Cover
Cover | 12 Months Ended |
Dec. 31, 2022 shares | |
Document Information [Line Items] | |
Document Type | 20-F |
Document Registration Statement | false |
Document Annual Report | true |
Document Period End Date | Dec. 31, 2022 |
Current Fiscal Year End Date | --12-31 |
Document Transition Report | false |
Document Shell Company Report | false |
Entity File Number | 001-41247 |
Entity Registrant Name | Satellogic Inc. |
Entity Incorporation, State or Country Code | D8 |
Entity Address, Address Line One | Ruta 8 Km 17,500, Edificio 300Oficina 324 Zonamérica |
Entity Address, City or Town | Montevideo, |
Entity Address, Postal Zip Code | 91600, |
Entity Address, Country | UY |
Entity Well-known Seasoned Issuer | No |
Entity Voluntary Filers | No |
Entity Current Reporting Status | Yes |
Entity Interactive Data Current | Yes |
Entity Filer Category | Non-accelerated Filer |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
ICFR Auditor Attestation Flag | false |
Document Accounting Standard | U.S. GAAP |
Entity Shell Company | false |
Entity Central Index Key | 0001874315 |
Document Fiscal Year Focus | 2022 |
Document Fiscal Period Focus | FY |
Amendment Flag | false |
Auditor Firm ID | 42 |
Class A ordinary shares | |
Document Information [Line Items] | |
Title of 12(b) Security | Class A Ordinary Shares |
Trading Symbol | SATL |
Security Exchange Name | NASDAQ |
Entity Common Stock, Shares Outstanding | 75,612,795 |
Warrants | |
Document Information [Line Items] | |
Title of 12(b) Security | Warrants |
Trading Symbol | SATLW |
Security Exchange Name | NASDAQ |
Class B ordinary shares | |
Document Information [Line Items] | |
Entity Common Stock, Shares Outstanding | 13,582,642 |
Business Contact | |
Document Information [Line Items] | |
Entity Address, Address Line One | 210 Delburg Street |
Entity Address, City or Town | Davidson |
Entity Address, State or Province | NC |
Entity Address, Postal Zip Code | 28036 |
Contact Personnel Name | Rick Dunn |
City Area Code | 704 |
Local Phone Number | 894-4482 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2022 | |
Audit Information [Abstract] | |
Auditor Firm ID | 42 |
Auditor Location | Charlotte, North Carolina |
Auditor Name | Ernst & Young LLP |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND OTHER COMPREHENSIVE LOSS - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | |||
Revenue | $ 6,012,000 | $ 4,247,000 | $ 0 |
Costs and expenses | |||
Cost of sales, exclusive of depreciation shown separately below | 3,284,000 | 1,876,000 | 0 |
General and administrative expenses | 37,191,000 | 36,640,000 | 8,003,000 |
Research and development | 13,055,000 | 9,636,000 | 5,924,000 |
Depreciation expense | 14,326,000 | 10,728,000 | 3,031,000 |
Other operating expenses | 29,023,000 | 14,002,000 | 5,449,000 |
Total costs and expenses | 96,879,000 | 72,882,000 | 22,407,000 |
Operating loss | (90,867,000) | (68,635,000) | (22,407,000) |
Other income (expense), net | |||
Finance costs, net | (652,000) | (9,738,000) | 35,000 |
Change in fair value of financial instruments | 58,311,000 | 17,983,000 | 9,637,000 |
Loss on extinguishment of debt | 0 | (37,216,000) | (9,240,000) |
Other income, net | 1,140,000 | 1,069,000 | 594,000 |
Total other income (expense), net | 58,799,000 | (27,902,000) | 1,026,000 |
Loss before income tax | (32,068,000) | (96,537,000) | (21,381,000) |
Income tax (expense) benefit | (4,573,000) | 232,000 | (148,000) |
Net loss available to common stockholders | (36,641,000) | (96,305,000) | (21,529,000) |
Other comprehensive loss | |||
Foreign currency translation loss, net of tax | (226,000) | (86,000) | 0 |
Comprehensive loss | $ (36,867,000) | $ (96,391,000) | $ (21,529,000) |
Basic and diluted earnings per share | |||
Basic loss per share for the period attributable to common stockholders (in dollars per share) | $ (0.44) | $ (5.78) | $ (1.34) |
Basic weighted-average common shares outstanding (in shares) | 83,188,276 | 16,655,634 | 16,029,826 |
Diluted loss per share for the period attributable to common stockholders (in dollars per share) | $ (0.66) | $ (5.78) | $ (1.34) |
Diluted weighted-average common shares outstanding (in shares) | 83,798,149 | 16,655,634 | 16,029,826 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash and cash equivalents | $ 76,528 | $ 8,533 |
Restricted cash | 126 | 0 |
Accounts receivable, net of allowance of $3,237 and $1,794, respectively | 1,388 | 1,196 |
Prepaid expenses and other current assets | 3,198 | 2,695 |
Total current assets | 81,240 | 12,424 |
Property and equipment, net | 47,981 | 32,530 |
Operating lease right-of-use assets | 8,171 | 2,955 |
Deferred income tax assets | 0 | 1,640 |
Other non-current assets | 6,463 | 369 |
Total assets | 143,855 | 49,918 |
Current liabilities | ||
Accounts payable | 9,850 | 6,650 |
Debt | 0 | 108,473 |
Warrant liabilities | 8,335 | 143,237 |
Earnout liabilities | 1,353 | 0 |
Operating lease liabilities | 2,176 | 985 |
Contract liabilities | 1,941 | 935 |
Accrued expenses and other liabilities | 6,417 | 23,435 |
Total current liabilities | 30,072 | 283,715 |
Operating lease liabilities | 6,063 | 2,083 |
Contract liabilities | 1,000 | 1,000 |
Other non-current liabilities | 522 | 2,552 |
Total liabilities | 37,657 | 289,350 |
Commitments and contingencies (Note 20) | ||
Redeemable preferred stock, $0.0001 par value | 0 | 21,306 |
Stockholders' equity (deficit) | ||
Preferred stock, $0.0001 par value | 0 | 0 |
Common stock, $0.0001 par value | 0 | 0 |
Treasury stock, at cost | (8,603) | (170,949) |
Additional paid-in capital | 337,928 | 96,471 |
Accumulated other comprehensive loss | (312) | (86) |
Accumulated deficit | (222,815) | (186,174) |
Total stockholders’ equity (deficit) | 106,198 | (260,738) |
Total liabilities, redeemable preferred stock and stockholders' equity (deficit) | $ 143,855 | $ 49,918 |
Redeemable preferred shares par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, par value (usd per share) | 0.0001 | 0.0001 |
Par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance | $ 3,237 | $ 1,794 |
Redeemable preferred shares par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, par value (usd per share) | 0.0001 | 0.0001 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
CONSOLIDATED STATEMENTS OF REDE
CONSOLIDATED STATEMENTS OF REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) | Total | Hannover | Cumulative Effect, Period of Adoption, Adjustment | Restricted stock units | Shares issued to Sponsor under Forward Purchase Securities Agreement | PIPE Warrant | Liberty Subscription Agreement | SPAC Public Warrants | Cantor Loan | Convertible Debt | Preferred stock | Preferred stock Hannover | Common stock | Common stock Hannover | Common stock Restricted stock units | Common stock Shares issued to Sponsor under Forward Purchase Securities Agreement | Common stock PIPE Warrant | Common stock Liberty Subscription Agreement | Common stock SPAC Public Warrants | Common stock Cantor Loan | Common stock Convertible Debt | Additional paid-in capital | Additional paid-in capital Cumulative Effect, Period of Adoption, Adjustment | Additional paid-in capital Restricted stock units | Additional paid-in capital Shares issued to Sponsor under Forward Purchase Securities Agreement | Additional paid-in capital PIPE Warrant | Additional paid-in capital Liberty Subscription Agreement | Additional paid-in capital SPAC Public Warrants | Additional paid-in capital Cantor Loan | Additional paid-in capital Convertible Debt | Treasury stock | Accumulated other comprehensive loss | Accumulated deficit | Accumulated deficit Cumulative Effect, Period of Adoption, Adjustment |
Beginning balance (in shares) at Dec. 31, 2019 | 0 | |||||||||||||||||||||||||||||||||
Beginning balance at Dec. 31, 2019 | $ 0 | |||||||||||||||||||||||||||||||||
Ending balance (in shares) at Dec. 31, 2020 | 0 | |||||||||||||||||||||||||||||||||
Ending balance at Dec. 31, 2020 | $ 0 | |||||||||||||||||||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2019 | 8,740,398 | |||||||||||||||||||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2019 | 15,961,703 | |||||||||||||||||||||||||||||||||
Beginning balance at Dec. 31, 2019 | (5,449,000) | $ (1,384,000) | $ 61,635,000 | $ (123,000) | $ 0 | $ 0 | $ (67,084,000) | $ (1,261,000) | ||||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||||||||||||
Net loss | (21,529,000) | (21,529,000) | ||||||||||||||||||||||||||||||||
Issuance of stock (in shares) | 318,657 | |||||||||||||||||||||||||||||||||
Issuance of stock | 802,000 | 802,000 | ||||||||||||||||||||||||||||||||
Stock-based compensation | 1,732,000 | 1,727,000 | 5,000 | |||||||||||||||||||||||||||||||
Ending balance (in shares) at Dec. 31, 2020 | 8,740,398 | |||||||||||||||||||||||||||||||||
Ending balance (in shares) at Dec. 31, 2020 | 16,280,360 | |||||||||||||||||||||||||||||||||
Ending balance at Dec. 31, 2020 | $ (25,828,000) | 64,041,000 | 0 | 0 | (89,869,000) | |||||||||||||||||||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||||||||||||||||||||||||||
Issuance of Series X preferred stock (in shares) | 2,033,230 | |||||||||||||||||||||||||||||||||
Issuance of Redeemable Series X preferred stock | $ 20,332,000 | |||||||||||||||||||||||||||||||||
Dividends on Redeemable Series X preferred stock | $ 974,000 | |||||||||||||||||||||||||||||||||
Ending balance (in shares) at Dec. 31, 2021 | 2,033,230 | |||||||||||||||||||||||||||||||||
Ending balance at Dec. 31, 2021 | $ 21,306,000 | |||||||||||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||||||||||||
Preferred stockholder transaction & Hannover Holdings Transaction (in shares) | (4,128,413) | |||||||||||||||||||||||||||||||||
Preferred stockholder transaction & Hannover Holdings Transaction | (189,200,000) | (18,251,000) | (170,949,000) | |||||||||||||||||||||||||||||||
Extinguishment of Convertible Notes | 39,009,000 | 39,009,000 | ||||||||||||||||||||||||||||||||
Exercise of stock options (in shares) | 1,102,494 | |||||||||||||||||||||||||||||||||
Exercise of stock options | 791,000 | 791,000 | ||||||||||||||||||||||||||||||||
Net loss | (96,305,000) | (96,305,000) | ||||||||||||||||||||||||||||||||
Comprehensive loss | (86,000) | (86,000) | ||||||||||||||||||||||||||||||||
Stock-based compensation | $ 10,881,000 | 10,881,000 | ||||||||||||||||||||||||||||||||
Ending balance (in shares) at Dec. 31, 2021 | 4,611,985 | 4,611,985 | ||||||||||||||||||||||||||||||||
Ending balance (in shares) at Dec. 31, 2021 | 17,382,854 | |||||||||||||||||||||||||||||||||
Ending balance at Dec. 31, 2021 | $ (260,738,000) | 96,471,000 | (170,949,000) | (86,000) | (186,174,000) | |||||||||||||||||||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||||||||||||||||||||||||||
Dividends on Redeemable Series X preferred stock | $ 97,000 | |||||||||||||||||||||||||||||||||
Conversion of Series X preferred stock in connection with the reverse recapitalization (in shares) | (2,033,230) | (2,140,340) | ||||||||||||||||||||||||||||||||
Conversion of redeemable Series X preferred stock and accrued dividends in connection with the reverse recapitalization | $ (21,403,000) | (21,403,000) | ||||||||||||||||||||||||||||||||
Ending balance (in shares) at Dec. 31, 2022 | 0 | |||||||||||||||||||||||||||||||||
Ending balance at Dec. 31, 2022 | $ 0 | |||||||||||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||||||||||||
Preferred stockholder transaction & Hannover Holdings Transaction (in shares) | (149,817) | (516,123) | (51,700) | |||||||||||||||||||||||||||||||
Preferred stockholder transaction & Hannover Holdings Transaction | (2,750,000) | $ (5,853,000) | (2,750,000) | |||||||||||||||||||||||||||||||
Merger transaction and Reverse Recapitalization (in shares) | (4,462,168) | |||||||||||||||||||||||||||||||||
Merger transaction and Reverse Recapitalization | $ 5,145,000 | $ 22,630,545 | (165,804,000) | 170,949,000 | ||||||||||||||||||||||||||||||
Stock issued during period, conversion of convertible securities (in shares) | 6,108,332 | 20,619,835 | 613,111 | 788,021 | 17,980,954 | |||||||||||||||||||||||||||||
Stock issued during period, conversion of convertible securities | $ 10,000,000 | $ 47,028,000 | $ 120,506,000 | $ 5,628,000 | $ 7,880,000 | $ 64,051,000 | $ 10,000,000 | $ 47,028,000 | $ 120,506,000 | $ 5,628,000 | $ 7,880,000 | $ 64,051,000 | ||||||||||||||||||||||
Conversion of redeemable Series X preferred stock and accrued dividends in connection with the Reverse Recapitalization (in shares) | 2,033,230 | 2,140,340 | ||||||||||||||||||||||||||||||||
Conversion of redeemable Series X preferred stock and accrued dividends in connection with the Reverse Recapitalization | $ 21,403,000 | 21,403,000 | ||||||||||||||||||||||||||||||||
Reclassification of Columbia Warrant to equity | 124,805,000 | 124,805,000 | ||||||||||||||||||||||||||||||||
Repayment of Columbia Loan | (3,418,000) | (3,418,000) | ||||||||||||||||||||||||||||||||
Reclassification of Forfeiture Earnout Liability to equity | $ 1,005,000 | 1,005,000 | ||||||||||||||||||||||||||||||||
Exercise of stock options (in shares) | 102,825 | 223,218 | ||||||||||||||||||||||||||||||||
Exercise of stock options | $ 144,000 | $ 144,000 | ||||||||||||||||||||||||||||||||
Net loss | $ (36,641,000) | (36,641,000) | ||||||||||||||||||||||||||||||||
Comprehensive loss | (226,000) | (226,000) | ||||||||||||||||||||||||||||||||
Issuance of stock (in shares) | 26,050 | |||||||||||||||||||||||||||||||||
Issuance of stock | $ 167,000 | $ 167,000 | ||||||||||||||||||||||||||||||||
Withholding of stock units to satisfy tax withholding obligations upon the vesting of restricted stock units and exercise of stock options | $ (306,000) | $ (306,000) | ||||||||||||||||||||||||||||||||
Stock-based compensation | 8,368,000 | 8,368,000 | ||||||||||||||||||||||||||||||||
Ending balance (in shares) at Dec. 31, 2022 | 0 | |||||||||||||||||||||||||||||||||
Ending balance (in shares) at Dec. 31, 2022 | 89,195,437 | |||||||||||||||||||||||||||||||||
Ending balance at Dec. 31, 2022 | $ 106,198,000 | $ 337,928,000 | $ (8,603,000) | $ (312,000) | $ (222,815,000) | |||||||||||||||||||||||||||||
Beginning balance (in shares) at Jan. 24, 2022 | 17,215,336 | |||||||||||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||||||||||||
Stock issued during period, conversion of convertible securities (in shares) | 1,250,000 | |||||||||||||||||||||||||||||||||
Issuance of stock (in shares) | 1,250,000 | |||||||||||||||||||||||||||||||||
Ending balance (in shares) at Jan. 25, 2022 | 88,824,647 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | |||
Net loss | $ (36,641) | $ (96,305) | $ (21,529) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation expense | 14,326 | 10,728 | 3,031 |
Operating lease expense | 2,015 | 548 | 298 |
Deferred tax expense (benefit) | 1,601 | (1,619) | (38) |
Stock-based compensation | 8,368 | 10,881 | 1,732 |
Interest expense | 1,693 | 9,703 | 43 |
Change in fair value of financial instruments | (58,311) | (17,983) | (9,637) |
Loss on debt extinguishment | 0 | 37,216 | 9,240 |
Expenses related to Merger | 9,859 | 0 | 0 |
Foreign exchange differences | (4,578) | (2,385) | (1,507) |
Loss on disposal of property and equipment and right of use assets | 996 | 579 | 372 |
Bad debt expense | 1,736 | 1,794 | 0 |
Changes in operating assets and liabilities: | |||
Accounts receivable | (1,928) | (4,691) | (221) |
Prepaid expenses and other current assets | (1,855) | 21 | (14) |
Accounts payable | (3,202) | 1,421 | 6,474 |
Contract liabilities | 1,006 | 480 | 455 |
Accrued expenses and other liabilities | (1,562) | 21,622 | 497 |
Operating lease liabilities | (1,985) | (449) | (370) |
Net cash used in operating activities | (68,462) | (28,439) | (11,174) |
Cash flows from investing activities: | |||
Acquisitions of property and equipment | (27,252) | (11,233) | (15,787) |
Equity investment in OS | (3,653) | 0 | 0 |
Other | 53 | 3 | 14 |
Net cash used in investing activities | (30,852) | (11,230) | (15,773) |
Cash flows from financing activities: | |||
Proceeds from issuance of redeemable Series X preferred stock | 0 | 20,332 | 0 |
Proceeds from issuance of debt | 0 | 7,513 | 17,348 |
Repurchase of stock | (8,603) | 0 | 0 |
Proceeds from exercise of Public Warrants | 5,291 | 0 | 0 |
Proceeds from sale of common stock | 167,504 | 0 | 0 |
Proceeds from exercise of stock options | 144 | 791 | 802 |
Net cash provided by financing activities | 164,336 | 28,636 | 18,150 |
Net increase in cash, cash equivalents and restricted cash | 65,022 | (11,033) | (8,797) |
Effect of foreign exchange rate changes | 4,237 | 2,299 | 1,507 |
Cash, cash equivalents and restricted cash - beginning of period | 8,533 | 17,267 | 24,557 |
Cash, cash equivalents and restricted cash - end of period | $ 77,792 | $ 8,533 | $ 17,267 |
Nature of the Business and Basi
Nature of the Business and Basis of Presentation | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of the Business and Basis of Presentation | Nature of the Business and Basis of Presentation Nature of the Business On January 25, 2022 (the “Closing Date”), Satellogic Inc. (“Satellogic” or the “Company”), a BVI business company incorporated in the BVI as a company limited by shares, consummated the transactions contemplated by the Agreement and Plan of Merger dated as of July 5, 2021 (the “Merger Agreement”), by and among the Company, CF Acquisition Corp. V, a Delaware corporation (“CF V” and now known as “Satellogic V Inc.”), Ganymede Merger Sub 1 Inc., a BVI business company incorporated in the BVI as a company limited by shares and a direct wholly owned subsidiary of the Company, Ganymede Merger Sub 2 Inc., a Delaware corporation and a direct wholly owned subsidiary of the Company, and Nettar. Nettar was, prior to the transaction, the holding company of the Satellogic group and was incorporated on October 7, 2014, under the laws of the BVI as a company limited by shares. The registered office of Satellogic is located at Kingston Chambers BOX 173 C/O Maples Corporate Services BVI LTD Road Town, Tortola D8 VG1110. References to “Nettar” contained herein refer to Nettar Group Inc. prior to the mergers, and references to “the Company,” “we,” “our,” “us” or “Satellogic” refer to Satellogic Inc. prior to the mergers and to the combined company following the mergers. Through our subsidiaries, we invest in the software, hardware, and optics of the aerospace industry focusing on satellite and image analytics technologies. Our strategy is to build a planetary scale analytics platform based on a proprietary satellite constellation with the capability to generate insights from images and information, with focus on multi-temporal analysis and high frequency of revisits. We also intend to leverage our ability to quickly build and launch high quality, sub-meter satellites at a low cost by selling satellites to certain key customers. Basis of Presentation The accompanying Consolidated Financial Statements as of December 31, 2022 and 2021 and for the years ended December 31, 2022, 2021 and 2020 (“the Consolidated Financial Statements”) have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) and the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). The Company conducts business through one operating segment. The accompanying Consolidated Financial Statements include our accounts and those of our wholly owned subsidiaries. All intercompany accounts and transactions, including the intercompany portion of transactions with equity method investees, have been eliminated in consolidation. The Consolidated Financial Statements are presented in United States dollars (hereinafter “U.S. dollars” or “$”). Historically the consolidated financial statements were prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board. For the Consolidated Financial Statements, we have prepared our consolidated financial statements in accordance with U.S. GAAP. The change from reporting in IFRS to U.S. GAAP was treated as a change in accounting standard, whereby we retrospectively applied the change to all prior reporting periods contained in these Consolidated Financial Statements. Where the initial adoption of U.S. GAAP resulted in a material change in an asset or liability, the adjustment was reported to the opening balance of accumulated deficit and additional paid-in capital as of January 1, 2020. Refer to Note 19 (Adoption of U.S. GAAP) for additional information. Certain prior year amounts have been reclassified to conform to the current year presentation. Emerging Growth Company We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (“the Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). 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 Securities Exchange Act of 1934, as amended) 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. We have elected not to opt out of such extended transition period, which means that when a standard is issued or revised that has different application dates for public or private companies, we can adopt the new or revised standard at the time required for private companies to adopt such standard. The foregoing may make comparison of our financial statements with those of another public company difficult or impossible if such other public company is (i) not an emerging growth company or (ii) is an emerging growth company that has opted out of using the extended transition period, due to the potential differences in accounting standards used. Liquidity Since our formation, we have devoted substantial effort and capital resources to the development of our satellite constellation and image technologies. As of December 31, 2022, we had an accumulated deficit of $222.8 million. For the year ended December 31, 2022, we had net cash used in operating activities of $68.5 million. As of December 31, 2022, we had cash and cash equivalents of $76.5 million. We anticipate losses and negative operating cash flows to continue, primarily as a result of our satellite constellation expansion as we obtain adequate sources of funding through revenue growth. We believe we will have sufficient funding for at least the next 12 months from the date these Consolidated Financial Statements are issued. Failure to generate revenue growth with sufficient positive cash flows from operations or to raise additional funding in the longer term may require us to alter, or scale back, our capital expenditures and could have a material adverse effect on our ability to achieve its intended business objectives. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Use of Estimates The preparation of the Consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Significant estimates and assumptions reflected in these Consolidated Financial Statements include, but are not limited to, revenue recognition; determination of useful lives of property and equipment; valuation of warrant liabilities, earnout liabilities, stock options; and determination of income tax. We evaluate our estimates and assumptions on an ongoing basis. Actual results could differ from those estimates and such differences may be material to the Consolidated Financial Statements. Revenue Recognition We recognize revenue in accordance with Topic 606 Revenue from contracts with customers. Revenue is recognized when a customer obtains control of promised goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The amount of revenue that is recorded reflects the consideration that we expect to receive in exchange for goods or services provided under such contracts. We apply the following five-step model in order to determine this amount: (i) identification of the promised goods in the contract; (ii) determination of whether the promised goods are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) we satisfy each performance obligation. Our main revenue stream is from services. We recognize as revenues the amount of the transaction price that is allocated to the respective performance obligation when or as the performance obligation is satisfied. Generally, our performance obligations are transferred to customers at a point in time, typically upon delivery. Our satellite imagery can be delivered to customers in two ways, either by providing access via our platform or via electronic delivery. The nature of our contracts does not currently give rise to variable consideration related to returns or refunds as those are not offered. We evaluate contracts with a minimum purchase commitment to determine whether we expect to be entitled to a breakage amount. We consider the requirements on constraining estimates variable consideration. The following factors are evaluated when assessing the increased likelihood of a significant revenue reversal: (i) the amount of consideration is highly susceptible to factors outside our influence or control ( e.g., volatility in a market, judgment of action of third parties, weather conditions), (ii) uncertainty about the amount of consideration is not expected to be resolved for a long period of time, (iii) our experience with similar types of contracts is limited, or that experience has limited predictive value, (iv) we have a practice of either offering a broad range of price concessions or changing the payment terms and conditions of similar contracts in similar circumstances, and (v) the contract has a large number and broad range of possible consideration amounts. We exclude amounts collected on behalf of third parties, such as sales taxes, when determining transaction price. Contract liabilities consist of payments received from customers, or such consideration that is contractually due, in advance of providing the product or performing services. We generally do not enter into long-term financing arrangements or payment plans with customers. Although our business practice is not to enter into contracts with non-cash consideration, at times this may occur. In these instances, we determine the fair value of the non-cash consideration at contract inception and includes this value as part of the total arrangement consideration. In instances where we cannot reasonably estimate the fair value of the non-cash consideration, we will measure the consideration indirectly by reference to its stand-alone selling price of the goods promised to the customer in exchange for consideration. Fair Value Measurement Certain assets and liabilities are carried at fair value in accordance with U.S. GAAP. Valuation techniques used to measure fair value requires us to utilize observable and unobservable inputs. The hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). Financial instruments carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable: • Level 1: Quoted prices in active markets for identical assets or liabilities. • Level 2: Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable. • Level 3: Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable. Assets and liabilities recognized at fair value on a recurring basis in the Consolidated Financial Statements are re-assessed at the end of each reporting period to determine whether any transfers have occurred between levels in the hierarchy. For fair value disclosures, classes of assets and liabilities are based on the nature, characteristics and risks of the asset or liability and the level of the fair value hierarchy. Credit risk management Credit risk is the risk that a counterparty fails to discharge an obligation to us. We are exposed to credit risk from financial assets including cash, cash equivalents and restricted cash held at banks, trade and other receivables. The credit risk is managed based on our credit risk management policies and procedures. Credit risk of any entity doing business with us is systematically analyzed, including aspects of a qualitative nature. The measurement and assessment of our total exposure to credit risk covers all financial instruments involving any counterparty risk. The credit risk in respect of cash balances held with banks and deposits with banks are managed via diversification of bank deposits and are only with major reputable financial institutions. As our risk exposure is mainly influenced by the individual characteristics of each customer, we continuously analyze the creditworthiness of significant debtors. Accounts receivable are non-interest bearing and generally on terms of 30 to 90 days. Impairment of Assets We assess potential impairments to long-lived assets whenever events or changes in circumstances indicate that the carrying amount may not be fully recoverable. An impairment is considered to exist if the total estimated future cash flows on an undiscounted basis are less than the carrying amount of the assets or asset group. We performed an impairment test as of December 31, 2022, 2021 and 2020 due to our net loss for those years and concluded that the asset group is not impaired. Estimates of future cash flows are highly subjective judgments based on management’s experience and knowledge of the Company's operations. These estimates can be significantly impacted by many factors, including changes in global economic conditions, operating costs, obsolescence of technology and competition. If estimates or underlying assumptions change in the future, we may be required to record impairment charges. If the fair value of an asset group is less than its carrying amount, then the carrying amount of the asset group would be reduced to its fair value. That reduction is an impairment loss that would be recognized in the Consolidated Statements of Operations and Comprehensive Loss. Equity Method Investments We account for equity investments in which we have significant influence, but not a controlling financial interest, using the equity method of accounting. Under the equity method of accounting, investments are initially recorded at cost, less impairment, and subsequently adjusted to recognize our share of earnings or losses as a component of Other income (expense), net in the Consolidated Statements of Operations and Comprehensive Loss. Our equity method investments are required to be reviewed for impairment when it is determined there may be an other-than-temporary loss in value. We have not recorded any impairment losses related to our equity method investments during the year ended December 31, 2022. We did not hold any equity investments in 2021 or 2020. Stock-Based Compensation We measure and recognize all stock-based compensation expense based on estimated fair values for all stock-based awards made to employees and non-employees. Compensation cost is recognized over the requisite service period for each separate tranche, as though each tranche of the award is, in substance, a separate award. The expense calculation includes estimated forfeiture rates, which have been developed based upon historical experience. The fair values for stock options are calculated using the Black-Scholes option pricing model using the following inputs: Expected term - The simplified method is used to calculate the expected term. Expected volatility - We determine the expected stock price volatility based on the historical volatilities of guideline companies from comparable industries. Expected dividend yield - We do not use a dividend rate due to the fact that we have never declared or paid cash dividends on the Company’s common stock and we do not anticipate doing so in the foreseeable future. Risk-free interest rate - We base our interest rate on a treasury instrument for which the term is commensurate with the maximum expected life of the stock options. The fair values for restricted stock units ("RSUs") with service-based vesting conditions are calculated based upon our closing stock price on the date of the grant. Foreign Currencies The financial position and results of operations of certain of our foreign subsidiaries are measured using the local currency as the functional currency. Revenues and expenses of these subsidiaries have been translated into U.S. dollars at average exchange rates prevailing during the period. Assets and liabilities of these subsidiaries have been translated at the exchange rates as of the balance sheet date. Translation gains and losses are recorded in accumulated other comprehensive loss. Aggregate foreign currency gains and losses, such as those resulting from the settlement of receivables or payables, foreign currency contracts and short-term intercompany advances in a currency other than the relevant subsidiary’s functional currency, are recorded currently in the Consolidated Statements of Operations and Comprehensive Loss (included in other income, net) and resulted in gains of $1,576, $1,022, and $594 during the years ended December 31, 2022, 2021, and 2020, respectively. Leases We determine if a contract is a lease or contains a lease at inception. On the lease commencement date, we recognize a right-of-use (“ROU”) asset and lease liability related to operating type leases. The cost of ROU assets includes the amount of lease liabilities recognized, initial direct costs incurred, and lease payments made at or before the commencement date less any lease incentives received. Operating lease liabilities are recorded based on the present value of the future lease fixed payments. In determining the present value of future lease payments, we use our incremental borrowing rate applicable to the economic environment and the duration of the lease based on the information available at the commencement date as the majority of leases do not provide an implicit rate. For real estate and equipment contracts, we generally account for the lease and non-lease components as a single lease component. In assessing the lease term, we include options to renew only when we are reasonably certain that such option(s) will be exercised; a determination which is at our sole discretion. Variable lease payments are recognized as expenses in the period incurred. For leases with an initial term of 12 months or less, we have elected to not record an ROU asset and lease liability. We record lease expense on a straight-line basis over the shorter of the lease term and the estimated useful lives of the assets, beginning on the commencement date. We remeasure and reallocate the consideration in a lease when there is a modification of the lease that is not accounted for as a separate contract. The lease liability is remeasured when there is a change in the lease term or in the assessment of whether we will exercise a lease option. We assess ROU assets for impairment in accordance with our long-lived asset impairment policy. We account for lease agreements with contractually required lease and non-lease components on a combined basis. Lease payments made for cancellable leases, variable amounts that are not based on an observable index and lease agreements with an original duration of less than 12 months are recorded directly to lease expense. For the periods presented, we do not have any financing type leases. Accounts Receivable and Allowance for Doubtful Accounts Trade accounts receivable are stated at the amount owed by the customer, net of allowances for estimated doubtful accounts, discounts, returns and rebates. We measure the allowance for doubtful accounts based on the estimated loss. In calculating an allowance for doubtful accounts, we use our historical experience, external indicators and an aging method. We assess impairment of trade accounts receivable on a collective basis as they possess shared credit risk characteristics which have been grouped based on the days past due. Accounts are written off against the allowance account when they are determined to be no longer collectible. The following table shows the activity in the allowance for doubtful accounts for the years ended December 31, 2022 and 2021: December 31, 2022 2021 Allowance for doubtful accounts as of beginning of period $ 1,794 $ — Provision 1,736 1,794 Write-offs — — Foreign exchange and other (293) — Allowance for doubtful accounts as of end of period $ 3,237 $ 1,794 Cash, Cash Equivalents and Restricted Cash Cash and cash equivalents include deposits in banks and short-term (original maturities of three months or less at the time of purchase), highly liquid investments that are readily convertible to known amounts of cash with a maturity of three months or less at the time of purchase. Restricted cash, including amounts in Other non-current assets, represents amounts pledged as guarantees for sales and lease agreements as contractually required. December 31, 2022 2021 Cash and cash equivalents $ 76,528 $ 8,533 Restricted cash 126 — Restricted cash included in Other non-current assets 1,138 — Total cash, cash equivalents and restricted cash $ 77,792 $ 8,533 Cash Flow Information Year Ended December 31, 2022 2021 2020 Cash paid during the period for: Income tax, net of refunds $ 758 $ 96 $ 59 Interest $ 3,520 $ 49,283 $ 27,286 |
Accounting Standards Updates (_
Accounting Standards Updates (“ASU”) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Standards Update and Change in Accounting Principle [Abstract] | |
Accounting Standards Updates (“ASU”) | Accounting Standards Updates (“ASU”) Accounting Standards Recently Adopted In May 2021, the FASB issued ASU 2021-04, Earnings per Share (Topic 260), Debt-Modifications and Extinguishments (Subtopic 470-50), Compensation-Stock Compensation (Topic 718), and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40) , which clarifies and reduces diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options (for example, warrants) that remain equity classified upon modification or exchange. This ASU is effective for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. An entity applies the amendments prospectively to modifications or exchanges occurring on or after the effective date of the amendments. We adopted this guidance as of January 1, 2022. The impact of adopting this new guidance was not material to the consolidated financial statements. In January 2020, the FASB issued ASU 2020-01, Investments—Equity Securities (Topic 321), Investments—Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815)—Clarifying the Interactions between Topic 321, Topic 323, and Topic 815 (a consensus of the Emerging Issues Task Force) , which clarifies the interaction of accounting for equity securities, investments accounted for under the equity method of accounting, and the accounting for certain forward contracts and purchase options, under the aforementioned topics. This ASU is effective for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. An entity applies the amendments prospectively to modifications or exchanges occurring on or after the effective date of the amendments. We adopted this guidance as of January 1, 2022. The impact of adopting this new guidance was not material to the consolidated financial statements. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”) which is part of the FASB’s overall simplification initiative to reduce the costs and complexity of applying accounting standards while maintaining or improving the usefulness of the information provided to users of financial statements. ASU 2019-12 simplifies accounting guidance for intra-period allocations, deferred tax liabilities, year-to-date losses in interim periods, franchise taxes, step-up in tax basis of goodwill, separate entity financial statements, and interim recognition of tax laws or rate changes. ASU 2019-12 is effective for emerging growth companies following private company adoption dates in fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022, with early adoption permitted. We adopted this guidance as of January 1, 2022. The impact of adopting this new guidance was not material to the consolidated financial statements. Accounting Standards Not Yet Adopted In June 2016, the FASB issued ASU No. 2016-13, Credit Losses - Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 requires entities to use a forward-looking approach based on current expected credit losses to estimate credit losses on certain types of financial instruments, including trade receivables, resulting in an earlier recognition of losses than under the current incurred loss approach, which requires waiting to recognize a loss until it is probable of being incurred. This standard is effective for us beginning January 1, 2023 and will be adopted using the modified retrospective transition method through a cumulative-effect adjustment to retained earnings as of the effective date. Upon adoption, the standard is expected to only impact our account for credit losses related to accounts receivable. In preparation for the adoption of the new standard, we have updated certain policies and related processes, but we do not expect the adoption of this new guidance will have a material impact on the Consolidated Financial Statements. Reconciliation of the Consolidated Statement of Operations and Comprehensive Loss for the year ended December 31, 2021: Year Ended December 31, 2021 IFRS Adjustments/ Note U.S. GAAP Revenue $ 4,247 $ — $ 4,247 Costs and expenses Cost of sales 1,876 — 1,876 General administrative expenses 36,649 (9) a, c 36,640 Research and development 9,640 (4) b 9,636 Depreciation expense 10,825 (97) b 10,728 Other operating expenses, net 14,002 — 14,002 Total costs and expenses 72,992 (110) 72,882 Operating loss (68,745) 110 (68,635) Other income (expense), net Finance costs, net (11,769) 2,031 c, d (9,738) Change in fair value of financial instruments (42,102) 60,085 d 17,983 Gain (loss) on extinguishment of debt 3,576 (40,792) d (37,216) Other income (expense), net 1,067 2 c 1,069 Total other income (expense), net (49,228) 21,326 (27,902) Loss before income tax (117,973) 21,436 (96,537) Income tax 232 — 232 Net loss available to common stockholders $ (117,741) $ 21,436 $ (96,305) Other comprehensive loss Foreign currency translation loss, net of tax (86) — (86) Comprehensive loss $ (117,827) $ 21,436 $ (96,391) Basic loss for the period attributable to common stockholders $ (7.07) $ 1.29 e $ (5.78) Basic weighted-average common shares outstanding 16,655,634 — e 16,655,634 Diluted loss for the period attributable to common stockholders $ (7.07) $ 1.29 e $ (5.78) Diluted weighted-average common shares outstanding 16,655,634 — e 16,655,634 Reconciliation of the Consolidated Statement of Operations and Comprehensive Loss for the year ended December 31, 2020: Year Ended December 31, 2020 IFRS Adjustments/ Note U.S. GAAP Revenue $ — $ — $ — Costs and expenses Cost of sales — — — General administrative expenses 8,127 (124) a, c 8,003 Research and development 5,878 46 a, b 5,924 Depreciation expense 3,182 (151) b 3,031 Other operating expenses, net 5,476 (27) a, b 5,449 Total costs and expenses 22,663 (256) 22,407 Operating loss (22,663) 256 (22,407) Other income (expense), net Finance costs, net (22) 57 c, d 35 Change in fair value of financial instruments (84,224) 93,861 d 9,637 Gain (loss) on extinguishment of debt (7,466) (1,774) d (9,240) Other income (expense), net 597 (3) c 594 Total other income (expense), net (91,115) 92,141 1,026 Loss before income tax (113,778) 92,397 (21,381) Income tax (148) — (148) Net loss available to common stockholders $ (113,926) $ 92,397 $ (21,529) Other comprehensive loss Foreign currency translation loss, net of tax — — — Comprehensive loss $ (113,926) $ 92,397 $ (21,529) Basic loss for the period attributable to common stockholders $ (7.11) $ 5.76 e $ (1.34) Basic weighted-average common shares outstanding 16,029,826 — e 16,029,826 Diluted loss for the period attributable to common stockholders $ (7.11) $ 5.76 e $ (1.34) Diluted weighted-average common shares outstanding 16,029,826 — e 16,029,826 Reconciliation of the Consolidated Balance Sheet as of December 31, 2021: IFRS Adjustments / Note U.S. GAAP ASSETS Current assets Cash and cash equivalents $ 8,533 $ — $ 8,533 Accounts receivable 1,196 — 1,196 Prepaid expenses and other current assets 2,695 — 2,695 Total current assets 12,424 — 12,424 Property and equipment, net 33,586 (1,056) b 32,530 Operating lease right-of-use assets 2,663 292 c 2,955 Deferred income tax assets 1,640 — 1,640 Other non-current assets 369 — 369 Total assets $ 50,682 $ (764) $ 49,918 LIABILITIES, REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT) Current liabilities Accounts payable $ 6,650 $ — $ 6,650 Debt 246,189 (137,716) d 108,473 Warrant liabilities — 143,237 d 143,237 Operating lease liabilities 891 94 c 985 Contract liabilities 935 — 935 Accrued expenses and other liabilities 23,435 — 23,435 Total current liabilities 278,100 5,615 283,715 Operating lease liabilities 1,908 175 c 2,083 Contract liabilities 1,000 — 1,000 Other non-current liabilities 2,552 — 2,552 Total liabilities 283,560 5,790 289,350 Redeemable preferred stock — 21,306 d 21,306 Stockholders' equity (deficit) Treasury stock (170,949) — (170,949) Additional paid-in capital 235,909 (139,438) a, d 96,471 Accumulated other comprehensive loss (86) — (86) Accumulated deficit (297,752) 111,578 (186,174) Total stockholders’ equity (deficit) (232,878) (27,860) (260,738) Total liabilities, redeemable preferred stock and stockholders' equity (deficit) $ 50,682 $ (764) $ 49,918 a. Stock-based compensation Certain awards granted by us have a service inception date preceding the grant date. Under IFRS, this resulted in the recognition of stock-based compensation expense prior to the grant date. Under U.S. GAAP, the stock-based compensation expense shall not be recognized until authorization at the grant date. The impact of this change before considering the tax effect is as follows: Year Ended December 31, (Consolidated Statement of Operations and Comprehensive Loss) 2021 2020 General and administrative expenses $ (80) $ (136) Research and development — (89) Other operating expenses — (27) Increase (decrease) to loss before income tax $ (80) $ (252) (Consolidated Balance Sheet) December 31, Additional paid-in-capital $ 542 Adjustment to accumulated deficit (542) Total liabilities, redeemable preferred stock and stockholders' equity (deficit) $ — b. Research and development Under IFRS, certain development expenditures may be capitalized. Under U.S. GAAP, all of our costs relating to R&D activities are expensed as incurred. The impact of this change before considering the tax effect is as follows: Year Ended December 31, (Consolidated Statement of Operations and Comprehensive Loss) 2021 2020 Research and development $ (4) $ 135 Depreciation expense (97) (151) Other operating expenses — — Increase (decrease) to loss before income tax $ (101) $ (16) (Consolidated Balance Sheet) December 31, Property and equipment, net $ (1,056) Total assets $ (1,056) Adjustment to accumulated deficit $ (1,056) Total liabilities, redeemable preferred stock and stockholders' equity (deficit) $ (1,056) c. Leases Under IFRS, all recognized leases are accounted for similarly to finance leases. Under U.S. GAAP, there is a dual classification on-balance sheet lease accounting model for lessees: finance and operating leases. Operating leases create a straight-line expense, and no interest expense is recognized on the lease liability. The impact of this change before considering the tax effect is as follows: Year Ended December 31, (Consolidated Statement of Operations and Comprehensive Loss) 2021 2020 General and administrative expenses $ 71 $ 12 Less: Finance costs, net (49) (57) Less: Other income, net (2) 3 Increase (decrease) to loss before income tax $ 20 $ (42) (Consolidated Balance Sheet) December 31, Operating lease right-of-use assets $ 292 Total assets $ 292 Operating lease liabilities $ 94 Non-current operating lease liabilities 175 Adjustment to accumulated deficit 23 Total liabilities, redeemable preferred stock and stockholders' equity (deficit) $ 292 d. Financial instruments Under IFRS, the redeemable Series X preferred shares and convertible notes contained conversion features that resulted in a bifurcated derivative component with changes in fair value recognized as gain or (loss). Under U.S. GAAP, the conversion features did not result in a material bifurcated embedded derivative, resulting in the elimination of the change in fair value of financial instruments, reduction in interest expense and preferred dividends expense, and increase in the gain (loss) on extinguishment of debt. Under IFRS, it was determined that the redeemable Series X preferred shares should be classified as a liability since there is a contractual obligation to deliver cash or another financial asset and certain conversion events being beyond our control. Under U.S. GAAP, it was determined that the redeemable Series X preferred shares should be classified as mezzanine equity since the shares are redeemable based on events outside of our control. Under IFRS, it was determined that the Columbia Warrant should be classified as equity since settlement would only occur by exchanging a fixed amount of cash for a fixed number of our own equity instruments. Changes in fair value are not recognized. Under U.S. GAAP, it was determined that the Columbia Warrant should be classified as a liability since the number and type of shares received could be different pre- and post- Merger. The Columbia Warrant is recorded at fair value with changes recognized in the Consolidated Statement of Operations and Comprehensive Loss. Additionally, the resulting gain (loss) on extinguishment of the amended convertible notes differed under IFRS versus U.S. GAAP. The impact of this change before considering the tax effect is as follows: Year Ended December 31, (Consolidated Statements of Operations and Comprehensive Loss) 2021 2020 Less: Finance costs, net $ (1,982) $ — Less: Change in fair value of financial instruments (60,085) (93,861) Less: Gain (Loss) on extinguishment of debt 40,792 1,774 Increase (decrease) to loss before income tax $ (21,275) $ (92,087) (Consolidated Balance Sheet) December 31, Debt $ (137,716) Redeemable Series X preferred stock 21,306 Warrant liability 143,237 Additional paid-in capital (139,980) Adjustment to accumulated deficit 113,153 Total liabilities, redeemable preferred stock and stockholders' equity (deficit) $ — e. Net loss per share The change in net loss in the adoption of U.S. GAAP as described in items a-d above impacted net loss per share as follows: Year Ended December 31, 2021 2020 Net loss attributable to common stockholders $ (96,305) $ (21,529) Basic weighted-average common shares outstanding (1) 16,655,634 16,029,826 Basic loss per share for the period attributable to common stockholders $ (5.78) $ (1.34) Dilutive numerator $ (96,305) $ (21,529) Diluted weighted-average common shares outstanding 16,655,634 16,029,826 Diluted loss per share for the period attributable to common stockholders $ (5.78) $ (1.34) (1) After applying the 3.3028 Exchange Ratio as described in Note 4 (Reverse Recapitalization). |
Reverse Recapitalization
Reverse Recapitalization | 12 Months Ended |
Dec. 31, 2022 | |
Reverse Recapitalization [Abstract] | |
Reverse Recapitalization | Reverse Recapitalization On January 25, 2022, and pursuant to the Merger Agreement, the merger between the Company and CF V (the “Merger”) was accounted for as a reverse recapitalization (the “Reverse Recapitalization”) in accordance with U.S. GAAP. Under this method of accounting, CF V was treated as the “acquired” company and Satellogic was treated as the acquirer for financial reporting purposes. Accordingly, for accounting purposes, the reverse recapitalization was treated as the equivalent of the Company issuing stock for the net assets of CF V, accompanied by a recapitalization. The net assets of CF V were stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Merger represent those of the Company. The transaction resulted in net cash proceeds of $168 million, after transaction expenses and debt repayment, through the contribution of cash held in CF V’s trust account, net of redemptions by CF V’s public stockholders, and a concurrent private placement offering led by SoftBank’s SBLA Advisers Corp. and Cantor Fitzgerald & Co. (“CF&Co.”), among other institutional investors, and the Liberty Investment, as defined and described further below. On the Closing Date, the Company consummated the Merger contemplated by the Merger Agreement, including the following: Private Placement (“PIPE”) Investment Pursuant to the relevant subscription agreement, Satellogic issued 5,816,770 Class A ordinary shares and a non-redeemable warrant (“PIPE Warrant”) to purchase 2,500,000 Class A ordinary shares to a PIPE investor at an exercise price of $20.00 per share, for an aggregate purchase price of $58.2 million. Forward Purchase Agreement In July 2021, CFAC Holdings V, LLC (the “Sponsor”), CF V, and Satellogic entered into the Amended and Restated Forward Purchase Agreement (“FPA”), pursuant to which Satellogic issued to the Sponsor 1,250,000 Class A ordinary shares, and warrants to purchase an additional 333,333 Class A ordinary shares at an exercise price of $11.50 per share (“Forward Purchase Warrant”), for an aggregate purchase price of $10.0 million. Cantor Loan Satellogic and Cantor Fitzgerald Securities (“CF Securities”) entered into a Secured Promissory Note, dated December 23, 2021 (the “Promissory Note”), pursuant to which CF Securities agreed to loan $7.5 million to Satellogic (the “Cantor Loan”). On January 18, 2022, CF Securities, Satellogic and Nettar entered into the Promissory Note Waiver Letter (the “Promissory Note Waiver Letter”) pursuant to which Satellogic and CF Securities agreed that the Company would repay the Cantor Loan, including all principal and interest by the issuance of 788,021 Class A ordinary shares. Such repayment occurred on the Closing Date. Redeemable Series X Preferred Stock Per the transaction, the 2,033,230 outstanding shares of redeemable Series X preferred stock and accrued dividends in the amount of $21.4 million were converted to 2,140,340 Class A ordinary shares. Liberty Investment On January 18, 2022, Satellogic and CF V entered into the Liberty Subscription Agreement with an investor (the “Liberty Investor”). Satellogic agreed to issue and sell to the Liberty Investor (i) 20,000,000 of Satellogic’s Class A ordinary shares (the “Liberty Shares”), (ii) a warrant to purchase up to 5,000,000 Satellogic’s Class A ordinary shares at an exercise price of $10.00 per share (the “$10.00 Liberty Warrant”), and (iii) a warrant to purchase up to 15,000,000 of Satellogic’s Class A ordinary shares at an exercise price of $15.00 per share (the “$15.00 Liberty Warrant”, and together with the $10.00 Liberty Warrant, the “Liberty Warrants”), in a private placement for an aggregate purchase price of $150.0 million. The transaction closed on February 10, 2022 (the “Liberty Closing” and the transaction collectively, the “Liberty Investment”). An advisory fee is payable by Satellogic in exchange for advisory services to be provided to Satellogic from time to time until a Cessation Event (as defined in the Liberty Subscription Agreement). The advisory fee includes a warrant to purchase 2,500,000 of Satellogic’s Class A ordinary shares at an exercise price of $10.00 per share (the “Liberty Advisory Fee Warrant”), which was issued at the Liberty Closing, and for so long as a Cessation Event has not occurred, $1.25 million to be paid in cash on the 18-month anniversary of the Liberty Closing and on the last day (or, if not a business day, the immediately following business day) of each of the following five successive three-month anniversaries of such 18-month anniversary (each, an “Advisory Fee Cash Payment” and together, the “Advisory Fee Cash Payments”), representing an aggregate of up to $7.5 million in Advisory Fee Cash Payments. The Liberty Advisory Fee Warrant became exercisable as of and from February 10, 2023, and will expire on the fifth anniversary of the Liberty Closing (i.e., February 10, 2027). The Liberty Advisory Fee Warrant is subject to substantially the same terms as the Liberty Warrants. Transaction Fees On January 18, 2022, CF V, Satellogic and CF&Co. entered into the CF Fee Letter, pursuant to which Satellogic agreed to pay cash of $5.0 million and issue an aggregate of 2,058,229 of Satellogic’s Class A ordinary shares in payment of certain Merger-related transaction fees. Such payments were made on the Closing Date. Company Stockholders In connection with the Merger Transaction: • the common stock and preferred stock of Nettar that were issued and outstanding immediately prior to the Merger were automatically canceled and ceased to exist in exchange for Satellogic’s Class A ordinary shares, as determined in accordance with the Merger Agreement; • all Convertible Notes of Nettar converted into Nettar Preferred Shares which were exchanged for shares of Satellogic’s Class A ordinary shares as determined in the Merger Agreement; • all options to purchase common stock of Nettar were assumed by the Company and became options to purchase Satellogic’s Class A ordinary shares as determined in accordance with the Merger Agreement; • the Columbia Warrant (as defined below) outstanding immediately prior to the Merger became exercisable for that number of Satellogic’s Class A ordinary shares as determined in accordance with the Merger Agreement. The following table illustrates the shares issued to our stockholders after giving effect to the 3.3028 Exchange Ratio in accordance with the transactions contemplated by the Merger Agreement as of the Closing Date and the issuance of shares pursuant to the transactions described above: Company stockholders Shares Class A stockholders immediately prior to merger 17,215,336 Series A preferred stockholders 7,968,316 Series B preferred stockholders 4,597,928 Series B-1 preferred stockholders 2,171,399 2018 convertible noteholders 5,581,416 2019 convertible noteholders 7,846,333 2020 convertible noteholders 4,553,205 Redeemable Series X preferred stockholders 2,140,340 Liberty investors 20,000,000 PIPE investors 5,816,770 Shares issued for Cantor loan repayment 788,021 Shares issued to Sponsor under Forward Purchase Securities Agreement 1,250,000 Issuance of shares for transaction fees 2,058,229 CF V shares 6,837,354 88,824,647 |
Revenue from Contract with Cust
Revenue from Contract with Customers | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from Contract with Customers | Revenue from Contracts with CustomersDuring the year ended December 31, 2022, we recognized revenue of $6.0 million, of which $1.6 million was recognized over time and $4.4 million was recognized at a point-in-time. During the year ended December 31, 2021, we recognized revenue of $4.2 million, of which $3.8 million was recognized over time and $0.4 million was recognized at a point-in-time. We did not recognize any revenue in 2020. Information about our revenue by geography is as follows: Year Ended December 31, 2022 2021 Revenue by geography (1) Asia Pacific $ 1,531 $ 3,988 North America 3,438 201 Other 1,043 58 Total revenue $ 6,012 $ 4,247 (1) Revenue by geography is based on the geographical location of the customer. Two customers each accounted for more than 10% of our revenue totaling $4.8 million for the year ended December 31, 2022. One customer accounted for more than 10% of our revenue totaling $3.9 million for the year ended December 31, 2021. Contract Liabilities and Remaining Performance Obligations Our contract liabilities consist of payments received from customers, or such consideration contractually due, in advance of providing the relevant satellite imagery or related service. Amounts included in Contract liabilities are as follows: December 31, 2022 2021 Non-current $ 1,000 $ 1,000 Current 1,941 935 Total $ 2,941 $ 1,935 During the year ended December 31, 2022, we recognized revenue of $0.9 million that was included as a Contract liability as of December 31, 2021. During the year ended December 31, 2021, we recognized revenue of $0.5 million that was included as a Contract liability as of December 31, 2020. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. The following table represents the total transaction price for the remaining performance obligations as of December 31, 2022 related to non-cancellable contracts longer than 12 months in duration that is expected to be recognized over future periods. Within 1 Year Years 1-2 Years 2-3 Thereafter Remaining performance obligations $ 6,422 $ 11,296 $ 3,860 $ — |
Warrant Liabilities
Warrant Liabilities | 12 Months Ended |
Dec. 31, 2022 | |
Other Liabilities Disclosure [Abstract] | |
Warrant Liabilities | Warrant Liabilities Liberty Warrants and Liberty Advisory Fee Warrant PIPE Warrant Columbia Warrant $8.63 Warrants Total Warrant Liabilities As of December 31, 2021 $ — $ — $ 143,237 $ — $ 143,237 Warrants issued $ 30,853 $ 1,312 $ — $ 4,872 $ 37,037 Change in fair value of financial instruments (24,662) (1,001) (18,635) (2,702) (47,000) Write-off of deferred costs — — 203 — 203 Settlements — — — (337) (337) Reclassification to equity — — (124,805) — (124,805) As of December 31, 2022 $ 6,191 $ 311 $ — $ 1,833 $ 8,335 Liberty Warrants and Liberty Advisory Fee Warrant The Liberty Warrants and the Liberty Advisory Fee Warrant were initially recognized as a liability with a fair value of $30.9 million. The Liberty Warrants and the Liberty Advisory Fee Warrant remain unexercised and were remeasured to fair value of $6.2 million as of December 31, 2022. PIPE Warrant The PIPE Warrant was initially recognized as a liability with a fair value of $1.3 million. The PIPE Warrant remains unexercised and was remeasured to fair value of $0.3 million as of December 31, 2022. Columbia Warrant In March 2021, we issued a warrant to purchase up to 15,931,360 shares of our common stock (“Columbia Warrant”) at an exercise price of $2.51635975 per share, or an aggregate of $40.1 million, in connection with the loan agreement between us and Columbia River Investment Limited (“Columbia”). The Columbia Warrant is exercisable the earlier of 25 years from the effective date or the date in which the warrant is exercised in full. The Columbia Warrant was initially recognized on March 8, 2021 as a liability with a fair value of $161.2 million, and was remeasured to a fair value of $143.2 million as of December 31, 2021. We recognized a gain from the remeasurement of the Columbia Warrant of $18.6 million for the year ended December 31, 2022. The fair value of the Columbia Warrant of $124.8 million was reclassified to additional paid-in capital in connection with the Merger. $8.63 Warrants In connection with the Merger, we entered into an Assignment, Assumption and Amendment Agreement (the “Amended Warrant Agreement”), dated January 25, 2022, with the Sponsor and CF V that amends the Warrant Agreement (the “Existing Warrant Agreement”), dated January 28, 2021. Pursuant to the Existing Warrant Agreement, we issued Public Warrants to purchase 8,333,333 Class A ordinary shares and 200,000 private placement Warrants. Additionally, we agreed to issue the Forward Purchase Warrant to purchase 333,333 Class A ordinary shares pursuant to the Amended and Restated Forward Purchase Agreement (together, with the Public Warrants and the private placement Warrants, the “$8.63 Warrants”). All of the $8.63 Warrants are governed by the Existing Warrant Agreement. The $8.63 Warrants became exercisable 30 days after the Closing Date, or February 25, 2022, and will expire five years after the Closing Date (January 25, 2027), or earlier upon redemption or liquidation. The $8.63 Warrants were initially recognized as a liability with a fair value of $4.9 million. On April 1, 2022, we determined pursuant to a warrant agreement executed by CF V on January 28, 2021, as modified and assumed by an assignment and assumption agreement executed on January 25, 2022, that the warrant price with respect to the warrants issued and outstanding was adjusted from $11.50 to $8.63 and the redemption price was adjusted from $18.00 to $13.50. Public Warrants to purchase 613,111 Class A ordinary shares were exercised during the year ended December 31, 2022. |
Earnout Liabilities
Earnout Liabilities | 12 Months Ended |
Dec. 31, 2022 | |
Earnout Liability [Abstract] | |
Earnout Liabilities | Earnout Liabilities Sponsor Earnout Forfeiture Earnout Total Earnout Liabilities As of December 31, 2021 $ — $ — $ — Additions $ 8,022 $ 6,135 $ 14,157 Change in fair value of financial instruments (6,669) (5,130) (11,799) Reclassification to equity — (1,005) (1,005) As of December 31, 2022 $ 1,353 $ — $ 1,353 Sponsor Earnout Pursuant to that certain Sponsor Support Agreement, dated as of July 5, 2021, by and among us, the Sponsor and Nettar, the Sponsor has agreed that during the period between the Closing and the five-year anniversary of the Closing, the Sponsor shall not sell, transfer or otherwise dispose of Class A ordinary shares equal to 1,869,000 less 30% of Forfeiture Escrow Shares retired and canceled (“Sponsor Earnout”). The Sponsor Earnout is subject to potential forfeiture to us for no consideration until the occurrence of each tranche’s respective earnout triggering event. The earnout triggering events related to achieving a closing price at or above $12.50, $15.00 and $20.00 per share, respectively, for any 10 trading days over a 20 trading day period were not satisfied during the year ended December 31, 2022. As a result, the 1,775,962 Class A ordinary shares were not vested and are subject to transfer restrictions and contingent forfeiture provisions. The estimated fair value of the Sponsor Earnout liability is based on a Monte Carlo simulation valuation model using a distribution of potential outcomes on a semi-annual basis over the earnout period, using the most reliable information available. Assumptions used in the valuation are as follows: January 25, December 31, 2022 2022 Expected term (in years) 5.00 4.07 Dividend yield (%) — — Expected volatility 30 % 50.4 % Risk-free interest rate 1.6 % 4.1 % Expected number of shares 1,842,759 1,775,962 Forfeiture Earnout In connection with the closing of the Merger (the “Closing”), we delivered 310,127 shares of our Class A ordinary shares to an escrow account (“Forfeiture Escrow Shares”). The Forfeiture Escrow Shares were held in escrow for a 30-day adjustment period subsequent to the Closing Date, subject to forfeiture, depending on the VWAP. If the VWAP during the adjustment period was $10.00 or more, all Forfeiture Escrow Shares would be released. For the five-year period following the adjustment period, if the closing price of the shares on the principal exchange or securities market on which such securities are listed or quoted is at or above $15.00 for 10 out of 20 trading days, which do not have to be consecutive, the stockholders will have the right to receive their respective portions of shares back. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment Property and equipment, net consists of the following: Estimated Useful Life (in years) December 31, 2022 2021 Satellites in orbit 3 $ 54,370 $ 43,716 Satellites under construction Not applicable 22,194 10,558 Leasehold improvements 5-10 6,433 769 Other property and equipment 3-10 4,146 2,138 Total property and equipment 87,143 57,181 Less: Accumulated depreciation (39,162) (24,651) Property and equipment, net $ 47,981 $ 32,530 Provisions for depreciation are based on estimated useful lives of the assets using the straight-line method. Information related to our property and equipment and operating lease ROU assets by geography is as follows: December 31, 2022 2021 Uruguay $ 43,134 $ 33,208 Argentina 1,346 1,250 Spain 729 791 Netherlands 9,471 — Other countries 1,472 236 Total (1) (2) (3) $ 56,152 $ 35,485 (1) Non-current assets include property and equipment, net and operating lease right-of-use assets. (2) The presentation in the table above is based on the geographic location of the entity that holds the assets. (3) We do not have any non-current assets in the country of incorporation of the holding company. |
Additional Financial Statement
Additional Financial Statement Information | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Additional Financial Statement Information | Additional Financial Statement Information Prepaid Expenses and Other Current Assets December 31, 2022 2021 Prepaid expenses and other current assets Prepaid expenses $ 1,767 $ 1,153 Advances to suppliers 588 829 Other current assets 843 713 Total $ 3,198 $ 2,695 Accrued Expenses and Other Liabilities December 31, 2022 2021 Accrued expenses and other liabilities Accrued professional fees related to Merger (1) $ — $ 16,263 Provisions 71 2,934 Payroll and benefits payable 3,289 2,545 Other taxes payable 3,128 2,045 Other 451 2,200 Total $ 6,939 $ 25,987 Total current $ 6,417 $ 23,435 Total non-current $ 522 $ 2,552 (1) Refer to Note 4 (Reverse Recapitalization) for further details on the Merger. Finance Costs, Net Year Ended December 31, 2022 2021 2020 Finance costs, net Interest expense $ (1,596) $ (8,729) $ (43) Redeemable Series X preferred stock dividends (97) (974) — Other finance costs (123) (71) — Interest income 1,164 36 78 Total $ (652) $ (9,738) $ 35 |
Income Tax
Income Tax | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Tax | Income TaxWe are incorporated in the BVI. See Item 10.E, “BVI Taxation,” for a description of considerations applicable to BVI taxation. Our operations are conducted through various subsidiaries in a number of countries throughout the world with significant operations in Uruguay, where we operate in a free trade zone. Consequently, income tax has been provided based on the laws and tax rates in effect in the countries in which operations are conducted or in which our subsidiaries are considered resident for corporate income tax purposes, including Argentina, China, Israel, the Netherlands, Spain, Uruguay, and the United States. Our provision for (benefit from) income tax for the years ended December 31, 2022, 2021 and 2020 is as follows: Year Ended December 31, 2022 2021 2020 Current $ 2,972 $ 1,387 $ 186 Deferred 1,601 (1,619) (38) Total provision for (benefit from) income tax $ 4,573 $ (232) $ 148 We maintain the exception under ASC 740-270-30-36(b), Accounting for Income Taxes , for jurisdictions that do not have reliable estimates of income. As of December 31, 2022, we have gross unrecognized tax benefits of $3.9 million, exclusive of interest and penalties. If recognized, $2.0 million would reduce our effective tax rate. If applicable, we accrue interest and penalties related to uncertain tax positions as a component of the income tax provision. A reconciliation of the beginning and ending amounts of our gross unrecognized tax benefits is as follows. Year Ended December 31, 2022 Balance at January 1 $ — Increases (decreases) in tax positions related to the current period — Increases (decreases) in tax positions related to prior periods 3,889 Increases (decreases) related to prior year tax positions as a result of lapse of statute — Balance at December 31 $ 3,889 We did not have any unrecognized tax benefits in 2021 or 2020. The BVI does not impose an income tax. Our provision for (benefit from) income tax differed from the 0% tax rate imposed in the BVI due to the following items for the years ended December 31, 2022, 2021 and 2020: Year Ended December 31, 2022 2021 2020 Loss before income tax $ (32,068) $ (96,537) $ (21,381) Provision for (benefit from) income tax at weighted-average statutory rates — — — U.S. state and local income tax, net of federal benefit (3) 5 (4) U.S. foreign-derived intangible income deduction (141) (200) — Argentina Tax Inflation Adjustment 239 (381) (198) Change in valuation allowances 4,283 3,648 1,198 Uncertain tax positions 2,293 — — Change in carryforward attributes (1,740) — — Effect of rates different than statutory (423) (3,300) (828) Tax credits (112) — — Other 177 (4) (20) Total $ 4,573 $ (232) $ 148 The change in the effective tax rate from December 31, 2021 to December 31, 2022 is primarily related to management’s decision to record a full valuation allowance on deferred tax assets on a worldwide basis due to the consolidated three-year cumulative loss position. Deferred tax assets and liabilities as of December 31, 2022 and 2021 consisted of the following: December 31, 2022 2021 Deferred income tax assets: Stock-based compensation $ 3,023 $ 2,053 Bad debt expense 415 407 Deferred financing costs 806 — Other 193 419 Net operating loss carryforwards 1,365 6,245 Total deferred income tax assets 5,802 9,124 Valuation allowance (5,802) (7,484) Total deferred income tax assets (liabilities), net $ — $ 1,640 The assessment of the realizability of the deferred income tax assets is based on all available positive and negative evidence. Such evidence includes, but is not limited to, recent cumulative earnings or losses at the worldwide consolidated level, expectations of future taxable income by taxing jurisdiction, and the carry-forward periods available for the utilization of deferred income tax assets. The assessment of the recoverability of deferred income tax assets will not change until there is sufficient evidence to support their realizability. Below is a summary of our estimated loss and tax credit carryforwards at December 31, 2022. Our tax attributes are subject to limitations on utilization due to historic ownership changes and may be subject to future limitations upon subsequent change of control, as defined by the Internal Revenue Code Sections 382 and 383. Net Operating Loss Expiration Gross Amount Carried Forward Net Amount Recognized as of December 31, 2022 Argentina December 31, 2023 - December 31, 2027 $ 7,864 $ — Netherlands Indefinite 2,856 — China December 31, 2026 - December 31, 2027 2,258 — United States Indefinite 280 — Uruguay December 31, 2026 - December 31, 2027 19 — As of December 31, 2022 and 2021, we had $13.3 million and $20.9 million of net operating loss (“NOL”) carryforwards, respectively. In the normal course of business, we are subject to examination by taxing authorities. Tax years vary by jurisdiction, ranging from 2017 to 2022 remaining open for examination. |
Stockholder's Equity (Deficit)
Stockholder's Equity (Deficit) | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Stockholder's Equity (Deficit) | Stockholders’ Equity (Deficit) Reverse Recapitalization The Consolidated Statements of Redeemable Preferred Stock and Stockholders’ Equity (Deficit) reflect the Merger and reverse recapitalization as of January 2022 as discussed in Note 4 (Reverse Recapitalization). Since Satellogic Inc. was determined to be the accounting acquirer in the reverse recapitalization, all periods prior to the consummation of the Merger reflect the balances and activity of Satellogic Inc. (other than shares which were retroactively restated in connection with the Merger). Preferred Stock Prior to the Merger, our authorized and issued preferred stock consisted of the following: Authorized Shares (prior to Merger) Issued and Outstanding Shares (as of December 31, 2021) Series A preferred stock 4,723,330 2,547,330 Series B preferred stock 3,117,915 1,392,131 Series B-1 preferred stock 899,153 672,524 Total preferred stock 8,740,398 4,611,985 In connection with the Merger, all shares of preferred stock were converted to shares of Class A ordinary shares. Preferred Stockholder Transaction In March 2021, we signed an Exchange Agreement (the “Exchange Agreement”) in conjunction with a Loan and Security Agreement and warrant with Columbia River Investment Limited, a holder of preferred stock and convertible notes (the “Investor”), requiring the Investor to sell back to us all its outstanding shares and Notes debt (as part of the sale of such notes to Nettar. For further discussion of the Notes, see Note 17 (Debt). The Columbia Warrant was initially recognized as a liability. The fair value of the Columbia Warrant was reclassified to additional paid-in capital in connection with the Merger. See Note 6 (Warrant Liabilities) for further information relating to the Columbia Warrant. Common Stock Our registration statement was filed on May 2, 2022 and was declared effective on May 9, 2022. We are authorized to issue unlimited Class A ordinary shares with a par value of $0.0001 per share. Holders of Class A ordinary shares are entitled to one vote for each share. As of December 31, 2022, there were 75,612,795 Class A ordinary shares issued and outstanding. In addition, we are authorized to issue unlimited Class B ordinary shares with a par value of $0.0001 per share. Holders of Class B ordinary shares are entitled to 1.472467906 votes per share. Satellogic’s founder and Chief Executive Officer owns 13,582,642 Class B ordinary shares, representing 100% of the voting power of the Class B ordinary shares and 20.9% of the voting power of Satellogic’s common stock. Holders of Class B ordinary shares have a number of votes per share equal to the number of votes controlled by the Liberty Investor. Class B ordinary shares will automatically convert to Class A ordinary shares at the five-year anniversary of the Closing Date unless otherwise converted, generally at the holder’s option. Treasury Stock On February 14, 2022, our board of directors approved an initial $5 million share repurchase program. Repurchases under the program may be made in the open market, in privately negotiated transactions or otherwise, with the timing of repurchases depending on market conditions. We repurchased 516,123 Class A ordinary shares for $2.7 million during the year ended December 31, 2022. |
Stock-based Compensation
Stock-based Compensation | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-based Compensation | Stock-based Compensation Our employees, including senior executives, receive incentives in the form of stock options and RSUs, whereby employees render services as consideration for equity instruments (equity-settled transactions). On the Closing Date, we established the 2021 Incentive Compensation Plan (the “2021 Plan”) under which RSUs were issued during the year ended December 31, 2022. The 2021 Plan provides for the grant options, stock appreciation rights, restricted stock awards, RSUs, shares granted as a bonus or in lieu of another award, dividend equivalents, or other stock-based awards or performance awards at the discretion of a board-elected committee. We also maintain our 2015 Share Plan as amended (the “2015 Plan”) under which stock-based option awards were issued or modified. The options were typically granted with a four-year vesting term and a maximum contractual term of 10 years. As of December 31, 2022, no further awards have or shall be granted under the 2015 Share Plan. There were no options granted during the year ended December 31, 2022. A summary of stock option activity for the year ended December 31, 2022 is as follows: Number Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (years) Intrinsic Value (in thousands) Balance as of December 31, 2021 6,864,563 $2.05 2.36 Granted — — Forfeited (574,299) 4.56 Exercised (102,825) 1.12 Expired (120,126) 2.60 Outstanding at December 31, 2022 6,067,313 $1.83 2.07 $ 10,818 Exercisable at December 31, 2022 4,449,152 $1.31 1.92 $ 8,832 The total intrinsic value of options exercised during the years ended December 31, 2022, 2021 and 2020 was $75 thousand, $23.9 million and $9.7 million , respectively. The number of options exercised is net of 17,376 options forfeited for payment of withholding taxes. The following table lists the inputs used under the Black-Scholes model for stock-option awards during the years ended December 31, 2022, 2021, and 2020, respectively: Year Ended December 31, 2022 2021 2020 Weighted-average fair value of options at the measurement date (grant date) $ — $ 23.36 $ 6.31 Dividend yield (%) — — — Expected volatility (%) — % 61 - 72 59 - 61 Risk-free interest rate (%) — % 0.5 - 1.4 0.4 - 0.5 Weighted average share price $ — $ 6.79 $ 2.75 As further detailed in Note 4 (Reverse Recapitalization), all options to purchase the predecessor common stock were assumed by Satellogic Inc., the new listed company, and became options to purchase Class A ordinary shares of Satellogic Inc., as determined in accordance with the Merger Agreement. There were no other material cancellations or modifications to the granted awards for the years ended December 31, 2022, 2021, and 2020. A summary of RSU activity for the year ended December 31, 2022 is as follows: Number Intrinsic Value (in thousands) Outstanding unvested RSUs at December 31, 2021 — Granted during the year 1,640,496 Forfeited during the year (60,823) Vested during the year (120,393) Expired during the year — Outstanding unvested RSUs at December 31, 2022 1,459,280 $1,940 The weighted-average exercise price of RSUs at December 31, 2022 was $4.38. The number of shares vested is net of 56,649 options forfeited for payment of withholding taxes. As of December 31, 2022, unrecognized stock-based compensation cost related to outstanding options and RSUs that are expected to vest was $3.2 million and $5.4 million, respectively, which is expected to be recognized over a weighted-average period of 1.42 years and 1.44 years, respectively. Stock-based Compensation Expense Total employee and non-employee stock-based compensation expense for the years ended December 31, 2022, 2021, and 2020 was classified in the Consolidated Statements of Operations and Comprehensive Loss as follows: Year Ended December 31, 2022 2021 2020 General and administrative expenses $ 2,406 $ 5,274 $ 1,235 Research and development 3,631 1,968 382 Other operating expenses 2,331 3,639 115 Total $ 8,368 $ 10,881 $ 1,732 |
Redeemable Preferred Stock
Redeemable Preferred Stock | 12 Months Ended |
Dec. 31, 2022 | |
Temporary Equity Disclosure [Abstract] | |
Redeemable Preferred Stock | Redeemable Preferred Stock Reverse Recapitalization The redeemable Series X preferred stock, par value of $0.0001, carried an annual 7% cumulative dividend, payable upon a liquidation, dissolution, winding up or, upon the election of the stockholders, upon redemption. Due to the contractual provisions of the redeemable Series X preferred stock, the Series X preferred stock was accounted for as mezzanine equity. Upon Closing, we canceled and converted all 2,033,230 shares of issued and outstanding redeemable Series X preferred stock and preferred dividends amounting to $21.4 million into 2,140,340 shares of Satellogic Class A ordinary shares, based on the conversion price of $10.00 per share, at the time the Merger became effective. As of December 31, 2022, there were no issued and outstanding shares of redeemable Series X preferred stock. |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Net Loss Per Share The weighted-average number of shares of common stock outstanding prior to the Merger have been retroactively adjusted by the Exchange Ratio of 3.3028 (“Exchange Ratio”) to give effect to the reverse recapitalization treatment of the Merger. Shares of common stock issued as a result of redeemable Series X preferred stock and the conversion of shares of preferred stock outstanding pre-Merger in connection with the Closing have been included in the basic net loss per share calculation on a prospective basis. Diluted loss per share considers the impact of potentially dilutive securities. We identified financial instruments that qualify as potential common shares: (i) the share-based options awards described in Note 12 (Stock-based Compensation), (ii) the warrants described in Note 6 (Warrant Liabilities), and (iii) the earnout liabilities described in Note 7 (Earnout Liabilities). With the exception of the Columbia Warrant, each of these potential common shares are antidilutive since their conversion to common shares would decrease loss per share from continuing operations. The Columbia Warrant was dilutive due to the change in fair value of financial instruments during the years ended December 31, 2022 and 2021. Basic and diluted net loss per share attributable to common stockholders is calculated as follows: Year Ended December 31, 2022 2021 2020 Net loss attributable to common stockholders $ (36,641) $ (96,305) $ (21,529) Basic weighted-average common shares outstanding (1) 83,188,276 16,655,634 16,029,826 Basic loss per share for the period attributable to common stockholders $ (0.44) $ (5.78) $ (1.34) Effect of dilutive securities: Adjustment to numerator - Change in fair value of Columbia Warrant liability $ (18,635) $ — $ — Dilutive numerator $ (55,276) $ (96,305) $ (21,529) Columbia Warrant 609,873 — — Diluted weighted-average common shares outstanding 83,798,149 16,655,634 16,029,826 Diluted loss per share for the period attributable to common stockholders $ (0.66) $ (5.78) $ (1.34) 1 After applying the 3.3028 Exchange Ratio as described in Note 4 (Reverse Recapitalization). Additionally, the following securities were not included in the computation of diluted shares outstanding because the effect would have been anti-dilutive: Year Ended December 31, 2022 2021 2020 Warrants 49,184,868 15,931,360 — Sponsor earnout shares 1,775,962 — — Stock options 6,067,313 6,864,563 4,694,314 Restricted stock units 1,459,280 — — Redeemable convertible preferred stock — 6,645,215 8,740,398 Total 58,487,423 29,441,138 13,434,712 |
Fair Value Measurements and Fin
Fair Value Measurements and Financial Instruments | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements and Financial Instruments | Fair Value Measurements and Financial Instruments The following tables provide the fair value measurement hierarchy of our assets and liabilities: As of December 31, 2022 Fair value measurement using Financial instruments Quoted prices Significant Significant $8.63 Warrants liability $ 1,833 $ — $ — PIPE Warrant liability — — 311 Liberty Warrants and Liberty Advisory Fee Warrant liability — — 6,191 Total Warrant Liabilities $ 1,833 $ — $ 6,502 Sponsor Earnout liability $ — $ — $ 1,353 As of December 31, 2021 Fair value measurement using Financial instruments Quoted prices Significant Significant Liabilities measured at fair value Cantor Loan $ — $ — $ 7,522 Columbia Warrant liability — — 143,237 Liabilities for which fair values are disclosed Notes $ — $ 180,356 $ — Promissory notes — 40,925 — The following methods and assumptions were used to estimate the fair values: • The carrying values of cash and cash equivalents, restricted cash, accounts receivable, prepaid expenses and other current assets, accounts payable, and accrued expenses and other liabilities are considered to approximate their fair values due to the short-term nature of these items. • The fair values of the PIPE Warrant, the Liberty Warrants and Liberty Advisory Fee Warrant, and the Columbia Warrant have been estimated using the Black-Scholes model. • The fair value of the Sponsor Earnout has been estimated using the Monte Carlo model. • The fair values of the $8.63 Warrants were determined using the quoted prices in the active warrant market. • The carrying value of operating lease liabilities is calculated as the present value of lease payments, discounted at its incremental borrowing rate at the lease commencement date. We consider that the incremental borrowing rate remained unchanged, therefore the carrying amount of operating lease liabilities approximates its fair value. • The fair value of the Cantor Loan was determined by using the “with” method. At each measurement date, we valued the Cantor Loan with the make-whole premium. The difference between the aggregate fair value of the Cantor Loan and the unpaid principal balance was $22 thousand at December 31, 2021. • The fair value of the Notes debt is determined by using the “with” and “without” method. As of each measurement date, we first valued the Notes with the conversion options in certain scenarios (the “with” scenario) and subsequently valued the Notes without the conversion options (the “without” scenario). The difference between the fair values of the Notes in the “with” and “without” was de minimis at each measurement date. Changes in the fair value of Level 3 liabilities during the years ended December 31, 2022 and 2021 were as follows: Liberty Warrants and Liberty Advisory Fee Warrant PIPE Warrant Columbia Warrant Sponsor Earnout Forfeiture Earnout Cantor Loan At January 1, 2021 $ — $ — $ — $ — $ — $ — Issues — — 161,432 — — 7,513 Remeasurement (gain)/loss (1) — — (17,992) — — 9 Amortization of deferred costs — — (203) — — — At December 31, 2021 — — 143,237 — — 7,522 Issues 30,853 1,312 — 8,022 6,135 — Remeasurement (gain)/loss (1) (24,662) (1,001) (18,635) (6,669) (5,130) 488 Write-off of deferred costs — — 203 — — — Settlements (2) — — (124,805) — (1,005) (8,010) At December 31, 2022 $ 6,191 $ 311 $ — $ 1,353 $ — $ — (1) Recognized in the Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2022 and 2021, respectively. (2) These liabilities were settled in connection with the Merger. See Note 4 (Recapitalization Transaction). There were no transfers between Level 1 and Level 2 during the years ended December 31, 2022 or 2021. |
Related Parties
Related Parties | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Parties | Related Parties We had convertible notes with certain related parties at December 31, 2021. The convertible notes were settled in connection with the Merger. See Note 4 (Recapitalization Transaction). The following table provides the balances owed and associated finance costs as follows: December 31, 2022 2021 2020 Convertible notes debt from related parties Amounts owed to related parties $ — $ 13,028 $ — Interest expense $ 554 $ 620 $ 591 There are no sales or purchases transactions with entities with significant influence over us or our key management personnel. See description of transactions with CF&Co and Liberty Investment as part of the Merger Transaction described in Note 4 ( Reverse Recapitalization). We made purchases totaling $456 from our equity method investee, OS, during the period beginning on the investment date to December 31, 2022. See Note 21 (Equity Method Investment). |
Debt
Debt | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Debt | Debt There was no debt as of December 31, 2022. Debt as of December 31, 2021 is as follows: December 31, 2018 Convertible Notes $ 19,862 2019 Convertible Notes 27,498 2020 Convertible Notes 15,294 Cantor Loan 7,522 Columbia Loan 38,297 Total debt 108,473 Less deferred financing costs — Total debt less deferred financing fees 108,473 Less: Current portion — Total non-current debt, net of deferred financing fees $ 108,473 Convertible Notes In April 2021, we and our 2018 and 2019 convertible note holders agreed to extend the maturity date of the 2018 and 2019 convertible notes from April and September 2021, respectively, to April 2022, and recognized a loss on extinguishment of debt of $37,216 on the Consolidated Statements of Operations and Comprehensive Loss for the year ended December 31, 2021. On January 25, 2022, the convertible notes were converted into 17,980,954 Class A ordinary shares. See Note 4 (Reverse Recapitalization). Cantor Loan In December 2021, we entered into the Cantor Loan. As we elected to account for the Cantor Loan using the fair value opti on at inception, changes in fair value recognized through subsequent remeasurements were recorded in the Consolidated Statements of Operations and Comprehensive Loss at each reporting period. Pursuant to the Promissory Note Waiver Letter, the Company repaid the Cantor Loan, including all principal and interest, by the issuance of 788,021 Class A ordinary shares. Such repayment occurred on the Closing Date. The Promissory Note Waiver Letter included a provision where in the event the VWAP is less than $10.00 per Class A ordinary share, CF&Co. will be entitled to receive a certain number of additional Class A ordinary shares (the “Cantor Loan Additional Shares”), up to a maximum of 197,005 Cantor Loan Additional Shares (if the Adjustment Period VWAP, as defined in the Promissory Note Waiver Letter, is less than or equal to $8.00 per share). We extinguished the remaining Cantor Loan liability through the issuance of 26,050 Cantor Loan Additional Shares on May 9, 2022 pursuant to the terms of the Promissory Note Waiver Letter. Columbia Loan On March 8, 2021, we signed an Exchange Agreement in conjunction with a Loan and Security Agreement and warrant with Columbia, a holder of Series A, Series B and Series B-1 preferred shares and convertible notes. The Exchange Agreement requires Columbia to sell back to us all its outstanding shares and Notes debt, in exchange for a loan and security interest in the principal amount of $40.1 million (the “Columbia Loan”), which represented the outstanding balance of the notes including unpaid accrued interest, in exchange for the Columbia Warrant. In connection with the Merger and as provided in the Exchange Agreement, we reacquired treasury stock having a fair value of $170.9 million, the Columbia Loan was settled and t he fair value of the Columbia Warrant of $124.8 million was reclassified to additional |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Leases | Leases We have operating leases for property and equipment. Lease terms range from two years to 10 years. Changes in our operating lease ROU assets carrying amounts were as follows: December 31, 2022 2021 Balance as of beginning of period $ 2,955 $ 1,403 Lease expense (1,701) (494) Foreign exchange differences 115 (48) Additions 7,171 2,119 Disposals (322) — Transfers (47) (25) Balance as of end of period $ 8,171 $ 2,955 Changes in our operating lease liabilities carrying amounts were as follows: December 31, 2022 2021 Balance as of beginning of period $ 3,068 $ 1,415 Additions to operating lease liabilities 7,171 2,119 Lease expense 314 54 Foreign exchange differences (293) (48) Disposals (329) — Payments (1,692) (472) Balance as of end of period $ 8,239 $ 3,068 Total current $ 2,176 $ 985 Total non-current 6,063 2,083 We recognized in the Consolidated Statements of Operations and Comprehensive Loss the following expenses related to our operating leases for the years ended December 31, 2022, 2021 and 2020: Year Ended December 31, 2022 2021 2020 Right-of-use assets $ 1,701 $ 494 $ 247 Operating lease liabilities 314 54 51 Total lease expense $ 2,015 $ 548 $ 298 The amounts of future undiscounted cash flows related to the lease payments over the lease term and the reconciliation to the present value of the operating lease liabilities at December 31, 2022 is as follows: Operating leases Years Ended 2023 $ 2,484 2024 2,235 2025 824 2026 603 2027 and thereafter 3,166 Total remaining lease payments 9,312 Less imputed interest (1,073) Present value of lease liability $ 8,239 Total current $ 2,176 Total non-current $ 6,063 The weighted-average remaining years for the operating leases are 5.66. The weighted-average discount rate for operating leases is 4.6%. |
Adoption of U.S. GAAP
Adoption of U.S. GAAP | 12 Months Ended |
Dec. 31, 2022 | |
Adoption of U.S. GAAP [Abstract] | |
Adoption of U.S. GAAP | Accounting Standards Updates (“ASU”) Accounting Standards Recently Adopted In May 2021, the FASB issued ASU 2021-04, Earnings per Share (Topic 260), Debt-Modifications and Extinguishments (Subtopic 470-50), Compensation-Stock Compensation (Topic 718), and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40) , which clarifies and reduces diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options (for example, warrants) that remain equity classified upon modification or exchange. This ASU is effective for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. An entity applies the amendments prospectively to modifications or exchanges occurring on or after the effective date of the amendments. We adopted this guidance as of January 1, 2022. The impact of adopting this new guidance was not material to the consolidated financial statements. In January 2020, the FASB issued ASU 2020-01, Investments—Equity Securities (Topic 321), Investments—Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815)—Clarifying the Interactions between Topic 321, Topic 323, and Topic 815 (a consensus of the Emerging Issues Task Force) , which clarifies the interaction of accounting for equity securities, investments accounted for under the equity method of accounting, and the accounting for certain forward contracts and purchase options, under the aforementioned topics. This ASU is effective for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. An entity applies the amendments prospectively to modifications or exchanges occurring on or after the effective date of the amendments. We adopted this guidance as of January 1, 2022. The impact of adopting this new guidance was not material to the consolidated financial statements. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”) which is part of the FASB’s overall simplification initiative to reduce the costs and complexity of applying accounting standards while maintaining or improving the usefulness of the information provided to users of financial statements. ASU 2019-12 simplifies accounting guidance for intra-period allocations, deferred tax liabilities, year-to-date losses in interim periods, franchise taxes, step-up in tax basis of goodwill, separate entity financial statements, and interim recognition of tax laws or rate changes. ASU 2019-12 is effective for emerging growth companies following private company adoption dates in fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022, with early adoption permitted. We adopted this guidance as of January 1, 2022. The impact of adopting this new guidance was not material to the consolidated financial statements. Accounting Standards Not Yet Adopted In June 2016, the FASB issued ASU No. 2016-13, Credit Losses - Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 requires entities to use a forward-looking approach based on current expected credit losses to estimate credit losses on certain types of financial instruments, including trade receivables, resulting in an earlier recognition of losses than under the current incurred loss approach, which requires waiting to recognize a loss until it is probable of being incurred. This standard is effective for us beginning January 1, 2023 and will be adopted using the modified retrospective transition method through a cumulative-effect adjustment to retained earnings as of the effective date. Upon adoption, the standard is expected to only impact our account for credit losses related to accounts receivable. In preparation for the adoption of the new standard, we have updated certain policies and related processes, but we do not expect the adoption of this new guidance will have a material impact on the Consolidated Financial Statements. Reconciliation of the Consolidated Statement of Operations and Comprehensive Loss for the year ended December 31, 2021: Year Ended December 31, 2021 IFRS Adjustments/ Note U.S. GAAP Revenue $ 4,247 $ — $ 4,247 Costs and expenses Cost of sales 1,876 — 1,876 General administrative expenses 36,649 (9) a, c 36,640 Research and development 9,640 (4) b 9,636 Depreciation expense 10,825 (97) b 10,728 Other operating expenses, net 14,002 — 14,002 Total costs and expenses 72,992 (110) 72,882 Operating loss (68,745) 110 (68,635) Other income (expense), net Finance costs, net (11,769) 2,031 c, d (9,738) Change in fair value of financial instruments (42,102) 60,085 d 17,983 Gain (loss) on extinguishment of debt 3,576 (40,792) d (37,216) Other income (expense), net 1,067 2 c 1,069 Total other income (expense), net (49,228) 21,326 (27,902) Loss before income tax (117,973) 21,436 (96,537) Income tax 232 — 232 Net loss available to common stockholders $ (117,741) $ 21,436 $ (96,305) Other comprehensive loss Foreign currency translation loss, net of tax (86) — (86) Comprehensive loss $ (117,827) $ 21,436 $ (96,391) Basic loss for the period attributable to common stockholders $ (7.07) $ 1.29 e $ (5.78) Basic weighted-average common shares outstanding 16,655,634 — e 16,655,634 Diluted loss for the period attributable to common stockholders $ (7.07) $ 1.29 e $ (5.78) Diluted weighted-average common shares outstanding 16,655,634 — e 16,655,634 Reconciliation of the Consolidated Statement of Operations and Comprehensive Loss for the year ended December 31, 2020: Year Ended December 31, 2020 IFRS Adjustments/ Note U.S. GAAP Revenue $ — $ — $ — Costs and expenses Cost of sales — — — General administrative expenses 8,127 (124) a, c 8,003 Research and development 5,878 46 a, b 5,924 Depreciation expense 3,182 (151) b 3,031 Other operating expenses, net 5,476 (27) a, b 5,449 Total costs and expenses 22,663 (256) 22,407 Operating loss (22,663) 256 (22,407) Other income (expense), net Finance costs, net (22) 57 c, d 35 Change in fair value of financial instruments (84,224) 93,861 d 9,637 Gain (loss) on extinguishment of debt (7,466) (1,774) d (9,240) Other income (expense), net 597 (3) c 594 Total other income (expense), net (91,115) 92,141 1,026 Loss before income tax (113,778) 92,397 (21,381) Income tax (148) — (148) Net loss available to common stockholders $ (113,926) $ 92,397 $ (21,529) Other comprehensive loss Foreign currency translation loss, net of tax — — — Comprehensive loss $ (113,926) $ 92,397 $ (21,529) Basic loss for the period attributable to common stockholders $ (7.11) $ 5.76 e $ (1.34) Basic weighted-average common shares outstanding 16,029,826 — e 16,029,826 Diluted loss for the period attributable to common stockholders $ (7.11) $ 5.76 e $ (1.34) Diluted weighted-average common shares outstanding 16,029,826 — e 16,029,826 Reconciliation of the Consolidated Balance Sheet as of December 31, 2021: IFRS Adjustments / Note U.S. GAAP ASSETS Current assets Cash and cash equivalents $ 8,533 $ — $ 8,533 Accounts receivable 1,196 — 1,196 Prepaid expenses and other current assets 2,695 — 2,695 Total current assets 12,424 — 12,424 Property and equipment, net 33,586 (1,056) b 32,530 Operating lease right-of-use assets 2,663 292 c 2,955 Deferred income tax assets 1,640 — 1,640 Other non-current assets 369 — 369 Total assets $ 50,682 $ (764) $ 49,918 LIABILITIES, REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT) Current liabilities Accounts payable $ 6,650 $ — $ 6,650 Debt 246,189 (137,716) d 108,473 Warrant liabilities — 143,237 d 143,237 Operating lease liabilities 891 94 c 985 Contract liabilities 935 — 935 Accrued expenses and other liabilities 23,435 — 23,435 Total current liabilities 278,100 5,615 283,715 Operating lease liabilities 1,908 175 c 2,083 Contract liabilities 1,000 — 1,000 Other non-current liabilities 2,552 — 2,552 Total liabilities 283,560 5,790 289,350 Redeemable preferred stock — 21,306 d 21,306 Stockholders' equity (deficit) Treasury stock (170,949) — (170,949) Additional paid-in capital 235,909 (139,438) a, d 96,471 Accumulated other comprehensive loss (86) — (86) Accumulated deficit (297,752) 111,578 (186,174) Total stockholders’ equity (deficit) (232,878) (27,860) (260,738) Total liabilities, redeemable preferred stock and stockholders' equity (deficit) $ 50,682 $ (764) $ 49,918 a. Stock-based compensation Certain awards granted by us have a service inception date preceding the grant date. Under IFRS, this resulted in the recognition of stock-based compensation expense prior to the grant date. Under U.S. GAAP, the stock-based compensation expense shall not be recognized until authorization at the grant date. The impact of this change before considering the tax effect is as follows: Year Ended December 31, (Consolidated Statement of Operations and Comprehensive Loss) 2021 2020 General and administrative expenses $ (80) $ (136) Research and development — (89) Other operating expenses — (27) Increase (decrease) to loss before income tax $ (80) $ (252) (Consolidated Balance Sheet) December 31, Additional paid-in-capital $ 542 Adjustment to accumulated deficit (542) Total liabilities, redeemable preferred stock and stockholders' equity (deficit) $ — b. Research and development Under IFRS, certain development expenditures may be capitalized. Under U.S. GAAP, all of our costs relating to R&D activities are expensed as incurred. The impact of this change before considering the tax effect is as follows: Year Ended December 31, (Consolidated Statement of Operations and Comprehensive Loss) 2021 2020 Research and development $ (4) $ 135 Depreciation expense (97) (151) Other operating expenses — — Increase (decrease) to loss before income tax $ (101) $ (16) (Consolidated Balance Sheet) December 31, Property and equipment, net $ (1,056) Total assets $ (1,056) Adjustment to accumulated deficit $ (1,056) Total liabilities, redeemable preferred stock and stockholders' equity (deficit) $ (1,056) c. Leases Under IFRS, all recognized leases are accounted for similarly to finance leases. Under U.S. GAAP, there is a dual classification on-balance sheet lease accounting model for lessees: finance and operating leases. Operating leases create a straight-line expense, and no interest expense is recognized on the lease liability. The impact of this change before considering the tax effect is as follows: Year Ended December 31, (Consolidated Statement of Operations and Comprehensive Loss) 2021 2020 General and administrative expenses $ 71 $ 12 Less: Finance costs, net (49) (57) Less: Other income, net (2) 3 Increase (decrease) to loss before income tax $ 20 $ (42) (Consolidated Balance Sheet) December 31, Operating lease right-of-use assets $ 292 Total assets $ 292 Operating lease liabilities $ 94 Non-current operating lease liabilities 175 Adjustment to accumulated deficit 23 Total liabilities, redeemable preferred stock and stockholders' equity (deficit) $ 292 d. Financial instruments Under IFRS, the redeemable Series X preferred shares and convertible notes contained conversion features that resulted in a bifurcated derivative component with changes in fair value recognized as gain or (loss). Under U.S. GAAP, the conversion features did not result in a material bifurcated embedded derivative, resulting in the elimination of the change in fair value of financial instruments, reduction in interest expense and preferred dividends expense, and increase in the gain (loss) on extinguishment of debt. Under IFRS, it was determined that the redeemable Series X preferred shares should be classified as a liability since there is a contractual obligation to deliver cash or another financial asset and certain conversion events being beyond our control. Under U.S. GAAP, it was determined that the redeemable Series X preferred shares should be classified as mezzanine equity since the shares are redeemable based on events outside of our control. Under IFRS, it was determined that the Columbia Warrant should be classified as equity since settlement would only occur by exchanging a fixed amount of cash for a fixed number of our own equity instruments. Changes in fair value are not recognized. Under U.S. GAAP, it was determined that the Columbia Warrant should be classified as a liability since the number and type of shares received could be different pre- and post- Merger. The Columbia Warrant is recorded at fair value with changes recognized in the Consolidated Statement of Operations and Comprehensive Loss. Additionally, the resulting gain (loss) on extinguishment of the amended convertible notes differed under IFRS versus U.S. GAAP. The impact of this change before considering the tax effect is as follows: Year Ended December 31, (Consolidated Statements of Operations and Comprehensive Loss) 2021 2020 Less: Finance costs, net $ (1,982) $ — Less: Change in fair value of financial instruments (60,085) (93,861) Less: Gain (Loss) on extinguishment of debt 40,792 1,774 Increase (decrease) to loss before income tax $ (21,275) $ (92,087) (Consolidated Balance Sheet) December 31, Debt $ (137,716) Redeemable Series X preferred stock 21,306 Warrant liability 143,237 Additional paid-in capital (139,980) Adjustment to accumulated deficit 113,153 Total liabilities, redeemable preferred stock and stockholders' equity (deficit) $ — e. Net loss per share The change in net loss in the adoption of U.S. GAAP as described in items a-d above impacted net loss per share as follows: Year Ended December 31, 2021 2020 Net loss attributable to common stockholders $ (96,305) $ (21,529) Basic weighted-average common shares outstanding (1) 16,655,634 16,029,826 Basic loss per share for the period attributable to common stockholders $ (5.78) $ (1.34) Dilutive numerator $ (96,305) $ (21,529) Diluted weighted-average common shares outstanding 16,655,634 16,029,826 Diluted loss per share for the period attributable to common stockholders $ (5.78) $ (1.34) (1) After applying the 3.3028 Exchange Ratio as described in Note 4 (Reverse Recapitalization). |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Contingencies We may be named from time to time as a party to lawsuits arising in the ordinary course of business related to its sales, marketing, and the provision of its services and equipment. Litigation and contingency accruals are based on our assessment, including advice of legal counsel, regarding the expected outcome of litigation or other dispute resolution proceedings. If we determine that an unfavorable outcome is probable and can be reasonably assessed, we establish the necessary accruals. As of December 31, 2022 and December 31, 2021, we are not aware of any contingent liabilities that should be reflected in the Consolidated Financial Statements. |
Equity Method Investment
Equity Method Investment | 12 Months Ended |
Dec. 31, 2022 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method Investment | Equity Method InvestmentOn May 6, 2022, we entered into an Investment Agreement with OS, a company engaged in the design and production of telescopes and opto-mechanical and aerospace instrumentation for ground and space-based applications, to purchase 5% of OS’s outstanding common shares for $3.7 million. Additionally, OS issued 524,715 stock warrants to us, giving us the right to convert each warrant into a single common share over a period of up to 36 months. Emiliano Kargieman, our Chief Executive Officer, was appointed to OS’s board of directors. The investment was completed on September 30, 2022. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent EventsOn March 8, 2023, we filed an amendment to our memorandum and articles of association. The amendment updated the voting multiplier for our Class B shares from 1.463844005 to 1.472467906. The amended and restated memorandum and articles of association are included as Exhibit 1.1 to this Report. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | The accompanying Consolidated Financial Statements as of December 31, 2022 and 2021 and for the years ended December 31, 2022, 2021 and 2020 (“the Consolidated Financial Statements”) have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) and the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). The Company conducts business through one operating segment. |
Consolidation | The accompanying Consolidated Financial Statements include our accounts and those of our wholly owned subsidiaries. All intercompany accounts and transactions, including the intercompany portion of transactions with equity method investees, have been eliminated in consolidation. The Consolidated Financial Statements are presented in United States dollars (hereinafter “U.S. dollars” or “$”). |
Reclassification | Certain prior year amounts have been reclassified to conform to the current year presentation. |
Use of Estimates | Use of Estimates The preparation of the Consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Significant estimates and assumptions reflected in these Consolidated Financial Statements include, but are not limited to, revenue recognition; determination of useful lives of property and equipment; valuation of warrant liabilities, earnout liabilities, stock options; and determination of income tax. We evaluate our estimates and assumptions on an ongoing basis. Actual results could differ from those estimates and such differences may be material to the Consolidated Financial Statements. |
Revenue Recognition | Revenue Recognition We recognize revenue in accordance with Topic 606 Revenue from contracts with customers. Revenue is recognized when a customer obtains control of promised goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The amount of revenue that is recorded reflects the consideration that we expect to receive in exchange for goods or services provided under such contracts. We apply the following five-step model in order to determine this amount: (i) identification of the promised goods in the contract; (ii) determination of whether the promised goods are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) we satisfy each performance obligation. Our main revenue stream is from services. We recognize as revenues the amount of the transaction price that is allocated to the respective performance obligation when or as the performance obligation is satisfied. Generally, our performance obligations are transferred to customers at a point in time, typically upon delivery. Our satellite imagery can be delivered to customers in two ways, either by providing access via our platform or via electronic delivery. The nature of our contracts does not currently give rise to variable consideration related to returns or refunds as those are not offered. We evaluate contracts with a minimum purchase commitment to determine whether we expect to be entitled to a breakage amount. We consider the requirements on constraining estimates variable consideration. The following factors are evaluated when assessing the increased likelihood of a significant revenue reversal: (i) the amount of consideration is highly susceptible to factors outside our influence or control ( e.g., volatility in a market, judgment of action of third parties, weather conditions), (ii) uncertainty about the amount of consideration is not expected to be resolved for a long period of time, (iii) our experience with similar types of contracts is limited, or that experience has limited predictive value, (iv) we have a practice of either offering a broad range of price concessions or changing the payment terms and conditions of similar contracts in similar circumstances, and (v) the contract has a large number and broad range of possible consideration amounts. We exclude amounts collected on behalf of third parties, such as sales taxes, when determining transaction price. Contract liabilities consist of payments received from customers, or such consideration that is contractually due, in advance of providing the product or performing services. We generally do not enter into long-term financing arrangements or payment plans with customers. Although our business practice is not to enter into contracts with non-cash consideration, at times this may occur. In these instances, we determine the fair value of the non-cash consideration at contract inception and includes this value as part of the total arrangement consideration. In instances where we cannot reasonably estimate the fair value of the non-cash consideration, we will measure the consideration indirectly by reference to its stand-alone selling price of the goods promised to the customer in exchange for consideration. |
Fair Value Measurement | Fair Value Measurement Certain assets and liabilities are carried at fair value in accordance with U.S. GAAP. Valuation techniques used to measure fair value requires us to utilize observable and unobservable inputs. The hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). Financial instruments carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable: • Level 1: Quoted prices in active markets for identical assets or liabilities. • Level 2: Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable. • Level 3: Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable. Assets and liabilities recognized at fair value on a recurring basis in the Consolidated Financial Statements are re-assessed at the end of each reporting period to determine whether any transfers have occurred between levels in the hierarchy. For fair value disclosures, classes of assets and liabilities are based on the nature, characteristics and risks of the asset or liability and the level of the fair value hierarchy. |
Credit Risk Management | Credit risk management Credit risk is the risk that a counterparty fails to discharge an obligation to us. We are exposed to credit risk from financial assets including cash, cash equivalents and restricted cash held at banks, trade and other receivables. The credit risk is managed based on our credit risk management policies and procedures. Credit risk of any entity doing business with us is systematically analyzed, including aspects of a qualitative nature. The measurement and assessment of our total exposure to credit risk covers all financial instruments involving any counterparty risk. The credit risk in respect of cash balances held with banks and deposits with banks are managed via diversification of bank deposits and are only with major reputable financial institutions. As our risk exposure is mainly influenced by the individual characteristics of each customer, we continuously analyze the creditworthiness of significant debtors. Accounts receivable are non-interest bearing and generally on terms of 30 to 90 days. |
Impairments of Assets | Impairment of Assets We assess potential impairments to long-lived assets whenever events or changes in circumstances indicate that the carrying amount may not be fully recoverable. An impairment is considered to exist if the total estimated future cash flows on an undiscounted basis are less than the carrying amount of the assets or asset group. We performed an impairment test as of December 31, 2022, 2021 and 2020 due to our net loss for those years and concluded that the asset group is not impaired. Estimates of future cash flows are highly subjective judgments based on management’s experience and knowledge of the Company's operations. These estimates can be significantly impacted by many factors, including changes in global economic conditions, operating costs, obsolescence of technology and competition. |
Equity Method Investments | Equity Method Investments We account for equity investments in which we have significant influence, but not a controlling financial interest, using the equity method of accounting. Under the equity method of accounting, investments are initially recorded at cost, less impairment, and subsequently adjusted to recognize our share of earnings or losses as a component of Other income (expense), net in the Consolidated Statements of Operations and Comprehensive Loss. Our equity method investments are required to be reviewed for impairment when it is determined there may be an other-than-temporary loss in value. We have not recorded any impairment losses related to our equity method investments during the year ended December 31, 2022. We did not hold any equity investments in 2021 or 2020. |
Stock-Based Compensation | Stock-Based Compensation We measure and recognize all stock-based compensation expense based on estimated fair values for all stock-based awards made to employees and non-employees. Compensation cost is recognized over the requisite service period for each separate tranche, as though each tranche of the award is, in substance, a separate award. The expense calculation includes estimated forfeiture rates, which have been developed based upon historical experience. The fair values for stock options are calculated using the Black-Scholes option pricing model using the following inputs: Expected term - The simplified method is used to calculate the expected term. Expected volatility - We determine the expected stock price volatility based on the historical volatilities of guideline companies from comparable industries. Expected dividend yield - We do not use a dividend rate due to the fact that we have never declared or paid cash dividends on the Company’s common stock and we do not anticipate doing so in the foreseeable future. Risk-free interest rate - We base our interest rate on a treasury instrument for which the term is commensurate with the maximum expected life of the stock options. |
Foreign Currencies | Foreign Currencies The financial position and results of operations of certain of our foreign subsidiaries are measured using the local currency as the functional currency. Revenues and expenses of these subsidiaries have been translated into U.S. dollars at average exchange rates prevailing during the period. Assets and liabilities of these subsidiaries have been translated at the exchange rates as of the balance sheet date. Translation gains and losses are recorded in accumulated other comprehensive loss. |
Leases | Leases We determine if a contract is a lease or contains a lease at inception. On the lease commencement date, we recognize a right-of-use (“ROU”) asset and lease liability related to operating type leases. The cost of ROU assets includes the amount of lease liabilities recognized, initial direct costs incurred, and lease payments made at or before the commencement date less any lease incentives received. Operating lease liabilities are recorded based on the present value of the future lease fixed payments. In determining the present value of future lease payments, we use our incremental borrowing rate applicable to the economic environment and the duration of the lease based on the information available at the commencement date as the majority of leases do not provide an implicit rate. For real estate and equipment contracts, we generally account for the lease and non-lease components as a single lease component. In assessing the lease term, we include options to renew only when we are reasonably certain that such option(s) will be exercised; a determination which is at our sole discretion. Variable lease payments are recognized as expenses in the period incurred. For leases with an initial term of 12 months or less, we have elected to not record an ROU asset and lease liability. We record lease expense on a straight-line basis over the shorter of the lease term and the estimated useful lives of the assets, beginning on the commencement date. We remeasure and reallocate the consideration in a lease when there is a modification of the lease that is not accounted for as a separate contract. The lease liability is remeasured when there is a change in the lease term or in the assessment of whether we will exercise a lease option. We assess ROU assets for impairment in accordance with our long-lived asset impairment policy. We account for lease agreements with contractually required lease and non-lease components on a combined basis. Lease payments made for cancellable leases, variable amounts that are not based on an observable index and lease agreements with an original duration of less than 12 months are recorded directly to lease expense. |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts Trade accounts receivable are stated at the amount owed by the customer, net of allowances for estimated doubtful accounts, discounts, returns and rebates. We measure the allowance for doubtful accounts based on the estimated loss. In calculating an allowance for doubtful accounts, we use our historical experience, external indicators and an aging method. We assess impairment of trade accounts receivable on a collective basis as they possess shared credit risk characteristics which have been grouped based on the days past due. |
Cash, Cash Equivalents | Cash and cash equivalents include deposits in banks and short-term (original maturities of three months or less at the time of purchase), highly liquid investments that are readily convertible to known amounts of cash with a maturity of three months or less at the time of purchase. |
Restricted Cash | Restricted cash, including amounts in Other non-current assets, represents amounts pledged as guarantees for sales and lease agreements as contractually required. |
Accounting Standards Recently Adopted and Accounting Standards Not Yet Adopted | Accounting Standards Recently Adopted In May 2021, the FASB issued ASU 2021-04, Earnings per Share (Topic 260), Debt-Modifications and Extinguishments (Subtopic 470-50), Compensation-Stock Compensation (Topic 718), and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40) , which clarifies and reduces diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options (for example, warrants) that remain equity classified upon modification or exchange. This ASU is effective for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. An entity applies the amendments prospectively to modifications or exchanges occurring on or after the effective date of the amendments. We adopted this guidance as of January 1, 2022. The impact of adopting this new guidance was not material to the consolidated financial statements. In January 2020, the FASB issued ASU 2020-01, Investments—Equity Securities (Topic 321), Investments—Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815)—Clarifying the Interactions between Topic 321, Topic 323, and Topic 815 (a consensus of the Emerging Issues Task Force) , which clarifies the interaction of accounting for equity securities, investments accounted for under the equity method of accounting, and the accounting for certain forward contracts and purchase options, under the aforementioned topics. This ASU is effective for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. An entity applies the amendments prospectively to modifications or exchanges occurring on or after the effective date of the amendments. We adopted this guidance as of January 1, 2022. The impact of adopting this new guidance was not material to the consolidated financial statements. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”) which is part of the FASB’s overall simplification initiative to reduce the costs and complexity of applying accounting standards while maintaining or improving the usefulness of the information provided to users of financial statements. ASU 2019-12 simplifies accounting guidance for intra-period allocations, deferred tax liabilities, year-to-date losses in interim periods, franchise taxes, step-up in tax basis of goodwill, separate entity financial statements, and interim recognition of tax laws or rate changes. ASU 2019-12 is effective for emerging growth companies following private company adoption dates in fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022, with early adoption permitted. We adopted this guidance as of January 1, 2022. The impact of adopting this new guidance was not material to the consolidated financial statements. Accounting Standards Not Yet Adopted In June 2016, the FASB issued ASU No. 2016-13, Credit Losses - Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 requires entities to use a forward-looking approach based on current expected credit losses to estimate credit losses on certain types of financial instruments, including trade receivables, resulting in an earlier recognition of losses than under the current incurred loss approach, which requires waiting to recognize a loss until it is probable of being incurred. This standard is effective for us beginning January 1, 2023 and will be adopted using the modified retrospective transition method through a cumulative-effect adjustment to retained earnings as of the effective date. Upon adoption, the standard is expected to only impact our account for credit losses related to accounts receivable. In preparation for the adoption of the new standard, we have updated certain policies and related processes, but we do not expect the adoption of this new guidance will have a material impact on the Consolidated Financial Statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Allowance for Credit Losses | The following table shows the activity in the allowance for doubtful accounts for the years ended December 31, 2022 and 2021: December 31, 2022 2021 Allowance for doubtful accounts as of beginning of period $ 1,794 $ — Provision 1,736 1,794 Write-offs — — Foreign exchange and other (293) — Allowance for doubtful accounts as of end of period $ 3,237 $ 1,794 |
Schedule of Cash and Cash Equivalents | December 31, 2022 2021 Cash and cash equivalents $ 76,528 $ 8,533 Restricted cash 126 — Restricted cash included in Other non-current assets 1,138 — Total cash, cash equivalents and restricted cash $ 77,792 $ 8,533 |
Schedule of Restrictions on Cash and Cash Equivalents | December 31, 2022 2021 Cash and cash equivalents $ 76,528 $ 8,533 Restricted cash 126 — Restricted cash included in Other non-current assets 1,138 — Total cash, cash equivalents and restricted cash $ 77,792 $ 8,533 |
Schedule of Cash Flow, Supplemental Disclosures | Cash Flow Information Year Ended December 31, 2022 2021 2020 Cash paid during the period for: Income tax, net of refunds $ 758 $ 96 $ 59 Interest $ 3,520 $ 49,283 $ 27,286 |
Reverse Recapitalization (Table
Reverse Recapitalization (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Reverse Recapitalization [Abstract] | |
Schedule Of Reverse Recapitalization | The following table illustrates the shares issued to our stockholders after giving effect to the 3.3028 Exchange Ratio in accordance with the transactions contemplated by the Merger Agreement as of the Closing Date and the issuance of shares pursuant to the transactions described above: Company stockholders Shares Class A stockholders immediately prior to merger 17,215,336 Series A preferred stockholders 7,968,316 Series B preferred stockholders 4,597,928 Series B-1 preferred stockholders 2,171,399 2018 convertible noteholders 5,581,416 2019 convertible noteholders 7,846,333 2020 convertible noteholders 4,553,205 Redeemable Series X preferred stockholders 2,140,340 Liberty investors 20,000,000 PIPE investors 5,816,770 Shares issued for Cantor loan repayment 788,021 Shares issued to Sponsor under Forward Purchase Securities Agreement 1,250,000 Issuance of shares for transaction fees 2,058,229 CF V shares 6,837,354 88,824,647 |
Revenue from Contract with Cu_2
Revenue from Contract with Customers (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue | Information about our revenue by geography is as follows: Year Ended December 31, 2022 2021 Revenue by geography (1) Asia Pacific $ 1,531 $ 3,988 North America 3,438 201 Other 1,043 58 Total revenue $ 6,012 $ 4,247 (1) Revenue by geography is based on the geographical location of the customer. |
Schedule of Contract with Customer, Contract Asset, Contract Liability, and Receivable | Our contract liabilities consist of payments received from customers, or such consideration contractually due, in advance of providing the relevant satellite imagery or related service. Amounts included in Contract liabilities are as follows: December 31, 2022 2021 Non-current $ 1,000 $ 1,000 Current 1,941 935 Total $ 2,941 $ 1,935 |
Schedule of Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction | The following table represents the total transaction price for the remaining performance obligations as of December 31, 2022 related to non-cancellable contracts longer than 12 months in duration that is expected to be recognized over future periods. Within 1 Year Years 1-2 Years 2-3 Thereafter Remaining performance obligations $ 6,422 $ 11,296 $ 3,860 $ — |
Warrant Liabilities (Tables)
Warrant Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Other Liabilities Disclosure [Abstract] | |
Schedule of Warrant Liability | Liberty Warrants and Liberty Advisory Fee Warrant PIPE Warrant Columbia Warrant $8.63 Warrants Total Warrant Liabilities As of December 31, 2021 $ — $ — $ 143,237 $ — $ 143,237 Warrants issued $ 30,853 $ 1,312 $ — $ 4,872 $ 37,037 Change in fair value of financial instruments (24,662) (1,001) (18,635) (2,702) (47,000) Write-off of deferred costs — — 203 — 203 Settlements — — — (337) (337) Reclassification to equity — — (124,805) — (124,805) As of December 31, 2022 $ 6,191 $ 311 $ — $ 1,833 $ 8,335 |
Earnout Liabilities (Tables)
Earnout Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnout Liability [Abstract] | |
Schedule of Earnout Liability | Sponsor Earnout Forfeiture Earnout Total Earnout Liabilities As of December 31, 2021 $ — $ — $ — Additions $ 8,022 $ 6,135 $ 14,157 Change in fair value of financial instruments (6,669) (5,130) (11,799) Reclassification to equity — (1,005) (1,005) As of December 31, 2022 $ 1,353 $ — $ 1,353 |
Schedule of Assumptions used in the Valuation | Assumptions used in the valuation are as follows: January 25, December 31, 2022 2022 Expected term (in years) 5.00 4.07 Dividend yield (%) — — Expected volatility 30 % 50.4 % Risk-free interest rate 1.6 % 4.1 % Expected number of shares 1,842,759 1,775,962 The following table lists the inputs used under the Black-Scholes model for stock-option awards during the years ended December 31, 2022, 2021, and 2020, respectively: Year Ended December 31, 2022 2021 2020 Weighted-average fair value of options at the measurement date (grant date) $ — $ 23.36 $ 6.31 Dividend yield (%) — — — Expected volatility (%) — % 61 - 72 59 - 61 Risk-free interest rate (%) — % 0.5 - 1.4 0.4 - 0.5 Weighted average share price $ — $ 6.79 $ 2.75 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property and Equipment | Property and equipment, net consists of the following: Estimated Useful Life (in years) December 31, 2022 2021 Satellites in orbit 3 $ 54,370 $ 43,716 Satellites under construction Not applicable 22,194 10,558 Leasehold improvements 5-10 6,433 769 Other property and equipment 3-10 4,146 2,138 Total property and equipment 87,143 57,181 Less: Accumulated depreciation (39,162) (24,651) Property and equipment, net $ 47,981 $ 32,530 Information related to our property and equipment and operating lease ROU assets by geography is as follows: December 31, 2022 2021 Uruguay $ 43,134 $ 33,208 Argentina 1,346 1,250 Spain 729 791 Netherlands 9,471 — Other countries 1,472 236 Total (1) (2) (3) $ 56,152 $ 35,485 (1) Non-current assets include property and equipment, net and operating lease right-of-use assets. (2) The presentation in the table above is based on the geographic location of the entity that holds the assets. (3) We do not have any non-current assets in the country of incorporation of the holding company. |
Additional Financial Statemen_2
Additional Financial Statement Information (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Prepaid and Other Current Assets | Prepaid Expenses and Other Current Assets December 31, 2022 2021 Prepaid expenses and other current assets Prepaid expenses $ 1,767 $ 1,153 Advances to suppliers 588 829 Other current assets 843 713 Total $ 3,198 $ 2,695 |
Schedule of Accrued Expenses and Other Liabilities | Accrued Expenses and Other Liabilities December 31, 2022 2021 Accrued expenses and other liabilities Accrued professional fees related to Merger (1) $ — $ 16,263 Provisions 71 2,934 Payroll and benefits payable 3,289 2,545 Other taxes payable 3,128 2,045 Other 451 2,200 Total $ 6,939 $ 25,987 Total current $ 6,417 $ 23,435 Total non-current $ 522 $ 2,552 |
Schedule of Finance Costs, Net and Other Financial Income (Expense) | Finance Costs, Net Year Ended December 31, 2022 2021 2020 Finance costs, net Interest expense $ (1,596) $ (8,729) $ (43) Redeemable Series X preferred stock dividends (97) (974) — Other finance costs (123) (71) — Interest income 1,164 36 78 Total $ (652) $ (9,738) $ 35 |
Income Tax (Tables)
Income Tax (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | Our provision for (benefit from) income tax for the years ended December 31, 2022, 2021 and 2020 is as follows: Year Ended December 31, 2022 2021 2020 Current $ 2,972 $ 1,387 $ 186 Deferred 1,601 (1,619) (38) Total provision for (benefit from) income tax $ 4,573 $ (232) $ 148 |
Schedule of Unrecognized Tax Benefits Roll Forward | Year Ended December 31, 2022 Balance at January 1 $ — Increases (decreases) in tax positions related to the current period — Increases (decreases) in tax positions related to prior periods 3,889 Increases (decreases) related to prior year tax positions as a result of lapse of statute — Balance at December 31 $ 3,889 |
Schedule of Effective Income Tax Rate Reconciliation | The BVI does not impose an income tax. Our provision for (benefit from) income tax differed from the 0% tax rate imposed in the BVI due to the following items for the years ended December 31, 2022, 2021 and 2020: Year Ended December 31, 2022 2021 2020 Loss before income tax $ (32,068) $ (96,537) $ (21,381) Provision for (benefit from) income tax at weighted-average statutory rates — — — U.S. state and local income tax, net of federal benefit (3) 5 (4) U.S. foreign-derived intangible income deduction (141) (200) — Argentina Tax Inflation Adjustment 239 (381) (198) Change in valuation allowances 4,283 3,648 1,198 Uncertain tax positions 2,293 — — Change in carryforward attributes (1,740) — — Effect of rates different than statutory (423) (3,300) (828) Tax credits (112) — — Other 177 (4) (20) Total $ 4,573 $ (232) $ 148 |
Schedule of Deferred Tax Assets and Liabilities | Deferred tax assets and liabilities as of December 31, 2022 and 2021 consisted of the following: December 31, 2022 2021 Deferred income tax assets: Stock-based compensation $ 3,023 $ 2,053 Bad debt expense 415 407 Deferred financing costs 806 — Other 193 419 Net operating loss carryforwards 1,365 6,245 Total deferred income tax assets 5,802 9,124 Valuation allowance (5,802) (7,484) Total deferred income tax assets (liabilities), net $ — $ 1,640 |
Summary of Tax Credit Carryforwards | Our tax attributes are subject to limitations on utilization due to historic ownership changes and may be subject to future limitations upon subsequent change of control, as defined by the Internal Revenue Code Sections 382 and 383. Net Operating Loss Expiration Gross Amount Carried Forward Net Amount Recognized as of December 31, 2022 Argentina December 31, 2023 - December 31, 2027 $ 7,864 $ — Netherlands Indefinite 2,856 — China December 31, 2026 - December 31, 2027 2,258 — United States Indefinite 280 — Uruguay December 31, 2026 - December 31, 2027 19 — |
Stockholder's Equity (Deficit)
Stockholder's Equity (Deficit) (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Schedule of Authorized and Issued Preferred Stock | Prior to the Merger, our authorized and issued preferred stock consisted of the following: Authorized Shares (prior to Merger) Issued and Outstanding Shares (as of December 31, 2021) Series A preferred stock 4,723,330 2,547,330 Series B preferred stock 3,117,915 1,392,131 Series B-1 preferred stock 899,153 672,524 Total preferred stock 8,740,398 4,611,985 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Share-Based Payment Arrangement, Option, Activity | A summary of stock option activity for the year ended December 31, 2022 is as follows: Number Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (years) Intrinsic Value (in thousands) Balance as of December 31, 2021 6,864,563 $2.05 2.36 Granted — — Forfeited (574,299) 4.56 Exercised (102,825) 1.12 Expired (120,126) 2.60 Outstanding at December 31, 2022 6,067,313 $1.83 2.07 $ 10,818 Exercisable at December 31, 2022 4,449,152 $1.31 1.92 $ 8,832 |
Schedule of Assumptions used in the Valuation | Assumptions used in the valuation are as follows: January 25, December 31, 2022 2022 Expected term (in years) 5.00 4.07 Dividend yield (%) — — Expected volatility 30 % 50.4 % Risk-free interest rate 1.6 % 4.1 % Expected number of shares 1,842,759 1,775,962 The following table lists the inputs used under the Black-Scholes model for stock-option awards during the years ended December 31, 2022, 2021, and 2020, respectively: Year Ended December 31, 2022 2021 2020 Weighted-average fair value of options at the measurement date (grant date) $ — $ 23.36 $ 6.31 Dividend yield (%) — — — Expected volatility (%) — % 61 - 72 59 - 61 Risk-free interest rate (%) — % 0.5 - 1.4 0.4 - 0.5 Weighted average share price $ — $ 6.79 $ 2.75 |
Share-Based Payment Arrangement, Restricted Stock Unit, Activity | A summary of RSU activity for the year ended December 31, 2022 is as follows: Number Intrinsic Value (in thousands) Outstanding unvested RSUs at December 31, 2021 — Granted during the year 1,640,496 Forfeited during the year (60,823) Vested during the year (120,393) Expired during the year — Outstanding unvested RSUs at December 31, 2022 1,459,280 $1,940 |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount | Total employee and non-employee stock-based compensation expense for the years ended December 31, 2022, 2021, and 2020 was classified in the Consolidated Statements of Operations and Comprehensive Loss as follows: Year Ended December 31, 2022 2021 2020 General and administrative expenses $ 2,406 $ 5,274 $ 1,235 Research and development 3,631 1,968 382 Other operating expenses 2,331 3,639 115 Total $ 8,368 $ 10,881 $ 1,732 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | Basic and diluted net loss per share attributable to common stockholders is calculated as follows: Year Ended December 31, 2022 2021 2020 Net loss attributable to common stockholders $ (36,641) $ (96,305) $ (21,529) Basic weighted-average common shares outstanding (1) 83,188,276 16,655,634 16,029,826 Basic loss per share for the period attributable to common stockholders $ (0.44) $ (5.78) $ (1.34) Effect of dilutive securities: Adjustment to numerator - Change in fair value of Columbia Warrant liability $ (18,635) $ — $ — Dilutive numerator $ (55,276) $ (96,305) $ (21,529) Columbia Warrant 609,873 — — Diluted weighted-average common shares outstanding 83,798,149 16,655,634 16,029,826 Diluted loss per share for the period attributable to common stockholders $ (0.66) $ (5.78) $ (1.34) 1 After applying the 3.3028 Exchange Ratio as described in Note 4 (Reverse Recapitalization). |
Schedule of diluted shares outstanding because the effect would have been anti-dilutive | Additionally, the following securities were not included in the computation of diluted shares outstanding because the effect would have been anti-dilutive: Year Ended December 31, 2022 2021 2020 Warrants 49,184,868 15,931,360 — Sponsor earnout shares 1,775,962 — — Stock options 6,067,313 6,864,563 4,694,314 Restricted stock units 1,459,280 — — Redeemable convertible preferred stock — 6,645,215 8,740,398 Total 58,487,423 29,441,138 13,434,712 |
Fair Value Measurements and F_2
Fair Value Measurements and Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets and Liabilities at Fair Value | The following tables provide the fair value measurement hierarchy of our assets and liabilities: As of December 31, 2022 Fair value measurement using Financial instruments Quoted prices Significant Significant $8.63 Warrants liability $ 1,833 $ — $ — PIPE Warrant liability — — 311 Liberty Warrants and Liberty Advisory Fee Warrant liability — — 6,191 Total Warrant Liabilities $ 1,833 $ — $ 6,502 Sponsor Earnout liability $ — $ — $ 1,353 As of December 31, 2021 Fair value measurement using Financial instruments Quoted prices Significant Significant Liabilities measured at fair value Cantor Loan $ — $ — $ 7,522 Columbia Warrant liability — — 143,237 Liabilities for which fair values are disclosed Notes $ — $ 180,356 $ — Promissory notes — 40,925 — |
Summary of Changes in the Fair Value of Level 3 Liabilities | Changes in the fair value of Level 3 liabilities during the years ended December 31, 2022 and 2021 were as follows: Liberty Warrants and Liberty Advisory Fee Warrant PIPE Warrant Columbia Warrant Sponsor Earnout Forfeiture Earnout Cantor Loan At January 1, 2021 $ — $ — $ — $ — $ — $ — Issues — — 161,432 — — 7,513 Remeasurement (gain)/loss (1) — — (17,992) — — 9 Amortization of deferred costs — — (203) — — — At December 31, 2021 — — 143,237 — — 7,522 Issues 30,853 1,312 — 8,022 6,135 — Remeasurement (gain)/loss (1) (24,662) (1,001) (18,635) (6,669) (5,130) 488 Write-off of deferred costs — — 203 — — — Settlements (2) — — (124,805) — (1,005) (8,010) At December 31, 2022 $ 6,191 $ 311 $ — $ 1,353 $ — $ — (1) Recognized in the Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2022 and 2021, respectively. (2) These liabilities were settled in connection with the Merger. See Note 4 (Recapitalization Transaction). |
Related Parties (Tables)
Related Parties (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Schedule of Notes Debt Balances and Associated Finance Cost from Related Parties | The following table provides the balances owed and associated finance costs as follows: December 31, 2022 2021 2020 Convertible notes debt from related parties Amounts owed to related parties $ — $ 13,028 $ — Interest expense $ 554 $ 620 $ 591 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | There was no debt as of December 31, 2022. Debt as of December 31, 2021 is as follows: December 31, 2018 Convertible Notes $ 19,862 2019 Convertible Notes 27,498 2020 Convertible Notes 15,294 Cantor Loan 7,522 Columbia Loan 38,297 Total debt 108,473 Less deferred financing costs — Total debt less deferred financing fees 108,473 Less: Current portion — Total non-current debt, net of deferred financing fees $ 108,473 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Schedule of Change in Right-of-Use Assets | Changes in our operating lease ROU assets carrying amounts were as follows: December 31, 2022 2021 Balance as of beginning of period $ 2,955 $ 1,403 Lease expense (1,701) (494) Foreign exchange differences 115 (48) Additions 7,171 2,119 Disposals (322) — Transfers (47) (25) Balance as of end of period $ 8,171 $ 2,955 |
Schedule of Change in Lease Liabilities | Changes in our operating lease liabilities carrying amounts were as follows: December 31, 2022 2021 Balance as of beginning of period $ 3,068 $ 1,415 Additions to operating lease liabilities 7,171 2,119 Lease expense 314 54 Foreign exchange differences (293) (48) Disposals (329) — Payments (1,692) (472) Balance as of end of period $ 8,239 $ 3,068 Total current $ 2,176 $ 985 Total non-current 6,063 2,083 |
Schedule of Lease, Cost | We recognized in the Consolidated Statements of Operations and Comprehensive Loss the following expenses related to our operating leases for the years ended December 31, 2022, 2021 and 2020: Year Ended December 31, 2022 2021 2020 Right-of-use assets $ 1,701 $ 494 $ 247 Operating lease liabilities 314 54 51 Total lease expense $ 2,015 $ 548 $ 298 |
Summary of Operating Lease Liabilities | The amounts of future undiscounted cash flows related to the lease payments over the lease term and the reconciliation to the present value of the operating lease liabilities at December 31, 2022 is as follows: Operating leases Years Ended 2023 $ 2,484 2024 2,235 2025 824 2026 603 2027 and thereafter 3,166 Total remaining lease payments 9,312 Less imputed interest (1,073) Present value of lease liability $ 8,239 Total current $ 2,176 Total non-current $ 6,063 |
Adoption of U.S. GAAP (Tables)
Adoption of U.S. GAAP (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Adoption of U.S. GAAP [Abstract] | |
Accounting Standards Update and Change in Accounting Principle | Reconciliation of the Consolidated Statement of Operations and Comprehensive Loss for the year ended December 31, 2021: Year Ended December 31, 2021 IFRS Adjustments/ Note U.S. GAAP Revenue $ 4,247 $ — $ 4,247 Costs and expenses Cost of sales 1,876 — 1,876 General administrative expenses 36,649 (9) a, c 36,640 Research and development 9,640 (4) b 9,636 Depreciation expense 10,825 (97) b 10,728 Other operating expenses, net 14,002 — 14,002 Total costs and expenses 72,992 (110) 72,882 Operating loss (68,745) 110 (68,635) Other income (expense), net Finance costs, net (11,769) 2,031 c, d (9,738) Change in fair value of financial instruments (42,102) 60,085 d 17,983 Gain (loss) on extinguishment of debt 3,576 (40,792) d (37,216) Other income (expense), net 1,067 2 c 1,069 Total other income (expense), net (49,228) 21,326 (27,902) Loss before income tax (117,973) 21,436 (96,537) Income tax 232 — 232 Net loss available to common stockholders $ (117,741) $ 21,436 $ (96,305) Other comprehensive loss Foreign currency translation loss, net of tax (86) — (86) Comprehensive loss $ (117,827) $ 21,436 $ (96,391) Basic loss for the period attributable to common stockholders $ (7.07) $ 1.29 e $ (5.78) Basic weighted-average common shares outstanding 16,655,634 — e 16,655,634 Diluted loss for the period attributable to common stockholders $ (7.07) $ 1.29 e $ (5.78) Diluted weighted-average common shares outstanding 16,655,634 — e 16,655,634 Reconciliation of the Consolidated Statement of Operations and Comprehensive Loss for the year ended December 31, 2020: Year Ended December 31, 2020 IFRS Adjustments/ Note U.S. GAAP Revenue $ — $ — $ — Costs and expenses Cost of sales — — — General administrative expenses 8,127 (124) a, c 8,003 Research and development 5,878 46 a, b 5,924 Depreciation expense 3,182 (151) b 3,031 Other operating expenses, net 5,476 (27) a, b 5,449 Total costs and expenses 22,663 (256) 22,407 Operating loss (22,663) 256 (22,407) Other income (expense), net Finance costs, net (22) 57 c, d 35 Change in fair value of financial instruments (84,224) 93,861 d 9,637 Gain (loss) on extinguishment of debt (7,466) (1,774) d (9,240) Other income (expense), net 597 (3) c 594 Total other income (expense), net (91,115) 92,141 1,026 Loss before income tax (113,778) 92,397 (21,381) Income tax (148) — (148) Net loss available to common stockholders $ (113,926) $ 92,397 $ (21,529) Other comprehensive loss Foreign currency translation loss, net of tax — — — Comprehensive loss $ (113,926) $ 92,397 $ (21,529) Basic loss for the period attributable to common stockholders $ (7.11) $ 5.76 e $ (1.34) Basic weighted-average common shares outstanding 16,029,826 — e 16,029,826 Diluted loss for the period attributable to common stockholders $ (7.11) $ 5.76 e $ (1.34) Diluted weighted-average common shares outstanding 16,029,826 — e 16,029,826 Reconciliation of the Consolidated Balance Sheet as of December 31, 2021: IFRS Adjustments / Note U.S. GAAP ASSETS Current assets Cash and cash equivalents $ 8,533 $ — $ 8,533 Accounts receivable 1,196 — 1,196 Prepaid expenses and other current assets 2,695 — 2,695 Total current assets 12,424 — 12,424 Property and equipment, net 33,586 (1,056) b 32,530 Operating lease right-of-use assets 2,663 292 c 2,955 Deferred income tax assets 1,640 — 1,640 Other non-current assets 369 — 369 Total assets $ 50,682 $ (764) $ 49,918 LIABILITIES, REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT) Current liabilities Accounts payable $ 6,650 $ — $ 6,650 Debt 246,189 (137,716) d 108,473 Warrant liabilities — 143,237 d 143,237 Operating lease liabilities 891 94 c 985 Contract liabilities 935 — 935 Accrued expenses and other liabilities 23,435 — 23,435 Total current liabilities 278,100 5,615 283,715 Operating lease liabilities 1,908 175 c 2,083 Contract liabilities 1,000 — 1,000 Other non-current liabilities 2,552 — 2,552 Total liabilities 283,560 5,790 289,350 Redeemable preferred stock — 21,306 d 21,306 Stockholders' equity (deficit) Treasury stock (170,949) — (170,949) Additional paid-in capital 235,909 (139,438) a, d 96,471 Accumulated other comprehensive loss (86) — (86) Accumulated deficit (297,752) 111,578 (186,174) Total stockholders’ equity (deficit) (232,878) (27,860) (260,738) Total liabilities, redeemable preferred stock and stockholders' equity (deficit) $ 50,682 $ (764) $ 49,918 The impact of this change before considering the tax effect is as follows: Year Ended December 31, (Consolidated Statement of Operations and Comprehensive Loss) 2021 2020 General and administrative expenses $ (80) $ (136) Research and development — (89) Other operating expenses — (27) Increase (decrease) to loss before income tax $ (80) $ (252) (Consolidated Balance Sheet) December 31, Additional paid-in-capital $ 542 Adjustment to accumulated deficit (542) Total liabilities, redeemable preferred stock and stockholders' equity (deficit) $ — The impact of this change before considering the tax effect is as follows: Year Ended December 31, (Consolidated Statement of Operations and Comprehensive Loss) 2021 2020 Research and development $ (4) $ 135 Depreciation expense (97) (151) Other operating expenses — — Increase (decrease) to loss before income tax $ (101) $ (16) (Consolidated Balance Sheet) December 31, Property and equipment, net $ (1,056) Total assets $ (1,056) Adjustment to accumulated deficit $ (1,056) Total liabilities, redeemable preferred stock and stockholders' equity (deficit) $ (1,056) The impact of this change before considering the tax effect is as follows: Year Ended December 31, (Consolidated Statement of Operations and Comprehensive Loss) 2021 2020 General and administrative expenses $ 71 $ 12 Less: Finance costs, net (49) (57) Less: Other income, net (2) 3 Increase (decrease) to loss before income tax $ 20 $ (42) (Consolidated Balance Sheet) December 31, Operating lease right-of-use assets $ 292 Total assets $ 292 Operating lease liabilities $ 94 Non-current operating lease liabilities 175 Adjustment to accumulated deficit 23 Total liabilities, redeemable preferred stock and stockholders' equity (deficit) $ 292 The impact of this change before considering the tax effect is as follows: Year Ended December 31, (Consolidated Statements of Operations and Comprehensive Loss) 2021 2020 Less: Finance costs, net $ (1,982) $ — Less: Change in fair value of financial instruments (60,085) (93,861) Less: Gain (Loss) on extinguishment of debt 40,792 1,774 Increase (decrease) to loss before income tax $ (21,275) $ (92,087) (Consolidated Balance Sheet) December 31, Debt $ (137,716) Redeemable Series X preferred stock 21,306 Warrant liability 143,237 Additional paid-in capital (139,980) Adjustment to accumulated deficit 113,153 Total liabilities, redeemable preferred stock and stockholders' equity (deficit) $ — The change in net loss in the adoption of U.S. GAAP as described in items a-d above impacted net loss per share as follows: Year Ended December 31, 2021 2020 Net loss attributable to common stockholders $ (96,305) $ (21,529) Basic weighted-average common shares outstanding (1) 16,655,634 16,029,826 Basic loss per share for the period attributable to common stockholders $ (5.78) $ (1.34) Dilutive numerator $ (96,305) $ (21,529) Diluted weighted-average common shares outstanding 16,655,634 16,029,826 Diluted loss per share for the period attributable to common stockholders $ (5.78) $ (1.34) (1) After applying the 3.3028 Exchange Ratio as described in Note 4 (Reverse Recapitalization). |
Nature of the Business and Ba_2
Nature of the Business and Basis of Presentation - Narrative (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 USD ($) segment | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Number of operating segments | segment | 1 | ||
Accumulated deficit | $ (222,815) | $ (186,174) | |
Net cash used in operating activities | (68,462) | (28,439) | $ (11,174) |
Cash and cash equivalents | $ 76,528 | $ 8,533 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | |||
Foreign currency transaction gains | $ 1,576 | $ 1,022 | $ 594 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Allowance for Credit Loss (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |||
Allowance for doubtful accounts, beginning balance | $ (1,794) | $ 0 | |
Bad debt expense | 1,736 | 1,794 | $ 0 |
Write-offs | 0 | 0 | |
Foreign exchange and other | (293) | 0 | |
Allowance for doubtful accounts, ending balance | $ (3,237) | $ (1,794) | $ 0 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 76,528 | $ 8,533 | ||
Restricted cash | 126 | 0 | ||
Restricted cash included in Other non-current assets | 1,138 | 0 | ||
Total | $ 77,792 | $ 8,533 | $ 17,267 | $ 24,557 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | |||
Income tax, net of refunds | $ 758 | $ 96 | $ 59 |
Interest | $ 3,520 | $ 49,283 | $ 27,286 |
Reverse Recapitalization - Narr
Reverse Recapitalization - Narrative (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | |||||||
Feb. 10, 2022 USD ($) anniversary | Jan. 25, 2022 USD ($) $ / shares shares | Jan. 18, 2022 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) shares | Dec. 31, 2021 USD ($) shares | Dec. 31, 2020 USD ($) shares | Jul. 31, 2021 $ / shares | Dec. 31, 2019 shares | |
Schedule of Reverse Recapitalization [Line Items] | ||||||||
Proceeds from reverse recapitalization | $ | $ 167,504 | $ 0 | $ 0 | |||||
Long-term debt | $ | $ 108,473 | |||||||
Redeemable preferred shares outstanding (in shares) | 0 | 2,033,230 | 0 | 0 | ||||
Conversion of redeemable Series X preferred stock and accrued dividends in connection with the Reverse Recapitalization (in shares) | 2,033,230 | |||||||
Exchange ratio | 3.3028 | 3.3028 | 3.3028 | |||||
Cantor Loan | Cantor Loan | ||||||||
Schedule of Reverse Recapitalization [Line Items] | ||||||||
Long-term debt | $ | $ 7,522 | |||||||
CFAC Holdings V, LLC | ||||||||
Schedule of Reverse Recapitalization [Line Items] | ||||||||
Proceeds from issuance or sale of equity | $ | $ 10,000 | |||||||
Cantor Fitzgerald Securities | Cantor Loan | Cantor Loan | ||||||||
Schedule of Reverse Recapitalization [Line Items] | ||||||||
Long-term debt | $ | $ 7,500 | |||||||
CF V shares | ||||||||
Schedule of Reverse Recapitalization [Line Items] | ||||||||
Proceeds from issuance or sale of equity | $ | $ 150,000 | |||||||
Common stock | ||||||||
Schedule of Reverse Recapitalization [Line Items] | ||||||||
Conversion of redeemable Series X preferred stock and accrued dividends in connection with the Reverse Recapitalization (in shares) | 2,140,340 | |||||||
Common stock | Cantor Loan | ||||||||
Schedule of Reverse Recapitalization [Line Items] | ||||||||
Stock issued during period, shares, conversion of preferred stock (in shares) | 788,021 | |||||||
PIPE Warrant | Common stock | ||||||||
Schedule of Reverse Recapitalization [Line Items] | ||||||||
Stock issued during period, shares, conversion of preferred stock (in shares) | 6,108,332 | |||||||
Shares issued to Sponsor under Forward Purchase Securities Agreement | Common stock | ||||||||
Schedule of Reverse Recapitalization [Line Items] | ||||||||
Stock issued during period, shares, conversion of preferred stock (in shares) | 1,250,000 | |||||||
Liberty Subscription Agreement | Common stock | ||||||||
Schedule of Reverse Recapitalization [Line Items] | ||||||||
Stock issued during period, shares, conversion of preferred stock (in shares) | 20,619,835 | |||||||
Liberty Subscription Agreement - $10 | CF V shares | ||||||||
Schedule of Reverse Recapitalization [Line Items] | ||||||||
Warrant price (in dollars per share) | $ / shares | $ 10 | |||||||
Liberty Subscription Agreement - $15 | CF V shares | ||||||||
Schedule of Reverse Recapitalization [Line Items] | ||||||||
Warrant price (in dollars per share) | $ / shares | $ 15 | |||||||
Liberty Warrants | Liberty Manager | ||||||||
Schedule of Reverse Recapitalization [Line Items] | ||||||||
Warrant price (in dollars per share) | $ / shares | $ 10 | |||||||
Class of warrant or right, advisory fee | $ | $ 1,250 | $ 7,500 | ||||||
Class of warrant or right, anniversary period | 18 months | |||||||
Number of successive anniversaries that advisory fee will be paid | anniversary | 5 | |||||||
Class A ordinary shares | ||||||||
Schedule of Reverse Recapitalization [Line Items] | ||||||||
Sale of stock, number of shares issued in transaction (in shares) | 5,816,770 | |||||||
Conversion of redeemable Series X preferred stock and accrued dividends in connection with the Reverse Recapitalization (in shares) | 2,140,340 | |||||||
Class A ordinary shares | Cantor Loan | ||||||||
Schedule of Reverse Recapitalization [Line Items] | ||||||||
Stock issued during period, shares, conversion of preferred stock (in shares) | 788,021 | |||||||
Class A ordinary shares | CF V shares | Private Placement | ||||||||
Schedule of Reverse Recapitalization [Line Items] | ||||||||
Sale of stock, number of shares issued in transaction (in shares) | 20,000,000 | |||||||
Class A ordinary shares | CF V shares | Transaction Fee Payment | ||||||||
Schedule of Reverse Recapitalization [Line Items] | ||||||||
Sale of stock, number of shares issued in transaction (in shares) | 2,058,229 | |||||||
Sale of stock, consideration received on transaction | $ | $ 5,000 | |||||||
Class A ordinary shares | PIPE Warrant | ||||||||
Schedule of Reverse Recapitalization [Line Items] | ||||||||
Number of securities called by warrants or rights (in shares) | 2,500,000 | |||||||
Warrant price (in dollars per share) | $ / shares | $ 20 | |||||||
Proceeds from issuance or sale of equity | $ | $ 58,200 | |||||||
Class A ordinary shares | Shares issued to Sponsor under Forward Purchase Securities Agreement | CFAC Holdings V, LLC | ||||||||
Schedule of Reverse Recapitalization [Line Items] | ||||||||
Number of securities called by warrants or rights (in shares) | 333,333 | |||||||
Class A ordinary shares | Shares issued to Sponsor under Forward Purchase Securities Agreement | Common stock | ||||||||
Schedule of Reverse Recapitalization [Line Items] | ||||||||
Warrant price (in dollars per share) | $ / shares | $ 11.50 | |||||||
Class A ordinary shares | Liberty Subscription Agreement - $10 | CF V shares | ||||||||
Schedule of Reverse Recapitalization [Line Items] | ||||||||
Number of securities called by warrants or rights (in shares) | 5,000,000 | |||||||
Class A ordinary shares | Liberty Subscription Agreement - $15 | CF V shares | ||||||||
Schedule of Reverse Recapitalization [Line Items] | ||||||||
Number of securities called by warrants or rights (in shares) | 15,000,000 | |||||||
Class A ordinary shares | Liberty Warrants | Liberty Manager | ||||||||
Schedule of Reverse Recapitalization [Line Items] | ||||||||
Number of securities called by warrants or rights (in shares) | 2,500,000 | |||||||
Redeemable Series X preferred stockholders | ||||||||
Schedule of Reverse Recapitalization [Line Items] | ||||||||
Preferred stock dividends | $ | $ 21,400 |
Reverse Recapitalization - Sche
Reverse Recapitalization - Schedule of Reverse Recapitalization (Details) - shares | Jan. 25, 2022 | Jan. 24, 2022 |
Schedule of Reverse Recapitalization [Line Items] | ||
Shares outstanding (in shares) | 88,824,647 | 17,215,336 |
Issuance of shares for transaction fees (in shares) | 2,058,229 | |
Series A preferred stockholders | ||
Schedule of Reverse Recapitalization [Line Items] | ||
Stock issued (in shares) | 7,968,316 | |
Series B preferred stockholders | ||
Schedule of Reverse Recapitalization [Line Items] | ||
Stock issued (in shares) | 4,597,928 | |
Series B-1 preferred stockholders | ||
Schedule of Reverse Recapitalization [Line Items] | ||
Stock issued (in shares) | 2,171,399 | |
2018 Convertible Notes | ||
Schedule of Reverse Recapitalization [Line Items] | ||
Stock issued during period, conversion of convertible securities (in shares) | 5,581,416 | |
2019 Convertible Notes | ||
Schedule of Reverse Recapitalization [Line Items] | ||
Stock issued during period, conversion of convertible securities (in shares) | 7,846,333 | |
2020 Convertible Notes | ||
Schedule of Reverse Recapitalization [Line Items] | ||
Stock issued during period, conversion of convertible securities (in shares) | 4,553,205 | |
Redeemable Series X preferred stockholders | ||
Schedule of Reverse Recapitalization [Line Items] | ||
Stock issued (in shares) | 2,140,340 | |
Liberty investors | ||
Schedule of Reverse Recapitalization [Line Items] | ||
Stock issued (in shares) | 20,000,000 | |
PIPE investors | ||
Schedule of Reverse Recapitalization [Line Items] | ||
Stock issued (in shares) | 5,816,770 | |
Cantor Loan | ||
Schedule of Reverse Recapitalization [Line Items] | ||
Stock issued during period, shares, repayment of loan (in shares) | 788,021 | |
CF V shares | ||
Schedule of Reverse Recapitalization [Line Items] | ||
Stock issued (in shares) | 6,837,354 | |
Shares issued to Sponsor under Forward Purchase Securities Agreement | ||
Schedule of Reverse Recapitalization [Line Items] | ||
Stock issued (in shares) | 1,250,000 |
Revenue from Contract with Cu_3
Revenue from Contract with Customers - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | |||
Revenue | $ 6,012 | $ 4,247 | $ 0 |
Contract with customer, liability, revenue recognized | 900 | 500 | |
Two Customers | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 4,800 | ||
One Customer | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 3,900 | ||
Transferred over Time | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 1,600 | 3,800 | |
Transferred at Point in Time | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | $ 4,400 | $ 400 |
Revenue from Contract with Cu_4
Revenue from Contract with Customers - Revenue by Geography (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | |||
Total revenue | $ 6,012 | $ 4,247 | $ 0 |
Asia Pacific | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 1,531 | 3,988 | |
North America | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 3,438 | 201 | |
Other | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | $ 1,043 | $ 58 |
Revenue from Contract with Cu_5
Revenue from Contract with Customers - Schedule of Contract Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Revenue from Contract with Customer [Abstract] | ||
Non-current | $ 1,000 | $ 1,000 |
Current | 1,941 | 935 |
Total | $ 2,941 | $ 1,935 |
Revenue from Contract with Cu_6
Revenue from Contract with Customers - Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | $ 6,422 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | $ 11,296 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | $ 3,860 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | $ 0 |
Revenue, remaining performance obligation, expected timing of satisfaction, period |
Warrant Liabilities - Schedule
Warrant Liabilities - Schedule of Warrants (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Warrant Liability [Roll Forward] | |
As of December 31, 2021 | $ 143,237 |
Warrants issued | 37,037 |
Change in fair value of financial instruments | (47,000) |
Write-off of deferred costs | 203 |
Settlements | (337) |
Reclassification to equity | (124,805) |
As of December 31, 2022 | 8,335 |
Liberty Warrants and Liberty Advisory Fee Warrant | |
Warrant Liability [Roll Forward] | |
As of December 31, 2021 | 0 |
Warrants issued | 30,853 |
Change in fair value of financial instruments | (24,662) |
Write-off of deferred costs | 0 |
Settlements | 0 |
Reclassification to equity | 0 |
As of December 31, 2022 | 6,191 |
PIPE Warrant | |
Warrant Liability [Roll Forward] | |
As of December 31, 2021 | 0 |
Warrants issued | 1,312 |
Change in fair value of financial instruments | (1,001) |
Write-off of deferred costs | 0 |
Settlements | 0 |
Reclassification to equity | 0 |
As of December 31, 2022 | 311 |
Columbia Warrant | |
Warrant Liability [Roll Forward] | |
As of December 31, 2021 | 143,237 |
Warrants issued | 0 |
Change in fair value of financial instruments | (18,635) |
Write-off of deferred costs | 203 |
Settlements | 0 |
Reclassification to equity | (124,805) |
As of December 31, 2022 | 0 |
$8.63 Warrants | |
Warrant Liability [Roll Forward] | |
As of December 31, 2021 | 0 |
Warrants issued | 4,872 |
Change in fair value of financial instruments | (2,702) |
Write-off of deferred costs | 0 |
Settlements | (337) |
Reclassification to equity | 0 |
As of December 31, 2022 | $ 1,833 |
Warrant Liabilities - Narrative
Warrant Liabilities - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||||||
Dec. 31, 2022 | Jan. 25, 2022 | Jan. 24, 2022 | Jan. 22, 2022 | Jan. 18, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | Mar. 08, 2021 | |
Derivative [Line Items] | ||||||||
Warrant liability | $ 8,335 | $ 143,237 | ||||||
Gain from remeasurement of warrants | 47,000 | |||||||
Reclassification to equity | 124,805 | |||||||
Liberty Warrants and Liberty Advisory Fee Warrant | ||||||||
Derivative [Line Items] | ||||||||
Warrant liability | 6,191 | $ 30,900 | 0 | |||||
Gain from remeasurement of warrants | 24,662 | |||||||
Reclassification to equity | 0 | |||||||
PIPE Warrant | ||||||||
Derivative [Line Items] | ||||||||
Warrant liability | 311 | $ 1,300 | 0 | |||||
Gain from remeasurement of warrants | 1,001 | |||||||
Reclassification to equity | 0 | |||||||
Columbia Warrant | ||||||||
Derivative [Line Items] | ||||||||
Warrant liability | 0 | 143,237 | $ 161,200 | |||||
Warrant price (in dollars per share) | $ 2.51635975 | |||||||
Warrants | $ 40,100 | |||||||
Warrants and rights outstanding, term | 25 years | |||||||
Gain from remeasurement of warrants | 18,635 | |||||||
Reclassification to equity | 124,805 | |||||||
Columbia Warrant | Common stock | ||||||||
Derivative [Line Items] | ||||||||
Number of securities called by warrants or rights (in shares) | 15,931,360 | |||||||
$8.63 Warrants | ||||||||
Derivative [Line Items] | ||||||||
Warrant liability | $ 1,833 | $ 0 | ||||||
Warrant price (in dollars per share) | $ 8.63 | $ 8.63 | $ 11.50 | |||||
Gain from remeasurement of warrants | $ 2,702 | |||||||
Reclassification to equity | $ 0 | |||||||
Warrant redemption (in dollars per share) | $ 13.50 | $ 18 | ||||||
CF V shares | $8.63 Warrants | ||||||||
Derivative [Line Items] | ||||||||
Warrants and rights outstanding, term | 5 years | |||||||
Class of warrant or right, exercisable period after closing date | 30 days | |||||||
Issuance of common stock upon exercise of common stock warrants (in shares) | (613,111) | |||||||
CF V shares | SPAC Public Warrants | ||||||||
Derivative [Line Items] | ||||||||
Warrants issued (in shares) | 8,333,333 | |||||||
CF V shares | SPAC Private Placement Warrants | ||||||||
Derivative [Line Items] | ||||||||
Warrants issued (in shares) | 200,000 | |||||||
CF V shares | Shares issued to Sponsor under Forward Purchase Securities Agreement | ||||||||
Derivative [Line Items] | ||||||||
Warrants, unissued (in shares) | 333,333 |
Earnout Liabilities - Earnout L
Earnout Liabilities - Earnout Liability (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Earnout Liability [Roll Forward] | |
As of December 31, 2021 | $ 0 |
Additions | 14,157 |
Change in fair value of financial instruments | (11,799) |
Reclassification to equity | (1,005) |
As of December 31, 2022 | 1,353 |
Sponsor Earnout | |
Earnout Liability [Roll Forward] | |
As of December 31, 2021 | 0 |
Additions | 8,022 |
Change in fair value of financial instruments | (6,669) |
Reclassification to equity | 0 |
As of December 31, 2022 | 1,353 |
Forfeiture Earnout | |
Earnout Liability [Roll Forward] | |
As of December 31, 2021 | 0 |
Additions | 6,135 |
Change in fair value of financial instruments | (5,130) |
Reclassification to equity | (1,005) |
As of December 31, 2022 | $ 0 |
Earnout Liabilities - Narrative
Earnout Liabilities - Narrative (Details) $ / shares in Units, $ in Millions | 12 Months Ended | |||
Jan. 25, 2022 USD ($) day $ / shares shares | Jan. 18, 2022 | Dec. 31, 2022 trading_day day $ / shares shares | Feb. 25, 2022 USD ($) | |
Earnout Liability [Line Items] | ||||
Contingent consideration (in shares) | shares | 1,842,759 | 1,775,962 | ||
Forfeiture Earnout | ||||
Earnout Liability [Line Items] | ||||
Earnout period | 5 years | |||
Earnout period, trigger price (in usd per share) | $ 10 | |||
Adjustment period | 30 days | |||
Earnout liability | $ | $ 6.1 | $ 1 | ||
Forfeiture Earnout | Trigger Price Two | ||||
Earnout Liability [Line Items] | ||||
Earnout period, trigger price (in usd per share) | $ 15 | |||
Contingent consideration, threshold trading days | day | 10 | |||
Contingent consideration, threshold non-consecutive trading days | 20 days | |||
Forfeiture Earnout | Class A ordinary shares | ||||
Earnout Liability [Line Items] | ||||
Contingent consideration, shares in escrow (in shares) | shares | 310,127 | |||
CF V shares | Sponsor Earnout | ||||
Earnout Liability [Line Items] | ||||
Contingent consideration, threshold trading days | trading_day | 10 | |||
Contingent consideration, threshold consecutive trading days | day | 20 | |||
CF V shares | Sponsor Earnout | Trigger Price One | ||||
Earnout Liability [Line Items] | ||||
Earnout period, trigger price (in usd per share) | $ 12.50 | |||
CF V shares | Sponsor Earnout | Trigger Price Two | ||||
Earnout Liability [Line Items] | ||||
Earnout period, trigger price (in usd per share) | 15 | |||
CF V shares | Sponsor Earnout | Trigger Price Three | ||||
Earnout Liability [Line Items] | ||||
Earnout period, trigger price (in usd per share) | $ 20 | |||
CF V shares | Sponsor Earnout | Class A ordinary shares | ||||
Earnout Liability [Line Items] | ||||
Earnout period | 5 years | |||
Contingent consideration (in shares) | shares | 1,869,000 |
Earnout Liabilities - Valuation
Earnout Liabilities - Valuation Assumptions (Details) - shares | 12 Months Ended | |
Jan. 25, 2022 | Dec. 31, 2022 | |
Earnout Liability [Abstract] | ||
Expected term (in years) | 5 years | 4 years 25 days |
Dividend yield (%) | 0% | 0% |
Expected volatility | 30% | 50.40% |
Risk-free interest rate | 1.60% | 4.10% |
Expected number of shares (in shares) | 1,842,759 | 1,775,962 |
Property and Equipment - Summar
Property and Equipment - Summary of Property and Equipment, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 87,143 | $ 57,181 |
Less: Accumulated depreciation | (39,162) | (24,651) |
Property and equipment, net | $ 47,981 | 32,530 |
Satellites in orbit | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, useful life | 3 years | |
Total property and equipment | $ 54,370 | 43,716 |
Satellites under construction | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 22,194 | 10,558 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 6,433 | 769 |
Leasehold improvements | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, useful life | 5 years | |
Leasehold improvements | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, useful life | 10 years | |
Other property and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 4,146 | $ 2,138 |
Other property and equipment | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, useful life | 3 years | |
Other property and equipment | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, useful life | 10 years |
Property and Equipment - Geogra
Property and Equipment - Geographic Location (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Non-current assets by geography | ||
Property, plant, equipment, and operating lease ROU assets | $ 56,152 | $ 35,485 |
Uruguay | ||
Non-current assets by geography | ||
Property, plant, equipment, and operating lease ROU assets | 43,134 | 33,208 |
Argentina | ||
Non-current assets by geography | ||
Property, plant, equipment, and operating lease ROU assets | 1,346 | 1,250 |
Spain | ||
Non-current assets by geography | ||
Property, plant, equipment, and operating lease ROU assets | 729 | 791 |
Netherlands | ||
Non-current assets by geography | ||
Property, plant, equipment, and operating lease ROU assets | 9,471 | 0 |
Other countries | ||
Non-current assets by geography | ||
Property, plant, equipment, and operating lease ROU assets | $ 1,472 | $ 236 |
Additional Financial Statemen_3
Additional Financial Statement Information - Prepaid and Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Prepaid expenses and other current assets | ||
Prepaid expenses | $ 1,767 | $ 1,153 |
Advances to suppliers | 588 | 829 |
Other current assets | 843 | 713 |
Total | $ 3,198 | $ 2,695 |
Additional Financial Statemen_4
Additional Financial Statement Information - Accrued Expenses and Other Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Accrued expenses and other liabilities | ||
Accrued professional fees related to Merger | $ 0 | $ 16,263 |
Provisions | 71 | 2,934 |
Payroll and benefits payable | 3,289 | 2,545 |
Other taxes payable | 3,128 | 2,045 |
Other | 451 | 2,200 |
Total | 6,939 | 25,987 |
Total current | (6,417) | (23,435) |
Total non-current | $ 522 | $ 2,552 |
Additional Financial Statemen_5
Additional Financial Statement Information - Finance Costs, net and Other Financial Income (Expense) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Interest expense | $ (1,596) | $ (8,729) | $ (43) |
Redeemable Series X preferred stock dividends | (97) | (974) | 0 |
Other finance costs | (123) | (71) | 0 |
Interest income | 1,164 | 36 | 78 |
Finance costs, net | $ (652) | $ (9,738) | $ 35 |
Income Tax - Schedule of Compon
Income Tax - Schedule of Components of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Current | $ 2,972 | $ 1,387 | $ 186 |
Deferred | 1,601 | (1,619) | (38) |
Total provision for (benefit from) income tax | $ 4,573 | $ (232) | $ 148 |
Income Tax - Narrative (Details
Income Tax - Narrative (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Tax Credit Carryforward [Line Items] | |||
Unrecognized tax benefits | $ 3,889,000 | $ 0 | $ 0 |
Unrecognized tax benefits, income tax penalties and interest accrued | 2,000,000 | ||
Operating loss carryforwards | $ 13,300,000 | $ 20,900,000 |
Income Tax - Schedule of Unreco
Income Tax - Schedule of Unrecognized Tax Benefits Roll Forward (Details) | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |
Beginning balance | $ 0 |
Increases (decreases) in tax positions related to the current period | 0 |
Increases (decreases) in tax positions related to prior periods | 3,889,000 |
Increases (decreases) related to prior year tax positions as a result of lapse of statute | 0 |
Ending balance | $ 3,889,000 |
Income Tax - Schedule of Effect
Income Tax - Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Loss before income tax | $ (32,068,000) | $ (96,537,000) | $ (21,381,000) |
Provision for (benefit from) income tax at weighted-average statutory rates | 0 | 0 | 0 |
U.S. state and local income tax, net of federal benefit | (3,000) | 5,000 | (4,000) |
U.S. foreign-derived intangible income deduction | (141,000) | (200,000) | 0 |
Argentina Tax Inflation Adjustment | 239,000 | (381,000) | (198,000) |
Change in valuation allowances | 4,283,000 | 3,648,000 | 1,198,000 |
Uncertain tax positions | 2,293,000 | 0 | 0 |
Change in carryforward attributes | (1,740,000) | 0 | 0 |
Effect of rates different than statutory | (423,000) | (3,300,000) | (828,000) |
Tax credits | (112,000) | 0 | 0 |
Other | 177,000 | (4,000) | (20,000) |
Total provision for (benefit from) income tax | $ 4,573,000 | $ (232,000) | $ 148,000 |
Income Tax - Schedule of Deferr
Income Tax - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred income tax assets: | ||
Stock-based compensation | $ 3,023 | $ 2,053 |
Bad debt expense | 415 | 407 |
Deferred financing costs | 806 | 0 |
Other | 193 | 419 |
Net operating loss carryforwards | 1,365 | 6,245 |
Total deferred income tax assets | 5,802 | 9,124 |
Valuation allowance | (5,802) | (7,484) |
Total deferred income tax assets (liabilities), net | $ 0 | $ 1,640 |
Income Tax - Summary of Tax Cre
Income Tax - Summary of Tax Credit Carryforwards (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Argentina | |
Tax Credit Carryforward [Line Items] | |
Gross Amount Carried Forward | $ 7,864 |
Net Amount Recognized as of December 31, 2022 | 0 |
Netherlands | |
Tax Credit Carryforward [Line Items] | |
Gross Amount Carried Forward | 2,856 |
Net Amount Recognized as of December 31, 2022 | 0 |
China | |
Tax Credit Carryforward [Line Items] | |
Gross Amount Carried Forward | 2,258 |
Net Amount Recognized as of December 31, 2022 | 0 |
United States | |
Tax Credit Carryforward [Line Items] | |
Gross Amount Carried Forward | 280 |
Net Amount Recognized as of December 31, 2022 | 0 |
Uruguay | |
Tax Credit Carryforward [Line Items] | |
Gross Amount Carried Forward | 19 |
Net Amount Recognized as of December 31, 2022 | $ 0 |
Stockholder's Equity (Deficit_2
Stockholder's Equity (Deficit) - Schedule of Preferred Stock (Details) | Dec. 31, 2021 shares |
Class of Stock [Line Items] | |
Preferred stock, shares authorized (in shares) | 8,740,398 |
Preference shares issued (in shares) | 4,611,985 |
Preference shares outstanding (in shares) | 4,611,985 |
Series A preferred stock | |
Class of Stock [Line Items] | |
Preferred stock, shares authorized (in shares) | 4,723,330 |
Preference shares issued (in shares) | 2,547,330 |
Preference shares outstanding (in shares) | 2,547,330 |
Series B preferred stock | |
Class of Stock [Line Items] | |
Preferred stock, shares authorized (in shares) | 3,117,915 |
Preference shares issued (in shares) | 1,392,131 |
Preference shares outstanding (in shares) | 1,392,131 |
Series B-1 preferred stock | |
Class of Stock [Line Items] | |
Preferred stock, shares authorized (in shares) | 899,153 |
Preference shares issued (in shares) | 672,524 |
Preference shares outstanding (in shares) | 672,524 |
Stockholder's Equity (Deficit_3
Stockholder's Equity (Deficit) - Narrative (Details) | 12 Months Ended | |||||||
Apr. 06, 2022 USD ($) shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2020 USD ($) shares | Feb. 14, 2022 USD ($) | Jan. 25, 2022 shares | Jan. 24, 2022 shares | Dec. 31, 2019 shares | |
Noncontrolling Interest [Line Items] | ||||||||
Par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||||||
Shares outstanding (in shares) | 88,824,647 | 17,215,336 | ||||||
Stock repurchase program, authorized amount | $ | $ 5,000,000 | |||||||
Payments for repurchase of common stock | $ | $ 8,603,000 | $ 0 | $ 0 | |||||
Common stock | ||||||||
Noncontrolling Interest [Line Items] | ||||||||
Shares outstanding (in shares) | 89,195,437 | 17,382,854 | 16,280,360 | 15,961,703 | ||||
Shares repurchased (in shares) | 516,123 | |||||||
Class A ordinary shares | ||||||||
Noncontrolling Interest [Line Items] | ||||||||
Par value (in dollars per share) | $ / shares | $ 0.0001 | |||||||
Vote for each share | 1 | |||||||
Common stock, shares, issued (in shares) | 75,612,795 | |||||||
Shares outstanding (in shares) | 75,612,795 | |||||||
Payments for repurchase of common stock | $ | $ 2,700,000 | |||||||
Class A ordinary shares | Hannover | ||||||||
Noncontrolling Interest [Line Items] | ||||||||
Shares repurchased (in shares) | 51,700 | |||||||
Repurchased shares | $ | $ 5,853 | |||||||
Class B ordinary shares | ||||||||
Noncontrolling Interest [Line Items] | ||||||||
Par value (in dollars per share) | $ / shares | $ 0.0001 | |||||||
Vote for each share | 1.472467906 | |||||||
Voting power | 20.90% | |||||||
Conversion period | 5 years | |||||||
Class B ordinary shares | Chief Executive Officer | ||||||||
Noncontrolling Interest [Line Items] | ||||||||
Shares outstanding (in shares) | 13,582,642 | |||||||
Voting power | 100% | |||||||
Series A preferred stock | Hannover | ||||||||
Noncontrolling Interest [Line Items] | ||||||||
Shares repurchased (in shares) | 134,735 | |||||||
Series B-1 preferred stock | Hannover | ||||||||
Noncontrolling Interest [Line Items] | ||||||||
Shares repurchased (in shares) | 15,082 |
Stock-based Compensation - Narr
Stock-based Compensation - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Granted during the year (shares) | 0 | ||
Exercised, intrinsic value | $ 75 | $ 23,900 | $ 9,700 |
Share-based payment arrangement, shares withheld for tax withholding obligation (in shares) | 17,376 | ||
Share-Based Payment Arrangement, Option | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Award vesting period | 4 years | ||
Term of award | 10 years | ||
Unrecognized stock-based compensation cost | $ 3,200 | ||
Unrecognized stock-based compensation cost, period for recognition | 1 year 5 months 1 day | ||
Restricted stock units | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Share-based payment arrangement, shares withheld for tax withholding obligation (in shares) | 56,649 | ||
Weighted-average exercise price of RSUs (in USD per share) | $ 4.38 | ||
Unrecognized stock-based compensation cost | $ 5,400 | ||
Unrecognized stock-based compensation cost, period for recognition | 1 year 5 months 8 days |
Stock-based Compensation - Stoc
Stock-based Compensation - Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Number of Options | ||
Beginning balance (shares) | 6,864,563 | |
Granted during the year (shares) | 0 | |
Forfeited during the year (shares) | (574,299) | |
Exercised during the year (in shares) | (102,825) | |
Expired during the year (shares) | (120,126) | |
Ending balance (shares) | 6,067,313 | 6,864,563 |
Exercisable (in shares) | 4,449,152 | |
Weighted-Average Exercise Price | ||
Beginning balance (in usd per share) | $ 2.05 | |
Granted during the year (in usd per share) | 0 | |
Forfeited during the year (in usd per share) | 4.56 | |
Exercised during the year (in usd per share) | 1.12 | |
Expired during the year (in usd per share) | 2.60 | |
Ending balance (in usd per share) | 1.83 | $ 2.05 |
Exercisable, weighted average exercise price (in usd per share) | $ 1.31 | |
Weighted-Average Remaining Contractual Term (years) | ||
Weighted average remaining contractual life of outstanding options (years) | 2 years 25 days | 2 years 4 months 9 days |
Exercisable, weighted average remaining contractual life of outstanding options (years) | 1 year 11 months 1 day | |
Intrinsic value, outstanding | $ 10,818 | |
Exercisable, intrinsic value | $ 8,832 |
Stock-based Compensation - Valu
Stock-based Compensation - Valuation Assumptions (Details) - $ / shares | 12 Months Ended | |||
Jan. 25, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Dividend yield (%) | 0% | 0% | ||
Expected volatility | 30% | 50.40% | ||
Risk-free interest rate | 1.60% | 4.10% | ||
Share-Based Payment Arrangement, Option | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Weighted average fair values at the measurement date (grant date) (in usd per share) | $ 0 | $ 23.36 | $ 6.31 | |
Dividend yield (%) | 0% | 0% | 0% | |
Expected volatility | 0% | |||
Expected volatility (%), minimum | 61% | 59% | ||
Expected volatility (%), maximum | 72% | 61% | ||
Risk-free interest rate | 0% | |||
Risk-free interest rate (%), minimum | 0.50% | 0.40% | ||
Risk-free interest rate (%), maximum | 1.40% | 0.50% | ||
Share-Based Payment Arrangement, Option | Weighted Average | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Weighted average share price (USD per share) | $ 0 | $ 6.79 | $ 2.75 |
Stock-based Compensation - RSU
Stock-based Compensation - RSU Activity (Details) - Restricted stock units $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) shares | |
Number of RSUs | |
Beginning balance (shares) | 0 |
Granted during the year (shares) | 1,640,496 |
Forfeited during the year (shares) | (60,823) |
Vested during the year (in shares) | (120,393) |
Expired during the year (shares) | 0 |
Ending balance (shares) | 1,459,280 |
Intrinsic Value (in thousands) | |
Intrinsic value, outstanding | $ | $ 1,940 |
Stock-based Compensation - Sche
Stock-based Compensation - Schedule of Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Stock-based compensation | $ 8,368 | $ 10,881 | $ 1,732 |
General and administrative expenses | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Stock-based compensation | 2,406 | 5,274 | 1,235 |
Research and development | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Stock-based compensation | 3,631 | 1,968 | 382 |
Other operating expenses | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Stock-based compensation | $ 2,331 | $ 3,639 | $ 115 |
Redeemable Preferred Stock - Na
Redeemable Preferred Stock - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||||
Jan. 25, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Redeemable Preferred Stock [Line Items] | |||||
Redeemable preferred shares par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |||
Conversion of redeemable Series X preferred stock and accrued dividends in connection with the Reverse Recapitalization (in shares) | 2,033,230 | ||||
Reverse recapitalization, conversion price (usd per share) | $ 10 | ||||
Redeemable preferred shares issued (in shares) | 0 | ||||
Redeemable preferred shares outstanding (in shares) | 0 | 2,033,230 | 0 | 0 | |
Common stock | |||||
Redeemable Preferred Stock [Line Items] | |||||
Conversion of redeemable Series X preferred stock and accrued dividends in connection with the Reverse Recapitalization (in shares) | 2,140,340 | ||||
Redeemable Series X preferred stockholders | |||||
Redeemable Preferred Stock [Line Items] | |||||
Redeemable preferred shares par value (in dollars per share) | $ 0.0001 | ||||
Dividend rate | 7% | ||||
Conversion of Series X preferred stock in connection with the reverse recapitalization (shares) | 2,033,230 | ||||
Preferred stock dividends | $ 21.4 |
Net Loss Per Share - Narrative
Net Loss Per Share - Narrative (Details) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |||
Exchange ratio | 3.3028 | 3.3028 | 3.3028 |
Net Loss Per Share - Schedule o
Net Loss Per Share - Schedule of Earnings Per Share, Basic and Diluted (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2020 USD ($) $ / shares shares | |
Earnings Per Share [Abstract] | |||
Net loss attributable to common stockholders | $ | $ (36,641) | $ (96,305) | $ (21,529) |
Basic weighted-average common shares outstanding (in shares) | shares | 83,188,276 | 16,655,634 | 16,029,826 |
Basic loss for the period attributable to common stockholders (in dollars per share) | $ / shares | $ (0.44) | $ (5.78) | $ (1.34) |
Effect of dilutive securities: | |||
Adjustment to numerator - Change in fair value of Columbia Warrant liability (in shares) | $ | $ (18,635) | $ 0 | $ 0 |
Dilutive numerator (in shares) | $ | $ (55,276) | $ (96,305) | $ (21,529) |
Columbia warrants (shares) | shares | 609,873 | 0 | 0 |
Diluted weighted-average common shares outstanding (in shares) | shares | 83,798,149 | 16,655,634 | 16,029,826 |
Diluted loss for the period attributable to common stockholders (in dollars per share) | $ / shares | $ (0.66) | $ (5.78) | $ (1.34) |
Exchange ratio | 3.3028 | 3.3028 | 3.3028 |
Net Loss Per Share - Schedule_2
Net Loss Per Share - Schedule of diluted shares outstanding because the effect would have been anti-dilutive (Details)) - shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total | 58,487,423 | 29,441,138 | 13,434,712 |
Warrants | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total | 49,184,868 | 15,931,360 | 0 |
Sponsor earnout shares | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total | 1,775,962 | 0 | 0 |
Stock options | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total | 6,067,313 | 6,864,563 | 4,694,314 |
Restricted stock units | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total | 1,459,280 | 0 | 0 |
Redeemable convertible preferred stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total | 0 | 6,645,215 | 8,740,398 |
Fair Value Measurements and F_3
Fair Value Measurements and Financial Instruments - Fair Value Measurement Hierarchy (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Jan. 22, 2022 | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrant liability | $ 8,335 | $ 143,237 | |
$8.63 Warrants liability | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrant liability | 1,833 | 0 | |
PIPE Warrant | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrant liability | 311 | $ 1,300 | 0 |
Quoted prices in active markets (Level 1) | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrant liability | 1,833 | ||
Sponsor Earnout liability | 0 | ||
Cantor Loan | 0 | ||
Quoted prices in active markets (Level 1) | Notes | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Notes | 0 | ||
Quoted prices in active markets (Level 1) | Promissory notes | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Notes | 0 | ||
Quoted prices in active markets (Level 1) | $8.63 Warrants liability | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrant liability | 1,833 | ||
Quoted prices in active markets (Level 1) | PIPE Warrant | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrant liability | 0 | ||
Quoted prices in active markets (Level 1) | Liberty Warrants and Liberty Advisory Fee Warrant liability | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrant liability | 0 | ||
Quoted prices in active markets (Level 1) | Columbia Warrant liability | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrant liability | 0 | ||
Significant observable inputs (Level 2) | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrant liability | 0 | ||
Sponsor Earnout liability | 0 | ||
Cantor Loan | 0 | ||
Significant observable inputs (Level 2) | Notes | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Notes | 180,356 | ||
Significant observable inputs (Level 2) | Promissory notes | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Notes | 40,925 | ||
Significant observable inputs (Level 2) | $8.63 Warrants liability | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrant liability | 0 | ||
Significant observable inputs (Level 2) | PIPE Warrant | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrant liability | 0 | ||
Significant observable inputs (Level 2) | Liberty Warrants and Liberty Advisory Fee Warrant liability | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrant liability | 0 | ||
Significant observable inputs (Level 2) | Columbia Warrant liability | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrant liability | 0 | ||
Significant unobservable inputs (Level 3) | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrant liability | 6,502 | ||
Sponsor Earnout liability | 1,353 | ||
Cantor Loan | 7,522 | ||
Significant unobservable inputs (Level 3) | Notes | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Notes | 0 | ||
Significant unobservable inputs (Level 3) | Promissory notes | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Notes | 0 | ||
Significant unobservable inputs (Level 3) | $8.63 Warrants liability | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrant liability | 0 | ||
Significant unobservable inputs (Level 3) | PIPE Warrant | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrant liability | 311 | ||
Significant unobservable inputs (Level 3) | Liberty Warrants and Liberty Advisory Fee Warrant liability | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrant liability | $ 6,191 | ||
Significant unobservable inputs (Level 3) | Columbia Warrant liability | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrant liability | $ 143,237 |
Fair Value Measurements and F_4
Fair Value Measurements and Financial Instruments - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2022 | Jan. 25, 2022 | Jan. 24, 2022 | |
Cantor Loan | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Unpaid principal balance | $ 22 | |||
$8.63 Warrants | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Warrant price (in dollars per share) | $ 8.63 | $ 8.63 | $ 11.50 |
Fair Value Measurements and F_5
Fair Value Measurements and Financial Instruments - Reconciliation of Level 3 Fair Value Measurements of Financial Instruments (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Warrant Liability | Liberty Warrants and Liberty Advisory Fee Warrant | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | $ 0 | $ 0 |
Issues | 30,853 | 0 |
Remeasurement (gain)/loss | (24,662) | 0 |
Amortization of deferred costs | 0 | |
Write-off of deferred costs | 0 | |
Settlements | 0 | |
Ending balance | 6,191 | 0 |
Warrant Liability | PIPE Warrant | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | 0 | 0 |
Issues | 1,312 | 0 |
Remeasurement (gain)/loss | (1,001) | 0 |
Amortization of deferred costs | 0 | |
Write-off of deferred costs | 0 | |
Settlements | 0 | |
Ending balance | 311 | 0 |
Warrant Liability | Columbia Warrant | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | 143,237 | 0 |
Issues | 0 | 161,432 |
Remeasurement (gain)/loss | (18,635) | (17,992) |
Amortization of deferred costs | (203) | |
Write-off of deferred costs | 203 | |
Settlements | (124,805) | |
Ending balance | 0 | 143,237 |
Sponsor Earnout | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | 0 | 0 |
Issues | 8,022 | 0 |
Remeasurement (gain)/loss | (6,669) | 0 |
Amortization of deferred costs | 0 | |
Write-off of deferred costs | 0 | |
Settlements | 0 | |
Ending balance | 1,353 | 0 |
Forfeiture Earnout | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | 0 | 0 |
Issues | 6,135 | 0 |
Remeasurement (gain)/loss | (5,130) | 0 |
Amortization of deferred costs | 0 | |
Write-off of deferred costs | 0 | |
Settlements | (1,005) | |
Ending balance | 0 | 0 |
Cantor Loan | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | 7,522 | 0 |
Issues | 0 | 7,513 |
Remeasurement (gain)/loss | 488 | 9 |
Amortization of deferred costs | 0 | |
Write-off of deferred costs | 0 | |
Settlements | (8,010) | |
Ending balance | $ 0 | $ 7,522 |
Related Parties - Notes Debt Ba
Related Parties - Notes Debt Balances and Associated Finance Cost from Related Parties (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |||
Amounts owed to related parties | $ 0 | $ 13,028 | $ 0 |
Interest expense | $ 554 | $ 620 | $ 591 |
Related Parties - Narrative (De
Related Parties - Narrative (Details) - USD ($) $ in Thousands | 8 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of Equity Method Investments [Line Items] | |||||
Acquire equity method investments | $ 3,700 | $ 3,653 | $ 0 | $ 0 | |
Officina Stellare S.p.A. | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Acquire equity method investments | $ 456 |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Details) $ in Thousands | Dec. 31, 2021 USD ($) |
Debt Instrument [Line Items] | |
Total debt | $ 108,473 |
Less deferred financing costs | 0 |
Total debt less deferred financing fees | 108,473 |
Less: Current portion | 0 |
Total non-current debt, net of deferred financing fees | 108,473 |
Convertible Debt | 2018 Convertible Notes | |
Debt Instrument [Line Items] | |
Total debt | 19,862 |
Convertible Debt | 2019 Convertible Notes | |
Debt Instrument [Line Items] | |
Total debt | 27,498 |
Convertible Debt | 2020 Convertible Notes | |
Debt Instrument [Line Items] | |
Total debt | 15,294 |
Cantor Loan | Cantor Loan | |
Debt Instrument [Line Items] | |
Total debt | 7,522 |
Columbia Loan | |
Debt Instrument [Line Items] | |
Total debt | $ 38,297 |
Debt - Narrative (Details)
Debt - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||||
May 09, 2022 | Jan. 25, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Mar. 08, 2021 | |
Debt Instrument [Line Items] | ||||||
Gain (loss) on extinguishment of debt | $ 0 | $ (37,216) | $ (9,240) | |||
Reacquired treasury stock | $ 170,900 | |||||
Reclassification to equity | 124,805 | |||||
Columbia Warrant | ||||||
Debt Instrument [Line Items] | ||||||
Reclassification to equity | $ 124,805 | |||||
Cantor Loan | ||||||
Debt Instrument [Line Items] | ||||||
Debt conversion, converted instrument, shares issued | 26,050 | |||||
VWAP threshold (in dollars per share) | $ 8 | |||||
Debt instrument, converted instrument, additional shares issued | 197,005 | |||||
Columbia Loan | ||||||
Debt Instrument [Line Items] | ||||||
Loans payable | $ 40,100 | |||||
Class A ordinary shares | Cantor Loan | ||||||
Debt Instrument [Line Items] | ||||||
VWAP threshold (in dollars per share) | $ 10 | |||||
Convertible Debt | ||||||
Debt Instrument [Line Items] | ||||||
Gain (loss) on extinguishment of debt | $ (37,216) | |||||
Convertible Debt | Class A ordinary shares | ||||||
Debt Instrument [Line Items] | ||||||
Debt conversion, converted instrument, shares issued | 17,980,954 |
Leases - Narrative (Details)
Leases - Narrative (Details) | Dec. 31, 2022 |
Lessee, Lease, Description [Line Items] | |
Operating lease, weighted average remaining lease term | 5 years 7 months 28 days |
Operating lease, weighted average discount rate, percent | 4.60% |
Minimum | |
Lessee, Lease, Description [Line Items] | |
Lessee, operating lease, remaining lease term | 2 years |
Maximum | |
Lessee, Lease, Description [Line Items] | |
Lessee, operating lease, remaining lease term | 10 years |
Leases - Change in Right-of-Use
Leases - Change in Right-of-Use Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Operating Right-of-Use Assets [Roll Forward] | |||
Beginning balance | $ 2,955 | $ 1,403 | |
Lease expense | (1,701) | (494) | $ (247) |
Foreign exchange differences | 115 | (48) | |
Additions | 7,171 | 2,119 | |
Disposals | (322) | 0 | |
Transfers | (47) | (25) | |
Ending balance | $ 8,171 | $ 2,955 | $ 1,403 |
Leases - Change in Operating Le
Leases - Change in Operating Lease Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Operating Lease Liability [Roll Forward] | |||
Beginning balance | $ 3,068 | $ 1,415 | |
Additions to operating lease liabilities | 7,171 | 2,119 | |
Lease expense | 314 | 54 | $ 51 |
Foreign exchange differences | (293) | (48) | |
Disposals | (329) | 0 | |
Payments | (1,692) | (472) | |
Ending balance | 8,239 | 3,068 | $ 1,415 |
Total current | 2,176 | 985 | |
Total non-current | $ 6,063 | $ 2,083 |
Leases - Lease Expense (Details
Leases - Lease Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Leases [Abstract] | |||
Right-of-use assets | $ 1,701 | $ 494 | $ 247 |
Operating lease liabilities | 314 | 54 | 51 |
Total lease expense | $ 2,015 | $ 548 | $ 298 |
Leases - Operating Lease Maturi
Leases - Operating Lease Maturity (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | |||
2023 | $ 2,484 | ||
2024 | 2,235 | ||
2025 | 824 | ||
2026 | 603 | ||
2027 and thereafter | 3,166 | ||
Total remaining lease payments | 9,312 | ||
Less imputed interest | (1,073) | ||
Present value of lease liability | 8,239 | $ 3,068 | $ 1,415 |
Total current | 2,176 | 985 | |
Total non-current | $ 6,063 | $ 2,083 |
Adoption of U.S. GAAP - Reconci
Adoption of U.S. GAAP - Reconciliation of Condensed Consolidated Statement of Operations and Comprehensive Loss (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Revenue | $ 6,012,000 | $ 4,247,000 | $ 0 |
Cost of sales | 3,284,000 | 1,876,000 | 0 |
General and administrative expenses | 37,191,000 | 36,640,000 | 8,003,000 |
Research and development | 13,055,000 | 9,636,000 | 5,924,000 |
Depreciation expense | 14,326,000 | 10,728,000 | 3,031,000 |
Other operating expenses, net | 29,023,000 | 14,002,000 | 5,449,000 |
Total costs and expenses | 96,879,000 | 72,882,000 | 22,407,000 |
Operating loss | (90,867,000) | (68,635,000) | (22,407,000) |
Finance costs, net | (652,000) | (9,738,000) | 35,000 |
Change in fair value of financial instruments | 58,311,000 | 17,983,000 | 9,637,000 |
Loss on extinguishment of debt | 0 | (37,216,000) | (9,240,000) |
Other income (expense), net | 1,140,000 | 1,069,000 | 594,000 |
Total other income (expense), net | (27,902,000) | 1,026,000 | |
Loss before income tax | (32,068,000) | (96,537,000) | (21,381,000) |
Income tax (expense) benefit | (4,573,000) | 232,000 | (148,000) |
Net loss | (36,641,000) | (96,305,000) | (21,529,000) |
Foreign currency translation loss, net of tax | (226,000) | (86,000) | 0 |
Comprehensive loss | $ (36,867,000) | $ (96,391,000) | $ (21,529,000) |
Basic loss for the period attributable to common stockholders (in dollars per share) | $ (0.44) | $ (5.78) | $ (1.34) |
Weighted average number of ordinary shares (basic) (in shares) | 83,188,276 | 16,655,634 | 16,029,826 |
Diluted loss for the period attributable to common stockholders (in dollars per share) | $ (0.66) | $ (5.78) | $ (1.34) |
Weighted average number of ordinary shares (diluted) (in shares) | 83,798,149 | 16,655,634 | 16,029,826 |
IFRS | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Revenue | $ 4,247,000 | $ 0 | |
Cost of sales | 1,876,000 | 0 | |
General and administrative expenses | 36,649,000 | 8,127,000 | |
Research and development | 9,640,000 | 5,878,000 | |
Depreciation expense | 10,825,000 | 3,182,000 | |
Other operating expenses, net | 14,002,000 | 5,476,000 | |
Total costs and expenses | 72,992,000 | 22,663,000 | |
Operating loss | (68,745,000) | (22,663,000) | |
Finance costs, net | (11,769,000) | (22,000) | |
Change in fair value of financial instruments | (42,102,000) | (84,224,000) | |
Loss on extinguishment of debt | 3,576,000 | (7,466,000) | |
Other income (expense), net | 1,067,000 | 597,000 | |
Total other income (expense), net | (49,228,000) | (91,115,000) | |
Loss before income tax | (117,973,000) | (113,778,000) | |
Income tax (expense) benefit | 232,000 | (148,000) | |
Net loss | (117,741,000) | (113,926,000) | |
Foreign currency translation loss, net of tax | (86,000) | 0 | |
Comprehensive loss | $ (117,827,000) | $ (113,926,000) | |
Basic loss for the period attributable to common stockholders (in dollars per share) | $ (7.07) | $ (7.11) | |
Weighted average number of ordinary shares (basic) (in shares) | 16,655,634 | 16,029,826 | |
Diluted loss for the period attributable to common stockholders (in dollars per share) | $ (7.07) | $ (7.11) | |
Weighted average number of ordinary shares (diluted) (in shares) | 16,655,634 | 16,029,826 | |
Adjustments/ Reclassifications | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Revenue | $ 0 | $ 0 | |
Cost of sales | 0 | 0 | |
General and administrative expenses | (9,000) | (124,000) | |
Research and development | (4,000) | 46,000 | |
Depreciation expense | (97,000) | (151,000) | |
Other operating expenses, net | 0 | (27,000) | |
Total costs and expenses | (110,000) | (256,000) | |
Operating loss | 110,000 | 256,000 | |
Finance costs, net | 2,031,000 | 57,000 | |
Change in fair value of financial instruments | 60,085,000 | 93,861,000 | |
Loss on extinguishment of debt | (40,792,000) | (1,774,000) | |
Other income (expense), net | 2,000 | (3,000) | |
Total other income (expense), net | 21,326,000 | 92,141,000 | |
Loss before income tax | 21,436,000 | 92,397,000 | |
Income tax (expense) benefit | 0 | 0 | |
Net loss | 21,436,000 | 92,397,000 | |
Foreign currency translation loss, net of tax | 0 | 0 | |
Comprehensive loss | $ 21,436,000 | $ 92,397,000 | |
Basic loss for the period attributable to common stockholders (in dollars per share) | $ 1.29 | $ 5.76 | |
Weighted average number of ordinary shares (basic) (in shares) | 0 | 0 | |
Diluted loss for the period attributable to common stockholders (in dollars per share) | $ 1.29 | $ 5.76 | |
Weighted average number of ordinary shares (diluted) (in shares) | 0 | 0 |
Adoption of U.S. GAAP - Recon_2
Adoption of U.S. GAAP - Reconciliation of Condensed Consolidated Balance Sheet (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets | ||||
Cash and cash equivalents | $ 76,528 | $ 8,533 | ||
Accounts receivable | 1,388 | 1,196 | ||
Prepaid expenses and other current assets | 3,198 | 2,695 | ||
Total current assets | 81,240 | 12,424 | ||
Property and equipment, net | 47,981 | 32,530 | ||
Operating lease right-of-use assets | 8,171 | 2,955 | $ 1,403 | |
Deferred income tax assets | 0 | 1,640 | ||
Other non-current assets | 6,463 | 369 | ||
Total assets | 143,855 | 49,918 | ||
Current liabilities | ||||
Accounts payable | 9,850 | 6,650 | ||
Debt | 0 | 108,473 | ||
Warrant liabilities | 8,335 | 143,237 | ||
Operating lease liabilities | 2,176 | 985 | ||
Contract liabilities | 1,941 | 935 | ||
Accrued expenses and other liabilities | 6,417 | 23,435 | ||
Total current liabilities | 30,072 | 283,715 | ||
Operating lease liabilities | 6,063 | 2,083 | ||
Contract liabilities | 1,000 | 1,000 | ||
Other non-current liabilities | 522 | 2,552 | ||
Total liabilities | 37,657 | 289,350 | ||
Redeemable Series X preferred stock | 0 | 21,306 | 0 | $ 0 |
Stockholders' equity (deficit) | ||||
Treasury stock | (8,603) | (170,949) | ||
Additional paid-in capital | 337,928 | 96,471 | ||
Accumulated other comprehensive loss | (312) | (86) | ||
Accumulated deficit | (222,815) | (186,174) | ||
Total stockholders’ equity (deficit) | 106,198 | (260,738) | $ (25,828) | $ (5,449) |
Total liabilities, redeemable preferred stock and stockholders' equity (deficit) | $ 143,855 | 49,918 | ||
IFRS | ||||
Current assets | ||||
Cash and cash equivalents | 8,533 | |||
Accounts receivable | 1,196 | |||
Prepaid expenses and other current assets | 2,695 | |||
Total current assets | 12,424 | |||
Property and equipment, net | 33,586 | |||
Operating lease right-of-use assets | 2,663 | |||
Deferred income tax assets | 1,640 | |||
Other non-current assets | 369 | |||
Total assets | 50,682 | |||
Current liabilities | ||||
Accounts payable | 6,650 | |||
Debt | 246,189 | |||
Warrant liabilities | 0 | |||
Operating lease liabilities | 891 | |||
Contract liabilities | 935 | |||
Accrued expenses and other liabilities | 23,435 | |||
Total current liabilities | 278,100 | |||
Operating lease liabilities | 1,908 | |||
Contract liabilities | 1,000 | |||
Other non-current liabilities | 2,552 | |||
Total liabilities | 283,560 | |||
Redeemable Series X preferred stock | 0 | |||
Stockholders' equity (deficit) | ||||
Treasury stock | (170,949) | |||
Additional paid-in capital | 235,909 | |||
Accumulated other comprehensive loss | (86) | |||
Accumulated deficit | (297,752) | |||
Total stockholders’ equity (deficit) | (232,878) | |||
Total liabilities, redeemable preferred stock and stockholders' equity (deficit) | 50,682 | |||
Adjustments/ Reclassifications | ||||
Current assets | ||||
Cash and cash equivalents | 0 | |||
Accounts receivable | 0 | |||
Prepaid expenses and other current assets | 0 | |||
Total current assets | 0 | |||
Property and equipment, net | (1,056) | |||
Operating lease right-of-use assets | 292 | |||
Deferred income tax assets | 0 | |||
Other non-current assets | 0 | |||
Total assets | (764) | |||
Current liabilities | ||||
Accounts payable | 0 | |||
Debt | (137,716) | |||
Warrant liabilities | 143,237 | |||
Operating lease liabilities | 94 | |||
Contract liabilities | 0 | |||
Accrued expenses and other liabilities | 0 | |||
Total current liabilities | 5,615 | |||
Operating lease liabilities | 175 | |||
Contract liabilities | 0 | |||
Other non-current liabilities | 0 | |||
Total liabilities | 5,790 | |||
Redeemable Series X preferred stock | 21,306 | |||
Stockholders' equity (deficit) | ||||
Treasury stock | 0 | |||
Additional paid-in capital | (139,438) | |||
Accumulated other comprehensive loss | 0 | |||
Accumulated deficit | 111,578 | |||
Total stockholders’ equity (deficit) | (27,860) | |||
Total liabilities, redeemable preferred stock and stockholders' equity (deficit) | $ (764) |
Adoption of U.S. GAAP - Impact
Adoption of U.S. GAAP - Impact of Change Before Considering The Tax Effect from Share-Based Compensation (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
(Condensed Consolidated Statement of Operations and Comprehensive Loss) | |||
Research and development | $ 13,055,000 | $ 9,636,000 | $ 5,924,000 |
Other operating expenses | 29,023,000 | 14,002,000 | 5,449,000 |
Loss before income tax | (32,068,000) | (96,537,000) | (21,381,000) |
(Condensed Consolidated Balance Sheet) | |||
Additional paid-in capital | 337,928,000 | 96,471,000 | |
Adjustment to accumulated deficit | (222,815,000) | (186,174,000) | |
Total liabilities, redeemable preferred stock and stockholders' equity (deficit) | $ 143,855,000 | 49,918,000 | |
Adjustments/ Reclassifications | |||
(Condensed Consolidated Statement of Operations and Comprehensive Loss) | |||
Research and development | (4,000) | 46,000 | |
Other operating expenses | 0 | (27,000) | |
Loss before income tax | 21,436,000 | 92,397,000 | |
(Condensed Consolidated Balance Sheet) | |||
Additional paid-in capital | (139,438,000) | ||
Adjustment to accumulated deficit | 111,578,000 | ||
Total liabilities, redeemable preferred stock and stockholders' equity (deficit) | (764,000) | ||
Adjustments/ Reclassifications | IFRS Impact on Share-Based Compensation | |||
(Condensed Consolidated Statement of Operations and Comprehensive Loss) | |||
General and administrative expenses | (80,000) | (136,000) | |
Research and development | 0 | (89,000) | |
Other operating expenses | 0 | (27,000) | |
Loss before income tax | (80,000) | $ (252,000) | |
(Condensed Consolidated Balance Sheet) | |||
Additional paid-in capital | 542,000 | ||
Adjustment to accumulated deficit | (542,000) | ||
Total liabilities, redeemable preferred stock and stockholders' equity (deficit) | $ 0 |
Adoption of U.S. GAAP - Impac_2
Adoption of U.S. GAAP - Impact of Change Before Considering The Tax Effect from Research and Development (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
(Condensed Consolidated Statement of Operations and Comprehensive Loss) | |||
Research and development | $ 13,055,000 | $ 9,636,000 | $ 5,924,000 |
Depreciation expense | 14,326,000 | 10,728,000 | 3,031,000 |
Total other income (expense), net | (27,902,000) | 1,026,000 | |
Loss before income tax | (32,068,000) | (96,537,000) | (21,381,000) |
(Condensed Consolidated Balance Sheet) | |||
Property and equipment, net | 47,981,000 | 32,530,000 | |
Total assets | 143,855,000 | 49,918,000 | |
Adjustment to accumulated deficit | (222,815,000) | (186,174,000) | |
Total liabilities, redeemable preferred stock and stockholders' equity (deficit) | $ 143,855,000 | 49,918,000 | |
Adjustments/ Reclassifications | |||
(Condensed Consolidated Statement of Operations and Comprehensive Loss) | |||
Research and development | (4,000) | 46,000 | |
Depreciation expense | (97,000) | (151,000) | |
Total other income (expense), net | 21,326,000 | 92,141,000 | |
Loss before income tax | 21,436,000 | 92,397,000 | |
(Condensed Consolidated Balance Sheet) | |||
Property and equipment, net | (1,056,000) | ||
Total assets | (764,000) | ||
Adjustment to accumulated deficit | 111,578,000 | ||
Total liabilities, redeemable preferred stock and stockholders' equity (deficit) | (764,000) | ||
Adjustments/ Reclassifications | IFRS Impact on Research and Development | |||
(Condensed Consolidated Statement of Operations and Comprehensive Loss) | |||
Research and development | (4,000) | 135,000 | |
Depreciation expense | (97,000) | (151,000) | |
Total other income (expense), net | 0 | 0 | |
Loss before income tax | (101,000) | $ (16,000) | |
(Condensed Consolidated Balance Sheet) | |||
Property and equipment, net | (1,056,000) | ||
Total assets | (1,056,000) | ||
Adjustment to accumulated deficit | (1,056,000) | ||
Total liabilities, redeemable preferred stock and stockholders' equity (deficit) | $ (1,056,000) |
Adoption of U.S. GAAP - Impac_3
Adoption of U.S. GAAP - Impact of Change Before Considering The Tax Effect from Leases (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
(Condensed Consolidated Statement of Operations and Comprehensive Loss) | |||
General and administrative expenses | $ 37,191,000 | $ 36,640,000 | $ 8,003,000 |
Finance costs, net | (652,000) | (9,738,000) | 35,000 |
Other income, net | 1,140,000 | 1,069,000 | 594,000 |
Loss before income tax | (32,068,000) | (96,537,000) | (21,381,000) |
(Condensed Consolidated Balance Sheet) | |||
Operating lease right-of-use assets | 8,171,000 | 2,955,000 | 1,403,000 |
Total assets | 143,855,000 | 49,918,000 | |
Operating lease liabilities | 8,239,000 | 3,068,000 | 1,415,000 |
Non-current operating lease liabilities | 6,063,000 | 2,083,000 | |
Adjustment to accumulated deficit | (222,815,000) | (186,174,000) | |
Total liabilities, redeemable preferred stock and stockholders' equity (deficit) | $ 143,855,000 | 49,918,000 | |
Adjustments/ Reclassifications | |||
(Condensed Consolidated Statement of Operations and Comprehensive Loss) | |||
General and administrative expenses | (9,000) | (124,000) | |
Finance costs, net | 2,031,000 | 57,000 | |
Other income, net | 2,000 | (3,000) | |
Loss before income tax | 21,436,000 | 92,397,000 | |
(Condensed Consolidated Balance Sheet) | |||
Operating lease right-of-use assets | 292,000 | ||
Total assets | (764,000) | ||
Non-current operating lease liabilities | 175,000 | ||
Adjustment to accumulated deficit | 111,578,000 | ||
Total liabilities, redeemable preferred stock and stockholders' equity (deficit) | (764,000) | ||
Adjustments/ Reclassifications | IFRS Impact on Leases | |||
(Condensed Consolidated Statement of Operations and Comprehensive Loss) | |||
General and administrative expenses | 71,000 | 12,000 | |
Finance costs, net | (49,000) | (57,000) | |
Other income, net | (2,000) | 3,000 | |
Loss before income tax | 20,000 | $ (42,000) | |
(Condensed Consolidated Balance Sheet) | |||
Operating lease right-of-use assets | 292,000 | ||
Total assets | 292,000 | ||
Operating lease liabilities | 94,000 | ||
Non-current operating lease liabilities | 175,000 | ||
Adjustment to accumulated deficit | 23,000 | ||
Total liabilities, redeemable preferred stock and stockholders' equity (deficit) | $ 292,000 |
Adoption of U.S. GAAP - Impac_4
Adoption of U.S. GAAP - Impact of Change Before Considering The Tax Effect from Financial Instruments (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Finance costs, net | $ (652,000) | $ (9,738,000) | $ 35,000 | |
Change in fair value of financial instruments | 58,311,000 | 17,983,000 | 9,637,000 | |
Gain (loss) on extinguishment of debt | 0 | (37,216,000) | (9,240,000) | |
Loss before income tax | (32,068,000) | (96,537,000) | (21,381,000) | |
Debt | 0 | 108,473,000 | ||
Redeemable Series X preferred stock | 0 | 21,306,000 | 0 | $ 0 |
Warrant liability | 8,335,000 | 143,237,000 | ||
Additional paid-in capital | 337,928,000 | 96,471,000 | ||
Adjustment to accumulated deficit | (222,815,000) | (186,174,000) | ||
Total liabilities, redeemable preferred stock and stockholders' equity (deficit) | $ 143,855,000 | 49,918,000 | ||
Adjustments/ Reclassifications | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Finance costs, net | 2,031,000 | 57,000 | ||
Change in fair value of financial instruments | 60,085,000 | 93,861,000 | ||
Gain (loss) on extinguishment of debt | (40,792,000) | (1,774,000) | ||
Loss before income tax | 21,436,000 | 92,397,000 | ||
Debt | (137,716,000) | |||
Redeemable Series X preferred stock | 21,306,000 | |||
Warrant liability | 143,237,000 | |||
Additional paid-in capital | (139,438,000) | |||
Adjustment to accumulated deficit | 111,578,000 | |||
Total liabilities, redeemable preferred stock and stockholders' equity (deficit) | (764,000) | |||
Adjustments/ Reclassifications | IFRS Impact on Financial Instruments | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Finance costs, net | (1,982,000) | 0 | ||
Change in fair value of financial instruments | (60,085,000) | (93,861,000) | ||
Gain (loss) on extinguishment of debt | 40,792,000 | 1,774,000 | ||
Loss before income tax | (21,275,000) | $ (92,087,000) | ||
Debt | (137,716,000) | |||
Redeemable Series X preferred stock | 21,306,000 | |||
Warrant liability | 143,237,000 | |||
Additional paid-in capital | (139,980,000) | |||
Adjustment to accumulated deficit | 113,153,000 | |||
Total liabilities, redeemable preferred stock and stockholders' equity (deficit) | $ 0 |
Adoption of U.S. GAAP - Impac_5
Adoption of U.S. GAAP - Impact of Change Before Considering The Tax Effect from Earnings Per Share (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2020 USD ($) $ / shares shares | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Net loss | $ | $ (36,641) | $ (96,305) | $ (21,529) |
Weighted average number of ordinary shares (basic) (in shares) | shares | 83,188,276 | 16,655,634 | 16,029,826 |
Loss per share basic (in dollars per share) | $ (0.44) | $ (5.78) | $ (1.34) |
Weighted average number of ordinary shares (Dilutive) (in shares) | shares | 83,798,149 | 16,655,634 | 16,029,826 |
Diluted loss for the period attributable to common stockholders (in dollars per share) | $ (0.66) | $ (5.78) | $ (1.34) |
Exchange ratio | 3.3028 | 3.3028 | 3.3028 |
Adjustments/ Reclassifications | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Net loss | $ | $ 21,436 | $ 92,397 | |
Weighted average number of ordinary shares (basic) (in shares) | shares | 0 | 0 | |
Loss per share basic (in dollars per share) | $ 1.29 | $ 5.76 | |
Diluted loss for the period attributable to common stockholders (in dollars per share) | $ 1.29 | $ 5.76 | |
Adjustments/ Reclassifications | IFRS Impact on Earnings Per Share | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Net loss | $ | $ (96,305) | $ (21,529) | |
Weighted average number of ordinary shares (basic) (in shares) | shares | 16,655,634 | 16,029,826 | |
Loss per share basic (in dollars per share) | $ (5.78) | $ (1.34) | |
Loss for the year attributable to Equity holders of the parent (diluted) | $ | $ (96,305) | $ (21,529) | |
Diluted loss for the period attributable to common stockholders (in dollars per share) | $ (5.78) | $ (1.34) |
Equity Method Investment (Detai
Equity Method Investment (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of Equity Method Investments [Line Items] | ||||
Equity method investment, outstanding common shares, percent | 5% | |||
Equity investment in OS | $ 3,700 | $ 3,653 | $ 0 | $ 0 |
Conversion period | 36 months | |||
Warrants | OS | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Warrants issued (in shares) | 524,715 |
Subsequent Events (Details)
Subsequent Events (Details) - Class B ordinary shares | Mar. 08, 2023 | Mar. 07, 2023 | Dec. 31, 2022 |
Subsequent Event [Line Items] | |||
Vote for each share | 1.472467906 | ||
Subsequent Event | |||
Subsequent Event [Line Items] | |||
Vote for each share | 1.472467906 | 1.463844005 |