earnings per share were the same for the years presented as the inclusion of all potential Common Stock outstanding would have been anti-dilutive. Earnings per share calculations for all periods prior to the Business Combination have been retrospectively restated to the equivalent number of shares reflecting the exchange ratio established in the BCA. Subsequent to the Business Combination, earnings per share was calculated based on weighted average number of shares of common stock then outstanding. The following tables set forth the computation of basic and diluted loss for the three months ended September 30, 2021 and 2020, and the nine months ended September 30, 2021 and 2020: Three Months Ended September 30, 2021 2020 (in thousands, except share and per share amounts) Class A Class B Class A Class B Net loss attributed to common stockholders $ ( 12,697 ) $ ( 3,551 ) ( 596 ) ( 4,606 ) Basic weighted average common shares outstanding 201,080,003 56,239,188 6,367,490 49,210,000 Dilutive weighted average common shares outstanding 201,080,003 56,239,188 6,367,490 49,210,000 Loss per share attributable to common stockholders: Basic and Diluted loss per share $ ( 0.06 ) $ ( 0.06 ) $ ( 0.09 ) $ ( 0.09 ) Nine Months Ended September 30, 2021 2020 (in thousands, except share and per share amounts) Class A Class B Class A Class B Net loss attributed to common stockholders $ ( 126,985 ) $ ( 79,532 ) $ ( 2,992 ) $ ( 23,016 ) Adjustment to redemption value on Convertible Preferred Stock ( 622,098 ) ( 389,628 ) — — Net loss attributed to common stockholders $ ( 749,083 ) $ ( 469,160 ) $ ( 2,992 ) $ ( 23,016 ) Basic weighted average common shares outstanding 79,784,524 49,970,071 6,334,324 48,722,577 Dilutive weighted average common shares outstanding 79,784,524 49,970,071 6,334,324 48,722,577 Loss per share attributable to common stockholders: Basic and Diluted loss per share $ ( 9.39 ) $ ( 9.39 ) $ ( 0.47 ) $ ( 0.47 ) There were no preferred dividends declared or accumulated as of September 30, 2021 and December 31, 2020. The following securities were not included in the computation of diluted shares outstanding because the effect would be anti-dilutive: As of September 30, 2021 2020 Class A Class B Class A Class B Stock options 20,752,943 — 10,299,548 — RSUs 9,352,100 — — — Convertible Preferred Stock — — 103,070,786 — Warrants 15,333,309 — 480,520 — Total 45,438,352 — 113,850,854 — For the Convertible Notes, before settlement, for purposes of diluted earnings (loss) per share, the Company applies the if-converted method. However, because the adjustment to the numerator for interest expense was anti-dilutive, the Convertible Notes were not included in diluted earnings (loss) per share. Refer to Note 7 — Long-Term Debt for the key terms of the Convertible Notes. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 16 — Related Party Transactions In June 2019, the Company issued promissory convertible notes to A/NPC Holdings LLC and Sherpa Ventures Fund, II LP for gross proceeds of $ 10.0 million and $ 0.6 million, respectively. In November 2020, the Company issued promissory convertible notes to Sherpa Ventures Fund II, LP and Eagle Creek Capital LLC, for gross proceeds of $ 0.2 million and $ 0.5 million, respectively. Some of the Company’s board members at that time were or are related parties of these entities. Nomi Bergman, who was serving as our director when the promissory convertible notes were issued, is a principal of A/NPC Holdings LLC and Scott Stanford, who serves as our director, is a principal of Sherpa Ventures Fund II, LP and a member of Eagle Creek Capital, LLC. In all instances the terms of these transactions were the same as third-party investors. On January 28, 2021, the Company settled promissory convertible notes through the issuance of Series C convertible preferred stock. 7,819,887 and 469,193 shares of Series C convertible preferred stock were issued to A/NPC Holdings LLC and Sherpa Ventures Fund II, LP at a per share price of $ 1.33 to settle $ 10.4 million and $ 0.6 million outstanding principal and accrued interest, respectively. Additionally, 264,928 and 115,771 shares of Series C convertible preferred stock were issued to Eagle Creek Capital, LLC and Sherpa Ventures Fund II, LP at a per share price of $ 1.71 to settle $ 0.5 million and $ 0.2 million outstanding principal and accrued interest, respectively. See Note 7 — Long-Term Debt for mechanism of settlement. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 17 — Subsequent Events On November 9, 2021, the Company granted 33,000 restricted stock units (the “RSUs”) to the spouse of its chairman, chief executive officer and founder, Chris Kemp (“Ms. Kemp”) as compensation for investor relations and marketing services Ms. Kemp provided to the Company as a consultant. The RSUs vest in one installment on November 15, 2021 . The value of the RSUs is $ 0.3 million, which is based on the closing per share price of the Company’s Class A common stock on November 9, 2021. Ms. Kemp’s consulting agreement was ratified, and the grant of RSUs was approved, under the Company’s related party transaction policy. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The Company’s condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) as determined by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) for interim financial reporting. Certain information and disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Accordingly, these interim condensed consolidated financial statements should be read in conjunction with the audited financial statements and accompanying notes for the years ended December 31, 2020 and 2019. The Condensed Consolidated Balance Sheet as of December 31, 2020, included herein, was derived from the audited financial statements of the Company as of that date. The unaudited condensed consolidated interim financial statements, in the opinion of management, reflect all adjustments, consisting only of normal recurring adjustments, necessary to present fairly our financial position, our results of operations, cash flows and stockholders’ equity (deficit) for the periods presented. The results are not necessarily indicative of the results of operations to be anticipated for any future annual or interim period. On July 1, 2021, we, through our wholly owned indirect subsidiary, merged with Apollo Fusion, Inc. ("Apollo"). The fair value of the consideration paid as of July 1, 2021, was $ 75.4 million, net of cash acquired (the "Apollo Merger"). Apollo designs, tests, manufactures and operates propulsion modules to enable satellites to orbit in space. The results of operations of Apollo are included in the unaudited condensed consolidated financial statements commencing as of July 1, 2021, or the Apollo Acquisition Date. See Note 3 — Acquisitions for additional information. The Business Combination, pursuant to the BCA, by and among Holicity, Merger Sub, and pre-combination Astra, is accounted for as a reverse recapitalization as pre-combination Astra was determined to be the accounting acquirer under FASB’s ASC Topic 805, Business Combination ("ASC 805"). The determination is primarily based on the evaluation of the following facts and circumstances: the equity holders of pre-combination Astra hold the majority of voting rights in the Company; the board of directors of pre-combination Astra represent a majority of the members of the board of directors of the Company; the senior management of pre-combination Astra became the senior management of the Company; and the operations of pre-combination Astra comprise the ongoing operations of the Company. In connection with the Business Combination, outstanding common stock and preferred convertible stock of the pre-combination Astra was converted into common stock of the Company, par value of $ 0.0001 per share, representing a recapitalization, and the net assets of the Company were acquired and recorded at historical cost, with no goodwill or intangible assets recorded. Pre-combination Astra was deemed to be the predecessor and the consolidated assets and liabilities and results of operations prior to the Closing Date are those of pre-combination Astra. Reported shares and earnings per share available to common stockholders, prior to the Business Combination, have been retroactively restated as shares reflecting the exchange ratio established in the BCA. The number of shares of preferred stock was also retroactively restated based on the exchange ratio. See Note 3 — Acquisitions for additional information |
Principles of Consolidation | Principles of Consolidation and Liquidity The condensed consolidated financial statements include the accounts for the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. The Company has historically funded its operations primarily by equity financings and convertible promissory notes prior to the Business Combination and subsequently funded its operations through cash proceeds obtained as part of the reverse recapitalization. As of September 30, 2021, the Company’s existing sources of liquidity included cash and cash equivalents of $ 379 million. The Company has a limited history of operations and has incurred negative cash flows from operating activities and loss from operations in the past as reflected in the accumulated deficit of $ 1,357 million as of September 30, 2021. The Company expects to continue to incur operating losses due to the investments it intends to make in its business, including the development of products. The Company has adequate cash balances that will be sufficient to fund operating and capital expenditure requirements through at least 12 months from the date of issuance of these financial statements. |
Emerging Growth Company | Emerging Growth Company Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised, and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s condensed consolidated financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Risks and Uncertainties | Risks and Uncertainties The Company is subject to those risks common in the technology industry and also those risks common to early stage companies including, but not limited to, the possibility of not being able to successfully develop or market its products or services, competition, dependence on key personnel and key external alliances, the successful protection of its proprietary technologies, compliance with government regulations, and the possibility of not being able to obtain additional financing when needed. On March 11, 2020 the World Health Organization declared the novel strain of coronavirus (“COVID-19”) a global pandemic and recommended containment and mitigation measures worldwide. The COVID-19 pandemic has disrupted everyday life and markets worldwide, leading to significant business and supply-chain disruption, as well as broad-based changes in supply and demand. Many of the Company’s customers worldwide were impacted by COVID-19 and temporarily closed their facilities which impacted the speed of research and development. Additionally, we implemented cost-cutting measures in response to the anticipated impact of the COVID-19 pandemic in early 2020, including employee layoffs and temporary furloughs. Further, the Company’s fund raising was negatively impacted in the first half of 2020 as a result of a number of factors surrounding the COVID-19 pandemic. As the global outbreak of COVID-19 continues to rapidly evolve, future impacts on the Company’s business depend on future developments, which remain highly uncertain and cannot be predicted with confidence. This includes factors such as the ultimate geographic spread of the disease, the duration of the outbreak, travel restrictions and social distancing in the United States and other countries, business closures or business disruptions, and the effectiveness of actions taken in the United States and other countries to contain and treat the disease. While the masking, social distancing and other regulatory measures instituted or recommended in response to COVID-19 are expected to be temporary, the duration of the business disruptions, and related financial impact on the Company, cannot be estimated at this time. |
Use of Estimates | Use of Estimates The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities in the condensed consolidated financial statements and accompanying notes. The Company bases these estimates on historical experience and on various other assumptions that it believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results could differ significantly from those estimates. Significant items subject to such estimates and assumptions include the valuation of goodwill and intangible assets, stock-based compensation, common stock, derivatives and warrants, useful lives of intangible assets and fixed assets, deferred tax assets, income tax uncertainties, contingent considerations and other contingencies. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash and cash equivalents. The Company maintains cash and cash equivalent balances in bank accounts with one bank. All cash accounts are located in the United States and insured by the Federal Deposit Insurance Corporation (“FDIC”). Although balances may exceed amounts insured by the FDIC, the Company believes there is no exposure to any significant credit risks related to its cash or cash equivalents and has not experienced any losses in such accounts. |
Segment Reporting | Segment Reporting Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision-maker (“CODM”) in making decisions regarding resource allocation and assessing performance. All of the Company’s assets are maintained in the United States. The Company has determined that it operates in one operating segment and one reportable segment, as the CODM reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources and evaluating financial performance. |
Revenue Recognition | Revenue Recognition In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers ( Topic 606 ) (“ASU 2014-09”). ASU 2014-09, combined with all subsequent amendments, which is collectively Accounting Standards Codification Topic 606 (“ASC 606”), Revenue from Contracts with Customers, provides guidance outlining a single five-step comprehensive revenue model in accounting for revenue from contracts with customers which supersedes all existing revenue recognition guidance, including industry-specific guidance. ASC 606 also requires additional disclosures about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to fulfill a contract. The Company adopted the new accounting guidance and related amendments (collectively, the “new revenue accounting standard”) on January 1, 2020 using the modified retrospective method. As the Company did not have any revenue from contracts with any customers prior to the Company’s adoption date, there was no accounting impact upon adoption. Under ASC 606, the Company will recognize revenue to reflect the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. Through its current and anticipated offerings, the Company expects to generate revenue by providing the following services: Launch Services — To provide rapid, global, and affordable launch services to satellite operators and governments. Design and Production of Propulsion Systems — To design and provide the propulsion modules based on the customer's needs for a successful satellite launch. The propulsion module consists of a thruster, a power processing unit, tank and a feed system. Spaceport Services — To offer turn-key spaceports with the capability to launch Astra rockets for key government customers. Spaceports will require minimal on-site infrastructure and will leverage Astra’s highly automated launch operations. Space Services — To provide modular configurable satellite buses for customers, leveraging both in-house and partner-provided subsystem components and in-house design and integration services, as well as operational support of satellites on orbit, to turn-key provision of entire constellations, offering “concept to constellation” in months instead of years. Specifically, our Space Services encompass all aspects of hosted satellite and constellation services, including hosting customer payloads onto our satellites, and delivering services, such as communication and other services, to customers from our space platform. As of September 30, 2021, the Company has only entered into contracts for Launch Services and Design and Production of Propulsion Systems. As of September 30, 2021, the Company has not completely achieved commercial viability of the technology required to perform spaceport services or space services. The Company’s contracts may provide customers with termination for convenience clauses, which may or may not include termination penalties. In some contracts, the size of the contractual termination penalty increases closer to the scheduled launch date. At each balance sheet date, the Company evaluates each contract’s termination provisions and the impact on the accounting contract term, i.e., the period in which the Company has enforceable rights and obligations. This includes evaluating whether there are termination penalties and if so, whether they are considered substantive. The Company applies judgment in determining whether the termination penalties are substantive. No revenue has been recognized for the three and nine months ended September 30, 2021 and 2020. Revenue for Launch Services and Design and Production of Propulsion Systems is expected to be recognized at a point in time when the Company has delivered the promised services to customers. Although the Company’s contracts are anticipated to last anywhere from 6 to 24 months, depending on the number of launch services or propulsion units ordered, the delivery of services leading up to the launch within the contracts is short-term in nature, generally between 30 to 60 days. The timing of revenue recognition may differ from contract billing or payment schedules, resulting in revenues that have been earned but not billed (“unbilled revenue”) or amounts that have been collected, but not earned (“contract liabilities”). Typical Contractual Arrangements The Company expects to provide its services based upon a combination of a Statement of Work ("SOW") and an executed contract detailing the General Terms & Conditions. Services are expected to be provided based on a fixed price per launch service or units identified in the contract. Performance Obligations and Transaction Price At contract inception, an assessment of the goods and services promised in the contracts with customers is performed and a performance obligation is identified for each distinct promise to transfer to the customer a good or service (or bundle of goods or services). To identify the performance obligations, the Company considers all the goods or services promised in the contract regardless of whether they are explicitly stated or are implied by customary business practices. A contract for Launch Services generally requires the Company to provide an integrated service for each launch, which includes launch vehicle analysis and design, development and production, payload integration, launch preparation and launch support execution. The intention of contract is to provide a full-service launch to the customer rather than providing separate deliverables of each of the services outlined above, and these services are interdependent and interrelated. The Company believes that each dedicated launch will represent one single performance obligation. The transaction price is defined as the amount of consideration in a contract to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer, which is a fixed price stated in the contract. When a contract involves multiple launches, the Company will account for each launch as a separate performance obligation, because the customer can benefit from each launch on its own or with other readily available resources and the launch is separately identifiable. The transaction price will be allocated to each performance obligation on an estimated relative standalone selling price basis. The Company’s process to estimate standalone selling prices will involve management’s judgment and will consider multiple factors such as prices charged for similar goods and services and the Company’s ongoing pricing strategy and policies. Recognition of Revenue The work performed by the Company in fulfilling the launch performance obligation is not expected to create an asset to the customer since the launch vehicle that is built to deliver the customer’s payload into orbit will not be owned by the customer. The Company expects to recognize revenue upon completion of the performance obligations under its Launch Services agreements. Contracts related to research and development activities are recognized as other income. See Other Income, net . Other Policies, Judgments and Practical Expedients Contract balances. Contract assets and liabilities represent the differences in the timing of revenue recognition from the receipt of cash from the Company’s customers and billings. Contract assets reflect revenue recognized and performance obligations satisfied in advance of customer billing. Contract liabilities relate to payments received in advance of the satisfaction of performance under the contract. Receivables represent rights to consideration that are unconditional. Such rights are considered unconditional if only the passage of time is required before payment of that consideration is due. The Company had contract assets of $ 3.8 million as of September 30, 2021 and no ne as of December 31, 2020. The Company had contract liabilities of $ 5.6 million as of September 30, 2021 and no ne as of December 31, 2020. Payment terms are expected to vary by customer and type of revenue contract. Remaining performance obligations . Revenue allocated to remaining performance obligations represents the transaction price allocated to the performance obligations that are unsatisfied, or partially unsatisfied. It includes unearned revenue and amounts that will be invoiced and recognized as revenue in future periods and does not include contracts where the customer is not committed. Customers are not considered committed when they are able to terminate their contractual obligations to us without payment of a substantive penalty under the contract. Many of the Company’s contracts allow the customer to terminate the contract prior to launch without a substantive penalty, and therefore the enforceable contract is for a period less than the stated contractual term. Further, the Company has elected not to disclose the value of unsatisfied performance obligations for contracts with an original expected length of one year or less. The Company had unsatisfied performance obligations of $ 16.3 million as of September 30, 2021, which are expected to be recognized in 2022 . The Company had no unsatisfied performance obligations as of December 31, 2020. Costs to obtain a contract. The Company recognizes an asset for the incremental costs of obtaining a contract with a customer. These costs will be ascribed to or allocated to the underlying performance obligations in the contract and amortized consistent with the recognition timing of the revenue for the underlying performance obligations. During the three months and nine months ended September 30, 2021 and 2020, the Company did no t recognize any expenses related to contract costs. The Company had no assets related to costs to obtain contracts as of September 30, 2021 and December 31, 2020. For contract costs related to performance obligations with an amortization period of one year or less, the Company applies the practical expedient to expense these sales commissions when incurred. These costs are recognized as incurred within sales and marketing expenses on the accompanying Condensed Consolidated Statements of Operations. Significant financing component. In certain arrangements, the Company may receive payment from a customer either before or after the performance obligation has been satisfied. Depending on the expected timing difference between the payment and satisfaction of performance obligations, the Company will assess whether a significant financing component exists. For the three and nine months ended September 30, 2021 and 2020, the Company has not recognized any revenues with respect to the Company’s launch services business of delivering payloads into low-earth orbit. Contracts with governmental entities involving research and development milestone activities do not represent contracts with customers under ASC 606 and as such, amounts received are recorded in other income, net in the Condensed Consolidated Statements of Operations. The company recorded $0.6 million for the three and nine months ended September 30, 2021. The Company recorded $1.1 million and $2.2 million for the three and nine months ended September 30, 2020, respectively. |
Other Income, net | Other Income, net Other income, net, primarily consists of changes in fair value of mark to market derivative liabilities of convertible notes, fair value of warrant liabilities, funding received from governmental entities, and one-time charges incurred during the period. The remaining balance is non-recurring charges that are outside of the Company’s operations. The Company recognizes all derivative instruments and warrant liabilities in the Condensed Consolidated Balance Sheets at their respective fair value at each reporting date, with measurement adjustments recorded in other income, net within the Company’s Condensed Consolidated Statements of Operations. See Note 5 — Supplemental Financial Information. |
Loss on Extinguishment of Convertible Notes | Loss on Extinguishment of Convertible Notes No loss was recognized for the extinguishment of convertible notes for the three months ended September 30, 2021. For the nine months ended September 30, 2021, the Company recognized a total loss on extinguishment of convertible notes of $ 133.8 million. On January 28, 2021, the Company settled all convertible notes outstanding as of December 31, 2020 through its Series C financing. Given that certain convertible notes were settled based on negotiated terms between the Company and the note holders, the Company concluded that such settlement should be treated as a privately negotiated debt settlement transaction where debt extinguishment accounting should be applied. Therefore, the Company recognized the loss on extinguishment of convertible notes, which represents the difference between the net carrying amount of the convertible notes at the time of extinguishment and the fair value of Series C convertible preferred stock issued to settle these convertible notes. See Note 7 — Long-Term Debt. |
Research and Development | Research and Development The Company incurs various direct costs in relation to the research and development of launch vehicles along with costs to build the facility to test such vehicles. Research and development costs consist primarily of production supplies, testing materials, personnel costs (including salaries and benefits), depreciation expense, overhead allocation (consisting of various support and facility costs), stock-based compensation and consulting fees. Research and development costs are expensed as incurred. For the three months ended September 30, 2021 and 2020, the Company expensed research and development costs of $ 21.7 million and $ 5.4 million, respectively. For the nine months ended September 30, 2021 and 2020, the Company expensed research and development costs of $ 44.2 million and $ 21.0 million, respectively. |
Inventories | Inventories Inventories consist of materials expected to be used for customer specific contracts. Inventories are stated at the lower of cost or net realizable value determined by the first-in, first-out method. The Company assesses inventories quarterly for events or changes in circumstances indicating that the utility of our inventories have diminished through damage, deterioration, obsolescence, changes in price or other causes and records write-downs of inventories to cost of sales or research and development expense in the period for which they occur. |
Property, Plant And Equipment | Property, Plant and Equipment Property, plant and equipment is measured at cost less any impairment losses and represents those assets with estimated useful lives exceeding one year. Repairs and maintenance are expensed as incurred. Costs for research and development equipment include amounts related to design, construction, launch and commissioning. Costs for production equipment include amounts related to construction and testing. Interest expense is capitalized on certain qualifying assets that take a substantial period of time to prepare for their intended use. Capitalized interest is not material for the period ended September 30, 2021 and December 31, 2020. When the costs of certain components of an item of property, plant and equipment are significant in relation to the total cost of the item and the components have different useful lives, they are accounted for and depreciated separately. Depreciation expense is recognized in income on a straight-line basis over the estimated useful life of the related asset to its residual value. The estimated useful lives are as follows: Asset Class Estimated useful life Leasehold improvements Lesser of lease term or useful life Research and development equipment 5 years Production equipment 10 years Furniture and fixtures 5 years Computer and software 3 years |
Business Combinations | Business Combinations We account for business combinations under the acquisition method of accounting, which requires us to recognize separately from goodwill the assets acquired and the liabilities assumed at their acquisition date fair values. While we use our best estimates and assumptions to accurately value assets acquired and liabilities assumed at the acquisition date as well as contingent consideration, where applicable, our estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, we record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recognized in our consolidated statements of operations. Accounting for business combinations requires our management to make significant estimates and assumptions, especially at the acquisition date including our estimates for intangible assets, contractual obligations assumed, pre-acquisition contingencies, and contingent consideration, where applicable. Although we believe the assumptions and estimates we have made are reasonable and appropriate, they are based, in part, on historical experience and information obtained from the management of the acquired company and are inherently uncertain. Critical estimates in valuing certain acquired intangible assets under the income approach include growth in future expected cash flows from product sales, revenue growth rate, technology royalty rate, expected life of the technology acquired, customer retention rate and discount rates. Unanticipated events and circumstances may occur that may affect the accuracy or validity of such assumptions, estimates or actual results. |
Goodwill | Goodwill Goodwill represents the excess of purchase price and related costs over the value assigned to the net tangible and identifiable intangible assets of businesses acquired. Goodwill is not amortized but is reviewed annually (or more frequently if impairment indicators arise) for impairment. To review for impairment, we first assess qualitative factors to determine whether events or circumstances lead to a determination that it is more likely than not that the fair value of our reporting unit is less than its carrying amount. Our qualitative assessment of the recoverability of goodwill, whether performed annually or based on specific events or circumstances, considers various macroeconomic, industry-specific and company-specific factors. Those factors include: (i) severe adverse industry or economic trends; (ii) significant company-specific actions; (iii) current, historical or projected deterioration of our financial performance; or (iv) a sustained decrease in our market capitalization below our net book value. After assessing the totality of events and circumstances, if we determine that it is not more likely than not that the fair value of our reporting unit is less than its carrying amount, no further assessment is performed. If we determine that it is more likely than not that the fair value of our reporting units is less than its carrying amount, we calculate the fair value of that reporting unit and compare the fair value to the reporting unit’s net book value. If the fair value of the reporting unit is greater than its net book value, there is no impairment. Otherwise, we calculate the implied fair value of goodwill by deducting the fair value of all tangible and intangible assets, excluding goodwill, of the reporting unit from the fair value of the reporting unit. The implied fair value of goodwill is compared to the carrying value of goodwill. If the implied fair value of goodwill is less than the carrying value of goodwill, an impairment loss is recognized equal to the difference. Determining the fair value of a reporting unit involves the use of significant estimates and assumptions. |
Long-lived Assets | Long-lived Assets Purchased finite-lived intangible assets are carried at cost less accumulated amortization. Amortization is recognized over the useful life on a straight-line method. Purchased indefinite-lived intangible asset are capitalized at fair value and assessed for impairment thereafter. On a quarterly basis, we monitor factors and changes in circumstances that could indicate carrying amounts of long-lived assets, including purchased intangible assets and property, plant and equipment, may not be recoverable. Factors we consider important which could trigger an impairment review include (i) significant under-performance relative to historical or projected future operating results, (ii) significant changes in the manner of our use of the acquired assets or the strategy for our overall business, and (iii) significant negative industry or economic trends. An impairment loss must be measured if the sum of the expected future cash flows (undiscounted and before interest) from the use and eventual disposition of the asset (or asset group) is less than the net book value of the asset (or asset group). The amount of the impairment loss will generally be measured as the difference between the net book value of the asset (or asset group) and the estimated fair value. |
Leases | Leases On January 1, 2021, the Company adopted ASU 2016-02, Leases (Topic 842) ("ASC 842"). Under the adoption of the new lease accounting standard, the Company elected practical expedients that allow entities to not reassess 1) initial direct costs, 2) lease classification for existing or expired leases and 3) lease definition for existing or expired contracts as of the effective date of January 1, 2021. Upon adoption of ASC 842, the Company determines whether a contract is or contains a lease at contract inception by evaluating whether substitution rights exist and whether the Company obtains substantially all of the benefits and directs the use of the identified asset. When the Company determined a lease exists, the Company records a right-of-use asset (“ROU asset”) and corresponding lease liability in the Condensed Consolidated Balance Sheets. ROU assets represent the Company’s right to use an underlying asset for the lease term. Lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets are recognized at the commencement date of the lease at the value of the lease liability, adjusted for any prepayments, lease incentives received, and initial direct costs incurred. Lease liabilities are recognized at the commencement date of the lease based on the present value of remaining lease payments over the lease term. As the discount rate implicit in the lease is not readily determinable in most leases, the Company uses its incremental borrowing rate based on the information available at the commencement date of the lease in determining the present value of lease payments. Lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. The Company does not record lease contracts with a lease term of 12 months or less on its Condensed Consolidated Balance Sheets. Fixed lease costs associated with these short-term contracts are expensed on a straight-line basis over the lease term. The Company does not record lease contracts acquired in a business combination with a remaining lease term of 12 months or less on its Condensed Consolidated Balance Sheets. Fixed lease costs associated with these short-term contracts are expensed on a straight-line basis over the lease term. The Company recognizes lease expense for operating leases on a straight-line basis over the lease term. For finance leases, the Company recognizes amortization expense on the ROU asset and interest expense on the lease liability over the lease term. The Company has lease agreements with non-lease components that relate to the lease components. The Company accounts for each lease component and any non-lease components associated with that lease component as a single lease component for all underlying asset classes. Accordingly, all costs associated with a contract that is or contains a lease are accounted for as lease costs. Some leasing arrangements require variable payments that are dependent on usage, output, or may vary for other reasons, such as insurance and tax payments. These variable lease costs are recognized as incurred over the lease term. The Company does not include significant restrictions or covenants in lease agreements, and residual value guarantees are generally not included within the Company’s leases. See Note 9 — Leases. |
Fair Value Measurements | Fair Value Measurements The carrying amounts of cash, prepaid expenses, other current assets, accounts payable, accrued liabilities and certain other current liabilities approximate fair value because of their short-term maturities. The carrying amounts of the 2018 Term Loans and 2018 Equipment Advances (as defined in Note 7 — Long-Term Debt) approximate fair value as the interest rate varies with the Prime Rate. According to ASC 820, Fair Value Measurements and Disclosures, fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date. The fair value hierarchy establishes three tiers, which prioritize the inputs used in measuring fair value as follows: Level 1 — Observable inputs, such as quoted prices in active markets for identical assets or liabilities; Level 2 — Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and Level 3 — Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. Entities are permitted to choose to measure certain financial instruments and other items at fair value. The Company has not elected the fair value measurement option for any of the assets or liabilities that meet the criteria for this election. |
Derivative Instruments | Derivative Instruments The Company recognizes all derivative instruments as either assets or liabilities in the Consolidated Balance Sheets at their respective fair values. The Company evaluates its debt and equity issuances to determine if those contracts or embedded components of those contracts qualify as derivatives requiring separate recognition in the Company’s condensed consolidated financial statements. The result of this accounting treatment is that the fair value of the embedded derivative is revalued as of each reporting date and recorded as a liability, and the change in fair value during the reporting period is recorded in other income, net in the Condensed Consolidated Statements of Operations. The classification of derivative instruments, including whether such instruments should be recorded as assets/liabilities or as equity, is reassessed at the end of each reporting period. Derivative instrument assets and liabilities are classified in the Condensed Consolidated Balance Sheets as current or non-current based on whether or not net-cash settlement of the derivative instrument is expected within twelve months of the Condensed Consolidated Balance Sheets dates. When a derivative instrument is sold, terminated, exercised or expires, the gain or loss is recorded in the Consolidated Statements of Operations. The Company did not have a derivative liability related to the share settlement obligation of the Company’s convertible notes as of September 30, 2021 and December 31, 2020, respectively. See Note 7 — Long-Term Debt. |
Stock-Based Compensation | Stock-Based Compensation We recognize compensation expense for time-based restricted stock units (“RSUs”) using the straight-line amortization method based on the fair value of RSUs on the date of grant. The fair value of RSUs is the closing market price of Astra common stock on the date of grant. We recognize compensation expense for time-based stock options and employee stock purchase plan rights under the 2021 Employee Stock Purchase Plan, based on the estimated grant-date fair value determined using the Black-Scholes valuation model with a straight-line amortization method. Certain equity awards include service, market and performance conditions ("Performance-based awards"). The fair value of Performance-based awards is estimated on the date of grant using the Monte Carlo simulation technique. Compensation expense for Performance-based awards is amortized based upon a graded vesting method over the requisite service period which is defined as the longest explicit, implicit or derived service period based on management’s estimate of the probability of the performance criteria being satisfied, adjusted at each balance sheet date. The Company does not apply an expected forfeiture rate and accounts for forfeitures as they occur. See Note 14 — Stock-Based Compensation. |
Convertible Preferred Stock | Convertible Preferred Stock Series A, B and C convertible preferred stock ("Convertible Preferred Stock") are classified in temporary equity as they contain terms that could require the Company to redeem them for cash at the option of the holder or the occurrence of other events not solely within the Company’s control. The shares of Series A, B and C Convertible Preferred Stock were converted into Class A common stock upon consummation of the Business Combination. |
Accrued Expenses and Other Current Liabilities | Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities are recognized when events or circumstances have occurred, and amounts are probable and estimable. The Company’s accrued expenses and other current liabilities balances relate to accruals that are recurring in nature to the company's operations and primarily include payments on corporate credit cards used for routine operational and travel related expenses, accrued payroll and other employee related liabilities, accrued interest related to debt and the current portion of the fair value of the contingent consideration. The Company also recognizes legal accruals in accrued expenses and other current liabilities for material litigation when payments are probable and estimable. |
Warrant Liabilities | Warrant Liabilities As part of Holicity’s initial public offering ("IPO") in 2020, Holicity issued 9,999,976 warrants to third party investors, and each whole warrant entitles the holder to purchase one share of the Company's Class A common stock at an exercise price of $ 11.50 per share (the “Public Warrants”). Simultaneously with the closing of the IPO, Holicity completed the private sale of 5,333,333 warrants to Holicity’s sponsor (“Private Placement Warrants”) and each Private Placement Warrant allows the sponsor to purchase one share of the Company's Class A common stock at $ 11.50 per share. All 9,999,976 Public Warrants and 5,333,333 Private Placement Warrants remained outstanding as of September 30, 2021. The Private Placement Warrants and the shares of common stock issuable upon the exercise of the Private Placement Warrants are not transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants are exercisable for cash or on a cashless basis, at the holder’s option, and are non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrant. The Company accounts for Public Warrants and Private Placement Warrants as liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in FASB ASC 480, Distinguishing Liabilities from Equity ("ASC 480") and ASC 815, Derivatives and Hedging ("ASC 815"). Specifically, the exercise of the Public and Private Placement Warrants may be settled in cash upon the occurrence of a tender offer or exchange that involves 50 % or more of the Company’s Class A shareholders. Because not all of the Company’s shareholders need to participate in such tender offer or exchange to trigger the potential cash settlement and the Company does not control the occurrence of such an event, the Company concluded that the Public Warrants and Private Placement Warrants do not meet the conditions to be classified in equity. Since the Public and Private Placement Warrants meet the definition of a derivative under ASC 815, the Company recorded these warrants as liabilities on the balance sheet at fair value upon the closing of the Business Combination, with subsequent changes in their respective fair values recognized in the consolidated statement of operations at each reporting date. For the three and nine months ended September 30, 2021, the Company recorded a gain of $ 20.4 million related to change in fair value of warrant liability in other income, net. |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, Income Taxes (“ASC 740”). Deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between consolidated financial statement carrying amounts and the tax basis of assets and liabilities and net operating loss and tax credit carryforwards. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. The Company determines whether it is more likely than not that a tax position will be sustained upon examination. If it is not more likely than not that a position will be sustained, no amount of benefit attributable to the position is recognized. The tax benefit to be recognized of any tax position that meets the more likely than not recognition threshold is calculated as the largest amount that is more than 50% likely of being realized upon resolution of the contingency. It is the Company’s policy to include interest and penalties related to unrecognized tax benefits as a component of income tax expense. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. See Note 8 — Income Taxes. |
Earnings (Loss) per Share | Earnings (Loss) per Share Net loss per share is calculated using the two-class method required for participating securities and multiple classes of common stock. The Company considers convertible preferred stock to be participating securities as the holders have the right to participate in dividends with the common stockholders on a pro-rata, as converted basis. Prior to any dividends or earnings distribution to common stock, the holders of the Convertible Preferred Stock have a right to preferential dividends. Thus, losses are allocated to common stock and convertible preferred stock on a pro-rata, as converted basis following distribution of the preferential dividends to convertible preferred stockholders. Since application of the if-converted method results in anti-dilution, the two-class method is not applied to convertible preferred stock in the diluted earnings (loss) per share calculation. The dilutive effect of warrants, RSUs and stock options is computed using the treasury stock method. Diluted earnings (loss) per share excludes all dilutive potential shares if their effect is anti-dilutive. See Note 15 — Loss per Share. |
Commitments and Contingencies | Commitments and Contingencies The Company accrues for claims and litigation when they are both probable and the amount can be reasonably estimated. Where timing and amounts cannot be reasonably determined, a range is estimated, and the lower end of the range is recorded. Legal costs incurred in the connection with loss contingencies are expensed as incurred. See Note 11 — Commitments and Contingencies. |
Fair Value of Financial Instruments | The Company measured Level 1 financial instruments at fair value based on observable inputs, including unadjusted, quoted prices in active markets for identical assets and liabilities. Financial instruments classified within Level 2 of the fair value hierarchy are valued based on other observable inputs, including broker or dealer quotation, alternative pricing sources or U.S. Government Treasury yield of appropriate term. When quoted prices in active markets for identical assets or liabilities are not available, the Company relies on non-binding quotes from its investment managers, which are based on proprietary valuation models of independent pricing services. These models generally use inputs such as observable market data, quoted market prices for similar instruments, historical pricing trends of a security as relative to its peers. To validate the fair value determination provided by its investment managers, the Company reviews the pricing movement in the context of overall market trends and trading information from its investment managers. The Company performs routine procedures such as comparing prices obtained from independent source to ensure that appropriate fair values are recorded. The Public Warrants of $ 23.7 million are classified as Level 1 instruments as the Public Warrants are actively traded in public markets. |
Recently Adopted Accounting Guidance | Recently Adopted Accounting Guidance In February 2016, the Financial Accounting Standards Board issued ASU 2016-02, Leases (Topic 842) ("ASU 2016-02"), and since that date has issued subsequent amendments to the initial guidance intended to clarify certain aspects of the guidance and to provide certain practical expedients entities can elect upon adoption. The principle of ASU 2016-02 is that a lessee should recognize assets and liabilities that arise from leases. Lessees will need to recognize a right-of-use asset and a lease liability for all leases (other than leases that meet the definition of a short-term lease). The lease liability will be equal to the present value of lease payments. The right-of-use asset will be based on the liability, with differences related to deferred rent and initial direct costs, etc. For income statement purposes, ASU 2016-02 requires leases to be classified as either operating or finance. Operating leases will result in a straight-line expense pattern while finance leases will result in a front-loaded expense pattern. ASU 2016-02 is effective for the Company beginning January 1, 2022. As of January 1, 2021, the Company early adopted Topic 842 using the modified retrospective approach and as a result will not restate prior periods. The cumulative effect of the changes made to the January 1, 2021 Condensed Consolidated Balance Sheet for the adoption of ASU 2016-02 was the addition of a right-of-use asset of $ 4.6 million and a lease liability of $ 4.7 million. See Note 9 — Leases. In August 2020, the FASB issued ASU 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies the accounting for convertible instruments by removing the separation models for (1) convertible instruments with a cash conversion feature and (2) convertible instruments with a beneficial conversion feature (“BCF”). As a result, a convertible debt instrument can be accounted for as a single liability measured at its amortized cost under certain circumstances. These changes may reduce reported interest expense and increase reported net income for entities that have issued a convertible instrument where the embedded conversion option was separated according to beneficial conversion or cash conversion guidance. ASU 2020-06 also requires the application of the if-converted method for calculating diluted earnings per share for convertible instruments and the treasury stock method will be no longer available. This standard will be effective for the Company’s fiscal years beginning in the first quarter of 2022, with early adoption permitted in 2021. The Company elected to early adopt ASU 2020-06 as of January 1, 2021 using a modified retrospective transition method. In transition, the Company was required to apply the guidance to all impacted financial instruments that were outstanding as of January 1, 2021 with the cumulative effect recognized as an adjustment to the opening balance of accumulated deficit. As a result of early adopting ASU 2020-06, the Company made certain adjustments to its accounting for certain outstanding convertible notes issued in 2020 with separately recognized BCFs. The adoption of ASU 2020-06 resulted in the re-combination of the liability and equity components of these convertible notes into a single liability instrument, which required the Company to record a $ 9.7 million decrease in additional paid in capital from the derecognition of the BCFs, a $ 9.0 million increase in debt from the derecognition of the discount associated with the BCFs, and a $ 0.7 million cumulative effect, net of tax effects, decrease to the opening balance of its accumulated deficit as of January 1, 2021 upon transition. Since the Company had a net loss for the three months and nine months ended September 30, 2021, the convertible notes were determined to be anti-dilutive and therefore had no impact to basic or diluted net loss per share for the period as a result of adopting ASU 2020-06. |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of Estimated Useful Life of Property and Equipment | The estimated useful lives are as follows: Asset Class Estimated useful life Leasehold improvements Lesser of lease term or useful life Research and development equipment 5 years Production equipment 10 years Furniture and fixtures 5 years Computer and software 3 years |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Business Acquisition [Line Items] | |
Schedule of Intangible Assets Fair Value and Amortization Periods | Intangible Assets in thousands Carrying Amount Accumulated Amortization Net Book Value As of September 30, 2021: Developed technology $ 13,400 $ 558 $ 12,842 Customer contracts and related relationship 2,900 242 2,658 Order backlog 400 100 300 Trade names 300 37 263 Intangible assets subject to amortization 17,000 937 16,063 Trademark 3,200 — 3,200 Total $ 20,200 $ 937 $ 19,263 |
Schedule of Number of Shares of Class A Common Stock Issued | The number of shares of Class A common stock issued immediately following the consummation of the Business Combination were: Common stock of Holicity 29,989,019 Holicity founder shares 7,500,000 Shares issued in PIPE 20,000,000 Business Combination and PIPE shares 57,489,019 Pre-combination Astra shares 140,601,884 Total shares of Class A common stock immediately after Business Combination 198,090,903 |
Apollo Fusion Inc [Member] | |
Business Acquisition [Line Items] | |
Schedule of acquisition-date fair value of the consideration transferred | The acquisition-date fair value of the consideration transferred totaled $ 75.4 million, net of cash acquired, which consisted of the following: Purchase Consideration (in thousands) Cash paid for outstanding Apollo common stock and options $ 19,926 Fair value of Astra Class A common stock issued 33,008 Fair value of contingent consideration 23,000 Total purchase consideration 75,934 Less: cash acquired 566 Total purchase consideration, net of cash acquired $ 75,368 |
Schedule of preliminary allocation of the total purchase price | : (in thousands) Estimated Fair Value Inventory $ 131 Prepaid and other current assets 796 Property, plant and equipment 996 Right of use assets 163 Goodwill 58,893 Intangible assets 17,000 Other non-current assets 75 Total assets acquired 78,054 Accounts payable ( 950 ) Accrued expenses and other current liabilities ( 836 ) Operating lease obligation ( 163 ) Other non-current liabilities ( 737 ) Total liabilities assumed ( 2,686 ) Fair value of net assets acquired $ 75,368 The merger consideration allocation set forth herein is preliminary and may be revised as additional information becomes available during the measurement period which could be up to 12 months from the closing date of the acquisition. Any such revisions or changes may be material. The primary areas that remain provisional are determining the fair values of intangible assets and contingent consideration and the identification of contingencies. |
Schedule of Intangible Assets Fair Value and Amortization Periods | Intangible Assets Fair Value Weighted-Average Amortization Periods (in thousands) (in years) Developed technology $ 13,400 6 Customer contracts and related relationships 2,900 3 Order backlog 400 1 Tradename 300 2 Total identified intangible assets $ 17,000 |
Schedule of Business Acquisition Pro Forma Information | The unaudited pro forma information presented below is for informational purposes only and is not necessarily indicative of our consolidated results of operations of the combined business had the acquisition actually occurred at the beginning of fiscal year 2020 or of the results of our future operations of the combined business. For the Three Months Ended September 30, For the Nine Months Ended September 30, (in thousands) 2021 2020 2021 2020 Pro forma net revenue $ — $ 88 $ 1,485 $ 322 Pro forma net loss and net loss attributable to common stockholders $ ( 13,367 ) $ ( 7,602 ) $ ( 206,501 ) $ ( 36,277 ) |
Property, Plant and Equipment,N
Property, Plant and Equipment,Net (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Property Plant And Equipment [Abstract] | |
Schedule of Property, Plant and Equipment, Net | Property, Plant and Equipment, net Presented in the table below are the major classes of property, plant and equipment: in thousands As of As of Construction in progress $ 19,316 $ — Computer and software 2,178 1,440 Leasehold improvements 13,975 13,873 Research and development equipment 7,882 4,903 Production equipment 8,855 8,174 Furniture and fixtures 825 466 Kodiak Spaceport — 2,079 Total property, plant and equipment 53,031 30,935 Less: accumulated depreciation ( 9,455 ) ( 6,866 ) Total property, plant and equipment, net $ 43,576 $ 24,069 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of the Goodwill | Goodwill in thousands Balance as of December 31, 2020 $ — Apollo Merger 58,893 Balance as of September 30, 2021 $ 58,893 |
Summary of Other Intangible Assets | Intangible Assets in thousands Carrying Amount Accumulated Amortization Net Book Value As of September 30, 2021: Developed technology $ 13,400 $ 558 $ 12,842 Customer contracts and related relationship 2,900 242 2,658 Order backlog 400 100 300 Trade names 300 37 263 Intangible assets subject to amortization 17,000 937 16,063 Trademark 3,200 — 3,200 Total $ 20,200 $ 937 $ 19,263 |
Expected Future Amortization Expense Related to Intangible Assets | Based on the amount of intangible assets at September 30, 2021, the expected amortization expense for each of the next five years and thereafter was as follows: in thousands Expected Amortization Expense 2021 (remainder) $ 938 2022 3,550 2023 3,275 2024 2,717 2025 2,233 Thereafter 3,350 Total intangible assets $ 16,063 |
Supplemental Financial Inform_2
Supplemental Financial Information (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Supplemental Financial Information Abstract | |
Inventory | Inventory in thousands As of September 30, 2021 As of December 31, 2020 Raw materials 4,810 649 Work in progress 217 — Finished goods — — Total inventory 5,027 649 |
Schedule of Major Classes of Property Plant And Equipment | Property, Plant and Equipment, net Presented in the table below are the major classes of property, plant and equipment: in thousands As of As of Construction in progress $ 19,316 $ — Computer and software 2,178 1,440 Leasehold improvements 13,975 13,873 Research and development equipment 7,882 4,903 Production equipment 8,855 8,174 Furniture and fixtures 825 466 Kodiak Spaceport — 2,079 Total property, plant and equipment 53,031 30,935 Less: accumulated depreciation ( 9,455 ) ( 6,866 ) Total property, plant and equipment, net $ 43,576 $ 24,069 |
Accrued Expenses and Other Current Liabilities | Accrued Expenses and Other Current Liabilities in thousands As of As of Fair value of contingent consideration $ 9,000 $ — Employee compensation and benefits 5,839 484 Contract liabilities 5,343 — Construction in progress related accruals 4,296 — Accrued expenses 3,548 2,751 Other (miscellaneous) 632 1,155 Accrued expenses and other current liabilities $ 28,658 $ 4,390 |
Other Non-Current Liabilities | Other Non-Current Liabilities in thousands As of As of Fair value of contingent consideration $ 14,000 $ — Contract liabilities 275 — Other (miscellaneous) — 1,685 Other non-current liabilities $ 14,275 $ 1,685 |
Other Income, net | Other Income, Net Three Months Ended Nine Months Ended in thousands 2021 2020 2021 2020 Change in fair value of warrant liabilities $ 20,447 $ — $ 20,447 $ — Gain on forgiveness of PPP note 4,850 — 4,850 — Gain on mark to market derivatives — 2,570 — 5,388 Other (miscellaneous) 598 1,321 ( 120 ) 2,464 Other income, net $ 25,895 $ 3,891 $ 25,177 $ 7,852 |
Long-term Debt (Tables)
Long-term Debt (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Debt Obligations | The Company’s debt obligations consist of the following: As of September 30, 2021 December 31, 2020 in thousands Principal Unamortized Principal Unamortized Term loan $ — $ — $ 2,800 $ — Equipment advances — — 3,636 — Paycheck Protection Program note — — 4,850 — Convertible notes — — 59,835 12,200 Total debt — 71,121 Less: debt discount — ( 12,200 ) Less: current portion — ( 51,635 ) Total long-term debt book value, net $ — $ 7,286 |
Schedule of Issuances Under Term Loan and Equipment Advances | The issuances under the 2018 Term Loan and 2018 Equipment Advances are as follows: in thousands Principal Maturity Date Term Loan $ 3,000 April 1, 2023 Equipment Advances – January 31, 2019 Issuance 2,410 January 1, 2022 Equipment Advances – April 29, 2019 Issuance 2,428 April 1, 2022 Equipment Advances – June 27, 2019 Issuance 2,162 June 1, 2022 Total $ 10,000 |
Schedule of Changes in Fair Value of Embedded Derivatives | The following tables present changes in fair value of the embedded compound derivative (associated with the Company’s Convertible Notes) for the nine months ended September 30, 2021 and 2020: Embedded Derivative in Convertible Notes September 30, in thousands 2021 2020 Balance – December 31 $ — $ 4,698 Additions — 3,261 Measurement adjustments — ( 5,388 ) Balance – September 30 $ — $ 2,571 |
Schedule of Range of Inputs for Significant Assumptions Utilized to Determine Fair Value of Embedded Derivatives | The following table sets forth the range of inputs for the significant assumptions utilized to determine the fair value of embedded derivatives at each issuance: At Issuance June 2019 October 2019 Q4 2020 Preferred stock value $ 1.30 $ 1.30 $ 1.98 – 2.32 Risk free rates 1.8 % – 2.0 % 0.9 % – 1.8 % 0.1 % Risk-adjusted discount rate 15.0 % 15.0 % 15.0 % Additional discount factor 0.1 % – 0.9 % 0.9 % – 4.7 % 4.7 % Preferred volatility 15.3 % 15.3 % 20 % |
Summary of Calculation of Beneficial Conversion Feature | The following table summarizes the calculation of the BCFs as of the issuance dates of these Q4 2020 Convertible Notes, which continued to be presented in additional paid in capital as of December 31, 2020: As of Effective Fair Value of Number of Shares upon Conversion (pre-combination) BCF in thousands October 29, 2020 $ 1.33 $ 2.32 1,125,281 $ 1,113 November 12, 2020 1.33 2.32 4,456,114 4,407 November 16, 2020 1.33 2.32 871,378 862 November 19, 2020 1.33 2.32 2,504,466 2,476 December 1, 2020 1.33 2.32 120,030 119 December 11, 2020 1.33 2.32 750,188 742 Total $ 9,719 |
Schedule of Issuances Under Convertible Notes | The issuances under the Convertible Notes are as follows: Maturity Date of June 10, 2021 in thousands Principal Interest Rate June 10, 2019 $ 12,950 2.37 % June 12, 2019 500 2.37 % June 13, 2019 400 2.37 % July 19, 2019 235 2.13 % July 25, 2019 750 2.13 % Total $ 14,835 Maturity Date of October 01, 2021 in thousands Principal Interest Rate October 1, 2019 $ 14,000 1.69 % February 6, 2020 6,000 1.59 % February 12, 2020 5,000 1.59 % February 28, 2020 6,900 1.59 % October 29, 2020 1,500 1.85 % November 12, 2020 5,940 1.85 % November 16, 2020 1,162 1.85 % November 19, 2020 3,338 1.85 % December 1. 2020 160 1.85 % December 11, 2020 1,000 1.85 % Total $ 45,000 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Leases [Abstract] | |
Components of Lease Costs | The components of lease costs for three and nine months ended September 30, 2021 are as follows (in thousands): Three Months Ended Nine Months Operating lease costs $ 510 $ 1,159 Finance lease costs: Amortization of right-of-use assets — — Interest on lease liabilities — — Short-term lease costs 37 — Variable lease costs — — Sublease income — — Total lease costs $ 547 $ 1,159 |
Schedule of Supplemental Cash Flow Information | Cash flows arising from lease transactions for the three and nine months ended September 30, 2021 were as follows (in thousands): Three Months Ended Nine Months Cash paid for amounts included in the measurements of lease liabilities: Operating cash inflows/(outflows) from operating leases $ ( 484 ) $ ( 1,254 ) Operating cash inflows/(outflows) from finance leases — — Financing cash inflows/(outflows) from finance leases — — Supplemental non-cash information on lease liabilities arising from obtaining — — Operating leases — — Finance leases — — |
Schedule of Future Minimum Lease Payments under Non-cancellable Lease Payments | Future minimum lease payments under non-cancellable leases in effect as of September 30, 2021 are as follows (in thousands): Year Ending December 31, Operating Finance 2021 (excluding the nine months ended September 30, 2021) $ 458 $ — 2022 1,761 — 2023 1,655 — 2024 1,655 — 2025 1,655 — Thereafter 4,481 — Total future undiscounted minimum lease payments $ 11,665 $ — Less: imputed Interest ( 2,486 ) — Total reported lease liability $ 9,179 $ — |
Summary of Minimum Lease Commitments | The following table summarizes our lease commitments as of December 31, 2020: Year Ending December 31, Minimum Lease (in thousands) 2021 $ 712 2022 766 2023 763 2024 762 2025 762 Thereafter 1,708 Total $ 5,473 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of fair value hierarchy | The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2021 (in thousands): Description Level 1 Level 2 Level 3 Total Liabilities: Public Warrants $ 23,700 $ — $ — $ 23,700 Private Placement Warrants — 12,640 — 12,640 Contingent Consideration — — 23,000 23,000 Total $ 23,700 $ 12,640 $ 23,000 $ 59,340 |
Summary of the Changes In Fair Value of Financial Instruments | The following table presents a summary of the changes in fair value of the Company's Level 3 financial instruments: in thousands Contingent Consideration Fair value as of January 1, 2021 $ — Recognition of contingent consideration liability upon acquisition 23,000 Change in the fair value included in other income, net — Fair value as of September 30, 2021 $ 23,000 |
Summary of Range of Inputs To Determine The Fair Value of Contingent Consideration | The following table sets forth the range of inputs for the significant assumptions utilized to determine the fair value of contingent consideration: Contingent Consideration Risk-free interest rate 0.18 % Expected revenue volatility 20.0 % Revenue discount rate 5.50 % Discount rate 3.25 % |
Convertible Preferred Stock (Ta
Convertible Preferred Stock (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Schedule of Three Classes of Convertible Preferred Stock Before Combination | The three classes of convertible preferred stock of pre-combination Astra are: Series A convertible preferred stock, Series B convertible preferred stock and Series C convertible preferred stock (collectively, the “Convertible Preferred Stock”). Immediately before the consummation of the Business Combination, the Convertible Preferred Stock of pre-combination Astra consisted of: Series Shares Outstanding (pre-combination) Liquidation Conversion Annual A 65,780,540 $ 0.243233 $ 0.243233 $ 0.019459 B 70,713,123 1.333008 1.333008 0.106640 C 50,483,785 6.620970 6.620970 0.529680 Total 186,977,448 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of Share-based Compensation | Three Months Ended Nine Months Ended in thousands 2021 2020 2021 2020 Research and development $ 1,334 $ 49 $ 4,638 $ 254 Sales and marketing 15 — 70 — General and administrative 1,339 46 15,757 354 Stock-based compensation expense $ 2,688 $ 95 $ 20,465 $ 608 |
Summary of Stock Option Activity | No. of Weighted- Average Exercise Price Weighted- Average Aggregate Intrinsic Outstanding – December 31, 2020 8,546,017 $ 0.85 8.6 $ 52,120,105 Granted 16,442,272 9.04 10.0 Exercised ( 3,524,943 ) 0.49 5.2 32,369,971 Forfeited ( 690,398 ) 1.05 — Expired ( 20,005 ) 0.59 — Outstanding – September 30, 2021 20,752,943 $ 7.38 9.6 $ 33,039,517 Unvested – September 30, 2021 18,946,136 Exercisable – September 30, 2021 1,806,807 The company uses the Black-Scholes option pricing-model to calculate the grant date fair value of time based options and Monte Carlo simulation model to calculate the grant date fair value of performance based options. The following table summarizes the assumptions used in estimating the fair value of options granted in the nine months ended September 30, 2021: Time Based Options Performance Based Options Expected terms (years) 6 2.5 - 4.4 Expected volatility 68.8 % 68.9 % Risk-free interest rate 0.98 % 1.31 % Expected dividend rate 0 % 0 % |
Summary of restricted stock units | The following is a summary of restricted stock units for time-based awards for the nine months ended September 30, 2021: Number of RSUs Outstanding Weighted- Average Grant Date Fair Value Per Share Outstanding – December 31, 2020 — $ — Granted 9,352,100 9.04 Vested — — Forfeited — — Outstanding – September 30, 2021 9,352,100 $ 9.04 |
Loss per Share (Tables)
Loss per Share (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Computation of Basic and Diluted Loss | The following tables set forth the computation of basic and diluted loss for the three months ended September 30, 2021 and 2020, and the nine months ended September 30, 2021 and 2020: Three Months Ended September 30, 2021 2020 (in thousands, except share and per share amounts) Class A Class B Class A Class B Net loss attributed to common stockholders $ ( 12,697 ) $ ( 3,551 ) ( 596 ) ( 4,606 ) Basic weighted average common shares outstanding 201,080,003 56,239,188 6,367,490 49,210,000 Dilutive weighted average common shares outstanding 201,080,003 56,239,188 6,367,490 49,210,000 Loss per share attributable to common stockholders: Basic and Diluted loss per share $ ( 0.06 ) $ ( 0.06 ) $ ( 0.09 ) $ ( 0.09 ) Nine Months Ended September 30, 2021 2020 (in thousands, except share and per share amounts) Class A Class B Class A Class B Net loss attributed to common stockholders $ ( 126,985 ) $ ( 79,532 ) $ ( 2,992 ) $ ( 23,016 ) Adjustment to redemption value on Convertible Preferred Stock ( 622,098 ) ( 389,628 ) — — Net loss attributed to common stockholders $ ( 749,083 ) $ ( 469,160 ) $ ( 2,992 ) $ ( 23,016 ) Basic weighted average common shares outstanding 79,784,524 49,970,071 6,334,324 48,722,577 Dilutive weighted average common shares outstanding 79,784,524 49,970,071 6,334,324 48,722,577 Loss per share attributable to common stockholders: Basic and Diluted loss per share $ ( 9.39 ) $ ( 9.39 ) $ ( 0.47 ) $ ( 0.47 ) |
Schedule of Computation of diluted Shares Outstanding | There were no preferred dividends declared or accumulated as of September 30, 2021 and December 31, 2020. The following securities were not included in the computation of diluted shares outstanding because the effect would be anti-dilutive: As of September 30, 2021 2020 Class A Class B Class A Class B Stock options 20,752,943 — 10,299,548 — RSUs 9,352,100 — — — Convertible Preferred Stock — — 103,070,786 — Warrants 15,333,309 — 480,520 — Total 45,438,352 — 113,850,854 — |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies - Additional information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Jul. 01, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 |
Accounting Policy [Line Items] | ||||||
Cash and cash equivalents | $ 378,652 | $ 378,652 | $ 10,611 | |||
Accumulated deficit | (1,357,118) | (1,357,118) | (190,697) | |||
Revenue recognized | 0 | $ 0 | 0 | $ 0 | ||
Contract asset | 3,800 | 0 | ||||
Contract liabilities | 5,600 | $ 5,600 | 0 | |||
Expected length of contract | one year | |||||
Unsatisfied performance obligations | 16,300 | $ 16,300 | 0 | |||
Expenses related to contract costs | 0 | 0 | 0 | 0 | ||
Assets related to costs to obtain contracts | 0 | $ 0 | ||||
Loss on extinguishment of convertible notes | 0 | 0 | (131,908) | 0 | ||
Research and development | 21,724 | 5,423 | 44,159 | 20,955 | ||
Change in fair value of warrant liabilities | $ (20,447) | $ 0 | $ (20,447) | $ 0 | ||
Goodwill Impaired | If the fair value of the reporting unit is greater than its net book value, there is no impairment. Otherwise, we calculate the implied fair value of goodwill by deducting the fair value of all tangible and intangible assets, excluding goodwill, of the reporting unit from the fair value of the reporting unit. The implied fair value of goodwill is compared to the carrying value of goodwill. If the implied fair value of goodwill is less than the carrying value of goodwill, an impairment loss is recognized equal to the difference. | |||||
Warrants exercise price per share | $ 11.50 | $ 11.50 | ||||
Warrants issued | 5,333,333 | |||||
Percentage of number of shares | 50.00% | 50.00% | ||||
Other (expense) income, net | ||||||
Accounting Policy [Line Items] | ||||||
Change in fair value of warrant liabilities | $ 20,400 | $ 20,400 | ||||
IPO [Member] | ||||||
Accounting Policy [Line Items] | ||||||
Warrants issued and outstanding | 9,999,976 | |||||
Warrants exercise price per share | $ 11.50 | |||||
Public Warrants [Member] | ||||||
Accounting Policy [Line Items] | ||||||
Warrants issued and outstanding | 9,999,976 | 9,999,976 | ||||
Private Placement Warrants [Member] | ||||||
Accounting Policy [Line Items] | ||||||
Warrants issued and outstanding | 5,333,333 | 5,333,333 | ||||
Apollo Fusion Inc[Member] | ||||||
Accounting Policy [Line Items] | ||||||
Total purchase consideration, net of cash acquired | $ 75,368 | |||||
Convertible Notes Payable | ||||||
Accounting Policy [Line Items] | ||||||
Loss on extinguishment of convertible notes | $ 0 | $ 133,800 | ||||
Exchange of Stock for Stock [Member] | ||||||
Accounting Policy [Line Items] | ||||||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant Accounting Policies - Summary of Estimated Useful Life of Property and Equipment (Details) | 9 Months Ended |
Sep. 30, 2021 | |
Research and Development Equipment [Member] | |
Estimated useful lives | |
Property Plant And Equipment, Useful Life | 5 years |
Production equipment | |
Estimated useful lives | |
Property Plant And Equipment, Useful Life | 10 years |
Furniture and Fixtures [Member] | |
Estimated useful lives | |
Property Plant And Equipment, Useful Life | 5 years |
Computer And Software | |
Estimated useful lives | |
Property Plant And Equipment, Useful Life | 3 years |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Details) - USD ($) | Jul. 01, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Jun. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Jun. 10, 2021 | May 20, 2021 | Dec. 31, 2020 | Jan. 01, 2020 |
Business Combination Segment Allocation [Line Items] | ||||||||||
General and administrative expenses | $ 19,730,000 | $ 2,358,000 | $ 50,712,000 | $ 9,341,000 | ||||||
Maturity of Principal Amount | $ 14,835,000 | |||||||||
Principal amount term fee | 18,000 | 1,312,000 | 1,194,000 | 3,564,000 | ||||||
Outstanding principal | $ 4,600,000 | |||||||||
Outstanding interest | 4,600,000 | |||||||||
Transaction cost | $ 25,200 | $ 4,000,000 | ||||||||
Additional paid in capital | 1,794,023,000 | 1,794,023,000 | $ 50,282,000 | |||||||
Compensation Cost | $ 1,400,000 | $ 1,400,000 | ||||||||
Private Placement Warrants [Member] | ||||||||||
Business Combination Segment Allocation [Line Items] | ||||||||||
Warrants issued and outstanding | 5,333,333 | 5,333,333 | ||||||||
Redeemed price per share | $ 10 | |||||||||
Pendrell | Bridge Loan | ||||||||||
Business Combination Segment Allocation [Line Items] | ||||||||||
Bridge loan | $ 10,400,000 | $ 10,400 | ||||||||
Maturity of Principal Amount | 10,000,000 | $ 10,000,000 | ||||||||
Principal amount term fee | $ 400,000 | |||||||||
Holicity S Trust | Executive Officer | Common Stock [Member] | ||||||||||
Business Combination Segment Allocation [Line Items] | ||||||||||
Business combination share issued in exchange of number of share | 73,699,647 | |||||||||
Holicity S Trust | Founder | Preferred Stock | ||||||||||
Business Combination Segment Allocation [Line Items] | ||||||||||
Business combination share issued in exchange of number of share | 10,870,562 | |||||||||
Astra Space, Inc. | ||||||||||
Business Combination Segment Allocation [Line Items] | ||||||||||
Amortization expenses | $ 800,000 | $ 900,000 | $ 2,500,000 | $ 2,800,000 | ||||||
Transaction cost | 4,400,000 | |||||||||
Holicity Inc | ||||||||||
Business Combination Segment Allocation [Line Items] | ||||||||||
Common stock, par value | $ 0.0001 | |||||||||
Business Combination Share Exchange Ratio | approximately one pre-combination Astra share to 0.665 of the Company's shares | |||||||||
Cash and Cash Equivalents, Period Increase (Decrease) | $ 463,600,000 | |||||||||
Proceeds from Issuance of Private Placement | 200,000,000 | |||||||||
General and administrative expenses | 2,200,000 | |||||||||
Transaction cost | 25,500,000 | |||||||||
Additional paid in capital | $ 23,300,000 | |||||||||
Business combination share issued | 29,989,019 | |||||||||
Business combination share redeemed | 10,981 | |||||||||
Redeemed price per share | $ 10 | |||||||||
Holicity Inc | Private Placement Warrants [Member] | ||||||||||
Business Combination Segment Allocation [Line Items] | ||||||||||
Business combination share issued | 20,000,000 | |||||||||
Holicity Inc | Founder | ||||||||||
Business Combination Segment Allocation [Line Items] | ||||||||||
Business combination share issued | 7,500,000 | |||||||||
Holicity Inc | Public and Private Warrants [Member] | ||||||||||
Business Combination Segment Allocation [Line Items] | ||||||||||
Additional paid in capital | $ 56,800,000 | |||||||||
Apollo Fusion Inc [Member] | ||||||||||
Business Combination Segment Allocation [Line Items] | ||||||||||
Total purchase consideration, net of cash acquired | $ 75,368,000 | |||||||||
Maximum contingent consideration | 75,000,000 | |||||||||
Fair value of contingent consideration | 23,000,000 | |||||||||
Fair value of contingent consideration | 75,934,000 | |||||||||
General and administrative expenses | 3,100,000 | 4,000,000 | ||||||||
Acquisition in cash | 10,000,000 | |||||||||
Transaction cost | $ 400,000 | |||||||||
Accrued expenses and other current liabilities | $ 1,400,000 | $ 1,400,000 | ||||||||
Apollo Fusion Inc [Member] | Fair Value Inputs Level3 [Member] | ||||||||||
Business Combination Segment Allocation [Line Items] | ||||||||||
Fair value of contingent consideration | $ 23,000,000 | |||||||||
Common Class A [Member] | ||||||||||
Business Combination Segment Allocation [Line Items] | ||||||||||
Common stock, shares issued | 202,034,520 | 202,034,520 | 15,679,758 | |||||||
Common stock, shares outstanding | 202,034,520 | 202,034,520 | 15,679,758 | |||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Common Class A [Member] | Holicity Inc | ||||||||||
Business Combination Segment Allocation [Line Items] | ||||||||||
Common stock, shares issued | 198,090,903 | |||||||||
Common stock, shares outstanding | 198,090,903 | |||||||||
Aggregate stock option to purchase | 5,993,412 | |||||||||
Warrants to purchase common stock | 15,813,829 | |||||||||
Business combination share issued | 198,090,903 | |||||||||
Common Class A [Member] | Holicity Inc | Founder | ||||||||||
Business Combination Segment Allocation [Line Items] | ||||||||||
Business combination share issued | 37,489,019 | |||||||||
Common Class B [Member] | ||||||||||
Business Combination Segment Allocation [Line Items] | ||||||||||
Common stock, shares issued | 56,239,189 | 56,239,189 | 47,281,500 | |||||||
Common stock, shares outstanding | 56,239,189 | 56,239,189 | 47,281,500 | |||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Common Class B [Member] | Holicity Inc | ||||||||||
Business Combination Segment Allocation [Line Items] | ||||||||||
Common stock, shares issued | 56,239,189 | |||||||||
Common stock, shares outstanding | 56,239,189 | |||||||||
Business combination share issued | 56,239,189 |
Acquisitions - Schedule of Acqu
Acquisitions - Schedule of Acquisition-date Fair Value of The Consideration Transferred (Details) - Apollo Fusion Inc [Member] - USD ($) $ in Thousands | Jul. 01, 2021 | Sep. 30, 2021 |
Business Acquisition [Line Items] | ||
Cash paid for outstanding Apollo common stock and options | $ 10,000 | |
Cash paid for outstanding Apollo common stock and options | $ 19,926 | |
Fair value of Astra Class A common stock issued | 33,008 | |
Fair value of contingent consideration | 23,000 | |
Total purchase consideration | 75,934 | |
Less: cash acquired | 566 | |
Total purchase consideration, net of cash acquired | $ 75,368 |
Acquisitions - Schedule of Prel
Acquisitions - Schedule of Preliminary Allocation of The Total Purchase Price (Details) - Apollo Fusion Inc [Member] $ in Thousands | Jul. 01, 2021USD ($) |
Business Acquisition [Line Items] | |
Inventory | $ 131 |
Prepaid and other current assets | 796 |
Property, plant and equipment | 996 |
Right of use assets | 163 |
Goodwill | 58,893 |
Intangible assets | 17,000 |
Other non-current assets | 75 |
Total assets acquired | 78,054 |
Accounts payable | (950) |
Accrued expenses and other current liabilities | 836 |
Operating lease obligation | (163) |
Other non-current liabilities | (737) |
Total liabilities assumed | (2,686) |
Fair value of net assets acquired | $ 75,368 |
Acquisitions - Schedule of Inta
Acquisitions - Schedule of Intangible Assets Fair Value and Amortization Periods (Details) - Apollo Fusion Inc [Member] $ in Thousands | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Business Acquisition [Line Items] | |
Total identified intangible assets | $ 17,000 |
Developed Technology [Member] | |
Business Acquisition [Line Items] | |
Total identified intangible assets | $ 13,400 |
Weighted-Average Amortization Periods | 6 years |
Customer contracts and related relationships | |
Business Acquisition [Line Items] | |
Total identified intangible assets | $ 2,900 |
Weighted-Average Amortization Periods | 3 years |
Order Backlog [Member] | |
Business Acquisition [Line Items] | |
Total identified intangible assets | $ 400 |
Weighted-Average Amortization Periods | 1 year |
Trade Names [Member] | |
Business Acquisition [Line Items] | |
Total identified intangible assets | $ 300 |
Weighted-Average Amortization Periods | 2 years |
Acquisitions - Schedule of Busi
Acquisitions - Schedule of Business Acquisition Pro Forma Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Business Acquisition [Line Items] | ||||
Pro forma net revenue | $ 0 | $ 88 | $ 1,485 | $ 322 |
Pro forma net loss and net loss attributable to common stockholders | $ (13,367) | $ (7,602) | $ (206,501) | $ (36,277) |
Acquisitions - Schedule of Numb
Acquisitions - Schedule of Number of Shares of Class A Common Stock Issued (Details) | 6 Months Ended |
Jun. 30, 2021shares | |
Holicity Inc | |
Business Combination Segment Allocation [Line Items] | |
Business combination share issued | 29,989,019 |
Holicity Inc | Common Class A [Member] | |
Business Combination Segment Allocation [Line Items] | |
Business combination share issued | 198,090,903 |
Holicity Inc | Private Placement Warrants [Member] | |
Business Combination Segment Allocation [Line Items] | |
Business combination share issued | 20,000,000 |
Holicity Inc | Private Placement Warrants [Member] | Business Combination [Member] | |
Business Combination Segment Allocation [Line Items] | |
Business combination share issued | 57,489,019 |
Holicity Inc | Founder | |
Business Combination Segment Allocation [Line Items] | |
Business combination share issued | 7,500,000 |
Holicity Inc | Founder | Common Class A [Member] | |
Business Combination Segment Allocation [Line Items] | |
Business combination share issued | 37,489,019 |
Astra Space Operations Inc | Pre Combination | |
Business Combination Segment Allocation [Line Items] | |
Business combination share issued | 140,601,884 |
Recently Issued Accounting Pr_2
Recently Issued Accounting Pronouncements - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Sep. 30, 2021 | Jan. 01, 2021 | |
Accounting Policies [Abstract] | |||
Right-of-use asset | $ 0 | $ 9,425 | $ 4,600 |
Total reported lease liability | $ 9,179 | $ 4,700 | |
Increase (decrease) in additional paid in capital from derecognition of BCF | 9,700 | ||
Increase (decrease) in debt from derecognition of discount with BCF | 9,000 | ||
Increase (decrease) in accumulated deficit upon transition | $ 700 |
Supplemental Financial Inform_3
Supplemental Financial Information - Schedule of Inventory (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Supplemental Financial Information Abstract | ||
Raw materials | $ 4,810 | $ 649 |
Work in progress | 217 | 0 |
Finished goods | 0 | 0 |
Total inventory | $ 5,027 | $ 649 |
Supplemental Financial Inform_4
Supplemental Financial Information - Schedule of Property, Plant and Equipment, Net (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Property Plant And Equipment [Line Items] | ||
Total property, plant and equipment | $ 53,031 | $ 30,935 |
Less: accumulated depreciation | (9,455) | (6,866) |
Total property, plant and equipment, net | 43,576 | 24,069 |
Construction in Progress [Member] | ||
Property Plant And Equipment [Line Items] | ||
Total property, plant and equipment | 19,316 | 0 |
Computer and Software [Member] | ||
Property Plant And Equipment [Line Items] | ||
Total property, plant and equipment | 2,178 | 1,440 |
Leasehold Improvements [Member] | ||
Property Plant And Equipment [Line Items] | ||
Total property, plant and equipment | 13,975 | 13,873 |
Research and Development Equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Total property, plant and equipment | 7,882 | 4,903 |
Production Equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Total property, plant and equipment | 8,855 | 8,174 |
Furniture and Fixtures [Member] | ||
Property Plant And Equipment [Line Items] | ||
Total property, plant and equipment | 825 | 466 |
Kodiak Spaceport [Member] | ||
Property Plant And Equipment [Line Items] | ||
Total property, plant and equipment | 0 | $ 2,079 |
Less: accumulated depreciation | $ (400) |
Supplemental Financial Inform_5
Supplemental Financial Information - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Jan. 01, 2021 | |
Property Plant And Equipment [Line Items] | ||||||
Depreciation | $ 800 | $ 1,000 | $ 2,958 | $ 2,479 | ||
Inventory write-down | 400 | $ 0 | ||||
Impairment charges | 0 | $ 0 | 0 | $ 0 | ||
Accumulated depreciation | 9,455 | 9,455 | 6,866 | |||
Right-of-use asset | 9,425 | 9,425 | $ 0 | $ 4,600 | ||
Kodiak Spaceport [Member] | ||||||
Property Plant And Equipment [Line Items] | ||||||
Construction costs | 2,100 | 2,100 | ||||
Financing obligation | 800 | 800 | ||||
Derecognized assets | 2,100 | 2,100 | ||||
Accumulated depreciation | 400 | 400 | ||||
Right-of-use asset | $ 900 | 900 | ||||
Operating lease, payments | $ 0 |
Supplemental Financial Inform_6
Supplemental Financial Information - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Other Liabilities, Current [Abstract] | ||
Fair value of contingent consideration | $ 9,000 | $ 0 |
Employee compensation and benefits | 5,839 | 484 |
Contract liabilities | 5,343 | 0 |
Construction in progress related accruals | 4,296 | 0 |
Accrued expenses | 3,548 | 2,751 |
Other (miscellaneous) | 632 | 1,155 |
Accrued Liabilities, Current, Total | $ 28,658 | $ 4,390 |
Supplemental Financial Inform_7
Supplemental Financial Information - Schedule of Other Non Current Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Accrued Liabilities and Other Liabilities [Abstract] | ||
Fair value of contingent consideration | $ 14,000 | $ 0 |
Contract liabilities | 275 | 0 |
Other (miscellaneous) | 0 | 1,685 |
Other non-current liabilities | $ 14,275 | $ 1,685 |
Supplemental Financial Inform_8
Supplemental Financial Information - Summary of Other Income Net (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Accrued Liabilities and Other Liabilities [Abstract] | ||||
Change in fair value of warrant liabilities | $ 20,447 | $ 0 | $ 20,447 | $ 0 |
Gain on forgiveness of PPP note | 4,850 | 0 | 4,850 | 0 |
Gain on mark to market derivatives | 0 | 2,570 | 0 | 5,388 |
Other (miscellaneous) | 598 | 1,321 | (120) | 2,464 |
Other income, net | $ 25,895 | $ 3,891 | $ 25,177 | $ 7,852 |
Inventories - Additional Inform
Inventories - Additional Information (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Inventory Disclosure [Abstract] | ||
Inventories | $ 5,027 | $ 649 |
Inventory write-down | $ 400 | $ 0 |
Goodwill and Intangible - Summa
Goodwill and Intangible - Summary of Goodwill (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Beginning Balance | $ 0 |
Apollo Merger | 58,893 |
Ending Balance | $ 58,893 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Summary of Intangible Assets (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Indefinite-lived Intangible Assets [Line Items] | |||
Intangible assets subject to amortization, gross | $ 17,000 | ||
Intangible assets subject to amortization, accumulated amortization | 937 | ||
Total intangible assets | 16,063 | $ 0 | |
Intangible assets subject to amortization | 938 | $ 0 | |
Total intangible assets, Carrying amount | 20,200 | ||
Total intangible assets, Accumulated amortization | 937 | ||
Total intangible assets, Net book value | 19,263 | ||
Developed Technology [Member] | |||
Indefinite-lived Intangible Assets [Line Items] | |||
Intangible assets subject to amortization, gross | 13,400 | ||
Intangible assets subject to amortization, accumulated amortization | 558 | ||
Total intangible assets | 12,842 | ||
Customer Contracts And Related Relationship [Member] | |||
Indefinite-lived Intangible Assets [Line Items] | |||
Intangible assets subject to amortization, gross | 2,900 | ||
Intangible assets subject to amortization, accumulated amortization | 242 | ||
Total intangible assets | 2,658 | ||
Order Backlog [Member] | |||
Indefinite-lived Intangible Assets [Line Items] | |||
Intangible assets subject to amortization, gross | 400 | ||
Intangible assets subject to amortization, accumulated amortization | 100 | ||
Total intangible assets | 300 | ||
Trade Names [Member] | |||
Indefinite-lived Intangible Assets [Line Items] | |||
Intangible assets subject to amortization, gross | 300 | ||
Intangible assets subject to amortization, accumulated amortization | 37 | ||
Total intangible assets | 263 | ||
Trademarks [Member] | |||
Indefinite-lived Intangible Assets [Line Items] | |||
Intangible assets subject to amortization, gross | 3,200 | ||
Intangible assets subject to amortization, accumulated amortization | 0 | ||
Total intangible assets | $ 3,200 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Additional Information (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Intangible assets | $ 16,063 | $ 0 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Expected Future Amortization Expense Related to Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2021 (remainder) | $ 938 | |
2022 | 3,550 | |
2023 | 3,275 | |
2024 | 2,717 | |
2025 | 2,233 | |
Thereafter | 3,350 | |
Total intangible assets | $ 16,063 | $ 0 |
Long-Term Debt - Debt Obligatio
Long-Term Debt - Debt Obligations (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Total Debt | $ 0 | $ 71,121 |
Less: debt discount | 0 | (12,200) |
Less: current portion | 0 | (51,635) |
Long-term debt | 0 | 7,286 |
Term Loan [Member] | ||
Debt Instrument [Line Items] | ||
Total Debt | 0 | 2,800 |
Term loan | 0 | 0 |
Equipment Advances [Member] | ||
Debt Instrument [Line Items] | ||
Total Debt | 0 | 3,636 |
Term loan | 0 | 0 |
Paycheck Protection Program Note [Member] | ||
Debt Instrument [Line Items] | ||
Total Debt | 0 | 4,850 |
Term loan | 0 | 0 |
Convertible Notes [Member] | ||
Debt Instrument [Line Items] | ||
Total Debt | 0 | 59,835 |
Term loan | $ 0 | $ 12,200 |
Long Term Debt - Additional Inf
Long Term Debt - Additional Information (Details) - USD ($) | May 20, 2021 | Apr. 23, 2021 | Jan. 28, 2021 | Jan. 01, 2021 | Dec. 25, 2018 | Nov. 30, 2020 | Apr. 20, 2020 | Jun. 30, 2019 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Jun. 30, 2021 | Jun. 10, 2021 | Jun. 30, 2020 |
Debt Instrument [Line Items] | ||||||||||||||||
Warrants exercise price per share | $ 11.50 | $ 11.50 | ||||||||||||||
Warrant exercisable period | 10 years | |||||||||||||||
Debt Instrument Decrease Forgiveness | $ 4,900,000 | $ 0 | $ 4,900,000 | $ 0 | ||||||||||||
Debt Instrument Convertible Beneficial Conversion Feature | $ 9,719,000 | |||||||||||||||
Cash Purchase Price Per Share | $ 5.66 | |||||||||||||||
Loss on extinguishment of convertible notes | $ 0 | $ 0 | (131,908,000) | $ 0 | ||||||||||||
Maturity of Principal Amount | $ 14,835,000 | |||||||||||||||
Series C Preferred Stock [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Conversion Of Stock Amount Issued1 | $ 61,000,000 | |||||||||||||||
Equity Financing Yield | $ 20,000,000 | |||||||||||||||
Cash Purchase Price Per Share | $ 6.62 | |||||||||||||||
Conversion of Stock, Shares Issued | 38,323,292 | |||||||||||||||
ASU 2020-06 [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt Instrument, Increase (Decrease), Net | $ 9,000,000 | |||||||||||||||
Adjustments to the carrying amount of the Convertible Preferred Stock | 9,700,000 | |||||||||||||||
Fresh-Start Adjustment, Increase (Decrease), Retained Earnings (Deficit) | $ 700,000 | |||||||||||||||
Maximum [Member] | Series C Preferred Stock [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 1.71 | |||||||||||||||
Minimum [Member] | Series C Preferred Stock [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 1.33 | |||||||||||||||
June 2019 Convertible Notes [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Conversion Of Stock Amount Issued1 | $ 14,800,000 | |||||||||||||||
Debt Instrument Maturity Date | Jun. 10, 2021 | |||||||||||||||
Diluted Convertible Notes Payable | $ 350,000,000 | |||||||||||||||
Convertible Notes Payable | $ 14,500,000 | |||||||||||||||
Option to Extend Maturity Date Period | 2 years | |||||||||||||||
June 2019 Convertible Notes [Member] | Revision of Prior Period, Change in Accounting Principle, Adjustment [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Diluted Convertible Notes Payable | $ 500,000,000 | |||||||||||||||
June 2019 Convertible Notes [Member] | Maximum [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Long-term Debt, Percentage Bearing Fixed Interest, Percentage Rate | 2.37% | 2.37% | ||||||||||||||
Long Term Debt Percentage Bearing Fixed Interest Rate | 2.37% | 2.37% | ||||||||||||||
June 2019 Convertible Notes [Member] | Minimum [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Long-term Debt, Percentage Bearing Fixed Interest, Percentage Rate | 2.13% | 2.13% | ||||||||||||||
Equity Financing Yield | $ 20,000,000 | |||||||||||||||
Long Term Debt Percentage Bearing Fixed Interest Rate | 2.13% | 2.13% | ||||||||||||||
October 2019 Convertible Notes [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Conversion Of Stock Amount Issued1 | $ 45,000,000 | |||||||||||||||
Diluted Convertible Notes Payable | 450,000,000 | |||||||||||||||
Cash Purchase Price Per Share | $ 6.62 | |||||||||||||||
Convertible Notes Payable | $ 43,200,000 | 43,200,000 | ||||||||||||||
Derecognition Of Convertible Notes Payable | $ 42,600,000 | 42,600,000 | ||||||||||||||
Loss on extinguishment of convertible notes | $ 600,000 | 133,800,000 | ||||||||||||||
October 2019 Convertible Notes [Member] | Series C Preferred Stock [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Conversion Of Stock Amount Issued1 | $ 176,900,000 | |||||||||||||||
Conversion of Stock, Shares Issued | 26,727,308 | |||||||||||||||
October 2019 Convertible Notes [Member] | Maximum [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Long-term Debt, Percentage Bearing Fixed Interest, Percentage Rate | 1.69% | 1.69% | ||||||||||||||
Debt Instrument, Redemption Price, Percentage | 80.00% | |||||||||||||||
Long Term Debt Percentage Bearing Fixed Interest Rate | 1.69% | 1.69% | ||||||||||||||
October 2019 Convertible Notes [Member] | Minimum [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Long-term Debt, Percentage Bearing Fixed Interest, Percentage Rate | 1.59% | 1.59% | ||||||||||||||
Equity Financing Yield | $ 50,000,000 | |||||||||||||||
Long Term Debt Percentage Bearing Fixed Interest Rate | 1.59% | 1.59% | ||||||||||||||
Bridge Loan | Pendrell | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Maximum borrowing capacity, amount | $ 20,600,000 | |||||||||||||||
Long-term Debt, Percentage Bearing Fixed Interest, Percentage Rate | 5.00% | |||||||||||||||
Line Of Credit Facility Maximum Borrowing Capacity | $ 20,600,000 | |||||||||||||||
Maturity of Principal Amount | 10,000,000 | 10,000,000 | ||||||||||||||
Bridge loan | $ 10,400 | $ 10,400,000 | ||||||||||||||
Long Term Debt Percentage Bearing Fixed Interest Rate | 5.00% | |||||||||||||||
Percentage of Upfront Fee of Principal Amount | 1.00% | |||||||||||||||
Percentage of Term Fee of Principal Amount | 2.00% | |||||||||||||||
Paycheck Protection Program Note [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Proceeds from loan | $ 4,900,000 | |||||||||||||||
Paycheck Protection Program Note [Member] | October 2019 Convertible Notes [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Diluted Convertible Notes Payable | $ 450,000,000 | |||||||||||||||
Warrant [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Common stock, shares issued | 480,520 | |||||||||||||||
Warrants exercise price per share | $ 0.24 | |||||||||||||||
2018 Term Loan [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Maximum borrowing capacity, amount | $ 3,000,000 | |||||||||||||||
Debt instrument, interest rate, stated percentage | 5.25% | 5.25% | 5.25% | |||||||||||||
Line Of Credit Facility Maximum Borrowing Capacity | $ 3,000,000 | |||||||||||||||
2018 Term Loan [Member] | Prime Rate [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt Instrument, basis spread on variable rate | 1.50% | |||||||||||||||
2018 Equipment Advances [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Maximum borrowing capacity, amount | $ 7,000,000 | |||||||||||||||
Debt instrument, interest rate, stated percentage | 5.25% | 5.25% | 5.25% | |||||||||||||
Line Of Credit Facility Maximum Borrowing Capacity | $ 7,000,000 | |||||||||||||||
2018 Equipment Advances [Member] | Prime Rate [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt Instrument, basis spread on variable rate | 1.00% | |||||||||||||||
Q4 2020 Convertible Notes [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt Instrument Convertible Beneficial Conversion Feature | $ 9,700,000 | |||||||||||||||
Debt Instrument, Convertible, Carrying Amount of Equity Component | $ 9,700 |
Long-Term Debt - Schedule of Is
Long-Term Debt - Schedule of Issuances Under Term Loan and Equipment Advances (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Debt Instrument [Line Items] | |
Term Loan | $ 10,000 |
Equipment Advances - January 31, 2019 Issuance [Member] | |
Debt Instrument [Line Items] | |
Term Loan | $ 2,410 |
Debt Instrument Maturity Date | Jan. 1, 2022 |
Equipment Advances – April 29, 2019 Issuance [Member] | |
Debt Instrument [Line Items] | |
Term Loan | $ 2,428 |
Debt Instrument Maturity Date | Apr. 1, 2022 |
Equipment Advances – June 27, 2019 Issuance [Member] | |
Debt Instrument [Line Items] | |
Term Loan | $ 2,162 |
Debt Instrument Maturity Date | Jun. 1, 2022 |
Term Loan [Member] | |
Debt Instrument [Line Items] | |
Term Loan | $ 3,000 |
Debt Instrument Maturity Date | Apr. 1, 2023 |
Long-Term Debt - Schedule of Ch
Long-Term Debt - Schedule of Changes in Fair Value of Embedded Derivatives (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Debt Disclosure [Abstract] | ||
Balance – beginning of period | $ 0 | $ 4,698 |
Additions | 0 | 3,261 |
Measurement adjustments | 0 | (5,388) |
Balance – end of period | $ 0 | $ 2,571 |
Long-Term Debt - Schedule of Ra
Long-Term Debt - Schedule of Range of Inputs for Significant Assumptions Utilized to Determine Fair Value of Embedded Derivatives (Details) - Valuation, Income Approach [Member] | Sep. 30, 2021Rate$ / shares |
June 2019 Convertible Notes [Member] | |
Debt Instrument [Line Items] | |
Preferred stock, par value | $ / shares | $ 1.30 |
October 2019 Convertible Notes [Member] | |
Debt Instrument [Line Items] | |
Preferred stock, par value | $ / shares | 1.30 |
Q4 2020 Convertible Notes [Member] | Minimum [Member] | |
Debt Instrument [Line Items] | |
Preferred stock, par value | $ / shares | 1.98 |
Q4 2020 Convertible Notes [Member] | Maximum [Member] | |
Debt Instrument [Line Items] | |
Preferred stock, par value | $ / shares | $ 2.32 |
Measurement Input, Risk Free Interest Rate [Member] | June 2019 Convertible Notes [Member] | Minimum [Member] | |
Debt Instrument [Line Items] | |
Range of Inputs | 0.018 |
Measurement Input, Risk Free Interest Rate [Member] | June 2019 Convertible Notes [Member] | Maximum [Member] | |
Debt Instrument [Line Items] | |
Range of Inputs | 0.020 |
Measurement Input, Risk Free Interest Rate [Member] | October 2019 Convertible Notes [Member] | Minimum [Member] | |
Debt Instrument [Line Items] | |
Range of Inputs | 0.009 |
Measurement Input, Risk Free Interest Rate [Member] | October 2019 Convertible Notes [Member] | Maximum [Member] | |
Debt Instrument [Line Items] | |
Range of Inputs | 0.018 |
Measurement Input, Risk Free Interest Rate [Member] | Q4 2020 Convertible Notes [Member] | |
Debt Instrument [Line Items] | |
Range of Inputs | 0.001 |
Measurement Input, Discount Rate [Member] | June 2019 Convertible Notes [Member] | |
Debt Instrument [Line Items] | |
Range of Inputs | 0.150 |
Measurement Input, Discount Rate [Member] | October 2019 Convertible Notes [Member] | |
Debt Instrument [Line Items] | |
Range of Inputs | 0.150 |
Measurement Input, Discount Rate [Member] | Q4 2020 Convertible Notes [Member] | |
Debt Instrument [Line Items] | |
Range of Inputs | 0.150 |
Measurement Input Additional Discount Factor [Member] | June 2019 Convertible Notes [Member] | Minimum [Member] | |
Debt Instrument [Line Items] | |
Range of Inputs | 0.001 |
Measurement Input Additional Discount Factor [Member] | June 2019 Convertible Notes [Member] | Maximum [Member] | |
Debt Instrument [Line Items] | |
Range of Inputs | 0.009 |
Measurement Input Additional Discount Factor [Member] | October 2019 Convertible Notes [Member] | Minimum [Member] | |
Debt Instrument [Line Items] | |
Range of Inputs | 0.009 |
Measurement Input Additional Discount Factor [Member] | October 2019 Convertible Notes [Member] | Maximum [Member] | |
Debt Instrument [Line Items] | |
Range of Inputs | 0.047 |
Measurement Input Additional Discount Factor [Member] | Q4 2020 Convertible Notes [Member] | |
Debt Instrument [Line Items] | |
Range of Inputs | 0.047 |
Measurement Input, Price Volatility [Member] | June 2019 Convertible Notes [Member] | |
Debt Instrument [Line Items] | |
Range of Inputs | 0.153 |
Measurement Input, Price Volatility [Member] | October 2019 Convertible Notes [Member] | |
Debt Instrument [Line Items] | |
Range of Inputs | 0.153 |
Measurement Input, Price Volatility [Member] | Q4 2020 Convertible Notes [Member] | |
Debt Instrument [Line Items] | |
Range of Inputs | 0.20 |
Long-Term Debt - Summary of Cal
Long-Term Debt - Summary of Calculation of Beneficial Conversion Feature (Details) $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
Debt Instrument [Line Items] | |
Debt Instrument Convertible Beneficial Conversion Feature | $ | $ 9,719 |
October 29, 2020 [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Convertible, Conversion Price | $ 1.33 |
Debt Conversion, Converted Instrument, Shares Issued | shares | 1,125,281 |
Debt Instrument Convertible Beneficial Conversion Feature | $ | $ 1,113 |
October 29, 2020 [Member] | Series B Preferred Stock [Member] | |
Debt Instrument [Line Items] | |
Fair Value of Preferred stock | $ 2.32 |
November 12, 2020 [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Convertible, Conversion Price | $ 1.33 |
Debt Conversion, Converted Instrument, Shares Issued | shares | 4,456,114 |
Debt Instrument Convertible Beneficial Conversion Feature | $ | $ 4,407 |
November 12, 2020 [Member] | Series B Preferred Stock [Member] | |
Debt Instrument [Line Items] | |
Fair Value of Preferred stock | $ 2.32 |
November 16, 2020 [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Convertible, Conversion Price | $ 1.33 |
Debt Conversion, Converted Instrument, Shares Issued | shares | 871,378 |
Debt Instrument Convertible Beneficial Conversion Feature | $ | $ 862 |
November 16, 2020 [Member] | Series B Preferred Stock [Member] | |
Debt Instrument [Line Items] | |
Fair Value of Preferred stock | $ 2.32 |
November 19, 2020 [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Convertible, Conversion Price | $ 1.33 |
Debt Conversion, Converted Instrument, Shares Issued | shares | 2,504,466 |
Debt Instrument Convertible Beneficial Conversion Feature | $ | $ 2,476 |
November 19, 2020 [Member] | Series B Preferred Stock [Member] | |
Debt Instrument [Line Items] | |
Fair Value of Preferred stock | $ 2.32 |
December 01, 2020 [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Convertible, Conversion Price | $ 1.33 |
Debt Conversion, Converted Instrument, Shares Issued | shares | 120,030 |
Debt Instrument Convertible Beneficial Conversion Feature | $ | $ 119 |
December 01, 2020 [Member] | Series B Preferred Stock [Member] | |
Debt Instrument [Line Items] | |
Fair Value of Preferred stock | $ 2.32 |
December 11, 2020 [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Convertible, Conversion Price | $ 1.33 |
Debt Conversion, Converted Instrument, Shares Issued | shares | 750,188 |
Debt Instrument Convertible Beneficial Conversion Feature | $ | $ 742 |
December 11, 2020 [Member] | Series B Preferred Stock [Member] | |
Debt Instrument [Line Items] | |
Fair Value of Preferred stock | $ 2.32 |
Long-Term Debt - Schedule of _2
Long-Term Debt - Schedule of Issuances Under Convertible Notes (Details) - USD ($) $ in Thousands | Oct. 01, 2021 | Jun. 10, 2021 |
Debt Instrument [Line Items] | ||
Maturity of Principal Amount | $ 14,835 | |
Forecast [Member] | ||
Debt Instrument [Line Items] | ||
Maturity of Principal Amount | $ 45,000 | |
June 10, 2019 [Member] | ||
Debt Instrument [Line Items] | ||
Maturity of Principal Amount | $ 12,950 | |
Maturity of Interest Rate Percentage | 2.37% | |
June 12, 2019 [Member] | ||
Debt Instrument [Line Items] | ||
Maturity of Principal Amount | $ 500 | |
Maturity of Interest Rate Percentage | 2.37% | |
June 13, 2019 [Member] | ||
Debt Instrument [Line Items] | ||
Maturity of Principal Amount | $ 400 | |
Maturity of Interest Rate Percentage | 2.37% | |
July 19, 2019 [Member] | ||
Debt Instrument [Line Items] | ||
Maturity of Principal Amount | $ 235 | |
Maturity of Interest Rate Percentage | 2.13% | |
July 25, 2019 [Member] | ||
Debt Instrument [Line Items] | ||
Maturity of Principal Amount | $ 750 | |
Maturity of Interest Rate Percentage | 2.13% | |
October 01, 2019 [Member] | Forecast [Member] | ||
Debt Instrument [Line Items] | ||
Maturity of Principal Amount | $ 14,000 | |
Maturity of Interest Rate Percentage | 1.69% | |
February 06, 2020 [Member] | Forecast [Member] | ||
Debt Instrument [Line Items] | ||
Maturity of Principal Amount | $ 6,000 | |
Maturity of Interest Rate Percentage | 1.59% | |
February 12, 2020 [Member] | Forecast [Member] | ||
Debt Instrument [Line Items] | ||
Maturity of Principal Amount | $ 5,000 | |
Maturity of Interest Rate Percentage | 1.59% | |
February 28, 2020 [Member] | Forecast [Member] | ||
Debt Instrument [Line Items] | ||
Maturity of Principal Amount | $ 6,900 | |
Maturity of Interest Rate Percentage | 1.59% | |
October 29, 2020 [Member] | Forecast [Member] | ||
Debt Instrument [Line Items] | ||
Maturity of Principal Amount | $ 1,500 | |
Maturity of Interest Rate Percentage | 1.85% | |
November 12, 2020 [Member] | Forecast [Member] | ||
Debt Instrument [Line Items] | ||
Maturity of Principal Amount | $ 5,940 | |
Maturity of Interest Rate Percentage | 1.85% | |
November 16, 2020 [Member] | Forecast [Member] | ||
Debt Instrument [Line Items] | ||
Maturity of Principal Amount | $ 1,162 | |
Maturity of Interest Rate Percentage | 1.85% | |
November 19, 2020 [Member] | Forecast [Member] | ||
Debt Instrument [Line Items] | ||
Maturity of Principal Amount | $ 3,338 | |
Maturity of Interest Rate Percentage | 1.85% | |
December 01. 2020 [Member] | Forecast [Member] | ||
Debt Instrument [Line Items] | ||
Maturity of Principal Amount | $ 160 | |
Maturity of Interest Rate Percentage | 1.85% | |
December 11, 2020 [Member] | Forecast [Member] | ||
Debt Instrument [Line Items] | ||
Maturity of Principal Amount | $ 1,000 | |
Maturity of Interest Rate Percentage | 1.85% |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Tax Disclosure [Abstract] | ||||
Income Tax Expense (Benefit) | $ (383) | $ 0 | $ (383) | $ 0 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Lessee Lease Description [Line Items] | |||
Operating lease term, option to extend additional period | 5 years | ||
Lessee, Operating Lease, Description | The Company has operating leases for warehouse, production, and office facilities and equipment. Lease contracts have remaining lease terms of one year to eight years, some of which include options to extend the term by up to 5 years. The Company included renewal options that are reasonably certain to be exercised as part of the lease term. Additionally, some lease contracts include termination options. The Company does not expect to exercise the majority of termination options and generally exclude such options when determining the term of leases. | ||
Rent expense | $ 200,000 | $ 500 | |
Loss and gains on sale and leaseback transactions | $ 0 | ||
Finance Lease, Weighted Average Remaining Lease Term | 6 years 10 months 24 days | ||
Finance Lease, Weighted Average Discount Rate, Percent | 7.35% | ||
Minimum [Member] | |||
Lessee Lease Description [Line Items] | |||
Operating lease,remaining term | 1 year | ||
Maximum [Member] | |||
Lessee Lease Description [Line Items] | |||
Operating lease,remaining term | 8 years |
Leases - Components of Lease Co
Leases - Components of Lease Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | |
Leases [Abstract] | ||
Operating lease costs | $ 510 | $ 1,159 |
Finance lease costs: | ||
Amortization of right-of-use assets | 0 | 0 |
Interest on lease liabilities | 0 | 0 |
Short-term lease costs | 37 | |
Variable lease costs | 0 | 0 |
Sublease income | 0 | 0 |
Total lease costs | $ 547 | $ 1,159 |
Leases - Schedule of Supplement
Leases - Schedule of Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | |
Cash paid for amounts included in the measurements of lease liabilities: | ||
Operating cash inflows/(outflows) from operating leases | $ (484) | $ (1,254) |
Operating cash inflows/(outflows) from finance leases | 0 | 0 |
Financing cash inflows/(outflows) from finance leases | 0 | 0 |
Supplemental non-cash information on lease liabilities arising from obtaining right-of-use assets | 0 | 0 |
Operating leases | 0 | 0 |
Finance leases | $ 0 | $ 0 |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Lease Payments under Non-cancellable Lease Payments (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Jan. 01, 2021 |
Leases [Abstract] | ||
2021 (excluding the nine months ended September 30, 2021) | $ 458 | |
2021 | 1,761 | |
2022 | 1,655 | |
2023 | 1,655 | |
2024 | 1,655 | |
Thereafter | 4,481 | |
Total future undiscounted minimum lease payments | 11,665 | |
Less: Imputed Interest | (2,486) | |
Total reported lease liability | 9,179 | $ 4,700 |
2021 (excluding the nine months ended September 30, 2021) | 0 | |
2022 | 0 | |
2023 | 0 | |
2024 | 0 | |
2025 | 0 | |
Thereafter | 0 | |
Total future undiscounted minimum lease payments | 0 | |
Less: imputed Interest | 0 | |
Total reported lease liability | $ 0 |
Leases - Summary of Minimum Lea
Leases - Summary of Minimum Lease Commitments (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Lessee Lease Description [Line Items] | ||
2021 | $ 1,761 | |
2022 | 1,655 | |
2023 | 1,655 | |
2024 | 1,655 | |
Total future undiscounted minimum lease payments | $ 11,665 | |
Minimum [Member] | ||
Lessee Lease Description [Line Items] | ||
2021 | $ 712 | |
2022 | 766 | |
2023 | 763 | |
2024 | 762 | |
2025 | 762 | |
Thereafter | 1,708 | |
Total future undiscounted minimum lease payments | $ 5,473 |
Fair Value Measurements (Additi
Fair Value Measurements (Additional Information) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Public Warrants | $ (20,447) | $ 0 | $ (20,447) | $ 0 |
Fair Value Inputs Level1 [Member] | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Public Warrants | $ 23,700 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of fair value hierarchy (Details) $ in Thousands | Sep. 30, 2021USD ($) |
Liabilities: | |
Total | $ 59,340 |
Public Warrants [Member] | |
Liabilities: | |
Total | 23,700 |
Private Placement Warrants [Member] | |
Liabilities: | |
Total | 12,640 |
Contingent Consideration [Member] | |
Liabilities: | |
Total | 23,000 |
Level 1 [Member] | |
Liabilities: | |
Total | 23,700 |
Level 1 [Member] | Public Warrants [Member] | |
Liabilities: | |
Total | 23,700 |
Level 1 [Member] | Private Placement Warrants [Member] | |
Liabilities: | |
Total | 0 |
Level 1 [Member] | Contingent Consideration [Member] | |
Liabilities: | |
Total | 0 |
Level 2 [Member] | |
Liabilities: | |
Total | 12,640 |
Level 2 [Member] | Public Warrants [Member] | |
Liabilities: | |
Total | 0 |
Level 2 [Member] | Private Placement Warrants [Member] | |
Liabilities: | |
Total | 12,640 |
Level 2 [Member] | Contingent Consideration [Member] | |
Liabilities: | |
Total | 0 |
Level 3 [Member] | |
Liabilities: | |
Total | 23,000 |
Level 3 [Member] | Public Warrants [Member] | |
Liabilities: | |
Total | 0 |
Level 3 [Member] | Private Placement Warrants [Member] | |
Liabilities: | |
Total | 0 |
Level 3 [Member] | Contingent Consideration [Member] | |
Liabilities: | |
Total | $ 23,000 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of the Changes In Fair Value of the Company Financial Instruments (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Fair Value Disclosures [Abstract] | |
Fair value as of January 1, 2021 | $ 0 |
Recognition of contingent consideration liability upon acquisition | 23,000 |
Change in the fair value included in other (expense) income, net | 0 |
Fair value as of September 30, 2021 | $ 23,000 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Range of Inputs To Determine The fair Value of Contingent Consideration (Details) | Sep. 30, 2021 |
Risk-free interest rate | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Contingent Consideration | 0.18 |
Expected revenue volatility | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Contingent Consideration | 20 |
Revenue discount rate | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Contingent Consideration | 5.50 |
Discount rate | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Contingent Consideration | 3.25 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2021 | May 25, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |||
Purchase obligation, to be paid, after year five | $ 22,500 | ||
Payments for purchase of other assets | $ 0 | $ 400 | |
Percentage of remaining purchase commitment during contract term | 50.00% |
Convertible Preferred Stock - A
Convertible Preferred Stock - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Preferred stock, shares outstanding | 0 | |||
Sale of common stock, price per share | $ 19.9 | |||
Issuance of Class A common stock upon acquisition of Apollo Fusion, Inc. | $ 30,000,000 | |||
Pre Combination | ||||
Preferred stock, shares outstanding | 186,977,448 | |||
Convertible Preferred Stock [Member] | ||||
Cash capital contributions since inception | $ 100,200,000 | |||
Preferred stock, shares outstanding | 0 | 12,302,500 | ||
Redeemable Noncontrolling Interest, Equity, Preferred, Redemption Value | $ 7,180 | |||
Adjustments to the carrying amount of the Convertible Preferred Stock | $ 1,100,000,000 | |||
Convertible Preferred Stock [Member] | Pre Combination | ||||
Preferred stock, shares outstanding | 186,977,448 | |||
Common Class A [Member] | ||||
Convertible preferred stock, shares issued upon conversion | 124,340,003 | |||
Issuance of Class A common stock upon acquisition of Apollo Fusion, Inc. | $ 33,008,000 | $ 0 |
Convertible Preferred Stock - S
Convertible Preferred Stock - Schedule of Three Classes of Convertible Preferred Stock Before Combination (Details) | Sep. 30, 2021$ / sharesshares |
Preferred stock, shares outstanding | shares | 0 |
Pre Combination | |
Preferred stock, shares outstanding | shares | 186,977,448 |
Pre Combination | Series A Preferred Stock [Member] | |
Preferred stock, shares outstanding | shares | 65,780,540 |
Liquidation Price Per Share | $ 0.243233 |
Annual Noncumulative Dividend Rights Per Share | 0.019459 |
Conversion Price Per Share | $ 0.243233 |
Pre Combination | Series B Preferred Stock [Member] | |
Preferred stock, shares outstanding | shares | 70,713,123 |
Liquidation Price Per Share | $ 1.333008 |
Annual Noncumulative Dividend Rights Per Share | 0.106640 |
Conversion Price Per Share | $ 1.333008 |
Pre Combination | Series C Preferred Stock [Member] | |
Preferred stock, shares outstanding | shares | 50,483,785 |
Liquidation Price Per Share | $ 6.620970 |
Annual Noncumulative Dividend Rights Per Share | 0.529680 |
Conversion Price Per Share | $ 6.620970 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - $ / shares | 9 Months Ended | ||
Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2016 | |
Common stock, shares authorized | 466,000,000 | ||
Preferred stock, shares outstanding | 0 | ||
Founders Preferred Stock [Member] | |||
Pre- combination preferred stock, shares outstanding | 10,870,562 | ||
Common Class A [Member] | |||
Common stock, shares authorized | 400,000,000 | 176,225,000 | |
Common stock, par value | $ 0.0001 | $ 0.0001 | |
Common stock, shares issued | 202,034,520 | 15,679,758 | |
Common stock, shares outstanding | 202,034,520 | 15,679,758 | |
Pre- combination preferred stock, shares outstanding | 3,599,647 | ||
Voting rights per share | one | ||
Common Class B [Member] | |||
Common stock, shares authorized | 65,000,000 | 61,512,500 | |
Common stock, par value | $ 0.0001 | $ 0.0001 | |
Common stock, shares issued | 56,239,189 | 47,281,500 | |
Common stock, shares outstanding | 56,239,189 | 47,281,500 | |
Pre- combination preferred stock, shares outstanding | 9,622,689 | ||
Voting rights per share | ten | ||
Convertible Preferred Stock [Member] | |||
Preference shares authorized | 0 | 12,302,500 | |
Preference shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares outstanding | 0 | 12,302,500 | |
Convertible Preferred Stock [Member] | Astra’s Founders [Member] | |||
Preferred stock, shares outstanding | 10,870,562 | 18,500,000 | |
Preferred Stock [Member] | |||
Preference shares authorized | 1,000,000 | ||
Preference shares, par value (in Dollars per share) | $ 0.0001 |
Stock-based Compensation - Summ
Stock-based Compensation - Summary of Share-based Compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Jun. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation | $ 2,688 | $ 95 | $ 20,465 | $ 608 |
Research and Development [Member] | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation | 1,334 | 49 | 4,638 | 254 |
Sales and Marketing [Member] | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation | 15 | 0 | 70 | 0 |
General and Administrative [Member] | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation | $ 1,339 | $ 46 | $ 15,757 | $ 354 |
Stock-based Compensation - Addi
Stock-based Compensation - Additional Information (Details) $ in Thousands | Sep. 20, 2021shares | Apr. 23, 2021RelatedPartiesshares | Jan. 28, 2021RelatedPartiesshares | Apr. 30, 2021USD ($) | Feb. 28, 2021USD ($) | Sep. 30, 2021USD ($)shares | Jun. 30, 2020USD ($) | Jun. 30, 2021USD ($)shares | Sep. 30, 2021USD ($)shares | Sep. 30, 2020USD ($) |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||||||||
Stock-based compensation | $ 20,465 | $ 608 | ||||||||
Number of related party | RelatedParties | 4 | 2 | ||||||||
Stock options issuance date | Jan. 28, 2021 | |||||||||
Award granted | shares | 16,442,272 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | |||||||||
Remain available for issuance | $ 30,000 | |||||||||
Stock-based compensation | $ 2,688 | $ 95 | 20,465 | 608 | ||||||
Stock Based Compensation Expense Modification Related | 1,400 | |||||||||
Common Class A [Member] | ||||||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||||||||
Remain available for issuance | 33,008 | $ 0 | ||||||||
Stock-Based Awards [Member] | ||||||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||||||||
Unrecognized share-based payment expense | $ 164,000 | $ 164,000 | ||||||||
Weighted average period expected to be recognized | 3 years 29 days | |||||||||
Restricted Stock Units (RSUs) [Member] | ||||||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||||||||
Vesting periods | 4 years | |||||||||
Vesting Percentage | 25.00% | 75.00% | ||||||||
Performance Based Stock Option [Member] | ||||||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||||||||
Vesting periods | 5 years | |||||||||
Vesting Percentage | 20.00% | |||||||||
Stock-based compensation | $ 900 | $ 900 | ||||||||
Time Based Stock Options [Member] | ||||||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||||||||
Vesting periods | 4 years | |||||||||
Vesting Percentage | 25.00% | 75.00% | ||||||||
Employee [Member] | ||||||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||||||||
Acceleration of vesting stock options issued | $ 206,250 | |||||||||
Executive Officer | ||||||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||||||||
Acceleration of vesting stock options issued | $ 1,900,000 | |||||||||
Executive Officer | Restricted Stock Units (RSUs) [Member] | ||||||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||||||||
Award granted | shares | 3,972,185 | |||||||||
Executive Officer | Performance Based Stock Option [Member] | ||||||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||||||||
Award granted | shares | 13,016,178 | |||||||||
Executive Officer | Time Based Stock Options [Member] | ||||||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||||||||
Award granted | shares | 3,426,094 | |||||||||
Chief Executive Officer [Member] | ||||||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||||||||
Share-based accelerated vesting stock options | shares | 2,534,793 | 3,775,879 | ||||||||
Chief Financial Officer [Member] | ||||||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||||||||
Share-based accelerated vesting stock options | shares | 1,500,000 | |||||||||
Chief Business Officer [Member] | ||||||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||||||||
Share-based accelerated vesting stock options | shares | 400,000 | |||||||||
Chief Technology Officer [Member] | ||||||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||||||||
Share-based accelerated vesting stock options | shares | 865,560 | 2,265,529 | ||||||||
2016 Equity Incentive Plan [Member] | ||||||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||||||||
Stock-based compensation | $ 7,200 | |||||||||
2021 Omnibus Incentive Plan [Member] | ||||||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||||||||
Percentage of Sum of Number of Shares | 5.00% | |||||||||
Remain available for issuance | $ 11,000 | |||||||||
2021 Omnibus Incentive Plan [Member] | Common Class A [Member] | ||||||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | shares | 36,800,000 | |||||||||
2021 Omnibus Incentive Plan [Member] | Minimum [Member] | ||||||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||||||||
Award Issuance Year | 2022 | |||||||||
2021 Omnibus Incentive Plan [Member] | Maximum [Member] | ||||||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||||||||
Award Issuance Year | 2031 | |||||||||
2021 Employee Stock Purchase Plan [Member] | ||||||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||||||||
Percentage of Sum of Number of Shares | 1.00% | |||||||||
Remain available for issuance | $ 5,000 | |||||||||
Eligible Employees Shares Offering Period | 24 months | |||||||||
Discount on Shares Purchased | 15.00% | |||||||||
Shares Issued | shares | 0 | 0 | ||||||||
Unrecognized Stock Based Compensation Expense | $ 600 | |||||||||
Cost Over Weighted Average Period | 10 months 24 days | |||||||||
2021 Employee Stock Purchase Plan [Member] | Common Class A [Member] | ||||||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | shares | 5,000,000 | |||||||||
2021 Employee Stock Purchase Plan [Member] | Minimum [Member] | ||||||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||||||||
Award Issuance Year | 2022 | |||||||||
2021 Employee Stock Purchase Plan [Member] | Maximum [Member] | ||||||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||||||||
Award Issuance Year | 2031 | |||||||||
Secondary Sales [Member] | ||||||||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||||||||
Stock-based compensation | $ 8,200 |
Stock-based Compensation - Su_2
Stock-based Compensation - Summary of stock option activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||
Options outstanding Beginning balance, Shares | 8,546,017 | |
Options outstanding, Granted | 16,442,272 | |
Options outstanding, Exercised | (3,524,943) | |
Options outstanding, Forfeited | (690,398) | |
Options outstanding, Expired | (20,005) | |
Options Outstanding, Ending balance, Shares | 20,752,943 | 8,546,017 |
Unvested, Ending balance | 18,946,136 | |
Exercisable, Ending balance | 1,806,807 | |
Options outstanding Beginning balance, Shares | $ 0.85 | |
Options outstanding, Granted | 9.04 | |
Options Outstanding, Exercised | 0.49 | |
Options outstanding, Forfeited | 1.05 | |
Options outstanding, Expired | 0.59 | |
Options Outstanding, Ending balance, Shares | $ 7.38 | $ 0.85 |
Weighted average remaining term, outstanding | 9 years 7 months 6 days | 8 years 7 months 6 days |
Weighted average remaining term, exercised | 5 years 2 months 12 days | |
Weighted Average Remaining Term Granted | 10 years | |
Outstanding aggregate intrinsic value, Beginning balance | $ 52,120,105 | |
Aggregate Intrinsic Value Forfeited | 32,369,971 | |
Outstanding aggregate intrinsic value, Ending balance | $ 33,039,517 | $ 52,120,105 |
Stock-based Compensation - Su_3
Stock-based Compensation - Summary of fair value of options granted (Details) | 9 Months Ended |
Sep. 30, 2021 | |
Time Based Options | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected terms (years) | 6 years |
Expected volatility | 68.80% |
Risk-free interest rate | 0.98% |
Expected dividend rate | 0.00% |
Performance Based Options | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected volatility | 68.90% |
Risk-free interest rate | 1.31% |
Expected dividend rate | 0.00% |
Performance Based Options | Minimum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected terms (years) | 2 years 6 months |
Performance Based Options | Maximum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected terms (years) | 4 years 4 months 24 days |
Stock-based Compensation - Su_4
Stock-based Compensation - Summary of restricted stock units (Details) - RSUs [Member] | 9 Months Ended |
Sep. 30, 2021$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of RSUs Outstanding Granted | shares | 9,352,100 |
Number of RSU Outstanding | shares | 9,352,100 |
Weighted- Average Grant Date Fair Value Per Share Granted | $ / shares | $ 9.04 |
Outstanding, Ending balance, Shares | $ / shares | $ 9.04 |
Loss per Share - Schedule of Co
Loss per Share - Schedule of Computation of Basic and Diluted Loss (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Net loss attributed to common stockholders | $ (16,248) | $ (5,202) | $ (1,218,243) | $ (26,008) | ||
Adjustment to redemption value on Convertible Preferred Stock | $ 1,011,726 | $ (1,011,726) | ||||
Common Class A [Member] | ||||||
Net loss attributed to common stockholders | $ (12,697) | $ (596) | (749,083) | (2,992) | ||
Net Loss | (126,985) | (2,992) | ||||
Adjustment to redemption value on Convertible Preferred Stock | $ (622,098) | $ 0 | ||||
Basic weighted average common shares outstanding | 201,080,003 | 6,367,490 | 79,784,524 | 6,334,324 | ||
Dilutive weighted average common shares outstanding | 201,080,003 | 6,367,490 | 79,784,524 | 6,334,324 | ||
Net loss per share: | ||||||
Basic and Diluted loss per share | $ (0.06) | $ (0.09) | $ (9.39) | $ (0.47) | ||
Common Class B [Member] | ||||||
Net loss attributed to common stockholders | $ (3,551) | $ (4,606) | $ (469,160) | $ (23,016) | ||
Net Loss | (79,532) | (23,016) | ||||
Adjustment to redemption value on Convertible Preferred Stock | $ (389,628) | $ 0 | ||||
Basic weighted average common shares outstanding | 56,239,188 | 49,210,000 | 49,970,071 | 48,722,577 | ||
Dilutive weighted average common shares outstanding | 56,239,188 | 49,210,000 | 49,970,071 | 48,722,577 | ||
Net loss per share: | ||||||
Basic and Diluted loss per share | $ (0.06) | $ (0.09) | $ (9.39) | $ (0.47) |
Loss per Share - Additional Inf
Loss per Share - Additional Information (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Earnings Per Share [Abstract] | ||
Preferred dividends declared | $ 0 | $ 0 |
Loss per Share - Schedule of _2
Loss per Share - Schedule of Computation of diluted Shares Outstanding (Details) - shares | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Common Class A [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Total | 45,438,352 | 113,850,854 |
Common Class A [Member] | RSUs [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Total | 9,352,100 | 0 |
Common Class A [Member] | Stock Options [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Total | 20,752,943 | 10,299,548 |
Common Class A [Member] | Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Total | 0 | 103,070,786 |
Common Class A [Member] | Warrant [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Total | 15,333,309 | 480,520 |
Common Class B [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Total | 0 | 0 |
Common Class B [Member] | RSUs [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Total | 0 | 0 |
Common Class B [Member] | Stock Options [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Total | 0 | 0 |
Common Class B [Member] | Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Total | 0 | 0 |
Common Class B [Member] | Warrant [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Total | 0 | 0 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | Jan. 28, 2021 | Nov. 30, 2020 | Jun. 30, 2019 | Sep. 30, 2021 | Jun. 30, 2021 |
Defined Benefit Plan Disclosure [Line Items] | |||||
Outstanding principal | $ 4.6 | ||||
Outstanding interest | $ 4.6 | ||||
A/NPC Holdings LLC | Series C Convertible Preferred Stock [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Issuance of preferred stock | 7,819,887 | ||||
A/NPC Holdings LLC | Promissory Convertible Notes [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Gross proceeds | $ 10 | ||||
Sherpa Venture Fund II LP | Series C Convertible Preferred Stock [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Issuance of preferred stock | 469,193 | 115,771 | |||
Sherpa Venture Fund II LP | Promissory Convertible Notes [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Gross proceeds | $ 0.2 | $ 0.6 | |||
Eagle Creek Capital LLC | Series C Convertible Preferred Stock [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Issuance of preferred stock | 264,928 | ||||
Eagle Creek Capital LLC | Promissory Convertible Notes [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Gross proceeds | $ 0.5 | ||||
ANPC Holdings LLC and Sherpa Venture Fund LP | Series C Convertible Preferred Stock [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Shares issued price per share | $ 1.33 | ||||
Outstanding principal | $ 10.4 | ||||
Outstanding interest | $ 0.6 | ||||
Eagle Creek Capital LLC and Sherpa Venture Fund LP | Series C Convertible Preferred Stock [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Shares issued price per share | $ 1.71 | ||||
Outstanding principal | $ 0.5 | ||||
Outstanding interest | $ 0.2 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) | Nov. 09, 2021 | Sep. 30, 2021 |
Subsequent Event [Line Items] | ||
Award granted | 16,442,272 | |
Subsequent Event [Member] | Ms. Kemp [Member] | RSUs [Member] | ||
Subsequent Event [Line Items] | ||
Award granted | 33,000 | |
Value of RSUs | $ 300 | |
Subsequent Event [Member] | Ms. Kemp [Member] | One Instalment [Member] | RSUs [Member] | ||
Subsequent Event [Line Items] | ||
Award vesting date | Nov. 15, 2021 |