0001781162-23-000015 | 10-K | XBRL Viewer

SAFE Notes	12 Months Ended
SAFE Notes	Dec. 31, 2022
Equity [Abstract]
SAFE Notes	SAFE Notes The Company issued SAFE notes to investors. During the year ended December 31, 2021, the Company issued SAFE notes to investors in exchange for aggregate proceeds of $30.9 million. On August 12, 2021, as a result of the Business Combination, all of the Company’s outstanding SAFE notes, representing principal of $78 million and a fair value of $136 million on the conversion date, converted into 12,403,469 shares of Common Stock of the Combined Company.Prior to conversion, the Company determined that the SAFE notes were not a legal form of debt (i.e., no creditors’ rights). The SAFE notes included a provision allowing for cash redemption upon the occurrence of a change of control, the occurrence of which was outside the control of the Company. The provision required the SAFE notes be classified as marked-to-market liabilities pursuant to ASC 480. The income reported from the decrease in the estimated fair value of the SAFE notes was $209.3 million for the year ended December 31, 2021. These amounts are included in other income.

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Schedule of Property, Machinery and Equipment, Net

The estimated useful lives of fixed assets by asset category are described below:


Fixed Assets						Estimated Useful Life
Computer equipment						Three years
Furniture and fixtures						Five years
Leasehold improvements						Lesser of estimated useful life or remaining lease term (one year to seven years)
Machinery and equipment						Seven years

Property, machinery and equipment, net consisted of the following:


(in thousands)	December 31, 2022		December 31, 2021
Computer equipment	$	10	$	178
Furniture and fixtures	—		206
Leasehold improvements	2,281		2,693
Machinery and equipment	3,411		3,332
Construction in-progress	106		247
Property, machinery and equipment, gross	5,808		6,656
Less: accumulated depreciation	(1,792)		(1,827)
Property, machinery and equipment, net	$	4,016	$	4,829

Schedule of Changes in Fair Value of Liabilities

The change in fair values of liabilities subject to recurring remeasurement were as follows:


(in thousands)	Level	Fair value as of December 31, 2021		Change in Fair Value		Fair value as of December 31, 2022
Warrant Liability	3	$	5,749	$	(5,185)	$	564
Share Repurchase Liability	3	—		10,000		10,000
Liability-Classified Performance Awards	3	70		(70)		—
Total		$	5,819	$	4,745	$	10,564

Schedule of Fair Value Inputs

Key assumptions for the Black-Scholes model used to determine the fair value of warrants outstanding as of December 31, 2022 were as follows:


Warrant term (years)	3.61
Volatility	76.00	%
Risk-free rate	4.11	%
Dividend yield	0.00	%

The assumptions used under the Black-Scholes-Merton Option Pricing model and weighted average fair value of options on the grant date are as follows:


	Year Ended December 31,
	2022	2021
Expected term (in years)	5.8	N/A
Risk-free interest rate	2.35%	N/A
Expected volatility	61.90%	N/A
Dividend yield	0.00%	N/A
Fair value on grant date	$1.46	N/A

Accrued Expenses

12 Months Ended

Dec. 31, 2022

Payables and Accruals [Abstract]

Accrued Expenses

Accrued expenses consisted of the following:


(in thousands)	December 31, 2022		December 31, 2021
Legal and other professional services	$	3,128	$	4,121
Compensation expense	3,584		3,862
Research and development projects	981		1,240

Other current expense	333		399
Payroll tax expense	—		163
Total	$	8,026	$	9,785

Prepaids and Other Current Assets

12 Months Ended

Dec. 31, 2022

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

Prepaids and Other Current Assets

Prepaids and other current assets consisted of the following:


(in thousands)	December 31, 2022		December 31, 2021
Prepaid launch costs, current	$	3,000	$	—
Prepaid research and development	2,841		4,869
Prepaid insurance and other assets	4,332		4,562
Total	$	10,173	$	9,431

As of December 31, 2022 and December 31, 2021, the non-current portion of prepaid launch costs recorded in other non-current assets was $4.4 million and $3.0 million, respectively.

FAA Application

On May 10, 2021, the Company received a letter from the FAA denying the Company’s application for a payload review for the then-planned June 2021 launch. According to the letter, during an interagency consultation, the FAA was informed that the launch of the Company’s payload posed national security concerns associated with the Company’s then-current corporate structure. The letter further stated that the FAA understood that the Company was undergoing a process that might resolve the national security concerns, and that the FAA could reconsider a payload application when that process was completed.

As a result of the FAA application denial, on May 21, 2021, the Company received notification from one of its launch service providers that it was terminating two launch service agreements for flights scheduled during calendar year 2021 and that they considered the Company to be in default of prior payments totaling $8.7 million. The Company believed the prepayments were non-recoverable as this was the third time the payload was rescheduled. As a result of the notification from one of its launch service providers, the Company recorded an impairment charge of $8.7 million of prepaid launch costs during the year ended December 31, 2022. There was an unrelated impairment of $0.8 million for the year ended December 31, 2021.

On October 12, 2021, the Company began discussions with the same launch service provider about reestablishing a future launch schedule. As a result of such discussion, the Company signed a Launch Services Agreement on October 19, 2021 that reserved space on a launch that occurred in May 2022. The Company determined that $2.7 million of the impaired deposits were potentially recoverable in connection with the reestablished schedule. The Company did not record any adjustments as a result of the discussions.

determination followed a license from the Federal Communications Commission (the “FCC”) received on April 28, 2022, and updates to existing licenses from the National Oceanic and Atmospheric Administration (the “NOAA”).

All future missions remain subject to the receipt of licenses and government approvals, and successful completion of current efforts to get the system ready for flight. Refer to “Risk Factors — We may not receive all required governmental licenses and approvals,” and “Risk Factors — We are dependent on the successful development of our satellite vehicles and related technology,” under Part II, Item 1A: "Risk Factors," in this Annual Report on Form 10-K.

In connection with the launch of Vigoride 3 and the third-party deployer in May 2022, the Company amortized $1.2 million of prepaid launch costs. These costs were allocated proportionally based on payload weight; $12 thousand allocated to completed customer payload performance obligations was amortized to cost of revenue, $14 thousand allocated to customer payload subject to unresolved variable consideration was deferred within current deferred fulfillment costs as of the end of the second quarter 2022, $0.6 million allocated to the Vigoride vehicle was amortized to research and development costs, and $0.6 million allocated to the third-party deployer, intended as a demonstration of the Company’s business model, was amortized to selling, general and administrative costs. As a result of the launch, the Company realized $1.8 million of benefit from the recovery of previously impaired prepaid launch costs. The Company did not allocate any Vigoride vehicle development expense to cost of revenue as the vehicle has not yet met the criteria for capitalization. Refer to Research and Development Costs in Note 2.

During the third quarter of 2022, the Company resolved the variable consideration uncertainties that had caused it to defer revenue and cost of revenue from its inaugural launch. As a result, the Company amortized the deferred $14 thousand to cost of revenue.

Income Taxes - Components of Pre-Tax Loss (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
US	$ (95,444)	$ 120,656
(Loss) income before income taxes	$ (95,444)	$ 120,656

- Definition

Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.

+ References

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+ Details

Intangible Assets, net

12 Months Ended

Dec. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible Assets, net

Intangible assets, net consisted of the following as of December 31, 2022:


(in thousands)	Gross Value		Accumulated Amortization		Net Value		Weighted average remaining amortization period (in years)
Patents/Intellectual Property	$	461	$	(124)	$	337	7.0

Total	$	461	$	(124)	$	337

Intangible assets, net consisted of the following as of December 31, 2021:


(in thousands)	Gross Value		Accumulated Amortization		Net Value		Weighted average remaining amortization period (in years)
Patents/Intellectual Property	$	404	$	(91)	$	313	7.5
Capitalized software implementation costs	43		(7)		36		2.6
Total	$	447	$	(98)	$	349

Amortization expense related to intangible assets was $107 thousand and $50 thousand for the years ended December 31, 2022 and 2021, respectively.

As of December 31, 2022, the future estimated amortization expense related to intangible assets is as follows:


(in thousands)
2023	$	50
2024	50
2025	50
2026	50
2027	50
Thereafter	87
Total	337

Stock-based Compensation - Schedule of Fair Value Inputs (Details) - Options	12 Months Ended
	Dec. 31, 2022 $ / shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term (in years)	5 years 9 months 18 days
Risk-free interest rate	2.35%
Expected volatility	61.90%
Dividend yield	0.00%
Fair value on grant date (in dollars per share)	$ 1.46

Prepaids and Other Current Assets (Tables)

12 Months Ended

Dec. 31, 2022

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

Schedule of Prepaids and Other Current Assets

Prepaids and other current assets consisted of the following:


(in thousands)	December 31, 2022		December 31, 2021
Prepaid launch costs, current	$	3,000	$	—
Prepaid research and development	2,841		4,869
Prepaid insurance and other assets	4,332		4,562
Total	$	10,173	$	9,431

Leases - Narrative (Details) $ in Thousands	Dec. 31, 2022 USD ($) lease	Dec. 30, 2021 lease	Jan. 31, 2021 USD ($)
Leases [Abstract]
Obligation owed under lease agreement \| $	$ 8,440		$ 11,000
Number of leases modified \| lease	1	2
Operating lease, weighted-average remaining lease term	5 years 2 months 12 days
Operating lease, weighted-average discount rate	5.60%

Commitment and Contingencies

12 Months Ended

Dec. 31, 2022

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Purchase Obligations

Momentus enters into purchase obligations in the normal course of business. These obligations include purchase orders and agreements to purchase goods or services that are enforceable, legally binding, and have significant terms and minimum purchases stipulated. As of December 31, 2022, the Company’s future unconditional purchase obligations are as follows:


(in thousands)

2023	15,368
2024	600


Thereafter	—
Total	$	15,968

Legal Proceedings

Securities Class Actions

On July 15, 2021, a purported stockholder of SRAC filed a putative class action complaint against SRAC, SRC-NI Holdings, LLC ("Sponsor"), Brian Kabot (SRAC CEO), James Norris (SRAC CFO), Momentus, and the Company's co-founder and former CEO, Mikhail Kokorich, in the United States District Court for the Central District of California, in a case captioned Jensen v. Stable Road Acquisition Corp., et al., No. 2:21-cv-05744 (the "Jensen class action"). The complaint alleges that the defendants omitted certain material information in their public statements and disclosures regarding the Business Combination, in violation of the securities laws, and seeks damages on behalf of a putative class of stockholders who purchased SRAC stock between October 7, 2020 and July 13, 2021.

On July 22, 2021 and August 4, 2021, purported stockholders of SRAC filed putative class action complaints against SRAC, SRC-NI Holdings, LLC, Brian Kabot, James Norris, Momentus, and Mikhail Kokorich in the United States District Court for the Central District of California, in cases captioned Hall v. Stable Road Acquisition Corp., et al., No. 2:21-cv-05943 (the "Hall class action") and Depoy v. Stable Road Acquisition Corp., et al., No. 2:21-cv-06287 (the "Depoy class action"). The allegations in the Hall and Depoy class actions are substantially the same as the allegations in the Jensen class action (collectively, referred to as the "Securities Class Actions") and the purported class period is identical. On October 20, 2021, the Securities Class Actions were consolidated in the first filed matter. Other, similar suits may follow.

On November 12, 2021, Lead Plaintiff Hartmut Haenisch filed an Amended Consolidated Class Action Complaint (the “Amended Complaint”) against SRAC, Sponsor, Brian Kabot, Juan Manuel Quiroga, James Norris, James Hofmockel (collectively, the "Stable Road Defendants"), Momentus, Dawn Harms, Fred Kennedy (collectively, the "Momentus Defendants"), and Mikhail Kokorich. Ms. Harms and Mr. Kennedy, and others, were added as defendants in the Amended Complaint. The Amended Complaint alleges that the defendants made certain material misrepresentations, and omitted certain material information, in their public statements and disclosures regarding the Business Combination, in violation of the securities laws, and seeks damages on behalf of a putative class of stockholders who purchased SRAC stock between October 7, 2020 and July 13, 2021.

On February 14, 2022, the Momentus Defendants filed their motions to dismiss and the Stable Road Defendants filed their motion to dismiss the Amended Complaint. Mr. Kokorich has not been served, nor appeared, in the litigation. On July 13, 2022, the Court issued its ruling on the motions to dismiss, granting the Stable Road Defendants' motion as to Count 1 as against Defendants Quiroga, Norris and Hofmockel, granting the motion, granting the Momentus Defendants' motions as to Count III as against Defendants Harms and Kennedy, and denying the motions on all other counts. The Momentus Defendants and the Stable Road Defendants answered the Amended Complaint on August 2, 2022. A case management conference previously scheduled for August 22, 2022 was vacated and a case management and scheduling order issued without conference on August 25, 2022. A jury trial date has been set for November 14, 2023. Momentus disputes the allegations in the Amended Complaint and intends to vigorously defend the litigation.

On February 10, 2023, the lead plaintiff in the Securities Class Actions and the Company reached an agreement in principle to settle the Securities Class Actions. Under the terms of the agreement in principle, the lead plaintiff, on behalf of a class of all persons that purchased or otherwise acquired Company stock between October 7, 2020 and July 13, 2021, inclusive, would release the Company from all claims asserted or that could have been asserted in the Securities Class Actions and dismiss such claims with prejudice, in exchange for payment of $8.5 million by the Company (at least $4.0 million of which is expected to be funded by insurance proceeds). The agreement in principle remains subject to the satisfaction of various conditions, including negotiation and execution of a memorandum of understanding, final stipulation of settlement, notice to the proposed class, and approval by the United States District Court for the Central District of California. If these conditions are satisfied, the proposed

settlement will resolve all claims in the Securities Class Actions against the Company (except as to any shareholders that may elect to opt-out of the class). The Company and the other defendants have denied and continue to deny each and all of the claims alleged in the Securities Class Actions, and the proposed settlement contains no admission of liability, wrongdoing or responsibility by any of the defendants. In the event that the Company is unable to execute a final stipulation of settlement and obtain Court approval, the Company will continue to vigorously defend against the claims asserted in the Securities Class Actions.

As a result of the agreement in principle to settle the Securities Class Action, the Company recorded a litigation settlement contingency of $8.5 million. The Company additionally recorded an insurance receivable of $4.0 million for the insurance proceeds expected from its insurers related to the settlement. The net amount is included in other expense in the consolidated statement of operations.

SEC Settlement and CFIUS Review

On January 24, 2021, the Company received a subpoena from the Division of Enforcement of the SEC ("Division of Enforcement") requesting documents regarding the Registration Statement on Form S-4 and Amendment No. 1 thereto (the "Registration Statement") filed by SRAC in connection with the Business Combination. The Company entered into a settlement with the SEC on July 8, 2021. As a result of the settlement, in accordance with ASC 450, Contingencies, (“ASC 450”) the Company paid a fine of $2 million and recorded a liability of $5 million within other current liabilities, due one year from the settlement date. The Company paid the remaining $5 million liability on July 8, 2022.

In February 2021, the Company and Mr. Kokorich, with support from SRAC, submitted a joint notice to the CFIUS for review of the historical acquisition of interests in the Company by Mr. Kokorich, his wife, and entities that they control in response to concerns of the U.S. Department of Defense regarding the Company’s foreign ownership and control. On June 8, 2021, U.S. Departments of Defense and the Treasury, on behalf of CFIUS, Mr. Kokorich, on behalf of himself and Nortrone Finance S.A. (an entity controlled by Mr. Kokorich), Lev Khasis and Olga Khasis, each in their respective individual capacities and on behalf of Brainyspace LLC (an entity controlled by Olga Khasis) entered into a National Security Agreement (the "NSA").

In accordance with the NSA and pursuant to stock repurchase agreements entered into with the Company, effective as of June 8, 2021, each of Mr. Kokorich, Nortrone Finance S.A. and Brainyspace LLC (collectively “the Co-Founders”) sold 100% of their respective equity interests in the Company on June 30, 2021. In exchange for their equity interests, the Company initially paid each entity $1, but will additionally pay up to an aggregate of $50,000,000, out of funds legally available therefor, to the Co-Founders, on a pro rata basis, as follows: (i) an aggregate of $40,000,000 to be paid out of funds legally available therefor, within 10 business days after the earlier of (A) a business combination or capital raising transaction or series of transactions (whether in the form of debt or equity) resulting in cash proceeds of no less than $100,000,000 and (B) the Business Combination (the “First Payment Date”); and (ii) an aggregate of $10,000,000 to be paid out of funds legally available therefor, within 10 business days after a business combination or capital raising transaction or series of transactions (whether in the form of debt or equity) resulting in cash proceeds of no less than $250,000,000 (determined without any reduction for the $100,000,000 previously received in respect of the First Payment Date).

As a result of the Business Combination, which generated $247.3 million of gross proceeds (as described in Note 3), the Company paid the Co-Founders $40.0 million in addition to the initial consideration paid of $3. The Company recorded the consideration paid as a reduction of common stock and additional paid in capital. Pursuant to the NSA, a portion of those divestment proceeds were placed in escrow accounts, and may not be released to the divested investors until after completion of audit by a third-party auditor of the investors compliance with the NSA and the lapse of a 15 day period without an objection from the CFIUS Monitoring Agencies. Following the third-party audit of the investors’ NSA compliance, all of the escrowed divestment proceeds were released to the Co-Founders as of March 1, 2022 in accordance with the NSA.

If the Company were to undertake a business combination or capital raising transaction or series of transactions (whether in the form of debt or equity) resulting in cash proceeds of approximately $2.7 million or more, the Company would need to pay an aggregate of $10.0 million to the Co-Founders in accordance with the terms of the stock repurchase agreements (see Note 11). As a subsequent event, on February 27, 2023 the Company raised aggregate gross proceeds of $10.0 million through the sale of securities, which triggered the liability under the stock repurchase agreements. Refer to Note 16.

The Company evaluated and periodically re-evaluates this potential consideration as a liability under ASC 480 utilizing a probability-weighted approach. Certain factors which would enable successful fundraising were considered, including progress toward compliance with the NSA, research and development progress, and agreements with launch providers, as well as the Company’s fundraising efforts under the at-the-market offering program describe above, resulting in an estimated liability of $10.0 million expected to be paid to the Co-Founders with a corresponding offset to additional paid in capital within the consolidated statements of stockholders’ equity (deficit), as of December 31, 2022.

The NSA establishes various requirements and restrictions on the Company to protect national security, certain of which may materially and adversely affect the Company’s operating results due to the cost of compliance, limitations on the Company’s control over certain U.S. facilities, contracts, personnel, vendor selection and operations, and any potential penalties for noncompliance with such requirements and restrictions. The NSA provides for quarterly compliance auditing by an independent auditor. The NSA further provides for liquidated damages up to $1,000,000 per breach of the NSA. If the CFIUS Monitoring Agencies, the U.S. Departments of Defense and Treasury, find noncompliance, the CFIUS Monitoring Agencies could impose penalties, including liquidated damages.

The Company incurred legal expenses related to these matters of approximately $1.7 million during the year ended December 31, 2022, and $7.5 million during the year ended December 31, 2021, and expects to continue to incur legal expenses in the future.

Shareholder Section 220 Litigation

On June 16, 2022, Plaintiff and Momentus shareholder James Burk filed a verified complaint against Momentus in the Delaware Court of Chancery, Case. No. 2022-0519, to inspect the books and records of Momentus pursuant to Section 220 of the Delaware General Corporation Law. Plaintiff seeks production of books and records relating to the management of Momentus and its disclosures to potential investors in connection with the Business Combination. The matter is currently stayed pending the Company's production of certain documents to satisfy Plaintiff's requests for inspection. Plaintiff has demanded an order compelling the Company to comply with Plaintiff's production demands and granting Plaintiff an award of attorney's fees in connection with its prosecution of the matter. The Company from time to time responds to books and records requests properly submitted pursuant to applicable Delaware law. Momentus disputes the allegations in the complaint and intends to vigorously defend the litigation.

Shareholder Derivative Litigation

On June 20, 2022, a shareholder derivative action was filed by Brian Lindsey, on behalf of Momentus, in the U.S. District Court for the Central District of California, Case No. 2:22-cv-04212, against Momentus (as a nominal defendant), SRAC, Brian Kabot, Juan Manuel Quiroga, James Norris, James Hofmockel, Mikhail Kokorich, Dawn Harms, Fred Kennedy, Chris Hadfield, Mitchel B. Kugler, Victorino Mercado, Kimberly A. Reed, Linda J. Reiners, and John C. Rood. This derivative action alleges the same core allegations as stated in the securities class action litigation. Defendants dispute the allegations as stated in this derivative action. On September 27, 2022, Plaintiff filed his Notice of Voluntary Dismissal without Prejudice seeking to dismiss the case. Because Plaintiff’s dismissal of this derivative action was voluntary and without prejudice, this plaintiff and/or other shareholders may seek to re-file the claims asserted in this matter at a later date. Momentus intends to vigorously defend any such litigation.

On January 25, 2023, a shareholder derivative action was filed by Melissa Hanna, on behalf of Momentus, Inc., in the US District Court for the Northern District of California, Case No. 5:23-cv-00374, against Momentus (as a nominal defendant), SRAC, Brian Kabot, Juan Manuel Quiroga, James Norris, James Hofmockel, Mikhail Kokorich, Dawn Harms, Fred Kennedy, Chris Hadfield, Mitchel B. Kugler, Victorino Mercado, Kimberly A. Reed, Linda J. Reiners, and John C. Rood (the “Derivative Action II”). The Derivative Action alleges the same core allegations as stated in the Securities Class Actions, and also claims that Momentus ignored and/or refused a prior demand made by Ms. Hanna on Momentus’s Board of Directors. Momentus disputes the allegations in the complaint and intends to vigorously defend the litigation.

SAFE Note Litigation

On July 20, 2022, The Larian Living Trust ("TLLT") filed an action against Momentus in New Castle County Superior Court, Delaware, in the Complex Commercial Litigation Division, Case No. N22C-07-133 EMD CCLD. TLLT pleads claims for fraudulent inducement and breach of contract arising from two investment contracts pursuant to which TLLT alleges it invested $4 million in Momentus. TLLT alleges that a "liquidity event" occurred when Momentus closed the Business Combination, such that it was entitled to the greater of its $4 million investment or its “Conversion Amount” of Momentus shares, which was a total of 724,995 shares of Momentus stock. TLLT further alleges that Momentus refused to provide it the conversion amount of shares until April 2022, at which point the value of its shares had dropped significantly from their peak value in August of 2021, in excess of $7.6 million. TLLT seeks damages in excess of $7.6 million, in addition to interests and its attorney's fees and costs. On September 22, 2022, Momentus filed its motion to dismiss the complaint in this matter. On November 16, 2022, TLLT filed an amended complaint in lieu of responding to the motion to dismiss. Momentus filed its motion to dismiss the amended complaint on December 2, 2022. On January 24, 2023, TLLT filed its response to the motion to dismiss. On February 17, 2023, Momentus filed its reply in support of the motion to dismiss. Hearing on the motion to dismiss will take place on March 16, 2023. Momentus disputes the allegations in the complaint and intends to vigorously defend the litigation.

Kokorich Litigation

On June 8, 2021, former co-founders and shareholders of the Company, Mikhail Kokorich and Lev Khasis signed the NSA alongside stock repurchase agreements, whereby they agreed to divest their interests in the Company in exchange for a cash payments and other considerations. As part of the NSA and stock repurchase agreements, Messrs. Kokorich and Khasis agreed to a broad waiver and release of all claims (broadly defined) against the Company. The Company has maintained that this release is effective as to various advancement and indemnification claims either individual may have against the Company.

Both Messrs. Kokorich and Khasis have, through counsel, disagreed with the Company’s position. For example, Mr. Kokorich is named as a defendant in the securities class action pending against the Company and other defendants, although he has not been served nor appeared in those matters. In addition, Mr. Kokorich is the sole defendant in a civil litigation action filed against him by the Securities and Exchange Commission, which remains pending in the US District Court for the District of Columbia, Case No. 1:21-cv-01869. Mr. Kokorich has demanded indemnification and advancement from Momentus for his fees and costs incurred in these actions, which claims are disputed by the Company.

The Company continues to maintain that Mr. Kokorich’s release in the NSA and stock repurchase agreements is effective as to his claims for advancement and indemnification in these litigation matters. On August 16, 2022, Mr. Kokorich filed a verified complaint against Momentus in the Delaware Court of Chancery (Case. No. 2022-0722) seeking indemnification and advancement from Momentus. On October 14, 2022, Momentus filed its motion to dismiss this action. On November 14, 2022 Kokorich filed an amended complaint, after which Momentus’ motion to dismiss survived only as to its Rule 12(b)(1) argument. On the same day, Kokorich filed his opposition to Momentus’ motion to dismiss under Rule 12(b)(1). On December 2, 2022, Momentus filed its reply in support of this motion to dismiss complaint. Also on December 2, 2022, Momentus filed its motion to dismiss the amended complaint. On January 5, 2023, Kokorich filed his response to the motion to dismiss. On January 26, 2023, Momentus filed its reply in support of the motion to dismiss. A hearing on the motion to dismiss was held on February 2, 2023, and the Court of Chancery has taken the matter under advisement, with an order on Momentus’s motion to dismiss expected in the coming weeks. Momentus disputes the allegations in the complaint and intends to vigorously defend the litigation.

Delaware Class Action

On November 10, 2022, purported stockholders filed a putative class action complaint against Brian Kabot, James Hofmockel, Ann Kono, Marc Lehmann, James Norris, Juan Manuel Quiroga, SRC-NI Holdings, LLC, Edward K. Freedman, Mikhail Kokorich, Dawn Harms, Fred Kennedy, and John C. Rood in the Court of Chancery of the State of Delaware, in a case captioned Shirley, et al. v. Kabot et al., 2022-1023-PAF. The complaint alleges that the defendants made certain material misrepresentations, and omitted certain material information, in their public statements and disclosures regarding the Proposed Transaction, in violation of the securities laws, and seeks damages on behalf of a putative class of stockholders who purchased SRAC stock on or before August 9, 2021. The putative class action does not name Momentus as a defendant. Regardless, the SPAC directors and officers, together

with current and former directors and officers of Momentus, have demanded indemnification and advancement from Momentus, under the terms of the merger agreement and the exhibits thereto, the Delaware corporate code, the Company’s bylaws, and their individual indemnification agreements. Momentus may be liable for the fees and costs incurred by the SPAC defendants, and has an obligation to advance such fees during the pendency of the litigation. On December 5, 2022, a motion of interested party James Burk to stay proceedings was filed by the plaintiff in the Shareholder Section 220 Litigation (discussed above). On January 25, 2023, the putative stockholders filed their opposition to the motion of interested party James Burk to stay proceedings. On February 3, 2023, interested party James Burk filed his reply in support of the motion to stay proceedings. On February 9, 2023, the court denied the motion of interested party James Burk to stay proceedings. Momentus disputes the allegations in the complaint and intends to vigorously defend against any such litigation.

Other Litigation and Related Matters

These and other litigation matters may be time-consuming, divert management’s attention and resources, cause the Company to incur significant defense and settlement costs or liability, even if we believe the claims asserted against us are without merit. We intend to vigorously defend against all such claims. Because of the potential risks, expenses and uncertainties of litigation, as well as claims for indemnity from various of the parties concerned, we may from time to time, settle disputes, even where we believe that we have meritorious claims or defenses. Because litigation is inherently unpredictable, further compounded by various claims for indemnity which may or may not be fully insured, we cannot assure that the results of these actions, either individually or in the aggregate, will not have a material adverse effect on our operating results and financial condition.

From time to time, the Company may be a party to litigation and subject to claims incident to the ordinary course of business on in connection with the matters discussed above. Although the results of litigation and claims cannot be predicted with certainty, the Company currently believes that the final outcome of these matters will not have a material adverse effect on its business. Regardless of the outcome, litigation can have an adverse impact on the Company because of judgment, defense and settlement costs, diversion of management resources and other factors. At each reporting period, the Company evaluates whether or not a potential loss amount or a potential range of loss is probable and reasonably estimable under ASC 450, Contingencies. Legal fees are expensed as incurred.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT) - USD ($) $ in Thousands	Total	Preferred stock	FF Preferred stock	Common stock – Class A	Common stock – Class B	Common stock	Additional paid in capital	Accumulated deficit	Previously Reported	Previously Reported Preferred stock	Previously Reported FF Preferred stock	Previously Reported Common stock – Class A	Previously Reported Common stock – Class B	Previously Reported Common stock	Previously Reported Additional paid in capital	Previously Reported Accumulated deficit	Retroactive application of recapitalization Preferred stock	Retroactive application of recapitalization FF Preferred stock	Retroactive application of recapitalization Common stock – Class A	Retroactive application of recapitalization Common stock – Class B	Retroactive application of recapitalization Common stock
Beginning balance (in shares) at Dec. 31, 2020		0	0	0	0					144,875,941	20,000,000	18,398,005	70,000,000				(144,875,941)	(20,000,000)	(18,398,005)	(70,000,000)
Ending balance (in shares) at Dec. 31, 2021		0	0	0	0
Beginning balance (in shares) at Dec. 31, 2020						62,510,690								0							62,510,690
Beginning balance at Dec. 31, 2020	$ (289,472)					$ 1	$ 39,866	$ (329,338)	$ (289,472)					$ 0	$ 39,866	$ (329,338)					$ 1
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock upon exercise of stock options (in shares)						1,510,467
Issuance of common stock upon exercise of stock options	336						336
Issuance of common stock upon vesting of RSUs (in shares)						433,188
Share repurchase related to Section 16 Officer tax coverage exchange (in shares)						(35,185)
Share repurchase related to Section 16 Officer tax coverage exchange	(151)						(151)
Stock-based compensation	18,382						18,382
Warrant conversion upon exercise (in shares)						638,125
Warrant conversion upon exercise	6,999						6,999
Shares issued upon conversion of SAFE notes (in shares)						12,403,469
Shares issued upon conversion of SAFE Notes	136,001						136,001
Stock repurchase (in shares)						(25,601,730)
Stock repurchase	(40,000)						(40,000)
Issuance of common stock and warrants, in connection with PIPE (in shares)						11,000,000
Issuance of common stock and warrants, in connection with PIPE	75,114						75,114
Issuance of common stock and warrants, net of transaction costs, upon merger (in shares)						18,352,757
Issuance of common stock and warrants, net of transaction costs, upon merger	104,022						104,022
Net (loss) income	$ 120,654							120,654
Ending balance (in shares) at Dec. 31, 2021	81,211,781					81,211,781
Ending balance at Dec. 31, 2021	$ 131,888					$ 1	340,570	(208,683)
Ending balance (in shares) at Dec. 31, 2022		0	0	0	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock upon exercise of stock options (in shares)	2,184,961					2,184,961
Issuance of common stock upon exercise of stock options	$ 574						574
Issuance of common stock upon vesting of RSUs (in shares)						787,033
Issuance of common stock purchase of ESPP (in shares)						165,393
Issuance of common stock upon purchase of ESPP	271						271
Share repurchase related to Section 16 Officer tax coverage exchange (in shares)						(186,161)
Share repurchase related to Section 16 Officer tax coverage exchange	(331)						(331)
Stock-based compensation	11,649						11,649
Warrant conversion upon exercise (in shares)						278,146
Stock repurchase valuation adjustment	(10,000)						(10,000)
Net (loss) income	$ (95,444)							(95,444)
Ending balance (in shares) at Dec. 31, 2022	84,441,153					84,441,153
Ending balance at Dec. 31, 2022	$ 38,607					$ 1	$ 342,733	$ (304,127)

Subsequent Events	12 Months Ended
Subsequent Events	Dec. 31, 2022
Subsequent Events [Abstract]
Subsequent Events	Subsequent Events Securities Class Action Settlement On February 10, 2023, the Company and the lead plaintiff reached an agreement in principle to settle the Securities Class Action. Under the terms of the agreement in principle, the lead plaintiff, on behalf of a class of all persons that purchased or otherwise acquired Company stock between October 7, 2020 and July 13, 2021, inclusive, would release the Company from all claims asserted or that could have been asserted in the Securities Class Actions and dismiss such claims with prejudice, in exchange for payment of $8.5 million by the Company (at least $4.0 million of which is expected to be funded by insurance proceeds). Registered Direct Securities Sale On February 23, 2023 the Company entered into an agreement to sell 9,396,000 shares of Common Stock, 2,170,043 prefunded warrants and 11,566,043 warrants with strike price of $1.15, in exchange for aggregate gross proceeds of $10.0 million. The offering closed on February 27, 2023. As a result of the proceeds from the sale, the Company triggered its liability of $10.0 million under the stock repurchase agreements with the Co-Founders. See Note 14. Delaware Court of Chancery Petition On February 17, 2023 the Company filed a petition in the Delaware Court of Chancery, seeking an order validating and declaring effective the Second Amended and Restated Certificate of Incorporation of the Company, which, among other things, increased the total number of authorized shares of Class A common stock from 100,000,000 to 250,000,000. The petition hearing is scheduled for March 14, 2023.

Intangible Assets, net - Schedule of Future Estimated Amortization Expense (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract]
2023	$ 50
2024	50
2025	50
2026	50
2027	50
Thereafter	87
Net Value	$ 337	$ 349

Income Taxes - Narrative (Details) - USD ($) $ in Thousands	Dec. 31, 2022	May 31, 2022	Dec. 31, 2021
Income Tax Examination [Line Items]
Valuation allowance	$ 61,200		$ 50,168
Costs resulting in ending gross deferred tax asset	80,600	$ 84,300
Deferred tax asset from leases	1,534		2,381
Deferred tax liability from leases	(1,356)		(2,137)
Federal
Income Tax Examination [Line Items]
Net operating loss carryforwards	78,700		38,900
Research and development credit carryforwards	3,400		2,900
State
Income Tax Examination [Line Items]
Net operating loss carryforwards	6,500		30,900
Research and development credit carryforwards	$ 3,400		$ 2,700

Diluted Earnings Per Share (Tables)

12 Months Ended

Dec. 31, 2022

Earnings Per Share [Abstract]

Schedule of Income (Loss) per Share

The following table sets forth the computation of diluted net (loss) income per share:


Diluted Net (Loss) Income Per Share	Year Ended December 31,
(in thousands, except share-based data)		2022		2021
Numerator:
Net (loss) income		$	(95,444)	$	120,654



Net (loss) income allocated to common stockholders for diluted net (loss) income per share		$	(95,444)	$	120,654
Denominator:
Denominator for basic net (loss) income per share - weighted average shares outstanding		81,546,648		65,177,873

Dilutive options and unvested stock units outstanding		—		5,438,952
Dilutive warrants outstanding		—		301,952

Denominator for diluted net (loss) income per share - adjusted weighted average shares outstanding		81,546,648		70,918,777

Net (loss) income per share - basic		$	(1.17)	$	1.85
Net (loss) income per share - diluted		$	(1.17)	$	1.70

Schedule of Antidilutive Shares

The following table summarizes potential common shares that were excluded as their effect is anti-dilutive:


	Year Ended December 31,
		2022	2021

Options and unvested stock units outstanding		6,355,796	3,029,991
Warrant outstanding		19,957,428	19,897,500

Contingent Sponsor Earnout Shares		1,437,500	—
Total		27,750,724	22,927,491

Summary of Significant Accounting Policies - Narrative (Details) $ / shares in Units, $ in Thousands					1 Months Ended	3 Months Ended		12 Months Ended
	Jun. 09, 2022	May 25, 2022 USD ($)	Oct. 19, 2021 USD ($)	Aug. 12, 2021 USD ($)	May 31, 2022 USD ($)	Dec. 31, 2022 USD ($) satellite $ / shares shares	Sep. 30, 2022 USD ($) satellite	Dec. 31, 2022 USD ($) satellite segment $ / shares shares	Dec. 31, 2021 USD ($) agreement $ / shares	Aug. 31, 2022 satellite	Jul. 29, 2022 satellite	Jul. 17, 2022 satellite	Jun. 30, 2022 USD ($)	May 28, 2022 satellite	Jul. 15, 2021 USD ($)
Cash and Cash Equivalents [Line Items]
Common stock, par value (in dollars per share) \| $ / shares						$ 0.00001		$ 0.00001	$ 0.00001
Restricted cash, non-current						$ 312		$ 312	$ 314
Deferred fulfillment and prepaid launch costs						$ 7,400		7,400	$ 3,000
Number of launch agreements terminated \| agreement									2
Impairment of prepaid launch costs								$ 8,700
Unrelated impairment costs									$ 800
Potential recoveries of previously impaired deposits			$ 2,700
Number of customer satellites deployed \| satellite														2
Number of customer satellites \| satellite														9
Special temporary authority, period	30 days
Number of additional customer satellites deployed \| satellite							5			1	2	2
Number of customer satellites in low earth orbit \| satellite							8
Number of customer satellites in low earth orbit, vigoride \| satellite							7
Number of remaining customer satellites \| satellite						2		2
Amortization of prepaid launch costs					$ 1,200
Cost of (reversal of) revenue (exclusive of items shown separately below)					12			$ 26	(135)
Deferred costs					14
Research and development expenses					600			41,721	51,321
Selling, general and administrative expenses					$ 600			49,827	48,905
Impaired prepaid launch costs								1,800
Amortization of deferred charges							$ 14
Refund liability, current									1,400
Revenue recognized previously recorded as contract liability								2,700	1,600
Contract liabilities, non-current						$ 1,026		$ 1,026	1,554
Revenue recognized previously recorded as contract liability		$ 50				$ 120	129
Deferred revenue, current contract liabilities													$ 133
Revenue recognized for cancelled contracts previously recorded as contract liability							28		330
Revenue recognized due to uncertainties							101
Deferred revenue as a result of variable consideration							$ 33
Reduction in cost of revenues									(135)
Warrants, expected term						5 years		5 years
Exchange ratio				0.2467416		1		1
Conversion of warrants to common stock, price per share (in dollars per share) \| $ / shares						$ 11.50		$ 11.50
Estimated fair value of warrants						$ 564		$ 564	$ 5,749						$ 30,500
Number of operating segments \| segment								1
Number of reportable segments \| segment								1
ESPP
Cash and Cash Equivalents [Line Items]
Offering period								6 months
Private Placement Warrant
Cash and Cash Equivalents [Line Items]
Number of warrants outstanding (in shares) \| shares						11,272,500		11,272,500
Estimated fair value of warrants				$ 31,200
Public Warrant
Cash and Cash Equivalents [Line Items]
Number of warrants outstanding (in shares) \| shares						8,625,000		8,625,000
Equity related to warrants				$ 20,200
Patents
Cash and Cash Equivalents [Line Items]
Intangible asset useful life								10 years
Cash Designated for Collateral
Cash and Cash Equivalents [Line Items]
Restricted cash, non-current						$ 300		$ 300
Cash Designated For Expenditures Under National Security Agreement
Cash and Cash Equivalents [Line Items]
Restricted cash						$ 1,000		$ 1,000

Summary of Significant Accounting Policies - Schedule of Fair Value Inputs (Details)	Dec. 31, 2022
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, expected term	5 years
Warrant term (years)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, expected term	3 years 7 months 9 days
Volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	0.7600
Risk-free rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	0.0411
Dividend yield
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	0.0000

Stockholders’ Equity (Deficit)

12 Months Ended

Dec. 31, 2022

Equity [Abstract]

Stockholders’ Equity (Deficit)

Common Stock and Preferred Stock

Pursuant to the terms of the Second Amended and Restated Certificate of Incorporation, the Company is authorized and has available a total of 270,000,000 shares of stock, consisting of (i) 250,000,000 shares of Common Stock, par value $0.00001 per share, and (ii) 20,000,000 shares of preferred stock, par value $0.00001 per share (“Preferred Stock”).

At the Closing of the Business Combination, the Company had 79,772,262 shares of Common Stock outstanding and no shares of Preferred Stock outstanding. The following summarizes the Company’s Common Stock outstanding immediately after the Business Combination:


	Shares	%
Momentus Space, LLC unit holders	50,419,505	63	%
Public stockholders	13,695,257	17	%
SRAC and its affiliates	4,657,500	6	%
PIPE Investors	11,000,000	14	%
Total	79,772,262	100	%

Co-Founder Divestment and Stock Repurchase Agreements

In accordance with the NSA and pursuant to stock repurchase agreements entered into with the Company, effective as of June 8, 2021, each of Mr. Kokorich, Nortrone Finance S.A. and Brainyspace LLC (collectively, the “Co-Founders”) sold 100% of their respective equity interests in the Company on June 30, 2021. In exchange for their equity interests, the Company initially paid each entity $1, but will additionally pay up to an aggregate of $50,000,000, out of funds legally available therefor, to the Co-Founders, on a pro rata basis, as follows: (i) an aggregate of $40,000,000 to be paid out of funds legally available therefor, within 10 business days after the earlier of (A) a business combination or capital raising transaction or series of transactions (whether in the form of debt or equity) resulting in cash proceeds of no less than $100,000,000 and (B) the Business Combination (the “First Payment Date”); and (ii) an aggregate of $10,000,000 to be paid out of funds legally available therefor, within 10 business days after a business combination or capital raising transaction or series of transactions (whether in the form of debt or equity) resulting in cash proceeds of no less than $250,000,000 (determined without any reduction for the $100,000,000 previously received in respect of the First Payment Date).

As a result of the Business Combination, which generated $247.3 million of gross proceeds (as described in Note 3), the Company paid the Co-Founders $40.0 million in addition to the initial consideration paid of $3. The Company recorded the consideration paid as a reduction of Common Stock and additional paid in capital. Pursuant to the NSA, a portion of those divestment proceeds were placed in escrow accounts, and were not to be released to the divested investors until after completion of audit by a third-party auditor of the investors compliance with the NSA and the lapse of a 15 day period without an objection from the CFIUS Monitoring Agencies. Following the third-party audit of the investors’ NSA compliance, all of the escrowed divestment proceeds were released to the Co-Founders as of March 1, 2022 in accordance with the NSA.

If the Company were to undertake a business combination or capital raising transaction or series of transactions (whether in the form of debt or equity) resulting in cash proceeds of approximately $2.7 million or more, the Company would need to pay an aggregate of $10.0 million to the Co-Founders in accordance with the terms of the stock repurchase agreements. As a subsequent event, on February 27, 2023 the Company raised $10.0 million through the sale of securities, which triggered the liability under the stock repurchase agreements. Refer to Note 16.

The Company evaluated and periodically re-evaluates this potential consideration as a liability under ASC 480 utilizing a probability-weighted approach. Certain factors which would enable successful fundraising were considered, including progress toward compliance with the NSA, research and development progress, and agreements with launch providers, as well as the Company’s fundraising efforts under the at-the-market offering program describe below, resulting in an estimated liability of $10.0 million expected to be paid to the Co-Founders with a corresponding offset to additional paid in capital within the consolidated statements of stockholders’ equity (deficit), as of December 31, 2022.

Stock Purchase Warrants

In February 2021, the Company entered into the Term Loan. In conjunction with the Term Loan, warrants up to 1% of the fully diluted capitalization (including allowance for conversion of all outstanding convertible notes, SAFE notes and such warrants) of the Company were granted to the lender exercisable at the lender’s option. 80% of the 1% of the warrants were earned by the lender upon execution of the agreement. The remaining 20% of the warrants were forfeited on June 30, 2021. The warrant’s original estimated fair value of $15.6 million was recorded as a derivative liability under ASC 815 with the offset recorded as a debt discount. The Company recorded the decrease in the estimated fair value of the warrant of $10.7 million for year ended December 31, 2021, within other income in

the accompanying consolidated income statements. The warrants were exercised by the lender immediately prior to the Business Combination. The loan remains outstanding as of December 31, 2022.

In March 2020, the Company entered into an equipment financing agreement to fund the acquisition of specific and eligible equipment (the “Equipment Loan”). In conjunction with the Equipment Loan, the Company issued stock purchase warrants to the lender, which allowed for the purchase of 191,108 shares of Common Stock in a subsequent round of financing. These warrants were also accounted for as a derivative liability and the decrease in the estimated fair value of the warrant of $1.1 million for the year ended December 31, 2021, was recorded within other income in the accompanying consolidated income statements. The warrants were exercised by the lender immediately prior to the Business Combination.

Public and Private Warrants

As of December 31, 2022, the Company had public and private warrants outstanding to purchase 8,625,000 and 11,272,500 of Common Stock, respectively, related to the Business Combination. The warrants entitle the registered holder to purchase stock at a price of $11.50 per share, subject to adjustment, at any time commencing on August 12, 2021. The public and private warrants expire on the fifth anniversary of the Business Combination, or earlier upon redemption or liquidation.

Additionally, the Company had private warrants outstanding to purchase 308,569 shares of Common Stock, with an exercise price of $0.20 per share, unrelated to the Business Combination, which were exercised on a net basis for 278,146 shares during the year ended December 31, 2022.

The private warrants assumed in connection with the Business Combination are accounted for as a derivative liability and the decrease in estimated fair value of the warrants of $(5.2) million for the year ended December 31, 2022, and $(25.5) million for the year ended December 31, 2021 was recorded within other income. The public warrants and the legacy outstanding private warrants were recorded as equity within consolidated statements of stockholders’ equity (deficit).

As a subsequent event, on February 27, 2023 the Company raised $10.0 million through the sale of securities, including 9,396,000 shares of Common Stock, 2,170,043 prefunded warrants and 11,566,043 warrants with strike price of $1.15, . Refer to Note 16.

Contingent Sponsor Earnout Shares

As a result of the Business Combination, the Company modified the terms of 1,437,500 shares of Common Stock held by SRAC’s sponsor (the “Sponsor Earnout Shares”), such that all such shares will be forfeited if the share price of Common Stock does not reach a volume-weighted average closing sale price of $12.50, two thirds of such shares will be forfeited if the share price of Common Stock does not reach a volume-weighted average closing sale price of $15.00, and one third of such shares will be forfeited if the share price of Common Stock does not reach a volume-weighted average closing sale price of $17.50, in each case, prior to the fifth anniversary of the Business Combination. Certain events which change the number of outstanding shares of Common Stock, such as a split, combination, or recapitalization, among other potential events, will equitably adjust the target vesting prices above. The Sponsor Earnout Shares may not be transferred without the Company’s consent until the shares vest.

The Sponsor Earnout Shares are recorded within equity. Due to the contingently forfeitable nature of the shares, the Sponsor Earnout Shares are excluded from basic EPS calculations but are considered potentially dilutive shares for the purposes of diluted EPS (refer to “Income (Loss) Per Share” below).

At-The-Market Offering

On September 28, 2022, Momentus entered into an At-the-Market Equity Offering Sales Agreement with a sales agent (the “ATM Sales Agreement”). Pursuant to the ATM Sales Agreement, the Company may from time to time sell, through the sales agent using at-the-market (“ATM”) offerings, shares of Common Stock up to an aggregate offer price of up to $50.0 million. Under the ATM Sales Agreement, the sales agent will be entitled to compensation at a commission rate of up to 3.0% of the gross sales price per share sold.

During the year ended December 31, 2022 there were no sales under the ATM Sales Agreement.

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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-Name Accounting Standards Codification
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-Section 50
-Paragraph 13
-Subparagraph (b)
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Subparagraph (SX 210.3-04)
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644

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-Name Accounting Standards Codification
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-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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-Section 50
-Paragraph 14
-Subparagraph (a)
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 13
-Subparagraph (i)
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
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-Paragraph 1
-Subparagraph (SX 210.4-08(e)(1))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 40
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-Paragraph 6
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126731327&loc=SL126733271-114008

+ Details

Reverse Recapitalization	12 Months Ended
Reverse Recapitalization	Dec. 31, 2022
Reverse Recapitalization [Abstract]
Reverse Recapitalization	Reverse Recapitalization As discussed in Note 1, "Nature of Operations," on the Closing Date, SRAC completed the acquisition of Momentus Inc. and acquired 100% of Momentus Inc.’s shares and Momentus Inc. received gross proceeds of $247.3 million, which included $110.0 million in proceeds from the PIPE Investment, and $137.3 million in proceeds from issuance of Common Stock upon the closing of the Business Combination. Proceeds from the issuance of Common Stock comprised of $172.5 million of public investment in SRAC, reduced by redemptions of $35.6 million. SRAC had additional stockholder deficit of $8.5 million, inclusive of $0.4 million of additional cash in trust from operations, which reduced the total proceeds to $238.8 million. The Merger was accounted for as a reverse recapitalization under ASC 805, with Legacy Momentus as the accounting acquirer and SRAC as the acquired company for accounting purposes. Momentus Inc. was determined to be the accounting acquirer as Momentus Inc.'s stockholders prior to the Merger had the greatest voting interest in the combined entity, Momentus Inc. comprises all of the ongoing operations, and Momentus Inc.'s senior management directs operations of the combined entity. Accordingly, all historical financial information presented in these consolidated financial statements represents the accounts of Momentus Inc. and its wholly owned subsidiary. Net assets were stated at historical cost consistent with the treatment of the transaction as a reverse recapitalization of Momentus Inc. One-time direct and incremental transaction costs incurred by the Company were recorded based on the activities to which the costs relate and the structure of the transaction. Costs of $27.8 million allocated to the issuance of equity were recorded as a reduction of equity raised, presented in additional paid in capital, while costs of $4.8 million allocated to the liability classified warrants were charged to expense. On the Closing Date, each holder of Momentus Inc. preferred and common stock received approximately 0.2467416 shares of the Company’s Common Stock, par value $0.00001 per share. See Note 11 for additional details of the Company's stockholders' equity (deficit) prior to and subsequent to the Merger. All equity awards of Momentus Inc. were assumed by the Company and converted into comparable equity awards that are settled or exercisable for shares of the Company’s Common Stock. As a result, each outstanding stock option was converted into an option to purchase shares of the Company’s Common Stock based on an exchange ratio of 0.2467416, and each outstanding restricted stock award was converted into restricted stock awards of the Company that, upon vesting, may be settled for shares of the Company’s Common Stock based on an exchange ratio of 0.2467416. Outstanding private warrants of Momentus Inc. common stock were also converted into warrants to purchase shares of the Company’s Common Stock based on an exchange ratio of 0.2467416. Each public and private warrant of SRAC that was unexercised at the time of the Merger was assumed by the Company and represents the right to purchase one share of the Company’s Common Stock upon exercise of such warrant. See Note 11 for more information. Lock-up Agreements In conjunction with the Closing, certain insider stockholders executed lock-up agreements, pursuant to which such stockholders agree not to transfer any shares of Common Stock for a period of six months after the Closing or, if earlier, the first date the closing price of the Common Stock equals or exceeds $12.00 per share for any 20 trading days within any 30-trading day period following the Closing. PIPE Investment On October 7, 2020 and July 15, 2021, SRAC entered into subscription agreements with the PIPE Investors to which such investors collectively subscribed for an aggregate of 11,000,000 shares of the Company’s Common Stock at $10.00 per share for aggregate gross proceeds of $110.0 million. The PIPE Investors were also granted an equal number of private warrants to purchase the Company’s Common Stock at $11.50 per share. The warrants were recorded as a derivative liability under ASC 815, and the warrant liability was initially valued at $30.5 million. See Note 11. The PIPE Investment was consummated concurrently with the closing of the Business Combination.

Loan Payable	12 Months Ended
Loan Payable	Dec. 31, 2022
Debt Disclosure [Abstract]
Loan Payable	Loan Payable Term Loan On February 22, 2021, the Company entered into a Term Loan and Security Agreement (the “Term Loan”) which provided the Company with up to $40.0 million in borrowing capacity at an annual interest rate of 12%. $25.0 million of the Term Loan was immediately available for borrowing by the Company at the inception of the agreement, the Company borrowed this amount on March 1, 2021. The remaining $15.0 million of borrowing capacity is no longer available as the Company did not achieve certain milestones by the June 30, 2021 deadline. The repayment terms of the Term Loan provide for interest-only payments from March 1, 2021 through February 28, 2022. Under the original terms, the principal amount was due and payable on March 1, 2022. However, during January 2022 the Company exercised its option to pay back the principal amount of the Term Loan over two years beginning on March 1, 2022 and ending on February 28, 2024. In conjunction with the Term Loan, warrants to purchase preferred stock up to 1% of the fully diluted capitalization (including allowance for conversion of all outstanding convertible notes, SAFE notes and such warrants) of the Company were granted to the lender exercisable at the lender’s option. 80% of the 1% of the warrants were earned by the lender upon execution of the agreement. The additional 20% of the warrants was forfeited as of June 30, 2021. The warrant’s original estimated fair value of $15.6 million was recorded as a derivative liability under ASC 815 with the offset recorded as a debt discount. On August 12, 2021 the lender exercised the warrant. See Note 11. Additionally, the Company incurred debt issuance costs of $0.1 million, which were recorded as a direct deduction from the carrying amount of the Term Loan. The Company allocated the proceeds from the Term Loan agreement to the note and warrants comprising the financing agreement based on the relative fair value of the individual securities on the February 22, 2021 closing date of the agreements. The discount attributable to the note, an aggregate of $15.8 million, primarily related to the value of the warrant liability with immaterial issuance costs, is amortized using the effective interest method over the term of the note, originally maturing on March 1, 2022, but now being repaid over two years, recorded as interest expense. Because the discount on the note exceeds 63% of its initial face value, and because the discount is amortized over the period from issuance to maturity, the calculated effective interest rate up until January 2022 was 126.0%. As a result of the exercised extended repayment schedule, the unamortized discount and issuance costs were recast over the updated term of the loan and resulted in a recalculated effective interest rate of 28.2%. Interest expense amortization was $2.7 million and $11.7 million for the years ended December 31, 2022 and 2021, respectively. As of December 31, 2022, the Company’s total loan payable consisted of gross Term Loan payable of $15.3 million and accrued interest of $0.1 million, offset by unamortized debt discount and issuance costs of $1.4 million. The Term Loan principal has future scheduled maturities of $13.0 million and $2.3 million for 2023 and 2024, respectively. Promissory Notes On June 29, 2021, the Company and SRAC amended the Merger Agreement which, among other things, provided for the issuance by the Company of two second lien notes (the “Promissory Notes”). The Promissory Notes, in the amount of $1.5 million each, were held by the Company’s outside counsel and SRAC, and were for certain legal fees and expenses incurred by SRAC and the Company in relation to the Business Combination. As a result of the Business Combination, the amount due to SRAC became an intercompany transaction which was eliminated from the combined entity’s consolidated balance sheets. During the year ended December 31, 2021, the Company signed an agreement with its outside counsel and made a payment which settled the Promissory Notes as well as all outstanding payables. The agreement resulted in a reduction of $2.6 million in the amount due for expenses incurred during the year, which was recorded as a reduction to legal expenses, included within SG&A within the accompanying consolidated statement of operations.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-URI https://asc.fasb.org/topic&trid=2208564

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (h)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Paragraph 1I
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Section 50
-Paragraph 1I
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
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-Subparagraph (g)
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
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-Paragraph 1B
-Subparagraph (i)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

+ Details

Diluted Earnings Per Share - Schedule of Net (Loss) Income Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Numerator:
Net (loss) income	$ (95,444)	$ 120,654
Net (loss) income allocated to common stockholders for diluted net (loss) income per share	$ (95,444)	$ 120,654
Denominator:
Denominator for basic net (loss) income per share - weighted average shares outstanding (in shares)	81,546,648	65,177,873
Dilutive options and unvested stock units outstanding (in shares)	0	5,438,952
Dilutive warrants outstanding (in shares)	0	301,952
Denominator for diluted net loss per share - adjusted weighted average shares outstanding (in shares)	81,546,648	70,918,777
Net (loss) income per share - basic (in dollars per share)	$ (1.17)	$ 1.85
Net (loss) income per share - diluted (in dollars per share)	$ (1.17)	$ 1.70

Commitment and Contingencies (Tables)

12 Months Ended

Dec. 31, 2022

Commitments and Contingencies Disclosure [Abstract]

Schedule of Future Unconditional Purchase Obligations

As of December 31, 2022, the Company’s future unconditional purchase obligations are as follows:


(in thousands)

2023	15,368
2024	600


Thereafter	—
Total	$	15,968

Nature of Operations (Details) $ / shares in Units, $ in Thousands			12 Months Ended
	Jun. 09, 2022	Jul. 15, 2021 USD ($) $ / shares shares	Dec. 31, 2022 USD ($) satellite $ / shares	Dec. 31, 2021 USD ($) $ / shares	Dec. 31, 2023 mission	Sep. 30, 2022 satellite	Aug. 31, 2022 satellite	Jul. 29, 2022 satellite	Jul. 17, 2022 satellite	May 28, 2022 satellite	Aug. 13, 2021 $ / shares	Aug. 12, 2021 $ / shares
Schedule of Reverse Recapitalization [Line Items]
Number of customer satellites deployed										2
Number of customer satellites										9
Special temporary authority, period	30 days
Special temporary authority, extension period	30 days
Number of additional customer satellites deployed						5	1	2	2
Number of customer satellites in low earth orbit						8
Number of customer satellites in low earth orbit, vigoride						7
Number of third-party customer satellites deployed in low earth orbit						1
Number of remaining customer satellites			2
Common stock, par value (in dollars per share) \| $ / shares			$ 0.00001	$ 0.00001
Exchange ratio			1									0.2467416
Number of shares sold (in shares) \| shares		11,000,000
Purchase price (in dollars per share) \| $ / shares		$ 10.00
Proceeds from issuance of common shares in PIPE \| $		$ 110,000	$ 0	$ 110,000
Estimated fair value of warrants \| $		$ 30,500	$ 564	$ 5,749
Forecast
Schedule of Reverse Recapitalization [Line Items]
Number of additional flying missions, anticipated \| mission					2
Private Warrant
Schedule of Reverse Recapitalization [Line Items]
Purchase price (in dollars per share) \| $ / shares		$ 11.50
Common stock – Class B
Schedule of Reverse Recapitalization [Line Items]
Common stock, par value (in dollars per share) \| $ / shares												$ 0.0001
Exchange ratio												1
Common stock – Class A
Schedule of Reverse Recapitalization [Line Items]
Common stock, par value (in dollars per share) \| $ / shares			$ 0.00001								$ 0.00001
Exchange ratio												1

Accrued Expenses (Tables)

12 Months Ended

Dec. 31, 2022

Payables and Accruals [Abstract]

Schedule of Accrued Expenses

Accrued expenses consisted of the following:


(in thousands)	December 31, 2022		December 31, 2021
Legal and other professional services	$	3,128	$	4,121
Compensation expense	3,584		3,862
Research and development projects	981		1,240

Other current expense	333		399
Payroll tax expense	—		163
Total	$	8,026	$	9,785

Stockholders’ Equity (Deficit) - Common Stock Outstanding (Details) - shares	Aug. 13, 2021	Dec. 31, 2022	Dec. 31, 2021
Class of Stock [Line Items]
Common stock outstanding (in shares)	79,772,262	84,441,153	81,211,781
Percentage of common stock outstanding	100.00%
Momentus Space, LLC unit holders
Class of Stock [Line Items]
Common stock outstanding (in shares)	50,419,505
Percentage of common stock outstanding	63.00%
Public stockholders
Class of Stock [Line Items]
Common stock outstanding (in shares)	13,695,257
Percentage of common stock outstanding	17.00%
SRAC and its affiliates
Class of Stock [Line Items]
Common stock outstanding (in shares)	4,657,500
Percentage of common stock outstanding	6.00%
PIPE Investors
Class of Stock [Line Items]
Common stock outstanding (in shares)	11,000,000
Percentage of common stock outstanding	14.00%

Property, Machinery and Equipment, net

12 Months Ended

Dec. 31, 2022

Property, Plant and Equipment [Abstract]

Property, Machinery and Equipment, net

Property, machinery and equipment, net consisted of the following:


(in thousands)	December 31, 2022		December 31, 2021
Computer equipment	$	10	$	178
Furniture and fixtures	—		206
Leasehold improvements	2,281		2,693
Machinery and equipment	3,411		3,332
Construction in-progress	106		247
Property, machinery and equipment, gross	5,808		6,656
Less: accumulated depreciation	(1,792)		(1,827)
Property, machinery and equipment, net	$	4,016	$	4,829

Depreciation expense related to property, machinery and equipment was $1.0 million and $1.0 million for the years ended December 31, 2022 and 2021, respectively. Depreciation expense is recorded withing operating expenses.

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Cash flows from operating activities:
Net (loss) income	$ (95,444)	$ 120,654
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Depreciation and amortization	1,090	1,092
Amortization of debt discount and issuance costs	2,690	11,729
Amortization of right-of-use asset	1,163	1,285
Decrease in fair value of warrants	(5,185)	(37,330)
Decrease in fair value of SAFE notes	0	(209,291)
Impairment of prepaid launch costs	0	9,450
Loss on disposal of fixed and intangible assets	168	17
Stock-based compensation expense	11,580	18,452
Changes in operating assets and liabilities:
Prepaids and other current assets	(2,206)	(14,373)
Other non-current assets	(147)	(325)
Accounts payable	373	1,562
Accrued expenses	(1,540)	7,042
Accrued interest	131	0
Other current liabilities	(5,020)	4,810
Contract liabilities	1,126	(1,071)
Lease liability	(1,189)	(426)
Other non-current liabilities	23	11
Net cash used in operating activities	(87,887)	(86,712)
Cash flows from investing activities:
Purchases of property, machinery and equipment	(583)	(2,972)
Proceeds from sale of property, machinery and equipment	34	0
Purchases of intangible assets	(184)	(118)
Net cash used in investing activities	(733)	(3,090)
Cash flows from financing activities:
Proceeds from issuance of SAFE notes	0	30,853
Proceeds from issuance of loan payable	0	25,000
Proceeds from exercise of stock options	574	336
Proceeds from employee stock purchase plan	271	0
Repurchase of Section 16 Officer shares for tax coverage exchange	(331)	(151)
Payment of loan payable	(9,697)	(1,500)
Payment of debt issuance costs	0	(144)
Payment of warrant issuance costs	0	(31)
Payment of deferred offering costs	(331)	0
Payment for repurchase of common shares	0	(40,000)
Proceeds from issuance of common shares in PIPE	0	110,000
Payments of issuances costs related to PIPE	0	(4,416)
Proceeds from issuance of common stock upon Business Combination	0	128,167
Payments for issuance costs related to Business Combination	0	(21,285)
Net cash (used in) provided by financing activities	(9,514)	226,829
(Decrease) Increase in cash, cash equivalents and restricted cash	(98,134)	137,027
Cash, cash equivalents and restricted cash, beginning of period	160,547	23,520
Cash, cash equivalents and restricted cash, end of period	62,413	160,547
Supplemental disclosure of non-cash investing and financing activities
Issuance of common stock related to conversion of SAFE notes	0	136,001
Issuance of common stock related to exercise of warrant liabilities	0	6,999
Reclassification of deferred offering costs	0	2,610
Assumption of merger warrants liability	0	31,225
Operating lease right-of-use assets in exchange for lease obligations	0	8,501
Stock repurchase liability fair value	10,000	0
Supplemental disclosure of cash flow information
Cash paid for income taxes	0	1
Cash paid for interest	2,440	2,500
Other Litigation Settlements
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Litigation settlement, net	$ 4,500	$ 0

Summary of Significant Accounting Policies - Schedule of Changes in Fair Value of Liabilities (Details) - Fair Value, Inputs, Level 3 - Fair Value, Recurring $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair value at beginning of period	$ 5,819
Total	4,745
Fair value at end of period	10,564
Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair value at beginning of period	5,749
Warrant Liability	(5,185)
Fair value at end of period	564
Share Repurchase Liability
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair value at beginning of period	0
Share Repurchase Liability	10,000
Fair value at end of period	10,000
Liability-Classified Performance Awards
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair value at beginning of period	70
Liability-Classified Performance Awards	(70)
Fair value at end of period	$ 0

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 61,094	$ 160,036
Restricted cash, current	1,007	197
Insurance receivable	4,000	0
Prepaids and other current assets	10,173	9,431
Total current assets	76,274	169,664
Property, machinery and equipment, net	4,016	4,829
Intangible assets, net	337	349
Operating right-of-use asset	6,441	7,604
Deferred offering costs	331	0
Restricted cash, non-current	312	314
Other non-current assets	4,712	3,065
Total assets	92,423	185,825
LIABILITIES AND SHAREHOLDERS’ EQUITY
Accounts payable	2,239	1,911
Accrued expenses	8,026	9,785
Loan payable, current	11,627	20,907
Contract liabilities, current	1,654	0
Operating lease liability, current	1,153	1,189
Stock repurchase liability	10,000	0
Litigation settlement contingency	8,500	0
Other current liabilities	27	5,075
Total current liabilities	43,226	38,867
Contract liabilities, non-current	1,026	1,554
Loan Payable, non-current	2,404	0
Warrant liability	564	5,749
Operating lease liability, non-current	6,131	7,284
Other non-current liabilities	465	483
Total non-current liabilities	10,590	15,070
Total liabilities	53,816	53,937
Commitments and Contingencies (Note 14)
Shareholders’ equity:
Common stock, $0.00001 par value; 250,000,000 shares authorized and 84,441,153 issued and outstanding as of December 31, 2022; 250,000,000 shares authorized and 81,211,781 issued and outstanding as of December 31, 2021	1	1
Additional paid-in capital	342,733	340,570
Accumulated deficit	(304,127)	(208,683)
Total shareholders’ equity	38,607	131,888
Total liabilities and shareholders’ equity	$ 92,423	$ 185,825

Income Taxes

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

Income Taxes

The Company accounts for income taxes in accordance with authoritative guidance, which requires the use of the asset and liability method. Under this method, deferred income tax assets and liabilities are determined based upon the difference between the consolidated financial statement carrying amounts and the tax basis of assets and liabilities and are measured using the enacted tax rate expected to apply to taxable income in the years in which the differences are expected to be reversed.

The following table presents the components of pre-tax income (loss) for the years ended:


(in thousands)	2022		2021
US	$	(95,444)	$	120,656

Total	$	(95,444)	$	120,656

The following are the components of the provision for income taxes for the years ended:


	2022		2021
Current

State	$	—	$	2

Total Provision	$	—	$	2

The following is a reconciliation of the statutory federal income tax rate to the Company’s effective tax rate for the years ended:


(in thousands)	2022			2021
Tax provision (benefit) at U.S. statutory rate	(20,042)	21.0	%	25,338	21.0	%
State income taxes, net of federal benefit	11,113	(11.6)	%	(8,446)	(7.0)	%
Non-deductible expenses	(60)	0.1	%	3,426	2.8	%
Change in value of equity instruments	(1,089)	1.1	%	(51,790)	(42.9)	%
Deferred adjustments	(143)	0.2	%	171	0.1	%

Research and development credits	(1,085)	1.1	%	(1,333)	(1.1)	%
Uncertain tax positions	276	(0.3)	%	336	0.3	%
Change in valuation allowance	11,030	(11.6)	%	32,300	26.8	%
	—	—	%	2	—	%

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The following table presents the significant components of the Company’s deferred tax assets and liabilities as of December 31, 2022 and 2021:


(in thousands)	December 31, 2022		December 31, 2021
Deferred tax assets:
Capitalized research and development credits	17,922		16,473
Start-up and Organization Costs	16,965		15,311
Net operating loss carryforwards	16,562		10,350
Research and development credits	4,595		3,758
Stock-based compensation	3,072		1,457
Operating lease obligations	1,534		2,381
Accrued expenses and reserves	$	1,710	$	1,070
Property and equipment	173		586
Intangibles	22		26
Other	1		—
Warrants	—		893

Total deferred tax assets before valuation allowance	62,556		52,305
Valuation allowance	(61,200)		(50,168)
Total deferred tax assets	$	1,356	$	2,137
Deferred Tax Liabilities:
Operating lease right-of-use assets	$	(1,356)	$	(2,137)

Total deferred tax liabilities	$	(1,356)	$	(2,137)
Net deferred tax assets	$	—	$	—

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. As a result of a history of taxable losses and uncertainties as to future profitability, the Company recorded a full valuation allowance against its deferred tax assets. The valuation allowance for the year ended December 31, 2022 was $61.2 million.

As of December 31, 2022, the Company had federal and state net operating loss (“NOL”) carryforwards of $78.7 million and $6.5 million, respectively. As of December 31, 2021, the Company had federal and state NOL carryforwards of $38.9 million and $30.9 million, respectively. While the federal NOLs can be carried forward indefinitely, California NOLs begin to expire in the year ending December 31, 2038. As of December 31, 2022, the Company had federal and California research and development credit carryforwards of $3.4 million and $3.4 million, respectively. As of December 31, 2021, the Company had federal and California research and development

credit carryforwards of $2.9 million and $2.7 million, respectively. The federal research and development credit will begin to expire in the year ending December 31, 2038, and the California research and development credit has no expiration.

ASC Topic No. 740-10 requires companies to determine whether it is “more likely than not” that a tax position will be sustained upon examination by the appropriate taxing authorities before any tax benefit can be recorded in the consolidated financial statements. It also provides guidance on the recognition, measurement, classification and interest and penalties related to uncertain tax positions. The following table summarizes the activity related to the Company’s gross unrecognized tax benefits:


(in thousands)	Gross unrecognized tax benefits
Balance as of December 31, 2021	$	1,253
Increases related to prior tax positions	(163)
Increases related to current tax positions	442
Balance as of December 31, 2022	$	1,532

The Company’s policy is to record estimated interest and penalties related to the underpayment of income taxes or unrecognized tax benefits as a component of its income tax provision. The Company has not recorded any interest or penalties related to unrecognized tax benefits through December 31, 2022.

In the normal course of business, the Company is subject to examination by federal and state jurisdictions where applicable based on the statue of limitations that apply in each jurisdiction. The tax return years 2017 through 2021 remain open to examination. The Company is not currently under audit by the taxing jurisdictions to which the Company is subject.

The Company performed IRC Section 382 study for year-ended December 31, 2021. In its study, the Company identified two changes to the ownership, resulting the limitation of the net operating loses. The first change of ownership occurred on November 1, 2018 and the second change of ownership occurred on June 8, 2021. In it's study of section 382, the Company identified that there were limitations to NOLs, however, none of the NOLs will expire utilized. An IRC Section 382 refresh study for year-ended December 31, 2022 is not performed.

The Company does not anticipate any material change in its unrecognized tax benefits in the next twelve months.

For the first five months of the year, the company was in start-up phase and had no revenue recognized as of May 31, 2022. Under section 195(b), all the expenses other than R&D, taxes and interest income/expense must be capitalized and amortized from the date the Company starts active trade or business. As of May 31, 2022, section 195(b) costs accumulated an ending gross DTA of $84.3 million. The Company began active trade or business as of June 01, 2022 and amortized section 195(b) costs for the remaining of the year. The Company has section 195(b) gross deferred tax asset of $80.6 million as of December 31, 2022.

The Company adopted Accounting Standards Update (“ASU”) 2016-02, Leases (“Topic 842” or “ASC 842”) on January 1, 2020, recognizing all leases, including operating leases, with a term of over twelve months on the balance sheets and disclosing key information about leasing transactions. At the end of December 31, 2022, total deferred tax asset and deferred tax liability outstanding leases is $1.5 million and $(1.4) million respectively.

The U.S. federal government responded to the COVID-19 pandemic on March 18, 2020 by enacting the Families First Coronavirus Response Act (“FFCRA”) and on March 27, 2020, the CARES Act. In addition to the deferral of the payment of certain payroll taxes until December 31, 2021 and 2022 noted above, the CARES Act amends the Tax Cut and Jobs Act of 2017 by modifying the amount of allowable interest expense deductions, allowing five-year carryback of net operating losses, and characterizing qualified improvement property as 15-year property eligible for bonus depreciation. The Company plans to avail itself of all applicable credits and deferrals, and continues to assess the impact the CARES Act may have on the business, however the FFCRA or the CARES Act is not expected to have a material impact on the financial condition, results of operations or liquidity.

August 12, 2021, the Company completed the Business Combination described in Note 3. The transaction is treated as tax-free merger under IRC Section 368.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 21
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330215-122817

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 17
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32809-109319

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 14
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32705-109319

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 270
-Section 50
-Paragraph 1
-URI https://asc.fasb.org/extlink&oid=6424409&loc=d3e44925-109338

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-URI https://asc.fasb.org/topic&trid=2144680

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 30
-Section 50
-Paragraph 2
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

Prepaids and Other Current Assets (Details) $ in Thousands		1 Months Ended	12 Months Ended
Prepaids and Other Current Assets (Details) $ in Thousands	Oct. 19, 2021 USD ($)	May 31, 2022 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	May 21, 2021 agreement
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Prepaid launch costs, current			$ 3,000	$ 0
Prepaid research and development			2,841	4,869
Prepaid insurance and other assets			4,332	4,562
Prepaids and other current assets			10,173	9,431
Non-current portion of prepaid launch costs			4,400	3,000
Number of launch service agreements terminated \| agreement					2
Impairment of prepaid launch costs			8,700
Unrelated impairment costs				800
Potential recoveries of previously impaired deposits	$ 2,700
Amortization of prepaid launch costs		$ 1,200
Cost of (reversal of) revenue (exclusive of items shown separately below)		12	26	(135)
Deferred costs		14
Research and development expenses		600	41,721	51,321
Selling, general and administrative expenses		$ 600	49,827	$ 48,905
Impaired prepaid launch costs			$ 1,800

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Basis of Presentation

The Business Combination was accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, SRAC is treated as the acquired company and Momentus Inc. is treated as the acquirer for financial statement reporting purposes (the “Combined Company”). Momentus Inc. was determined to be the accounting acquirer as Momentus Inc.'s stockholders prior to the Merger had the greatest voting interest in the combined entity, Momentus Inc. comprises all of the ongoing operations, and Momentus Inc.'s senior management directs operations of the combined entity.

Accordingly, for accounting purposes, the consolidated financial statements of the Combined Company represent a continuation of the financial statements of Momentus with the acquisition being treated as the equivalent of Momentus issuing stock for the net assets of SRAC, accompanied by a recapitalization. The net assets of SRAC are recorded at historical cost, with no goodwill or other intangible assets recorded.

One-time direct and incremental transaction costs incurred by the Company were recorded based on the activities to which the costs relate and the structure of the transaction; cost allocated to the issuance of equity were recorded as a reduction of the amount of equity raised, presented in additional paid in capital, while all costs allocated to the liability classified warrants were charged to expense.

In connection with the Business Combination, outstanding units of Legacy Momentus were converted into Common Stock of the Company, par value $0.00001 per share, representing a recapitalization. Momentus is deemed to be the predecessor of the Company, and the consolidated assets and liabilities and results of operations prior to the date of the Closing (the “Closing Date”) are those of Momentus. The shares and corresponding capital amounts and net (loss) income per share available to common stockholders, prior to the Business Combination, have been retroactively restated as shares reflecting the exchange ratio established in the Merger Agreement.

Reclassifications

During the third quarter of 2022, the Company reclassified certain cloud computing implementation costs from intangible assets to prepaid and other current assets, and other non-current assets to properly present the capitalized costs with their related subscription fees. In accordance with ASC 350, Intangibles, the Company presents capitalized implementation costs for cloud computing arrangements within the same line item that the prepayment of these fees would be presented. The reclassification was determined to be immaterial and will be accounted for prospectively.

During the fourth quarter of 2021, we modified the presentation of cash flows related to the Business Combination. The presented impact of the issuance costs allocated to expense (described in Note 3), was moved into the issuance costs line. Additionally the presentation of capitalized issuance costs which were paid during the two quarters prior to the Business Combination was updated to present those expenditures within cash flows from financing activities, rather than cash flows from operations.

Certain other reclassifications have been made to the prior year’s consolidated financial statements to conform to the current year’s presentation. None of the reclassifications have changed the total assets, liabilities, stockholders’ equity (deficit), income, expenses or net losses previously reported.

Principles of Consolidation

The consolidated financial statements include the financial statements of all the subsidiaries. All inter-company transactions and balances have been eliminated upon consolidation.

Use of Estimates

believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Accordingly, actual results could differ from those estimates. Significant estimates inherent in the preparation of the consolidated financial statements include, but are not limited to, accounting for useful lives of property, machinery and equipment, net, intangible assets, net, accrued liabilities, income taxes including deferred tax assets and liabilities, impairment valuation, stock-based compensation, Simple Agreement for Future Equity (“SAFE”) notes, warrant liabilities and repurchase liabilities.

COVID-19 Pandemic

As a result of the COVID-19 pandemic, the U.S. government and various states implemented quarantine requirements and travel restrictions. The extent of the impact of COVID-19 on the Company’s consolidated financial statements will depend on future developments, including the duration of the outbreak, resurgences and emergence of variants, all of which are highly uncertain and cannot be predicted. The potential impact of COVID-19 on the Company’s operations is inherently difficult to predict and could adversely impact the Company’s business, financial condition or results of operations.

Emerging Growth Company Status

Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can choose not to take advantage of the extended transition period and comply with the requirements that apply to non-emerging growth companies, and any such election to not take advantage of the extended transition period is irrevocable. The Company is an “emerging growth company” as defined in Section 2(a) of the Securities Act and has elected to take advantage of the benefits of the extended transition period for new or revised financial accounting standards. The Company will remain an emerging growth company until the earliest of (i) the last day of the fiscal year in which the market value of Common Stock that is held by non-affiliates exceeds $700 million as of the end of that year’s second fiscal quarter, (ii) the last day of the fiscal year in which the Company after the consummation of the Business Combination has total annual gross revenue of $1.07 billion or more during such fiscal year (as indexed for inflation), (iii) the date on which the Company has issued more than $1 billion in non-convertible debt in the prior three-year period or (iv) December 31, 2024. The Company expects to continue to take advantage of the benefits of the extended transition period, although it may decide to early adopt such new or revised accounting standards to the extent permitted by such standards. This may make it difficult or impossible to compare the Company’s financial results with the financial results of another public company that is either not an emerging growth company or is an emerging growth company that has chosen not to take advantage of the extended transition period exemptions because of the potential differences in accounting standards used.

Cash and Cash Equivalents

Restricted Cash

Restricted cash primarily represents deposited cash that is restricted by financial institutions for two purposes. $0.3 million is restricted as collateral for a letter of credit issued to the Company’s landlord in accordance with the terms of a lease agreement entered into in December 2020, and is classified as a non-current asset as it will be returned to the Company upon the occurrence of future events which are expected to occur beyond one year from December 31, 2022. The remaining $1.0 million is restricted for expenditures related to the National Security Agreement (“NSA”). See Note 14.

Deferred Fulfillment and Prepaid Launch Costs

We prepay for certain launch costs to third-party providers that will carry the transport vehicle to orbit. Prepaid costs allocated to the delivery of a customers’ payload are classified as deferred fulfillment costs and recognized as cost of revenue upon delivery of the customers’ payload. Prepaid costs allocated to our payload are classified as prepaid launch costs and are amortized to research and development expense upon the release of our payload. The allocation is determined based on the distribution between customer and our payload weight on each launch.

As of December 31, 2022, and December 31, 2021, the Company had $7.4 million and $3.0 million, respectively, of deferred fulfillment and prepaid launch costs recorded within prepaids and other current assets and other non-current assets in the accompanying consolidated balance sheets. On May 21, 2021, the Company received notification from one of its launch service providers that it was terminating two launch service agreements for flights scheduled during calendar year 2021 and that they considered the Company to be in default of prior payments totaling $8.7 million. The Company believed the prepayments would be non-recoverable as this was the third time the payload was rescheduled. As a result of the notification from one of its launch service providers, the Company recorded an impairment charge of $8.7 million of prepaid launch costs during the year ended December 31, 2021. There was an unrelated impairment of $0.8 million in the year ended December 31, 2021.

On October 12, 2021, the Company began discussions with the same launch service provider about reestablishing a future launch schedule. As a result of the discussion, the Company signed a Launch Services Agreement on October 19, 2021 that reserved space on a launch that occurred in May 2022. The Company determined that $2.7 million of the impaired deposits were potentially recoverable in connection with the reestablished schedule. The Company did not record any adjustments as a result of the discussions. See Note 4.

On May 4, 2022, the Company received a favorable determination from the Federal Aviation Administration (the “FAA”) of its application for payload review, which was the final regulatory milestone needed to support the Company’s inaugural flight of the Vigoride orbital service vehicle (Vigoride 3) in May 2022. The FAA favorable determination followed a license from the Federal Communications Commission (the “FCC”) received on April 28, 2022, and updates to existing licenses from the National Oceanic and Atmospheric Administration (the “NOAA”).

On May 25, 2022, the Company launched Vigoride 3 to low-earth orbit aboard the SpaceX Transporter-5 mission. In addition to Vigoride 3, Momentus used a second port on the same SpaceX mission to fly a third-party deployer from a partner company. On May 25, 2022, Momentus used the third-party deployer to place its first customer satellite in orbit.

On May 26, 2022, upon establishing two-way contact between Vigoride 3 in low-earth orbit and a ground station on Earth, Momentus discovered that Vigoride 3 had experienced certain anomalies after its launch, primarily relating to its deployable solar arrays, which provide power to the spacecraft and its subsystems. The Company quickly worked to address the anomalies, identify root causes and pursue solutions to be implemented in advance of future missions.

The Company determined that Vigoride 3’s deployable solar arrays, which are produced by a third party, and are folded and stowed during launch, did not operate as intended once in orbit. This resulted in low power and communications issues with the spacecraft. Meanwhile, the spacecraft's fixed, body-mounted solar panels appeared to have worked as intended and were able to provide some power to the spacecraft. The Company and the producer of the solar arrays identified a mechanical issue as the root cause of the deployable arrays not operating as intended. The Company also identified the root cause of the anomalies that it experienced with other spacecraft systems during the low-power state.

On May 28, 2022, Momentus was able to deploy two customer satellites from Vigoride 3 (of nine total customer satellites onboard Vigoride 3). The Company then continued efforts to deploy other customer satellites. While Momentus initially established two-way communications with Vigoride 3, it was unable to continue such two-way communication given the spacecraft's low-power state. Momentus has been using an unplanned frequency to work through the anomalies and applied for a 30-day Special Temporary Authority (“STA”) from the FCC to properly comply with the FCC’s radio frequency transmission requirements. On June 9, 2022, the Company received approval of a 30-day STA from the FCC as requested, which the FCC extended for an additional 30 days on July 13, 2022. Momentus continued to apply for 30-day extensions for its STA prior to expiration, which the FCC has granted in each case, through October 20, 2022.

While Momentus was unable to re-establish two-way communication with Vigoride 3, it continued to broadcast commands to the spacecraft from ground stations on Earth, including commands to deploy customer satellites. Additionally, Vigoride 3 was equipped with a mechanism designed to autonomously deploy customer satellites in the event of a sustained loss of communications with ground stations.

During the third quarter of 2022, the Vigoride spacecraft deployed five additional customer satellites including two on July 17, 2022, two on July 29, 2022, and one at the end of August 2022. In total, Momentus deployed a total of eight customer satellites in low-earth orbit during its inaugural mission, comprising seven satellites from Vigoride 3

and one satellite from the third-party deployer system. The Company was unable and remains unable to confirm the deployment of the last two customer satellites that Vigoride 3 was carrying. The Company incorporated improvements identified during its inaugural mission in advance of its first follow-on mission and other planned follow-on missions.

On January 3, 2023, the Company launched Vigoride 5 to low-earth orbit aboard the SpaceX Transporter-6 mission. The mission is ongoing and Vigoride 5 is in good health as it undergoes a deliberate commissioning process in preparation for on-orbit operations. On Vigoride’s first orbital pass, Momentus confirmed that both solar arrays were deployed, and the vehicle was generating power and charging its batteries. As of the date of this Annual Report on Form 10-K, the vehicle’s power and temperatures continue to be within the nominal expected ranges. While Vigoride 5 is carrying two customer payloads, the primary mission objective is to test the spacecraft on orbit, learn from any issues that are encountered and implement lessons learned on future Vigoride vehicles and missions.

The Company anticipates flying two additional missions with Vigoride during 2023. All future missions remain subject to the receipt of licenses and government approvals, and successful completion of our efforts to prepare our spacecraft for flight. The Company can offer no assurances that the vehicles that it plans to operate in future missions will be ready on time, or that they will operate as intended. Refer to “Risk Factors — We may not receive all required governmental licenses and approvals,” and “Risk Factors — We are dependent on the successful development of our satellite vehicles and related technology,” under Part I, Item 1A: "Risk Factors," in this Annual Report on Form 10-K.

Property, Machinery and Equipment, net

Property, machinery and equipment are stated at cost less accumulated depreciation. Depreciation is generally recorded using the straight-line method over the estimated useful lives of the respective assets. The estimated useful lives of fixed assets by asset category are described below:


Fixed Assets						Estimated Useful Life
Computer equipment						Three years
Furniture and fixtures						Five years
Leasehold improvements						Lesser of estimated useful life or remaining lease term (one year to seven years)
Machinery and equipment						Seven years

Costs of maintenance or repairs that do not extend the lives of the respective assets are charged to expenses as incurred.

Intangible Assets, net

Intangible assets consist of patents (in accordance with ASU 2018-15) and are reported at cost less accumulated amortization and accumulated impairment loss, if any. Amortization is recognized on a straight-line basis over 10 years for patents, which is the estimated useful lives of the intangible assets.

Deferred Offering Costs

Offering costs consist of legal, accounting, underwriting fees and other costs incurred that are directly related to fundraising activities. During the year ended December 31, 2021, deferred offering costs were attributable to the Business Combination and upon completion of the Business Combination, all deferred offering costs were netted with the proceeds, with costs relating to the issuance of equity recorded as a reduction of additional paid in capital, while all costs related to the liability classified warrants were charged to expense. See Note 3 for more information. During the year ended December 31, 2022, deferred offering costs were attributable to the Company’s S-3 Universal Shelf registration and the at-the-market offering program. These costs will be netted with the proceeds proportional to the at-the-market program fundraising and any future fundraising under that S-3 registration. Refer to Note 11.

Loss Contingencies

We estimate loss contingencies in accordance with ASC 450-20, Loss Contingencies, which states that a loss contingency shall be accrued by a charge to income if both of the following conditions are met: (i) information available before the consolidated financial statements are issued or are available to be issued indicates that it is probable that a liability had been incurred at the date of the consolidated financial statements and (ii) the amount of loss can be reasonably estimated. We regularly evaluate current information available to us to determine whether such accruals should be adjusted and whether new accruals are required. Refer to Note 14.

Revenue Recognition

The Company enters into short-term contracts for ‘last-mile’ satellite and cargo delivery, payload hosting and in-orbit servicing options with customers that are primarily in the aerospace industry. The Company recognizes revenue (along with any other fees that have been paid) at a point in time, upon satisfaction of the Company’s performance obligation. For transportation services, the performance obligation is satisfied when the customer is delivered to their designated orbit.

The Company accounts for customer contracts in accordance with ASC 606, Revenue from Contracts with Customers, which includes the following five-step model:

•Identification of the contract, or contracts, with a customer.

•Identification of the performance obligations in the contract.

•Determination of the transaction price.

•Allocation of the transaction price to the performance obligations in the contract.

•Recognition of revenue when, or as, the Company satisfies a performance obligation.

The Company estimates variable consideration at the most likely amount, which is included in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur. While the Company’s standard contracts do not contain refund or recourse provisions that enable its customers to recover any non-refundable fees that have been paid, the Company may issue full or partial refunds, or concessions on future services to customers on a case-by-case basis as necessary to preserve and foster future business relationships and customer goodwill. As a result of the Company’s inability to complete any launches in 2021 (refer to Note 4 for additional information), the Company issued customer refunds of $1.4 million during the year ended December 31, 2021 to maintain goodwill in those customer relationships.

As part of its contracts with customers, the Company collects up-front non-refundable deposits prior to launch. As of December 31, 2022, and December 31, 2021, the Company had customer deposit balances of $2.7 million and $1.6 million, respectively, related to signed contracts with customers, including firm orders and options (some of which have already been exercised by customers). These deposits are recorded as current and non-current contract liabilities in the Company’s consolidated balance sheets. Included in the collected amount as of December 31, 2022 and December 31, 2021 are $1.0 million and $1.6 million, respectively, of non-current deposits.

In connection with the May 25, 2022 flight of the Vigoride spacecraft and the third-party deployer from a partner company, the Company completed one of the intended performance obligations, resulting in $50 thousand of recognized revenue, which was previously recorded in contract liabilities. The remaining customer payloads were

negatively impacted by the Vigoride anomalies and as a result did not receive the anticipated level of service. As a result, the Company offered concessions to those customers, the value of which was unresolved at the end of the second quarter of 2022. Due to this uncertainty, the Company recorded the related customer deposits of $133 thousand as deferred revenues within current contract liabilities at that time.

During the third quarter of 2022, the Company recognized $129 thousand of revenue. $28 thousand was due to forfeited customer deposits from cancelled customer contracts. The Company also resolved the uncertainties that had caused it to defer revenue from its inaugural launch. As a result, the Company recognized revenue of $101 thousand, and continued to defer $33 thousand now allocated to future services as a result of the variable consideration.

During the three months ended December 31, 2022, the Company recognized $120 thousand of revenue, due to forfeited customer deposits primarily related to expired options.

For the year ended December 31, 2021, the Company recognized revenue related to customer cancelled contracts of $330 thousand, which were previously recorded as contract liabilities. The Company also recorded $(135) thousand as a reduction of cost of revenue which represents the reversal of a contingency recorded during the prior year for loss contracts, partially offset by costs incurred related to one of the cancelled contracts. During the year ended December 31, 2021, in conjunction with the isolated refunds described above, the Company signed amendments with those customers considered in the contingency, such that the services will no longer be free of charge.

Fair Value Measurement

The Company uses valuation approaches that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. A three-tiered hierarchy is established as a basis for considering such assumptions and for inputs used in the valuation methodologies in measuring fair value. This hierarchy requires that the Company use observable market data, when available, and minimize the use of unobservable inputs when determining fair value:

•Level 1, observable inputs such as quoted prices in active markets;

•Level 2, inputs other than the quoted prices in active markets that are observable either directly or indirectly; and

•Level 3, unobservable inputs in which there is little or no market data, which requires that the Company develop its own assumptions.

The fair values of cash and cash equivalents, accounts payable, and certain prepaid and other current assets and accrued expenses approximate carrying values due to the short-term maturities of these instruments which fall with Level 1 of the fair value hierarchy. The carrying value of certain other non-current assets and liabilities approximates fair value. The Company had no Level 2 inputs for the years ended December 31, 2022 and 2021.

The Company’s SAFE note liabilities, prior to conversion, were marked-to-market liabilities pursuant to ASC 480 and are classified within Level 3 of the fair value hierarchy as the Company is using a backsolve method within the Black Scholes Option Pricing model, which allowed the Company to solve for the implied value of the business based on the terms of the SAFE investments. Significant unobservable inputs included volatility and expected term. Volatility is based upon on the actual historical volatility of a group of comparable publicly traded companies observed over a historical period equal to the expected remaining life of the SAFE investments. The expected term was based on the anticipated time until the SAFE investments would have a conversion event. Upon conversion, the SAFE notes were valued based on the closing price of Company’s Common Stock on the Closing Date.

The Company’s warrants are recorded as a derivative liability pursuant to ASC 815 and are classified within Level 3 of the fair value hierarchy as the Company is using the Black Scholes Option Pricing model. Significant unobservable inputs include stock price, volatility and expected term. Expected stock price volatility is based on the actual historical volatility of a group of comparable publicly traded companies observed over a historical period equal to the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury yield curve in effect on the date of valuation equal to the remaining expected life of the warrants. The expected term was based on the maturity of the warrants, which is 5 years. The dividend yield percentage is zero because the Company does not currently pay dividends, nor does it intend to do so during the expected term of the warrants. Upon

conversion of the Legacy Momentus private warrants immediately prior to the business combination, the key valuation input was the closing price of Company’s Common Stock on the Closing Date, as the expected term and volatility were immaterial to the pricing model.

The Company’s performance awards under the equity incentive plans are recorded as contingent liabilities pursuant to ASC 480, measured at fair value. The performance awards are classified within Level 3 of the hierarchy as the fair value is dependent on management assumptions about the likelihood of non-market outcomes. See Note 12.

The Company’s stock repurchase agreements with the Co-Founders are recorded as contingent liabilities pursuant to ASC 480, measured at fair value. The stock repurchase agreements are classified within Level 3 of the hierarchy as the fair value is dependent on management assumptions about the likelihood of non-market outcomes. See Note 11. There were no transfers between levels of input during the years ended December 31, 2022 and 2021.

The change in fair values of liabilities subject to recurring remeasurement were as follows:


(in thousands)	Level	Fair value as of December 31, 2021		Change in Fair Value		Fair value as of December 31, 2022
Warrant Liability	3	$	5,749	$	(5,185)	$	564
Share Repurchase Liability	3	—		10,000		10,000
Liability-Classified Performance Awards	3	70		(70)		—
Total		$	5,819	$	4,745	$	10,564

Key assumptions for the Black-Scholes model used to determine the fair value of warrants outstanding as of December 31, 2022 were as follows:


Warrant term (years)	3.61
Volatility	76.00	%
Risk-free rate	4.11	%
Dividend yield	0.00	%

Warrant Liability

The Company’s private warrants and stock purchase warrants are recorded as derivative liabilities pursuant to ASC 815 and are classified within Level 3 of the fair value hierarchy as the Company is using the Black Scholes Option Pricing model to calculate fair value. See Note 11. Significant unobservable inputs, prior to the Company’s stock being publicly listed, included stock price, volatility and expected term. At the end of each reporting period, changes in fair value during the period are recognized as components of other income within the consolidated statements of operations. The Company will continue to adjust the warrant liabilities for changes in fair value until the earlier of (i) the exercise or expiration of the warrants or (ii) the redemption of the warrants, at which time the warrants will be reclassified to additional paid-in capital within the consolidated statements of stockholders’ equity (deficit).

The warrants issued by Momentus Inc. prior to the Business Combination were exercised in connection with the Business Combination and as a result, the Company performed a fair value measurement of those warrants on the Closing Date and recorded the change in the instruments’ fair values prior to converting them to equity. The warrants assumed by the Company as a result of the Business Combination remain outstanding.

Public and Private Warrants

Prior to the Business Combination, SRAC issued 11,272,500 private placement warrants (“Private Warrants”) and 8,625,000 public warrants (“Public Warrants” and collectively, “Warrants”). Each whole warrant entitles the holder to purchase one share of the Company’s common stock at a price of $11.50 per share, subject to adjustments and will expire five years after the Business Combination or earlier upon redemption or liquidation.

The Private Warrants do not meet the derivative scope exception and are accounted for as derivative liabilities. Specifically, the Private Warrants contain provisions that cause the settlement amounts to be dependent upon the characteristics of the holder of the warrant which is not an input into the pricing of a fixed-for-fixed option on equity shares. Therefore, the Private Warrants are not considered indexed to the Company’s stock and should be classified as a liability. Since the Private Warrants meet the definition of a derivative, the Company recorded the Private

Warrants as liabilities on the consolidated balance sheet at fair value upon the Closing, with subsequent changes in the fair value recognized in the consolidated statements of operations at each reporting date. The fair value of the Private Warrants was measured using the Black-Scholes option-pricing model at each measurement date.

In addition, the Public Warrants are accounted for as equity classified by the Company. On consummation of the Business Combination, the Company recorded equity related to the Public Warrants of $20.2 million, with an offsetting entry to additional paid-in capital. Similarly, on the consummation of the Business Combination, the Company recorded a liability related to the Private Warrants of $31.2 million, with an offsetting entry to additional paid-in capital.

The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 815, Derivatives and Hedging (“ASC 815”) at the initial recognition.

Other than the Public and Private Warrants noted above, the company also had other warrants issued and outstanding which were recognized as derivative liabilities in accordance with ASC 815 until they were fully exercised. Accordingly, the Company recognized the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period until exercised. The fair value of the warrant liabilities issued were initially measured using the Black- Scholes model and were subsequently remeasured at each reporting period with changes recorded as a component of other income in the Company’s consolidated statements of operations. Derivative warrant liabilities are classified as non-current as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. See Note 11.

SAFE Notes

The Company issued SAFE notes to investors during the three months ended March 31, 2021 and the years ended December 31, 2020 and 2019, which were converted to shares of Common Stock in connection with the Business Combination. Prior to conversion, the Company determined that the SAFE notes were not a legal form of debt (i.e., no creditors’ rights). The SAFE notes included a provision allowing for the investors to receive a portion of the proceeds upon a change of control equal to the greater of their investment amount or the amount payable based upon a number of shares of Common Stock equal to the investment amount divided by the liquidity price, the occurrence of which is outside the control of the Company. This provision required that the SAFE notes be classified as marked-to-market liabilities pursuant to ASC 480. See Note 9.

Basic and Diluted (Loss) Income Per Share

Net (loss) income per share is provided in accordance with FASB ASC 260-10, Earnings per Share. Basic net (loss) income per share is computed by dividing losses by the weighted average number of common shares outstanding during the period. Diluted (loss) income per share gives effect to all dilutive potential common shares outstanding during the period. Diluted loss per share excludes all potential common shares and SAFE notes if their effect is anti-dilutive. See Note 13.

Impairment of Long-lived Assets

The Company evaluates the carrying value of long-lived assets on an annual basis, or more frequently whenever circumstances indicate a long-lived asset may be impaired. When indicators of impairment exist, the Company estimates future undiscounted cash flows attributable to such assets. In the event cash flows are not expected to be sufficient to recover the recorded value of the assets, the assets are written down to their estimated fair value. During the years ended December 31, 2022 and 2021, there were immaterial impairments of long-lived assets. See Note 5 and Note 6.

Stock-based Compensation

The Company has a stock incentive plan under which equity awards are granted to employees, directors, and consultants. All stock-based payments are recognized in the consolidated financial statements based on their respective grant date fair values.

Restricted stock unit fair value is based on our closing stock price on the day of the grant. Stock option fair value is determined using the Black Scholes Merton Option Pricing model. The model requires management to make a number of assumptions, including expected volatility of the Company’s stock, expected life of the option, risk-free interest rate, and expected dividends. Employee Stock Purchase Plan (“ESPP”) compensation fair value is also determined using the Black Scholes Merton Option Pricing model, using a six-month expected term to conform with the six month ESPP offering period.

The fair value of equity awards is expensed over the related service period which is typically the vesting period, and expense is only recognized for awards that are expected to vest. The Company accounts for forfeitures as they occur.

401(k) Plan

The Company has a 401(k) plan that it offers to its full-time employees. The Company did not contribute to the plan for the years ended December 31, 2022 and 2021.

Research and Development Costs

Research and development costs are expensed as incurred. Research and development costs include activities to develop existing and future technologies for the Company’s vehicles. Research and development activities include basic research, applied research, design, development, and related test program activities. Costs incurred for developing our vehicles primarily include equipment, material, and labor hours (both internal and subcontractors).

Once the Company has achieved technological feasibility, the Company will capitalize the costs to construct any additional components of the vehicle systems.

Nonrefundable advance payments for goods or services that will be used or rendered for future research and development activities related to an executory contractual arrangement are deferred and capitalized. These advance payments are recognized as an expense as the related goods are delivered or services performed. When the related goods are no longer expected to be delivered or services rendered, the capitalized advance payment should be charged to expense.

Leases

The Company leases real estate facilities under non-cancelable operating leases with various expiration dates through February 2028. The Company determines if an arrangement contains a lease at inception based on whether there is an identified property, plant or equipment and whether the Company controls the use of the identified asset throughout the period of use.

The Company adopted the ASU No. 2016-02, Leases (Topic 842) on January 1, 2020. The Company elected the package of practical expedients for transition under which the Company did not reassess its prior conclusions about lease identification, lease classification and initial direct costs. Additionally, the Company elected the hindsight practical expedient for transition under which conclusions around lease term and impairment will not be reassessed.

Operating leases are included in the accompanying consolidated balance sheets. Operating lease right-of-use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease term. Lease liabilities represent the Company’s obligation to make lease payments arising from the lease and are included in current and non-current liabilities. Operating lease ROU assets and lease liabilities are recognized at the lease inception date based on the present value of lease payments over the lease term discounted based on the more readily determinable of (i) the rate implicit in the lease or (ii) the Company’s incremental borrowing rate (which is the estimated rate the Company would be required to pay for a collateralized borrowing equal to the total lease payments over the term of the lease). Because the Company’s operating leases generally do not provide an implicit rate, the Company estimates its incremental borrowing rate based on the information available at lease commencement date for borrowings with a similar term.

The Company’s operating lease ROU assets are measured based on the corresponding operating lease liability adjusted for (i) payments made to the lessor at or before the commencement date, (ii) initial direct costs incurred and (iii) tenant incentives under the lease. The Company does not assume renewals or early terminations unless it is reasonably certain to exercise these options at commencement. The Company elected the practical expedient which allows the Company to not allocate consideration between lease and non-lease components. Variable lease payments

are recognized in the period in which the obligation for those payments is incurred. In addition, the Company elected the practical expedient such that it does not recognize ROU assets or lease liabilities for leases with a term of 12 months or less of all asset classes. Operating lease expense is recognized on a straight-line basis over the lease term.

Income Taxes

The Company accounts for income taxes in accordance with authoritative guidance, which requires the use of the asset and liability method. Under this method, deferred income tax assets and liabilities are determined based upon the difference between the financial statement carrying amounts and the tax basis of assets and liabilities and are measured using the enacted tax rate expected to apply to taxable income in the years in which the differences are expected to be reversed.

Significant judgment is required in determining any valuation allowance recorded against deferred tax assets. In assessing the need for a valuation allowance, management considers all available evidence, including past operating results, estimates of future taxable income, and the feasibility of tax planning strategies.

In the event that management changes its determination as to the amount of deferred tax assets that can be realized, the Company will adjust its valuation allowance with a corresponding impact to the provision for income taxes in the period in which such determination is made.

The Company is required to evaluate the tax positions taken in the course of preparing its tax returns to determine whether tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax benefits of positions not deemed to meet the “more likely than not” threshold would be recorded as a tax expense in the current year. The amount recognized is subject to estimate and management judgment with respect to the likely outcome of each uncertain tax position. The amount that is ultimately sustained for an individual uncertain tax position or for all uncertain tax positions in the aggregate could differ from the amount that is initially recognized.

Concentrations of Risk

Financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents. The Company places its cash and cash equivalents in banks that management believes are creditworthy, however deposits may exceed federally insured limits.

Segment Reporting

Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing operating performance. In consideration of ASC 280, Segment Reporting, we are not organized around specific services or geographic regions. We currently operate in one service line providing in-space transportation services.

Our chief operating decision maker uses condensed financial information to evaluate our performance, which is the same basis on which our results and performance are communicated to our Board of Directors. Based on the information described above and in accordance with the applicable literature, management has concluded that we are organized and operated as one operating and reportable segment.

Recently Issued Accounting Standards

Recently Adopted Accounting Standards

In August 2020, the FASB issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies the guidance on the issuer’s accounting for convertible debt instruments by removing the separation models for (1) convertible debt with a cash conversion feature and (2) convertible instruments with a beneficial conversion feature. As a result, entities will not separately present in equity an embedded conversion feature in such debt. Instead, they will account for a convertible debt instrument wholly as

debt, unless certain other conditions are met. The elimination of these models will reduce reported interest expense and increase reported net income for entities that have issued a convertible instrument that was within the scope of those models before the adoption of ASU 2020-06. Also, ASU 2020-06 requires the application of the if-converted method for calculating diluted earnings per share and the treasury stock method will be no longer available. The provisions of ASU 2020-06 are applicable for fiscal years beginning after December 15, 2021, with early adoption permitted no earlier than fiscal years beginning after December 15, 2020. The Company adopted this standard on January 1, 2022. There was no impact to the Company's consolidated financial statements on the date of adoption.

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740), which simplified the accounting for income taxes by removing certain exceptions to the general principles in income taxes. The amendments also improve consistent application of and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance. The Company adopted this standard on January 1, 2021. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements.

SAFE Notes (Details) - USD ($) $ in Thousands		12 Months Ended
SAFE Notes (Details) - USD ($) $ in Thousands	Aug. 12, 2021	Dec. 31, 2022	Dec. 31, 2021
Class of Stock [Line Items]
Proceeds from issuance of SAFE notes		$ 0	$ 30,853
SAFE notes, principal amount	$ 78,000
Fair value of SAFE notes	$ 136,000		136,001
Income (loss) from decrease (increase) in estimated fair value of SAFE notes		$ 0	$ 209,291
Common stock – Class A
Class of Stock [Line Items]
Liability conversion (in shares)	12,403,469

Cover Page - USD ($) $ in Millions	12 Months Ended
Cover Page - USD ($) $ in Millions	Dec. 31, 2022	Feb. 28, 2023	Jun. 30, 2022
Document Information [Line Items]
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2022
Current Fiscal Year End Date	--12-31
Document Transition Report	false
Entity File Number	001-39128
Entity Registrant Name	Momentus Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	84-1905538
Entity Address, Address Line One	3901 N. First Street
Entity Address, City or Town	San Jose
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	95134
City Area Code	650
Local Phone Number	564-7820
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
Smaller Reporting Company	true
Emerging Growth Company	true
Entity Ex Transition Period	false
ICFR Auditor Attestation Flag	false
Entity Shell Company	false
Entity Public Float			$ 137.1
Entity Common Stock, Shares Outstanding		94,056,124
Documents Incorporated by Reference	None.
Entity Central Index Key	0001781162
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	FY
Amendment Flag	false
Class A common stock
Document Information [Line Items]
Title of 12(b) Security	Class A common stock
Trading Symbol	MNTS
Security Exchange Name	NASDAQ
Warrants
Document Information [Line Items]
Title of 12(b) Security	Warrants
Trading Symbol	MNTSW
Security Exchange Name	NASDAQ

Stock-based Compensation - Schedule of Options Activity (Details) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($) $ / shares shares
Total Options
Beginning balance (in shares) \| shares	4,040,360
Granted (in shares) \| shares	1,064,862
Vested exercised (in shares) \| shares	(2,184,961)
Forfeitures (in shares) \| shares	(363,528)
Ending balance (in shares) \| shares	2,556,733
Total options exercisable (in shares) \| shares	1,371,124
Weighted- Average Exercise Price Per Share
Options outstanding, weighted-average exercise price per share, beginning balance (in dollars per share) \| $ / shares	$ 0.27
Granted (in dollars per share) \| $ / shares	2.54
Vested exercised (in dollars per share) \| $ / shares	0.26
Forfeitures (in dollars per share) \| $ / shares	0.28
Options outstanding, weighted-average exercise price per share, ending balance (in dollars per share) \| $ / shares	1.21
Options exercisable, weighted-average exercise price per share (in dollars per share) \| $ / shares	$ 0.71
Stock Options Additional Disclosures
Options outstanding, weighted-average remaining contractual term (in years)	7 years 10 months 24 days
Options exercisable, weighted-average remaining contractual term (in years)	7 years 1 month 6 days
Options outstanding, aggregate intrinsic value \| $	$ 763
Options exercisable, aggregate intrinsic value \| $	$ 571
Vested and Expected to Vest
Total options vested and expected to vest (in shares) \| shares	2,556,733
Options vested and expected to vest, weighted-average exercise price per share (in dollars per share) \| $ / shares	$ 1.21
Options vested and expected to vest, weighted-average remaining contractual term (in years)	7 years 10 months 24 days
Options vested and expected to vest, aggregate intrinsic value \| $	$ 763

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Revenue from contract with customer, product and service, extensible enumeration	Service [Member]	Service [Member]
Service revenue	$ 299	$ 330
Cost of (reversal of) revenue (exclusive of items shown separately below)	26	(135)
Gross profit	273	465
Operating expenses:
Research and development expenses	41,721	51,321
Selling, general and administrative expenses	49,827	48,905
Total operating expenses	91,548	100,226
Loss from operations	(91,275)	(99,761)
Other income (expense):
Decrease in fair value of SAFE notes	0	209,291
Decrease in fair value of warrants	5,185	37,330
Realized loss on disposal of asset	(168)	(17)
Interest income	522	2
Interest expense	(5,262)	(14,229)
Other income (expense)	54	(4,960)
Total other income	(4,169)	220,417
(Loss) income before income taxes	(95,444)	120,656
Income tax provision	0	2
Net (loss) income	$ (95,444)	$ 120,654
Net (loss) income per share, basic (in dollars per share)	$ (1.17)	$ 1.85
Net (loss) income per share, diluted (in dollars per share)	$ (1.17)	$ 1.70
Weighted average shares outstanding, basic (in shares)	81,546,648	65,177,873
Weighted average shares outstanding, diluted (in shares)	81,546,648	70,918,777
SEC Investigation
Other income (expense):
Litigation settlement, net	$ 0	$ (7,000)
Other Litigation Settlements
Other income (expense):
Litigation settlement, net	$ (4,500)	$ 0

Intangible Assets, net - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization expense	$ 107	$ 50

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Business Combination

On August 12, 2021, the Company consummated a merger pursuant to certain Agreement and Plan of Merger, dated October 7, 2020, and as amended on March 5, 2021, April 6, 2021, and June 29, 2021 (the “Merger Agreement”), by and among Stable Road Acquisition Corp (“SRAC”), Project Marvel First Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of SRAC (the “First Merger Sub”), and Project Marvel Second Merger Sub, LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of SRAC (the “Second Merger Sub”), pursuant to which the First Merger Sub merged with and into Momentus Inc., a Delaware corporation (“Legacy Momentus”), with Legacy Momentus as the surviving corporation of the First Merger Sub, and immediately following which Legacy Momentus merged with and into the Second Merger Sub, with the Second Merger Sub as the surviving entity (the “Business Combination”). In connection with the closing of the Business Combination (the “Closing”), the Company changed its name from Stable Road Acquisition Corp. to Momentus Inc., and Legacy Momentus changed its name to Momentus Space, LLC.

The Business Combination was accounted for as a reverse recapitalization under ASC 805, Business Combinations, ("ASC 805") in accordance with accounting principles generally accepted in the United States (“GAAP”). Under this method of accounting, SRAC, who was the legal acquirer, is treated as the “acquired” company for financial reporting purposes and Legacy Momentus is treated as the accounting acquirer. Accordingly, for accounting purposes, the Business Combination is treated as the equivalent of a capital transaction in which Legacy Momentus issued stock for the net assets of SRAC, with no goodwill or other intangible assets recorded, and Legacy Momentus’ financial statements became those of the Company. Reported shares and earnings per share available to holders of the Company’s Common Stock, prior to the Business Combination, have been retroactively restated as shares reflecting the exchange ratio established in the Business Combination. See Note 3 for more information.

Basis of Presentation

Reclassifications

Principles of Consolidation

The consolidated financial statements include the financial statements of all the subsidiaries. All inter-company transactions and balances have been eliminated upon consolidation.

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts in the consolidated financial statements and accompanying notes. Management bases its estimates on historical experience and on various other factors it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Accordingly, actual results could differ from those estimates. Significant estimates inherent in the preparation of the consolidated financial statements include, but are not limited to, accounting for useful lives of property, machinery and equipment, net, intangible assets, net, accrued liabilities, income taxes including deferred tax assets and liabilities, impairment valuation, stock-based compensation, Simple Agreement for Future Equity (“SAFE”) notes, warrant liabilities and repurchase liabilities.

Emerging Growth Company Status

Cash and Cash Equivalents and Restricted Cash

Cash and cash equivalents consist of cash on hand, cash in bank with no restrictions, as well as highly liquid investments which are unrestricted as to withdrawal or use, and which have remaining maturities of three months or less when initially purchased.Restricted cash primarily represents deposited cash that is restricted by financial institutions for two purposes. $0.3 million is restricted as collateral for a letter of credit issued to the Company’s landlord in accordance with the terms of a lease agreement entered into in December 2020, and is classified as a non-current asset as it will be returned to the Company upon the occurrence of future events which are expected to occur beyond one year from December 31, 2022.

Deferred Fulfillment and Prepaid Launch Costs

Property, Machinery and Equipment, net


Fixed Assets						Estimated Useful Life
Computer equipment						Three years
Furniture and fixtures						Five years
Leasehold improvements						Lesser of estimated useful life or remaining lease term (one year to seven years)
Machinery and equipment						Seven years

Costs of maintenance or repairs that do not extend the lives of the respective assets are charged to expenses as incurred.

Intangible Assets, net

Deferred Offering Costs

Loss Contingencies

Revenue Recognition

During the three months ended December 31, 2022, the Company recognized $120 thousand of revenue, due to forfeited customer deposits primarily related to expired options.

Fair Value Measurement

•Level 1, observable inputs such as quoted prices in active markets;

•Level 2, inputs other than the quoted prices in active markets that are observable either directly or indirectly; and

•Level 3, unobservable inputs in which there is little or no market data, which requires that the Company develop its own assumptions.

The change in fair values of liabilities subject to recurring remeasurement were as follows:


(in thousands)	Level	Fair value as of December 31, 2021		Change in Fair Value		Fair value as of December 31, 2022
Warrant Liability	3	$	5,749	$	(5,185)	$	564
Share Repurchase Liability	3	—		10,000		10,000
Liability-Classified Performance Awards	3	70		(70)		—
Total		$	5,819	$	4,745	$	10,564

Key assumptions for the Black-Scholes model used to determine the fair value of warrants outstanding as of December 31, 2022 were as follows:


Warrant term (years)	3.61
Volatility	76.00	%
Risk-free rate	4.11	%
Dividend yield	0.00	%

Warrant Liability

Public and Private Warrants

SAFE Notes

Basic and Diluted (Loss) Income Per Share

Impairment of Long-lived Assets

Stock-based Compensation

401(k) Plan

The Company has a 401(k) plan that it offers to its full-time employees. The Company did not contribute to the plan for the years ended December 31, 2022 and 2021.

Research and Development Costs

Once the Company has achieved technological feasibility, the Company will capitalize the costs to construct any additional components of the vehicle systems.

Leases

Income Taxes

The Company accounts for income taxes in accordance with authoritative guidance, which requires the use of the asset and liability method. Under this method, deferred income tax assets and liabilities are determined based upon the difference between the financial statement carrying amounts and the tax basis of assets and liabilities and are measured using the enacted tax rate expected to apply to taxable income in the years in which the differences are expected to be reversed.

Concentrations of Risk

Segment Reporting

Recently Issued and Recently Adopted Accounting Standards

Although there are several new accounting pronouncements issued or proposed by the FASB, which have been adopted or will be adopted as applicable, management does not believe any of these accounting pronouncements has had or will have a material impact on the Company’s financial position or results of operations.In August 2020, the FASB issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies the guidance on the issuer’s accounting for convertible debt instruments by removing the separation models for (1) convertible debt with a cash conversion feature and (2) convertible instruments with a beneficial conversion feature. As a result, entities will not separately present in equity an embedded conversion feature in such debt. Instead, they will account for a convertible debt instrument wholly as

Stock-based Compensation - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands					1 Months Ended	12 Months Ended
	Aug. 31, 2021	Aug. 12, 2021	May 22, 2021	Jan. 25, 2021	Feb. 28, 2022	Dec. 31, 2022	Dec. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options vested exercised, aggregate intrinsic value						$ 5,100	$ 18,000
Share-Based Payment Arrangement, Nonemployee
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in shares)						135,000
Fair value of shares granted						$ 112
Expiration period						6 months
Restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation cost, period of recognition						1 year 6 months
Unrecognized compensation cost						$ 25,500
Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation cost for unvested options						$ 1,400
Unrecognized compensation cost, period of recognition						1 year 8 months 12 days
Expected term (in years)						5 years 9 months 18 days
Risk-free interest rate						2.35%
Expected volatility						61.90%
Dividend yield						0.00%
Options \| August 31, 2021 Stock Option Modifications
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term (in years)	6 years 3 months
Number of accelerated vested shares (in shares)	273,571
Exercise price (in dollars per share)	$ 0.28
Risk-free interest rate	0.86%
Expected volatility	97.00%
Dividend yield	0.00%
Remeasured fair value (in dollars per share)	$ 10.91
Incremental compensation cost for accelerated vesting	$ 2,900
Options \| May 22, 2021 Stock Option Modifications
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term (in years)			1 year
Number of accelerated vested shares (in shares)			205,618
Exercise price (in dollars per share)			$ 0.28
Risk-free interest rate			0.04%
Expected volatility			65.00%
Dividend yield			0.00%
Remeasured fair value (in dollars per share)			$ 10.78
Incremental compensation cost for accelerated vesting			$ 2,200
Options \| January 25, 2021 Stock Option Modification
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term (in years)				1 year
Number of accelerated vested shares (in shares)				261,070
Risk-free interest rate				0.10%
Expected volatility				78.00%
Dividend yield				0.00%
Incremental compensation cost for accelerated vesting				$ 5,400
Options \| January 25, 2021 Stock Option Modification \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Exercise price (in dollars per share)				$ 0.04
Remeasured fair value (in dollars per share)				20.67
Options \| January 25, 2021 Stock Option Modification \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Exercise price (in dollars per share)				0.28
Remeasured fair value (in dollars per share)				$ 20.91
Outstanding Vested and Expected to Vest RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation cost						$ 6,100
Performance Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares that would have been settled (in shares)						0
2021 Equity Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Evergreen provision, percentage of outstanding shares		3.00%
Number of shares reserved for future issuance (in shares)		5,982,922
2021 Equity Incentive Plan \| Restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Remaining shares available for grant (in shares)						1,947,448
Evergreen Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of additional shares available for grant (in shares)						2,436,353
Legacy Stock Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of additional shares available for grant (in shares)						363,528
2021 Employee Stock Purchase Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Evergreen provision, percentage of outstanding shares		0.50%
Number of additional shares available for grant (in shares)						406,059
Remaining shares available for grant (in shares)						1,836,111
Number of shares reserved for future issuance (in shares)		1,595,445
Shares issued under ESPP (in shares)						165,393
Outstanding liability						$ 41
2022 Inducement Equity Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Remaining shares available for grant (in shares)						1,083,552
Number of shares reserved for future issuance (in shares)					4,000,000
Vesting period					4 years

Income Taxes - Unrecognized Tax Benefits (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($)
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]
Beginning balance	$ 1,253
Increases related to prior tax positions	(163)
Increases related to current tax positions	442
Ending balance	$ 1,532

Stock-based Compensation - Schedule of Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	$ 11,580	$ 18,452
Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	538	11,271
RSUs & RSAs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	10,995	7,091
ESPP
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	117	20
Performance Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	(70)	70
Research and development expenses
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	2,134	2,341
Selling, general and administrative expenses
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	$ 9,446	$ 16,111

Commitment and Contingencies - Unconditional Purchase Obligations (Details) $ in Thousands	Dec. 31, 2022 USD ($)
Unrecorded Unconditional Purchase Obligation, Fiscal Year Maturity [Abstract]
2023	$ 15,368
2024	600
Thereafter	0
Total	$ 15,968

Stock-based Compensation - Restricted Stock Units Activity (Details) - RSUs & RSAs	12 Months Ended
	Dec. 31, 2022 $ / shares shares
Shares
Balance at the beginning of the period (in shares) \| shares	2,812,110
Granted (in shares) \| shares	7,701,516
Vested (in shares) \| shares	(799,890)
Forfeited (in shares) \| shares	(1,932,819)
Balance at the end of the period (in shares) \| shares	7,780,917
Weighted Average Grant Date Fair Value (i.e. share price)
Balance at the beginning of the period (in dollars per share) \| $ / shares	$ 10.87
Granted (in dollars per share) \| $ / shares	2.45
Vested (in dollars per share) \| $ / shares	9.59
Forfeited (in dollars per share) \| $ / shares	5.43
Balance at the end of the period (in dollars per share) \| $ / shares	$ 3.99

Intangible Assets, net - Schedule of Intangible Assets, Net (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Finite-Lived Intangible Assets [Line Items]
Gross Value	$ 461	$ 447
Accumulated Amortization	(124)	(98)
Net Value	337	349
Patents/Intellectual Property
Finite-Lived Intangible Assets [Line Items]
Gross Value	461	404
Accumulated Amortization	(124)	(91)
Net Value	$ 337	$ 313
Weighted average remaining amortization period (in years)	7 years	7 years 6 months
Capitalized software implementation costs
Finite-Lived Intangible Assets [Line Items]
Gross Value		$ 43
Accumulated Amortization		(7)
Net Value		$ 36
Weighted average remaining amortization period (in years)		2 years 7 months 6 days

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

Components of Pre-Tax Loss

The following table presents the components of pre-tax income (loss) for the years ended:


(in thousands)	2022		2021
US	$	(95,444)	$	120,656

Total	$	(95,444)	$	120,656

Components of Provision for Income Taxes

The following are the components of the provision for income taxes for the years ended:


	2022		2021
Current

State	$	—	$	2

Total Provision	$	—	$	2

Schedule of Effective Income Tax Rate Reconciliation

The following is a reconciliation of the statutory federal income tax rate to the Company’s effective tax rate for the years ended:


(in thousands)	2022			2021
Tax provision (benefit) at U.S. statutory rate	(20,042)	21.0	%	25,338	21.0	%
State income taxes, net of federal benefit	11,113	(11.6)	%	(8,446)	(7.0)	%
Non-deductible expenses	(60)	0.1	%	3,426	2.8	%
Change in value of equity instruments	(1,089)	1.1	%	(51,790)	(42.9)	%
Deferred adjustments	(143)	0.2	%	171	0.1	%

Research and development credits	(1,085)	1.1	%	(1,333)	(1.1)	%
Uncertain tax positions	276	(0.3)	%	336	0.3	%
Change in valuation allowance	11,030	(11.6)	%	32,300	26.8	%
	—	—	%	2	—	%

Schedule of Deferred Tax Assets and Liabilities

The following table presents the significant components of the Company’s deferred tax assets and liabilities as of December 31, 2022 and 2021:


(in thousands)	December 31, 2022		December 31, 2021
Deferred tax assets:
Capitalized research and development credits	17,922		16,473
Start-up and Organization Costs	16,965		15,311
Net operating loss carryforwards	16,562		10,350
Research and development credits	4,595		3,758
Stock-based compensation	3,072		1,457
Operating lease obligations	1,534		2,381
Accrued expenses and reserves	$	1,710	$	1,070
Property and equipment	173		586
Intangibles	22		26
Other	1		—
Warrants	—		893

Total deferred tax assets before valuation allowance	62,556		52,305
Valuation allowance	(61,200)		(50,168)
Total deferred tax assets	$	1,356	$	2,137
Deferred Tax Liabilities:
Operating lease right-of-use assets	$	(1,356)	$	(2,137)

Total deferred tax liabilities	$	(1,356)	$	(2,137)
Net deferred tax assets	$	—	$	—

Schedule of Unrecognized Tax Benefits

The following table summarizes the activity related to the Company’s gross unrecognized tax benefits:


(in thousands)	Gross unrecognized tax benefits
Balance as of December 31, 2021	$	1,253
Increases related to prior tax positions	(163)
Increases related to current tax positions	442
Balance as of December 31, 2022	$	1,532

Leases

12 Months Ended

Dec. 31, 2022

Leases [Abstract]

Leases

The Company leases office space under non-cancellable operating leases. In January 2021, the Company commenced a lease in San Jose, California. The lease expires in February 2028. The Company is obligated to pay approximately $11 million over the term of the lease. Prior to December 31, 2021, the Company modified two minor leases to extend access until April 2022 to aid the full transition to the San Jose facility. The Company had one additional minor lease that expired in November 2022.

The components of operating lease expense were as follows:


(in thousands)	Year Ended December 31,
		2022		2021
Operating lease cost		$	1,609	$	1,742
Variable lease expense		611		590
Short-term lease expense		38		19
Total lease expense		$	2,258	$	2,351

Variable lease expense consists of the Company’s proportionate share of operating expenses, property taxes, and insurance.

As of December 31, 2022, the weighted-average remaining lease term was 5.2 years and the weighted-average discount rate was 5.6%.

As of December 31, 2022, the maturities of the Company’s operating lease liabilities were as follows:


(in thousands)
2023	$	1,533
2024	1,580
2025	1,627
2026	1,674
2027	1,729
Thereafter	297
Total lease payments	8,440
Less: Imputed interest	(1,156)
Present value of lease liabilities	$	7,284

Diluted Earnings Per Share - Antidilutive Shares (Details) - shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total (in shares)	27,750,724	22,927,491
Options and unvested stock units outstanding
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total (in shares)	6,355,796	3,029,991
Warrant outstanding
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total (in shares)	19,957,428	19,897,500
Contingent Sponsor Earnout Shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total (in shares)	1,437,500	0

Leases (Tables)

12 Months Ended

Dec. 31, 2022

Leases [Abstract]

Components of Operating Lease Expense

The components of operating lease expense were as follows:


(in thousands)	Year Ended December 31,
		2022		2021
Operating lease cost		$	1,609	$	1,742
Variable lease expense		611		590
Short-term lease expense		38		19
Total lease expense		$	2,258	$	2,351

Maturities of Operating Lease Liabilities

As of December 31, 2022, the maturities of the Company’s operating lease liabilities were as follows:


(in thousands)
2023	$	1,533
2024	1,580
2025	1,627
2026	1,674
2027	1,729
Thereafter	297
Total lease payments	8,440
Less: Imputed interest	(1,156)
Present value of lease liabilities	$	7,284

Summary of Significant Accounting Policies - Property, Machinery and Equipment, net (Details)	12 Months Ended
	Dec. 31, 2022
Computer equipment
Property, Plant and Equipment [Line Items]
Estimated Useful Life	3 years
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Estimated Useful Life	5 years
Leasehold improvements \| Minimum
Property, Plant and Equipment [Line Items]
Estimated Useful Life	1 year
Leasehold improvements \| Maximum
Property, Plant and Equipment [Line Items]
Estimated Useful Life	7 years
Machinery and equipment
Property, Plant and Equipment [Line Items]
Estimated Useful Life	7 years

Stockholders’ Equity (Deficit) - Narrative (Details) - USD ($)							1 Months Ended	12 Months Ended
	Feb. 27, 2023	Sep. 28, 2022	Aug. 13, 2021	Aug. 12, 2021	Jul. 15, 2021	Jun. 30, 2021	Mar. 31, 2020	Dec. 31, 2022	Dec. 31, 2021	Feb. 17, 2023	Feb. 16, 2023	Feb. 22, 2021	Dec. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares of stock authorized (in shares)			270,000,000
Common stock, number of shares authorized (in shares)								250,000,000	250,000,000
Common stock, par value (in dollars per share)								$ 0.00001	$ 0.00001
Common stock outstanding (in shares)			79,772,262					84,441,153	81,211,781
Preferred stock outstanding (in shares)								0
Percentage of equity interest sold by co-founders						100.00%
Consideration paid to each co-founder						$ 1
Additional payments owed to co-founders						50,000,000
Additional funding received in connection with business combination				$ 247,300,000		247,300,000
Payments to co-founders						40,000,000
Initial consideration paid to all co-founders						$ 3
Release period without objection from agencies						15 days
Cash proceeds						$ 2,700,000
Estimated liability								$ 10,000,000
Estimated fair value of warrants					$ 30,500,000			564,000	$ 5,749,000
Decrease in fair value of warrants								$ (5,185,000)	$ (37,330,000)
Conversion of warrants to common stock, price per share (in dollars per share)								$ 11.50
Number of shares sold (in shares)					11,000,000
Purchase price (in dollars per share)					$ 10.00
Common stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock outstanding (in shares)								84,441,153	81,211,781				62,510,690
Subsequent Event
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Aggregate gross proceeds	$ 10,000,000
Subsequent Event \| Common stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares sold (in shares)	9,396,000
ATM Sales Agreement
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Aggregate gross proceeds		$ 50,000,000
Commission rate percentage		3.00%
Public Warrant
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of warrants outstanding (in shares)								8,625,000
Private Placement Warrant
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Estimated fair value of warrants				$ 31,200,000
Number of warrants outstanding (in shares)								11,272,500
Other Warrants
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of warrants outstanding (in shares)								308,569
Conversion of warrants to common stock, price per share (in dollars per share)								$ 0.20
Number of warrants exercised on net basis (in shares)								278,146
Other Warrants \| Subsequent Event \| Warrants
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares sold (in shares)	11,566,043
Purchase price (in dollars per share)	$ 1.15
Private Warrant
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Decrease in fair value of warrants								$ (5,200,000)	$ (25,500,000)
Purchase price (in dollars per share)					$ 11.50
Prefunded Warrants \| Subsequent Event \| Warrants
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares sold (in shares)	2,170,043
Term Loan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Estimated fair value of warrants												$ 15,600,000
Decrease in fair value of warrants									(10,700,000)
Term Loan \| Stock Purchase Warrants
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percentage of preferred stock available to be called												1.00%
Preferred stock available to be called, percentage earned								80.00%
Preferred stock available to be called, percentage forfeited						20.00%
Equipment Loan \| Stock Purchase Warrants
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Decrease in fair value of warrants									$ (1,100,000)
Number of shares available for purchase (in shares)							191,108
Consideration From Funds Legally Available
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Additional payments owed to co-founders						$ 40,000,000
Threshold period						10 days
Consideration Due on First Payment Date
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Minimum proceeds from sale of business and other capital raising transactions						$ 100,000,000
Consideration Due within 10 Business Days
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Additional payments owed to co-founders						10,000,000
Minimum proceeds from sale of business and other capital raising transactions						$ 250,000,000
Common stock – Class A
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock, number of shares authorized (in shares)			250,000,000
Common stock, par value (in dollars per share)			$ 0.00001					$ 0.00001
Common stock – Class A \| Subsequent Event
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock, number of shares authorized (in shares)										250,000,000	100,000,000
Common stock – Class A \| Contingent Sponsor Earnout Shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares modified (in shares)			1,437,500
Common stock – Class A \| Contingent Sponsor Earnout Shares \| Weighted Average Closing Price of $12.50
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted-average closing sale price (in dollars per share)			$ 12.50
Percentage of shares forfeited			66.00%
Common stock – Class A \| Contingent Sponsor Earnout Shares \| Weighted Average Closing Price of $15.00
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted-average closing sale price (in dollars per share)			$ 15.00
Percentage of shares forfeited			33.00%
Common stock – Class A \| Contingent Sponsor Earnout Shares \| Weighted Average Closing Price of $17.50
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted-average closing sale price (in dollars per share)			$ 17.50
Preferred stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Preferred stock, number of shares authorized (in shares)			20,000,000
Preferred stock, par value (in dollars per share)			$ 0.00001

Nature of Operations	12 Months Ended
Nature of Operations	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Nature of Operations	Nature of Operations The Company Momentus Inc. (together with its consolidated subsidiaries “Momentus” or the “Company”) is a U.S. commercial space company that offers in-space infrastructure services, including in-space transportation, hosted payloads and in-orbit services. Momentus believes it can make new ways of operating in space possible with its planned in-space transfer and service vehicles that will be powered by an innovative water plasma-based propulsion system that is under development. On May 4, 2022, the Company received a favorable determination from the Federal Aviation Administration (the “FAA”) of its application for payload review, which was the final regulatory milestone needed to support the Company’s inaugural flight of the Vigoride orbital service vehicle (Vigoride 3) in May 2022. The FAA favorable determination followed a license from the Federal Communications Commission (the “FCC”) received on April 28, 2022, and updates to existing licenses from the National Oceanic and Atmospheric Administration (the “NOAA”). On May 25, 2022, the Company launched Vigoride 3 to low-earth orbit aboard the SpaceX Transporter-5 mission. In addition to Vigoride 3, Momentus used a second port on the same SpaceX mission to fly a third-party deployer from a partner company. On May 25, 2022, Momentus used the third-party deployer to place its first customer satellite in orbit. On May 26, 2022, upon establishing two-way contact between Vigoride 3 in low-earth orbit and a ground station on Earth, Momentus discovered that Vigoride 3 had experienced certain anomalies after its launch, primarily relating to its deployable solar arrays, which provide power to the spacecraft and its subsystems. The Company quickly worked to address the anomalies, identify root causes and pursue solutions to be implemented in advance of future missions. The Company determined that Vigoride 3’s deployable solar arrays, which are produced by a third party, and are folded and stowed during launch, did not operate as intended once in orbit. This resulted in low power and communications issues with the spacecraft. Meanwhile, the spacecraft's fixed, body-mounted solar panels appeared to have worked as intended and were able to provide some power to the spacecraft. The Company and the producer of the solar arrays identified a mechanical issue as the root cause of the deployable arrays not operating as intended. The Company also identified the root cause of the anomalies that it experienced with other spacecraft systems during the low-power state. On May 28, 2022, Momentus was able to deploy two customer satellites from Vigoride 3 (of nine total customer satellites onboard Vigoride 3). The Company then continued efforts to deploy other customer satellites. While Momentus initially established two-way communications with Vigoride 3, it was unable to continue such two-way communication given the spacecraft's low-power state. Momentus has been using an unplanned frequency to work through the anomalies and applied for a 30-day Special Temporary Authority (“STA”) from the FCC to properly comply with the FCC’s radio frequency transmission requirements. On June 9, 2022, the Company received approval of a 30-day STA from the FCC as requested, which the FCC extended for an additional 30 days on July 13, 2022. Momentus continued to apply for 30-day extensions for its STA prior to expiration, which the FCC has granted in each case, through October 20, 2022. While Momentus was unable to re-establish two-way communication with Vigoride 3, it continued to broadcast commands to the spacecraft from ground stations on Earth, including commands to deploy customer satellites. Additionally, Vigoride 3 was equipped with a mechanism designed to autonomously deploy customer satellites in the event of a sustained loss of communications with ground stations. During the third quarter of 2022, the Vigoride spacecraft deployed five additional customer satellites including two on July 17, 2022, two on July 29, 2022, and one at the end of August 2022. In total, Momentus deployed a total of eight customer satellites in low-earth orbit during its inaugural mission, comprising seven satellites from Vigoride 3 and one satellite from the third-party deployer system. The Company was unable and remains unable to confirm the deployment of the last two customer satellites that Vigoride 3 was carrying. The Company incorporated improvements identified during its inaugural mission in advance of its first follow-on mission and other planned follow-on missions. On January 3, 2023, the Company launched Vigoride 5 to low-earth orbit aboard the SpaceX Transporter-6 mission. The mission is ongoing and Vigoride 5 is in good health as it undergoes a deliberate commissioning process in preparation for on-orbit operations. On Vigoride’s first orbital pass, Momentus confirmed that both solar arrays were deployed, and the vehicle was generating power and charging its batteries. As of the date of this Annual Report on Form 10-K, the vehicle’s power and temperatures continue to be within the nominal expected ranges. While Vigoride 5 is carrying two customer payloads, the primary mission objective is to test the spacecraft on orbit, learn from any issues that are encountered and implement lessons learned on future Vigoride vehicles and missions. The Company anticipates flying two additional missions with Vigoride during 2023. All future missions remain subject to the receipt of licenses and government approvals, and successful completion of our efforts to prepare our spacecraft for flight. The Company can offer no assurances that the vehicles that it plans to operate in future missions will be ready on time, or that they will operate as intended. Refer to “Risk Factors — We may not receive all required governmental licenses and approvals,” and “Risk Factors — We are dependent on the successful development of our satellite vehicles and related technology,” under Part I, Item 1A: "Risk Factors," in this Annual Report on Form 10-K. Background and Business Combination On August 12, 2021, the Company consummated a merger pursuant to certain Agreement and Plan of Merger, dated October 7, 2020, and as amended on March 5, 2021, April 6, 2021, and June 29, 2021 (the “Merger Agreement”), by and among Stable Road Acquisition Corp (“SRAC”), Project Marvel First Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of SRAC (the “First Merger Sub”), and Project Marvel Second Merger Sub, LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of SRAC (the “Second Merger Sub”), pursuant to which the First Merger Sub merged with and into Momentus Inc., a Delaware corporation (“Legacy Momentus”), with Legacy Momentus as the surviving corporation of the First Merger Sub, and immediately following which Legacy Momentus merged with and into the Second Merger Sub, with the Second Merger Sub as the surviving entity (the “Business Combination”). In connection with the closing of the Business Combination (the “Closing”), the Company changed its name from Stable Road Acquisition Corp. to Momentus Inc., and Legacy Momentus changed its name to Momentus Space, LLC. The Business Combination was accounted for as a reverse recapitalization under ASC 805, Business Combinations, ("ASC 805") in accordance with accounting principles generally accepted in the United States (“GAAP”). Under this method of accounting, SRAC, who was the legal acquirer, is treated as the “acquired” company for financial reporting purposes and Legacy Momentus is treated as the accounting acquirer. Accordingly, for accounting purposes, the Business Combination is treated as the equivalent of a capital transaction in which Legacy Momentus issued stock for the net assets of SRAC, with no goodwill or other intangible assets recorded, and Legacy Momentus’ financial statements became those of the Company. Reported shares and earnings per share available to holders of the Company’s Common Stock, prior to the Business Combination, have been retroactively restated as shares reflecting the exchange ratio established in the Business Combination. See Note 3 for more information. Pursuant to the Amended and Restated Certificate of Incorporation of the Company, at the Closing, each share of SRAC’s Class B Common Stock, par value $0.0001 per share (the “Class B Common Stock”), converted into one share of SRAC’s Class A Common Stock. After the Closing and following the effectiveness of the Second Amended and Restated Certificate of Incorporation of the Company, each share of Class A Common Stock was automatically reclassified, redesignated and changed into one validly issued, fully paid and non-assessable share of the Company’s Common Stock, par value $0.00001 per share (“Common Stock”), without any further action by the Company or any stockholder thereof. Prior to the Business Combination, SRAC’s units, public shares, and public warrants were listed on the Nasdaq under the symbols “SRACU,” “SRAC,” and “SRACW,” respectively. On August 13, 2021, the Company's Common Stock and public warrants began trading on the Nasdaq, under the symbols “MNTS” and “MNTSW,” respectively. On October 7, 2020 and July 15, 2021, SRAC entered into subscription agreements with certain investors (the “PIPE Investors”) to which such investors collectively subscribed for an aggregate of 11,000,000 shares of the Company’s Common Stock at $10.00 per share for aggregate gross proceeds of $110.0 million (the “PIPE Investment”). The PIPE Investors were also granted an equal number of private warrants to purchase the Company’s Common Stock at $11.50 per share. The warrants were recorded as a derivative liability under ASC 815, Derivatives and Hedging, (“ASC 815”) and the warrant liability was initially valued at $30.5 million. See Note 11 for more information. The PIPE Investment was consummated concurrently with the closing of the Business Combination.

Subsequent Events (Details) - USD ($)	Feb. 27, 2023	Jul. 15, 2021	Feb. 17, 2023	Feb. 16, 2023	Feb. 10, 2023	Dec. 31, 2022	Dec. 31, 2021	Aug. 13, 2021	Jun. 30, 2021
Subsequent Event [Line Items]
Number of shares sold (in shares)		11,000,000
Purchase price (in dollars per share)		$ 10.00
Additional payments owed to co-founders									$ 50,000,000
Common stock, number of shares authorized (in shares)						250,000,000	250,000,000
Common stock – Class A
Subsequent Event [Line Items]
Common stock, number of shares authorized (in shares)								250,000,000
Consideration Due within 10 Business Days
Subsequent Event [Line Items]
Additional payments owed to co-founders									$ 10,000,000
Subsequent Event
Subsequent Event [Line Items]
Contingency recorded as a result of settlement					$ 8,500,000
Estimated insurance recoveries					$ (4,000,000)
Aggregate gross proceeds	$ 10,000,000
Subsequent Event \| Common stock – Class A
Subsequent Event [Line Items]
Common stock, number of shares authorized (in shares)			250,000,000	100,000,000
Subsequent Event \| Common stock
Subsequent Event [Line Items]
Number of shares sold (in shares)	9,396,000
Subsequent Event \| Warrants \| Prefunded Warrants
Subsequent Event [Line Items]
Number of shares sold (in shares)	2,170,043
Subsequent Event \| Warrants \| Other Warrants
Subsequent Event [Line Items]
Number of shares sold (in shares)	11,566,043
Purchase price (in dollars per share)	$ 1.15

Intangible Assets, net (Tables)

12 Months Ended

Dec. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Intangible Assets, Net

Intangible assets, net consisted of the following as of December 31, 2022:


(in thousands)	Gross Value		Accumulated Amortization		Net Value		Weighted average remaining amortization period (in years)
Patents/Intellectual Property	$	461	$	(124)	$	337	7.0

Total	$	461	$	(124)	$	337

Intangible assets, net consisted of the following as of December 31, 2021:


(in thousands)	Gross Value		Accumulated Amortization		Net Value		Weighted average remaining amortization period (in years)
Patents/Intellectual Property	$	404	$	(91)	$	313	7.5
Capitalized software implementation costs	43		(7)		36		2.6
Total	$	447	$	(98)	$	349

Schedule of Future Estimated Amortization Expense

As of December 31, 2022, the future estimated amortization expense related to intangible assets is as follows:


(in thousands)
2023	$	50
2024	50
2025	50
2026	50
2027	50
Thereafter	87
Total	337

Leases - Maturities of Operating Lease Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Jan. 31, 2021
Lessee, Operating Lease, Liability, Payment, Due [Abstract]
2023	$ 1,533
2024	1,580
2025	1,627
2026	1,674
2027	1,729
Thereafter	297
Total lease payments	8,440	$ 11,000
Less: Imputed interest	(1,156)
Present value of lease liabilities	$ 7,284

Stock-based Compensation (Tables)

12 Months Ended

Dec. 31, 2022

Share-Based Payment Arrangement [Abstract]

Schedule of Options Activity

The following table sets forth the summary of options activity, under the 2018 Plan and the 2021 Plans, for the year ended December 31, 2022:


(in thousands, except share-based data)	Total Options	Weighted- Average Exercise Price Per Share		Weighted- Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value
Outstanding as of December 31, 2021	4,040,360	$	0.27

Granted	1,064,862	2.54
Vested exercised	(2,184,961)	0.26
Forfeitures	(363,528)	0.28
Outstanding as of December 31, 2022	2,556,733	$	1.21	7.9	$	763
Exercisable as of December 31, 2022	1,371,124	$	0.71	7.1	$	571
Vested and expected to vest as of December 31, 2022	2,556,733	$	1.21	7.9	$	763

Schedule of Fair Value Inputs

Key assumptions for the Black-Scholes model used to determine the fair value of warrants outstanding as of December 31, 2022 were as follows:


Warrant term (years)	3.61
Volatility	76.00	%
Risk-free rate	4.11	%
Dividend yield	0.00	%

The assumptions used under the Black-Scholes-Merton Option Pricing model and weighted average fair value of options on the grant date are as follows:


	Year Ended December 31,
	2022	2021
Expected term (in years)	5.8	N/A
Risk-free interest rate	2.35%	N/A
Expected volatility	61.90%	N/A
Dividend yield	0.00%	N/A
Fair value on grant date	$1.46	N/A

Schedule of Restricted Stock Unit and Restricted Stock Award Activity

The following table sets forth the summary of RSU and RSA activity, under the Initial Plan, the 2018 Plan, the 2021 Plan, and the 2022 Plan, for the year ended December 31, 2022. RSAs were an immaterial portion of activity for the period:


	Shares	Weighted Average Grant Date Fair Value (i.e. share price)
Outstanding as of December 31, 2021	2,812,110	$	10.87
Granted	7,701,516	2.45
Vested	(799,890)	9.59
Forfeited	(1,932,819)	5.43
Outstanding as of December 31, 2022	7,780,917	$	3.99

Schedule of Stock-Based Compensation Expense

The following table sets forth the stock-based compensation under the Initial Plan, the 2018 Plan, the 2021 Plan, and the 2022 Plan by expense type:


	Year Ended December 31,
(in thousands)		2022		2021
Research and development expenses		$	2,134	$	2,341
Selling, general and administrative expenses		9,446		16,111
Total		$	11,580	$	18,452

The following table sets forth the stock-based compensation under the Initial Plan, the 2018 Plan, the 2021 Plan, and the 2022 Plan by award type:


	Year Ended December 31,
(in thousands)		2022		2021
Options		$	538	$	11,271
RSUs & RSAs		10,995		7,091
ESPP		117		20
Performance Awards		(70)		70
Total		$	11,580	$	18,452

Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Deferred tax assets:
Capitalized research and development credits	$ 17,922	$ 16,473
Start-up and Organization Costs	16,965	15,311
Net operating loss carryforwards	16,562	10,350
Research and development credits	4,595	3,758
Stock-based compensation	3,072	1,457
Operating lease obligations	1,534	2,381
Accrued expenses and reserves	1,710	1,070
Property and equipment	173	586
Intangibles	22	26
Other	1	0
Warrants	0	893
Total deferred tax assets before valuation allowance	62,556	52,305
Valuation allowance	(61,200)	(50,168)
Total deferred tax assets	1,356	2,137
Deferred Tax Liabilities:
Operating lease right-of-use assets	(1,356)	(2,137)
Total deferred tax liabilities	(1,356)	(2,137)
Net deferred tax assets	$ 0	$ 0

Stock-based Compensation

12 Months Ended

Dec. 31, 2022

Share-Based Payment Arrangement [Abstract]

Stock-based Compensation

Legacy Stock Plans

In May 2018, the Board of Directors of Momentus Inc. approved the 2018 Stock Plan (the “Initial Plan”) that allowed for granting of incentive and non-qualified stock options and restricted stock awards to employees, directors, and consultants. The Initial Plan was terminated in November 2018. Awards outstanding under the Initial Plan continue to be governed by the terms of the Initial Plan.

In February and March 2020, the Board approved the Amended and Restated 2018 Stock Plan (the “2018 Plan”). No additional grants have been made since 2020 and no new grants will be made from the 2018 Plan, however, the options issued and outstanding under the plan continue to be governed by the terms of the 2018 Plan. Forfeitures from the legacy plans become available under the 2021 Equity Incentive Plan, described below.

2021 Equity Incentive Plan

In connection with the Closing, the Company adopted the 2021 Equity Incentive Plan (the “2021 Plan”), under which 5,982,922 shares of Common Stock were initially reserved for issuance. The 2021 Plan allows for the issuance of incentive stock options (“ISOs”), non-qualified stock options (“NSOs”), restricted stock awards (“RSAs”), stock appreciation rights (“SARs”), restricted stock units (“RSUs”), and performance awards. The Board of Directors determines the period over which grants become exercisable. The 2021 Plan became effective immediately following the Closing. The 2021 Plan has an evergreen provision which allows for shares available for issuance under the plan to be increased on the first day of each fiscal year beginning with the 2022 fiscal year and ending on (and including) the first day of the 2031 fiscal year, in each case, in an amount equal to the lesser of (i) three percent (3.0%) of the outstanding shares on the last day of the immediately preceding fiscal year and (ii) such number of Shares determined by the Board. During the year ended December 31, 2022, the shares available for grant under the 2021 Plan increased by 2,436,353 and 363,528 due to the evergreen provision and forfeitures from both the Initial Plan and the 2018 Plan, respectively. As of December 31, 2022, there were 1,947,448 shares remaining available for grant. Grant activity under the 2021 Plan is described below.

2021 Employee Stock Purchase Plan

In connection with the Closing, the Company adopted the Employee Stock Purchase Plan (the “2021 ESPP Plan”), under which 1,595,445 shares of Common Stock were initially reserved for issuance. The Plan provides a means by which eligible employees of the Company may be given an opportunity to purchase shares of Common Stock at a discount as permitted under the Internal Revenue Code of 1986, as amended. The 2021 ESPP Plan has an evergreen provision which allows for shares available for issuance under the plan to be increased on the first day of each fiscal year beginning with the 2022 fiscal year and ending on (and including) the first day of the 2031 fiscal year, in each case, in an amount equal to the lesser of (i) half a percent (0.5%) of the outstanding shares on the last day of the calendar month prior to the date of such automatic increase and (ii) 1,595,445 shares. The 2021 ESPP Plan became effective immediately following the Closing. During the year ended December 31, 2022, the shares available for issuance under the 2021 ESPP Plan increased by 406,059 due to the evergreen provision. During the year ended December 31, 2022, 165,393 shares were issued under the 2021 ESPP Plan. The Company has an outstanding liability pertaining to the ESPP of $41 thousand as of December 31, 2022, included in accrued expenses, for employee contributions to the 2021 ESPP Plan, pending issuance at the end of the offering period. As of December 31, 2022, there were 1,836,111 shares remaining available for issuance.

2022 Inducement Equity Plan

In February 2022, the Company adopted the 2022 Inducement Equity Plan (the “2022 Plan”), under which 4,000,000 shares of Common Stock were initially reserved for issuance. The 2022 Plan allows for the issuance of NSOs, RSAs, SARs, RSUs, and stock bonus awards, subject to certain eligibility requirements. The Board of Directors determines the period over which grants become exercisable and grants generally vest over a four-year period. As of December 31, 2022, only RSU grants have been made under the 2022 Plan and there were 1,083,552 shares remaining available for grant. Grant activity under the 2022 Plan is described below.

Options Activity

The following table sets forth the summary of options activity, under the 2018 Plan and the 2021 Plans, for the year ended December 31, 2022:


(in thousands, except share-based data)	Total Options	Weighted- Average Exercise Price Per Share		Weighted- Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value
Outstanding as of December 31, 2021	4,040,360	$	0.27

Granted	1,064,862	2.54
Vested exercised	(2,184,961)	0.26
Forfeitures	(363,528)	0.28
Outstanding as of December 31, 2022	2,556,733	$	1.21	7.9	$	763
Exercisable as of December 31, 2022	1,371,124	$	0.71	7.1	$	571
Vested and expected to vest as of December 31, 2022	2,556,733	$	1.21	7.9	$	763

As of December 31, 2022, there was a total of $1.4 million in unrecognized compensation cost related to unvested options, which is expected to be recognized over a weighted-average period of 1.7 years.

The total intrinsic value of options exercised during the years ended December 31, 2022 and 2021, was $5.1 million and $18.0 million, respectively.

The assumptions used under the Black-Scholes-Merton Option Pricing model and weighted average fair value of options on the grant date are as follows:


	Year Ended December 31,
	2022	2021
Expected term (in years)	5.8	N/A
Risk-free interest rate	2.35%	N/A
Expected volatility	61.90%	N/A
Dividend yield	0.00%	N/A
Fair value on grant date	$1.46	N/A

Restricted Stock Unit and Restricted Stock Award Activity


	Shares	Weighted Average Grant Date Fair Value (i.e. share price)
Outstanding as of December 31, 2021	2,812,110	$	10.87
Granted	7,701,516	2.45
Vested	(799,890)	9.59
Forfeited	(1,932,819)	5.43
Outstanding as of December 31, 2022	7,780,917	$	3.99

As of December 31, 2022, there was a total of $25.5 million in unrecognized compensation cost related to unvested RSUs, which is expected to be recognized over a weighted-average period of 1.5 years. Outstanding unvested and expected to vest RSUs had an intrinsic value of $6.1 million.

Stock-based Compensation

The following table sets forth the stock-based compensation under the Initial Plan, the 2018 Plan, the 2021 Plan, and the 2022 Plan by expense type:


	Year Ended December 31,
(in thousands)		2022		2021
Research and development expenses		$	2,134	$	2,341
Selling, general and administrative expenses		9,446		16,111
Total		$	11,580	$	18,452

The following table sets forth the stock-based compensation under the Initial Plan, the 2018 Plan, the 2021 Plan, and the 2022 Plan by award type:


	Year Ended December 31,
(in thousands)		2022		2021
Options		$	538	$	11,271
RSUs & RSAs		10,995		7,091
ESPP		117		20
Performance Awards		(70)		70
Total		$	11,580	$	18,452

Performance Awards

Performance awards under the 2021 Plan are accounted for as liability-classified awards, as the obligations are typically a fixed monetary amount which is settled on a future date in a variable number of shares of the Company’s Common Stock. The variable number of potentially settled shares is not limited. Performance awards are measured at their fair value based on management’s estimates of potential outcomes of the performance. Outstanding performance awards correspond to zero shares if they were settled on December 31, 2022.

Non-employee Stock-based Compensation

During the year ended December 31, 2022, the Company granted 135,000 shares to a non-employee consultant in exchange for public relations services. The shares were not issued under the equity incentive plans described above. Under the agreement, the shares are contingently forfeitable in the event of early termination. The shares had a grant date fair value of $112 thousand, which will be recorded as stock-based compensation over the six-month term of the agreement.

Stock Option Modifications

On August 31, 2021, in connection with the resignation of one of the Company’s former officers, the Company modified the former officer’s outstanding awards, which resulted in the vesting of options for 273,571 shares. The modified option awards have an exercise price of $0.28 per share, expected term of 6.25 years, a risk-free rate of 0.86%, expected volatility of 97% and no expected dividends. This Type III modification resulted in a remeasured fair value of $10.91 per share. The incremental compensation related to the accelerated options totaled $2.9 million.

On May 22, 2021, in connection with the resignation of one of the Company’s former directors, the Company modified the former director’s outstanding award, which resulted in the vesting of options for 205,618 shares. The modified option award has an exercise price of $0.28 per share, expected term of one year, a risk-free rate of 0.04%, expected volatility of 65% and no expected dividends. This Type III modification resulted in a remeasured fair value of $10.78 per share. The incremental compensation related to the accelerated options totaled $2.2 million.

On January 25, 2021, in connection with the resignation of the Company’s former Chief Executive Officer (“CEO”), Mikhail Kokorich, the Company modified his outstanding awards, which resulted in the vesting of options for 261,070 shares. The modified option awards have exercise prices ranging from $0.04 to $0.28 per share, an expected term of one year, a risk-free interest rate of 0.10%, an expected volatility of 78% and no expected dividends. This

Type III modification resulted in remeasured fair values ranging from $20.67 to $20.91 per share. The incremental compensation related to the accelerated options totaled $5.4 million.

Audit Information	12 Months Ended
Audit Information	Dec. 31, 2022
Audit Information [Abstract]
Auditor Firm ID	32
Auditor Name	Armanino LLP
Auditor Location	San Ramon, CA

Income Taxes - Components of Provision for Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Current:
State	$ 0	$ 2
Total Provision	$ 0	$ 2

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

Stockholders’ Equity (Deficit) (Tables)

12 Months Ended

Dec. 31, 2022

Equity [Abstract]

Schedule of Common Stock Outstanding

The following summarizes the Company’s Common Stock outstanding immediately after the Business Combination:


	Shares	%
Momentus Space, LLC unit holders	50,419,505	63	%
Public stockholders	13,695,257	17	%
SRAC and its affiliates	4,657,500	6	%
PIPE Investors	11,000,000	14	%
Total	79,772,262	100	%

- Definition

Tabular disclosure of an entity's stock, including par or stated value per share, number and dollar amount of share subscriptions, shares authorized, shares issued, shares outstanding, number and dollar amount of shares held in an employee trust, dividend per share, total dividends, share conversion features, par value plus additional paid in capital, the value of treasury stock and other information necessary to a fair presentation, and EPS information. Stock by class includes common, convertible, and preferred stocks which are not redeemable or redeemable solely at the option of the issuer. Includes preferred stock with redemption features that are solely within the control of the issuer and mandatorily redeemable stock if redemption is required to occur only upon liquidation or termination of the reporting entity. If more than one issue is outstanding, state the title of each issue and the corresponding dollar amount; dollar amount of any shares subscribed but unissued and the deduction of subscriptions receivable there from; number of shares authorized, issued, and outstanding.

+ References

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+ Details

Commitment and Contingencies - Narrative (Details)						1 Months Ended	12 Months Ended
Commitment and Contingencies - Narrative (Details)	Feb. 27, 2023 USD ($)	Jul. 20, 2022 USD ($) contract shares	Aug. 12, 2021 USD ($)	Jul. 08, 2021 USD ($)	Jun. 30, 2021 USD ($)	Feb. 28, 2021 USD ($)	Dec. 31, 2022 USD ($) shares	Dec. 31, 2021 USD ($) shares	Feb. 10, 2023 USD ($)
Loss Contingencies [Line Items]
Percentage of equity interest sold by co-founders					100.00%
Consideration paid to each co-founder					$ 1
Additional payments owed to co-founders					50,000,000
Additional funding received in connection with business combination			$ 247,300,000		247,300,000
Payments to co-founders					40,000,000
Initial consideration paid to all co-founders					$ 3
Release period without objection from agencies					15 days
Cash proceeds					$ 2,700,000
Estimated liability							$ 10,000,000
Common stock issued (in shares) \| shares							84,441,153	81,211,781
Subsequent Event
Loss Contingencies [Line Items]
Contingency recorded as a result of settlement									$ 8,500,000
Estimated insurance recoveries									$ (4,000,000)
Aggregate gross proceeds	$ 10,000,000
Consideration From Funds Legally Available
Loss Contingencies [Line Items]
Additional payments owed to co-founders					$ 40,000,000
Threshold period					10 days
Consideration Due on First Payment Date
Loss Contingencies [Line Items]
Minimum proceeds from sale of business and other capital raising transactions					$ 100,000,000
Consideration Due within 10 Business Days
Loss Contingencies [Line Items]
Additional payments owed to co-founders					10,000,000
Minimum proceeds from sale of business and other capital raising transactions					$ 250,000,000
Baker Mckenzie
Loss Contingencies [Line Items]
Contingency recorded as a result of settlement							$ 8,500,000
Estimated insurance recoveries							(4,000,000)
SEC Investigation
Loss Contingencies [Line Items]
Contingency recorded as a result of settlement				$ 5,000,000
Payments for fines				$ 2,000,000			0	$ 7,000,000
National Security Agreement
Loss Contingencies [Line Items]
Potential liquidated damages per breach						$ 1,000,000
Legal expenses							$ 1,700,000	$ 7,500,000
SAFE Note Litigation
Loss Contingencies [Line Items]
Alleged investment amount		$ 4,000,000
Common stock issued (in shares) \| shares		724,995
SAFE Note Litigation \| Pending Litigation
Loss Contingencies [Line Items]
Number of investment contracts breached \| contract		2
Damages sought		$ 7,600,000

Leases - Components of Operating Lease Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Leases [Abstract]
Operating lease cost	$ 1,609	$ 1,742
Variable lease expense	611	590
Short-term lease expense	38	19
Total lease expense	$ 2,258	$ 2,351

Diluted Earnings Per Share

12 Months Ended

Dec. 31, 2022

Earnings Per Share [Abstract]

Diluted Earnings Per Share

Net (Loss) Income Per Share

The following table sets forth the computation of diluted net (loss) income per share:


Diluted Net (Loss) Income Per Share	Year Ended December 31,
(in thousands, except share-based data)		2022		2021
Numerator:
Net (loss) income		$	(95,444)	$	120,654



Net (loss) income allocated to common stockholders for diluted net (loss) income per share		$	(95,444)	$	120,654
Denominator:
Denominator for basic net (loss) income per share - weighted average shares outstanding		81,546,648		65,177,873

Dilutive options and unvested stock units outstanding		—		5,438,952
Dilutive warrants outstanding		—		301,952

Denominator for diluted net (loss) income per share - adjusted weighted average shares outstanding		81,546,648		70,918,777

Net (loss) income per share - basic		$	(1.17)	$	1.85
Net (loss) income per share - diluted		$	(1.17)	$	1.70

Net (loss) income per share is provided in accordance with ASC 260-10, Earnings Per Share. Basic earnings per share is computed by dividing net (loss) income for the period by the weighted-average number of common shares outstanding during the period. Diluted earnings per share gives effect to all dilutive potential common shares outstanding during the period. It is computed by dividing undistributed earnings allocated to common stockholders for the period by the weighted average number of common shares outstanding during the period, plus the dilutive effect of outstanding preferred shares, options and unvested stock units, and warrants outstanding pursuant to the treasury stock method.

As the Company incurred a net loss for the year ended December 31, 2022, the inclusion of certain options, unvested stock units, warrants, and contingent Sponsor Earnout Shares in the calculation of diluted earnings per share would be anti-dilutive and, accordingly, were excluded from the diluted loss per share calculation.

The following table summarizes potential common shares that were excluded as their effect is anti-dilutive:


	Year Ended December 31,
		2022	2021

Options and unvested stock units outstanding		6,355,796	3,029,991
Warrant outstanding		19,957,428	19,897,500

Contingent Sponsor Earnout Shares		1,437,500	—
Total		27,750,724	22,927,491

Property, Machinery and Equipment, net (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Property, machinery and equipment, gross	$ 5,808	$ 6,656
Less: accumulated depreciation	(1,792)	(1,827)
Property, machinery and equipment, net	4,016	4,829
Depreciation expense	1,000	1,000
Computer equipment
Property, Plant and Equipment [Line Items]
Property, machinery and equipment, gross	10	178
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Property, machinery and equipment, gross	0	206
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property, machinery and equipment, gross	2,281	2,693
Machinery and equipment
Property, Plant and Equipment [Line Items]
Property, machinery and equipment, gross	3,411	3,332
Construction in-progress
Property, Plant and Equipment [Line Items]
Property, machinery and equipment, gross	$ 106	$ 247

Property, Machinery and Equipment, net (Tables)

12 Months Ended

Dec. 31, 2022

Property, Plant and Equipment [Abstract]

Schedule of Property, Machinery and Equipment, Net

The estimated useful lives of fixed assets by asset category are described below:


Fixed Assets						Estimated Useful Life
Computer equipment						Three years
Furniture and fixtures						Five years
Leasehold improvements						Lesser of estimated useful life or remaining lease term (one year to seven years)
Machinery and equipment						Seven years

Property, machinery and equipment, net consisted of the following:


(in thousands)	December 31, 2022		December 31, 2021
Computer equipment	$	10	$	178
Furniture and fixtures	—		206
Leasehold improvements	2,281		2,693
Machinery and equipment	3,411		3,332
Construction in-progress	106		247
Property, machinery and equipment, gross	5,808		6,656
Less: accumulated depreciation	(1,792)		(1,827)
Property, machinery and equipment, net	$	4,016	$	4,829

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2022	Dec. 31, 2021	Aug. 13, 2021
Statement of Financial Position [Abstract]
Common stock, par value (in dollars per share)	$ 0.00001	$ 0.00001
Common stock, number of shares authorized (in shares)	250,000,000	250,000,000
Common stock issued (in shares)	84,441,153	81,211,781
Common stock outstanding (in shares)	84,441,153	81,211,781	79,772,262

Income Taxes - Reconciliation of Effective Income Tax Rate (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Effective Income Tax Rate Reconciliation, Amount [Abstract]
Tax provision (benefit) at U.S. statutory rate	$ (20,042)	$ 25,338
State income taxes, net of federal benefit	11,113	(8,446)
Non-deductible expenses	(60)	3,426
Change in value of equity instruments	(1,089)	(51,790)
Deferred adjustments	(143)	171
Research and development credits	(1,085)	(1,333)
Uncertain tax positions	276	336
Change in valuation allowance	11,030	32,300
Total Provision	$ 0	$ 2
Effective Income Tax Rate Reconciliation, Percent [Abstract]
Tax provision (benefit) at U.S. statutory rate	21.00%	21.00%
State income taxes, net of federal benefit	(11.60%)	(7.00%)
Non-deductible expenses	0.10%	2.80%
Change in value of equity instruments	1.10%	(42.90%)
Deferred adjustments	0.20%	0.10%
Research and development credits	1.10%	(1.10%)
Uncertain tax positions	(0.30%)	0.30%
Change in valuation allowance	(11.60%)	26.80%
Effective Rate	0.00%	0.00%

Accrued Expenses (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Payables and Accruals [Abstract]
Legal and other professional services	$ 3,128	$ 4,121
Compensation expense	3,584	3,862
Research and development projects	981	1,240
Other current expense	333	399
Payroll tax expense	0	163
Accrued expenses	$ 8,026	$ 9,785

Reverse Recapitalization (Details) $ / shares in Units, $ in Thousands				12 Months Ended
	Aug. 12, 2021 USD ($) tradingDay $ / shares	Jul. 15, 2021 USD ($) $ / shares shares	Jun. 30, 2021 USD ($)	Dec. 31, 2022 USD ($) $ / shares	Dec. 31, 2021 USD ($) $ / shares	Aug. 13, 2021 $ / shares
Schedule of Reverse Recapitalization [Line Items]
Percentage of voting interest sold	100.00%
Additional funding received in connection with business combination	$ 247,300		$ 247,300
Proceeds from issuance of common shares in PIPE		$ 110,000		$ 0	$ 110,000
Proceeds from issuance of common stock upon Business Combination	137,300			$ 0	$ 128,167
Proceeds from issuance of common stock, public investment in SRAC	172,500
Reduced redemptions	(35,600)
Additional stockholder deficit	(8,500)
Additional cash in trust from operations	400
Total proceeds	238,800
Payments for transaction costs	27,800
Costs recorded to other expenses related to liability classified warrants	$ 4,800
Exchange ratio	0.2467416			1
Common stock, par value (in dollars per share) \| $ / shares				$ 0.00001	$ 0.00001
Non-transfer period under lock-up agreements	6 months
Closing price of common stock (in dollars per share) \| $ / shares	$ 12.00
Number of trading days \| tradingDay	20
Number of consecutive trading days \| tradingDay	30
Number of shares sold (in shares) \| shares		11,000,000
Purchase price (in dollars per share) \| $ / shares		$ 10.00
Estimated fair value of warrants		$ 30,500		$ 564	$ 5,749
Private Warrant
Schedule of Reverse Recapitalization [Line Items]
Purchase price (in dollars per share) \| $ / shares		$ 11.50
Common stock – Class A
Schedule of Reverse Recapitalization [Line Items]
Exchange ratio	1
Common stock, par value (in dollars per share) \| $ / shares				$ 0.00001		$ 0.00001

Loan Payable (Details)			12 Months Ended
Loan Payable (Details)	Jun. 29, 2021 USD ($) note	Feb. 22, 2021 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Jul. 15, 2021 USD ($)	Jun. 30, 2021
Short-term Debt [Line Items]
Proceeds from short-term borrowings			$ 0	$ 25,000,000
Estimated fair value of warrants			$ 564,000	5,749,000	$ 30,500,000
Term Loan
Short-term Debt [Line Items]
Initial borrowing capacity		$ 40,000,000
Interest rate		12.00%
Proceeds from short-term borrowings		$ 25,000,000
Amount no longer available for borrowing		$ 15,000,000
Debt term		2 years
Estimated fair value of warrants		$ 15,600,000
Unamortized debt issuance costs		100,000
Unamortized debt discount		$ 15,800,000
Percentage of debt discount in excess of initial face value		63.00%
Calculated effective interest rate		126.00%	28.20%
Interest expense amortization			$ 2,700,000	11,700,000
Loans payable			15,300,000
Accrued interest			100,000
Unamortized debt discount and issuance costs			(1,400,000)
Long-term debt, due in 2023			13,000,000
Long-term debt, due in 2024			$ 2,300,000
Term Loan \| Stock Purchase Warrants
Short-term Debt [Line Items]
Percentage of preferred stock available to be called		1.00%
Preferred stock available to be called, percentage earned			80.00%
Preferred stock available to be called, percentage forfeited						20.00%
Promissory Notes
Short-term Debt [Line Items]
Number of notes issued \| note	2
Second Lien Promissory Notes, Note One
Short-term Debt [Line Items]
Initial borrowing capacity	$ 1,500,000
Reduction in legal expenses				$ 2,600,000
Second Lien Promissory Notes, Note Two
Short-term Debt [Line Items]
Initial borrowing capacity	$ 1,500,000