0001781162-23-000059 | 10-Q | XBRL Viewer

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Stock-based Compensation - Schedule of Restricted Stock Units Activity (Details) - RSUs & RSAs	9 Months Ended
	Sep. 30, 2023 $ / shares shares
Shares
Balance at the beginning of the period (in shares) \| shares	155,573
Granted (in shares) \| shares	211,509
Vested (in shares) \| shares	(37,627)
Forfeited (in shares) \| shares	(64,540)
Balance at the end of the period (in shares) \| shares	264,915
Weighted Average Grant Date Fair Value (i.e. Share Price)
Balance at the beginning of the period (in dollars per share) \| $ / shares	$ 199.74
Granted (in dollars per share) \| $ / shares	27.33
Vested (in dollars per share) \| $ / shares	200.98
Forfeited (in dollars per share) \| $ / shares	117.92
Balance at the end of the period (in dollars per share) \| $ / shares	$ 81.94

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Sep. 30, 2023
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Stockholders’ Equity - Schedule of Fair Value Inputs (Details)	Sep. 30, 2023	Sep. 11, 2023	Sep. 10, 2023	Feb. 23, 2023
Class of Warrant or Right [Line Items]
Warrant term (years)	5 years
Risk-free rate
Class of Warrant or Right [Line Items]
Warrants, measurement input	0.0477
Dividend yield
Class of Warrant or Right [Line Items]
Warrants, measurement input	0.0000
Series A Warrants
Class of Warrant or Right [Line Items]
Warrant term (years)		5 years
Series A Warrants \| Volatility
Class of Warrant or Right [Line Items]
Warrants, measurement input		0.8500
Series A Warrants \| Risk-free rate
Class of Warrant or Right [Line Items]
Warrants, measurement input		0.0435
Series A Warrants \| Dividend yield
Class of Warrant or Right [Line Items]
Warrants, measurement input		0.0000
Series B Warrants
Class of Warrant or Right [Line Items]
Warrant term (years)		1 year
Series B Warrants \| Volatility
Class of Warrant or Right [Line Items]
Warrants, measurement input		0.7900
Series B Warrants \| Risk-free rate
Class of Warrant or Right [Line Items]
Warrants, measurement input		0.0533
Series B Warrants \| Dividend yield
Class of Warrant or Right [Line Items]
Warrants, measurement input		0.0000
February Class A Warrants
Class of Warrant or Right [Line Items]
Warrant term (years)		5 years 3 days	4 years 11 months 19 days	5 years 6 months 3 days
February Class A Warrants \| Volatility
Class of Warrant or Right [Line Items]
Warrants, measurement input		0.8500	0.8400	0.8500
February Class A Warrants \| Risk-free rate
Class of Warrant or Right [Line Items]
Warrants, measurement input		0.0433	0.0440	0.0403
February Class A Warrants \| Dividend yield
Class of Warrant or Right [Line Items]
Warrants, measurement input		0.0000	0.0000	0.0000

Commitment and Contingencies - Narrative (Details) - USD ($)									3 Months Ended		9 Months Ended		12 Months Ended
	Oct. 23, 2023	Oct. 05, 2023	Oct. 02, 2023	Sep. 07, 2023	Feb. 27, 2023	Jul. 20, 2022	Jun. 30, 2021	Jun. 08, 2021	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Loss Contingencies [Line Items]
Other expense									$ (93,000)	$ 342,000	$ (492,000)	$ (821,000)
Percentage of equity interest sold by co-founders							100.00%
Payments to co-founders							$ 40,000,000
Additional payments owed to co-founders					$ 10,000,000		10,000,000
Minimum proceeds from sale of business and other capital raising transactions							250,000,000
Aggregate cost				$ 5,000,000	$ 10,000,000
Common stock issued (in shares)									2,700,909		2,700,909		1,688,824
Subsequent Event
Loss Contingencies [Line Items]
Aggregate cost			$ 4,000,000
Consideration Due within 10 Business Days
Loss Contingencies [Line Items]
Additional payments owed to co-founders							$ 10,000,000
Threshold period							10 days
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		$ 8,500,000
Estimated insurance recoveries									4,000,000		4,000,000
Other expense													$ 4,500,000
Baker Mckenzie \| Subsequent Event
Loss Contingencies [Line Items]
Escrow deposit		$ 5,000,000
Reduction in litigation settlement contingency		$ 3,500,000
National Security Agreement
Loss Contingencies [Line Items]
Potential liquidated damages per breach								$ 1,000,000
Legal expenses									$ 100,000	$ 300,000	$ 300,000	$ 1,600,000
SAFE Note Litigation
Loss Contingencies [Line Items]
Alleged investment amount						$ 4,000,000
Common stock issued (in shares)						14,500
SAFE Note Litigation \| Pending Litigation
Loss Contingencies [Line Items]
Damages sought						$ 7,600,000
Stephen J. Purcell \| Subsequent Event
Loss Contingencies [Line Items]
Damages sought	$ 80,000

Loan Payable	9 Months Ended
Loan Payable	Sep. 30, 2023
Debt Disclosure [Abstract]
Loan Payable	Note 8. 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. The Company allocated the proceeds from the Term Loan agreement to the note and warrants issued in conjunction with the Term Loan 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 $0.3 million and $1.2 million for the three and nine months ended September 30, 2023, respectively, and $0.7 million and $2.1 million for the three and nine months ended September 30, 2022, respectively. As of September 30, 2023, the Company’s total loan payable consisted of gross Term Loan payable of $5.7 million and accrued interest of $0.2 million, offset by unamortized debt discount and issuance costs of $0.2 million. The Term Loan principal has future scheduled maturities of $3.4 million and $2.3 million for the remainder of 2023 and 2024, respectively.

- 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.

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+ Details

Summary of Significant Accounting Policies - Schedule of Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Disaggregation of Revenue [Line Items]
Service revenue	$ 339	$ 129	$ 2,066	$ 179
Transportation services
Disaggregation of Revenue [Line Items]
Service revenue	0	101	1,305	151
Hosted payload services
Disaggregation of Revenue [Line Items]
Service revenue	284	0	426	0
Forfeited customer deposits
Disaggregation of Revenue [Line Items]
Service revenue	$ 55	$ 28	$ 335	$ 28

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

- Definition

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

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+ Details

Diluted Earnings Per Share - Schedule of Antidilutive Shares (Details) - shares	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total (in shares)	954,882	638,521	893,757	553,158
Options and unvested stock units outstanding
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total (in shares)	296,861	211,821	235,736	124,860
Warrants outstanding
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total (in shares)	629,271	397,950	629,271	399,548
Contingent Sponsor Earnout Shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total (in shares)	28,750	28,750	28,750	28,750

Accrued Liabilities

9 Months Ended

Sep. 30, 2023

Payables and Accruals [Abstract]

Accrued Liabilities

Note 7. Accrued Liabilities

Accrued expenses consisted of the following:


(in thousands)	September 30, 2023		December 31, 2022
Legal and other professional services	$	3,882	$	3,128
Compensation expense	2,947		3,584
Research and development projects	451		981


Other accrued liabilities	142		333
Total	$	7,422	$	8,026

Income Taxes (Details)	3 Months Ended		9 Months Ended
Income Taxes (Details)	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Income Tax Disclosure [Abstract]
Effective tax rate	0.00%	0.00%	0.00%	0.00%

Nature of Operations	9 Months Ended
Nature of Operations	Sep. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Nature of Operations	Note 1. 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 satellite buses, in-space infrastructure services, including in-space transportation, hosted payloads and in-orbit services. Momentus is making new ways of operating in space possible with its in-space transfer and service vehicles, powered by an innovative, space-proven water plasma-based propulsion system. On May 25, 2022, the Company launched its Vigoride 3 Orbital Service Vehicle (OSV) 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. 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 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 its Vigoride 5 OSV to Low-Earth Orbit aboard the SpaceX Transporter-6 mission. The mission is ongoing and the Vigoride 5 OSV is maneuvering under its own power in low-earth orbit. 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 mission also supported two customers: the Qosmosys Zeus-1 payload which was deployed on orbit on May 10, 2023, and Caltech’s Space Solar Power Demonstrator project, a hosted payload for which the Vigoride 5 continues to provide thrusting maneuvers and on-orbit support, including providing data, power, communication, commanding and telemetry, and resources for optimal picture taking and solar cell lighting. As part of the Vigoride 5 mission, we successfully completed the initial tests on-orbit of the pioneering Microwave Electrothermal Thruster (MET) that relies on solar power and uses distilled water as a propellant. The MET is the Vigoride OSV’s primary propulsion method that produces thrust by expelling extremely hot gases through a rocket nozzle. Unlike a conventional chemical rocket engine, which creates thrust through a chemical reaction, the MET is designed to create a plasma and thrust using solar power to drive a microwave energy source that heats the water propellant. Momentus has two patents in support of this proprietary propulsion technology. The recent MET testing done on-orbit included dozens of firings of the thruster that imparted forces on the Vigoride 5 spacecraft. These forces can change the orbital velocity of the spacecraft, allowing the orbit to be adjusted, changing parameters such as altitude and orbital inclination. This capability allows Momentus to deliver its customers’ payloads to custom orbits. Momentus has used the MET to change the spacecraft altitude during the current Vigoride 5 mission. The Vigoride OSV’s Attitude Control and Reaction Control Systems also use water as a propellant and were recently tested and fully commissioned. With its water-based propulsion systems, Momentus aims to offer cost-effective, efficient, safe, and environmentally friendly propulsion to meet the demands for in-space transportation and infrastructure services. On April 15, 2023, the Company launched its Vigoride 6 OSV to low-earth orbit aboard the SpaceX Transporter-7 mission and used Vigoride 6 OSV to support the deliveries of six customer payloads, including two satellites for the NASA LLITED mission. The Vigoride 6 mission is also hosting a Momentus technology demonstration of a new kind of solar array. The Tape Spring Solar Array (TASSA) technology features large sheets of flexible solar cells bonded to tape springs. To stow, they are tightly coiled around a mandrel. After launch, motors unroll the mandrel, deploying the solar array. Momentus aims to drive down vehicle production costs and streamline on-orbit operations, while reducing the cost of power for the satellite, with this technology once operational. Momentus has entered a new phase by operating two spacecraft in orbit concurrently as the Company continues to grow its capabilities. To date, Momentus has executed four missions, deployed 20 customer satellites in orbit, and provided hosted payload support, for Caltech’s Solar Power Project Demonstrator mission that recently demonstrated its ability to wirelessly transmit power in space and to beam detectable power to Earth. In addition to the Vigoride Orbital Service Vehicle, Momentus is now also offering its M-1000 satellite bus which has substantial commonality with Vigoride. With a growing demand for satellite bus services, Momentus is positioned to advance its hardware and flight-proven technology for this market. The M-1000 bus is a flexible option to meet various mission requirements. Innovations to improve sensor capability, maneuverability, increased power, and lower costs are integrated into the product. Momentus believes it can manufacture satellite buses like the M-1000 at a rapid and scalable pace. Momentus has started work in support of its Small Business Innovation Research award from the Space Development Agency. This project's scope involves making tailored modifications to the system underlying the M-1000 satellite bus and Vigoride OSV to support a full range of U.S. Department of Defense (DoD) payloads. Some of these areas include adding a secure payload interface, optical communications terminals, a high-volume data recorder, and improving the modularity of the propulsion system. Completion of this work is expected in mid-2024. Momentus submitted a bid for the Tranche 2 Tracking Layer to the U.S. Space Force Space Development Agency (SDA) to produce 18 satellites for missile tracking and fire control. Under this proposal to the SDA, Momentus is the prime contractor with a strong team of traditional and non-traditional space companies. Momentus' next mission is scheduled to deliver customers to orbit during the SpaceX Transporter-10 mission, which is targeted to launch no earlier than March 2024 and will feature a Rendezvous and Proximity Operations demonstration of a new Momentus capability that has application to future satellite inspection, servicing, refueling, and de-orbit missions. During this demonstration, Momentus plans to release a satellite and then maneuver into close proximity utilizing its Vigoride Orbital Service Vehicle. The Company has space reserved on every SpaceX Transporter mission through the end of 2024 and is actively booking customers. Business Combination On August 12, 2021, the Company consummated a merger pursuant to the terms of the 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 (“First Merger Sub”), and Project Marvel Second Merger Sub, LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of SRAC (“Second Merger Sub”), pursuant to which 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 (“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, with SRAC and its two wholly owned subsidiaries. The Company received gross proceeds of $247.3 million upon the closing of the Business Combination. Public and private warrants of SRAC were assumed by the Company as a result of the Business Combination. Going Concern The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The going concern basis of presentation assumes that the Company will continue in operation one year after the date these unaudited condensed consolidated interim financial statements are issued and will be able to realize its assets and discharge its liabilities and commitments in the normal course of business. The Company’s ability to continue as a going concern is dependent on the Company’s ability to successfully raise capital to fund its business operations and execute on its business plan. To date the Company remains heavily focused on growth and continued development of its proprietary technology, and as a result, it has not generated sufficient revenues to provide cash flows that enable the Company to finance its operations internally and the Company’s financial position and operating results raise substantial doubt about the Company’s ability to continue as a going concern. This is reflected by the Company’s incurred net losses of $15.2 million and $54.8 million for the three and nine months ended September 30, 2023, respectively, and accumulated deficit of $358.9 million as of September 30, 2023. Additionally, the Company used net cash of $46.0 million to fund its operating activities for the nine months ended September 30, 2023, and had cash and cash equivalents of $9.7 million as of September 30, 2023. Pursuant to the requirements of ASC Topic 205-40, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern, management must evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for one year from the date these unaudited condensed consolidated interim financial statements are issued. This evaluation does not take into consideration the potential mitigating effect of management’s plans that have not been fully implemented or are not within control of the Company as of the date the unaudited condensed consolidated interim financial statements are issued. When substantial doubt exists, management evaluates whether the mitigating effect of its plans sufficiently alleviates substantial doubt about the Company’s ability to continue as a going concern. The mitigating effect of management’s plans, however, is only considered if both (1) it is probable that the plans will be effectively implemented within one year after the date that the unaudited condensed consolidated Interim financial statements are issued, and (2) it is probable that the plans, when implemented, will mitigate the relevant conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the unaudited condensed consolidated interim financial statements are issued. In connection with the preparation of the condensed consolidated financial statements for the three and nine months ended September 30, 2023, management conducted an evaluation and concluded that there were conditions and events, considered in the aggregate, which raised substantial doubt as to the Company’s ability to continue as a going concern within twelve months after the date of the issuance of such financial statements. The Company believes that its current level of cash and cash equivalents are not sufficient to fund its regular operations and commercial scale production and sale of its services and products. These conditions raise substantial doubt regarding its ability to continue as a going concern for a period of at least one year from the date of issuance of these unaudited condensed consolidated financial statements. In order to proceed with the Company’s business plan and operating strategy, the Company will need to raise substantial additional capital to fund its operations. Until such time, if ever, the Company can generate revenues sufficient to achieve profitability, the Company expects to finance its operations through equity or debt financings, which may not be available to the Company on the timing needed or on terms that the Company deems to be favorable. In an effort to alleviate these conditions, the Company has executed a term sheet to raise capital with Deutsche Bank, and continues to seek and evaluate all opportunities to access additional capital through any available means. On September 11th and October 4th of 2023, the Company executed registered directed offerings of its Class A common stock that raised net proceeds of approximately $8 million. As a result of these uncertainties, and notwithstanding management’s plans and efforts to date, there is substantial doubt about the Company’s ability to continue as a going concern. If the Company is unable to raise substantial additional capital in the near term, the Company's operations and business plan will need to be scaled back or halted altogether. Additionally, if the Company is able to raise additional capital but that capital is insufficient to provide a bridge to full commercial production at a profit, the Company's operations could be severely curtailed or cease entirely and the Company may not realize any significant value from its assets. The accompanying condensed consolidated financial statements have been prepared on a going concern basis of accounting. The accompanying condensed consolidated financial statements do not reflect any adjustments that might result if the Company is unable to continue as a going concern. Reverse Stock Split Effective August 22, 2023, the Company’s stockholders approved a 1-for-50 reverse stock split of the Company’s Class A common stock. As a result of the reverse stock split, every 50 shares of Class A common stock issued and outstanding on August 22, 2023, were automatically combined into one share of Class A common stock. Any fractional shares resulting from the reverse stock split were rounded up to the next nearest whole share of Class A common stock. The reverse stock split did not affect the stated par value of the Class A common stock nor did it change the total number of the Company’s authorized shares of Class A common stock. The Company’s preferred stock was not affected by the reverse stock split. Also on the effective date of the reverse stock split, all options, warrants and other convertible securities of the Company outstanding immediately prior to the reverse stock split were adjusted by dividing the number of shares of Class A common stock into which the options, warrants and other convertible securities are exercisable or convertible by 50 and multiplying the exercise or conversion price thereof by 50, all in accordance with the terms of the plans, agreements or arrangements governing such options, warrants and other convertible securities and subject to rounding to the nearest whole share. Such proportional adjustments were also made to the number of shares and restricted stock units issued and issuable under the Company’s equity compensation plan. The Company has retroactively adjusted all periods presented for the effects of the stock split. See Note 9 for additional information.

Diluted Earnings Per Share

9 Months Ended

Sep. 30, 2023

Earnings Per Share [Abstract]

Diluted Earnings Per Share

Note 11. Diluted Earnings Per Share

Net Loss Per Share

Net loss per share is provided in accordance with ASC 260-10, Earnings Per Share. Basic earnings per share is computed by dividing net loss 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 three and nine months ended September 30, 2023 and 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:


	Three Months Ended September 30,		Nine Months Ended September 30,
	2023	2022	2023	2022

Options and unvested stock units outstanding	296,861	211,821	235,736	124,860
Warrants outstanding	629,271	397,950	629,271	399,548

Contingent Sponsor Earnout Shares	28,750	28,750	28,750	28,750
Total	954,882	638,521	893,757	553,158

Diluted Earnings Per Share (Tables)

9 Months Ended

Sep. 30, 2023

Earnings Per Share [Abstract]

Schedule of Antidilutive Shares

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


	Three Months Ended September 30,		Nine Months Ended September 30,
	2023	2022	2023	2022

Options and unvested stock units outstanding	296,861	211,821	235,736	124,860
Warrants outstanding	629,271	397,950	629,271	399,548

Contingent Sponsor Earnout Shares	28,750	28,750	28,750	28,750
Total	954,882	638,521	893,757	553,158

Intangible Assets, net

9 Months Ended

Sep. 30, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible Assets, net

Note 5. Intangible Assets, net

Intangible assets, net consisted of the following as of September 30, 2023:


(in thousands)	Gross Value		Accumulated Amortization		Net Value		Weighted Average Remaining Amortization Period (In Years)
Patents/Intellectual Property	$	492	$	(163)	$	329	6.4

Total	$	492	$	(163)	$	329

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

Amortization expense related to intangible assets was $0.01 million and $0.04 million for the three and nine months ended September 30, 2023, respectively, and $0.01 million and $0.10 million for the three and nine months ended September 30, 2022, respectively.

As of September 30, 2023, the future estimated amortization expense related to intangible assets is as follows:


(in thousands)
Remainder of 2023	$	13
2024	54
2025	54
2026	54
2027	54
Thereafter	100
Total	$	329

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Cash flows from operating activities:
Net loss	$ (54,819)	$ (71,004)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	667	831
Amortization of debt discount and issuance costs	1,182	2,114
Amortization of right-of-use asset	812	889
Change in fair value of warrant liability	(559)	(3,382)
Loss on disposal of property, machinery, equipment and intangible assets	17	121
Stock-based compensation expense	6,453	8,564
Non-cash consulting expense	112	0
Changes in operating assets and liabilities:
Accounts receivable	(44)	0
Prepaids and other current assets	(297)	(1,571)
Other non-current assets	2,644	(901)
Accounts payable	278	(328)
Accrued liabilities	(610)	(1,873)
Accrued interest	118	92
Other current liabilities	(2)	(4,967)
Contract liabilities	(1,098)	851
Lease liability	(859)	(908)
Other non-current liabilities	18	(23)
Net cash used in operating activities	(45,987)	(71,495)
Cash flows from investing activities:
Purchases of property, machinery and equipment	(94)	(618)
Proceeds from sale of property, machinery and equipment	113	7
Purchases of intangible assets	(26)	(30)
Net cash used in investing activities	(7)	(641)
Cash flows from financing activities:
Proceeds from exercise of stock options	130	517
Proceeds from employee stock purchase plan	31	190
Repurchase of Section 16 Officer shares for tax coverage exchange	(87)	(265)
Principal payments on loan payable	(9,592)	(6,686)
Payment of deferred offering costs	(252)	0
Payment for repurchase of common shares	(10,000)	0
Proceeds from issuance of common stock and related warrants	15,000	0
Payments for issuance costs related to common stock and related warrants	(1,135)	0
Net cash used in financing activities	(5,905)	(6,244)
Decrease in cash, cash equivalents and restricted cash	(51,899)	(78,380)
Cash, cash equivalents and restricted cash, beginning of period	62,413	160,547
Cash, cash equivalents and restricted cash, end of period	10,514	82,167
Supplemental disclosure of non-cash investing and financing activities
Purchases of intangible assets in accounts payable and accrued liabilities at period end	5	0
Issuance costs related to warrant modification	648	0
Deferred offering costs in accounts payable and accrued liabilities at period end	0	238
Stock repurchase liability fair value	0	10,000
Supplemental disclosure of cash flow information
Cash paid for interest	$ 882	$ 1,960

Summary of Significant Accounting Policies (Tables)

9 Months Ended

Sep. 30, 2023

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)	September 30, 2023		December 31, 2022
Computer equipment	$	10	$	10

Leasehold improvements	2,281		2,281
Machinery and equipment	3,411		3,411
Construction in-progress	—		106
Property, machinery and equipment, gross	5,702		5,808
Less: accumulated depreciation	(2,349)		(1,792)
Property, machinery and equipment, net	$	3,353	$	4,016

Schedule of Disaggregation of Revenue

The disaggregation of revenue by type is as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2023		2022		2023		2022
Transportation services	$	—	$	101	$	1,305	$	151
Hosted payload services	284		—		426		—
Forfeited customer deposits	55		28		335		28
Total revenue	$	339	$	129	$	2,066	$	179

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, 2022		Payment of Stock Repurchase Liability		Change in Fair Value		Fair value as of September 30, 2023
Warrant Liability	3	$	564	$	—	$	(559)	$	5
Stock Repurchase Liability	3	10,000		(10,000)		—		—

Total		$	10,564	$	(10,000)	$	(559)	$	5

Schedule of Fair Value Inputs

Key assumptions for the Black-Scholes model used to determine the fair value of warrants outstanding as of September 30, 2023 were as follows:


Warrant term (years)	2.87
Volatility	111.00	%
Risk-free rate	4.77	%
Dividend yield	0.00	%

The significant inputs into the Black-Scholes valuation model at September 11, 2023 (the initial recognition date) are as follows:


	Series A Warrants		Series B Warrants
Warrant term (years)	5.00		1.00
Volatility	85.00	%	79.00	%
Risk-free rate	4.35	%	5.33	%
Dividend yield	0.00	%	0.00	%

The significant inputs into the Black-Scholes valuation model at September 11, 2023 (the modification date) are as follows:


	Before Modification		After Modification
Warrant term (years)	4.97		5.01
Volatility	84.00	%	85.00	%
Risk-free rate	4.40	%	4.33	%
Dividend yield	0.00	%	0.00	%

The significant inputs into the Black-Scholes valuation model at February 23, 2023 (the initial recognition date) are as follows:


Warrant term (years)	5.51
Volatility	85.00	%
Risk-free rate	4.03	%
Dividend yield	0.00	%

Leases - Schedule of Components of Operating Lease Expense (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Leases [Abstract]
Operating lease cost	$ 368	$ 385	$ 1,103	$ 1,229
Variable lease expense	136	138	394	429
Short-term lease expense	0	21	0	22
Total lease expense	$ 504	$ 544	$ 1,497	$ 1,680

Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2023

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Note 2. Summary of Significant Accounting Policies

Unaudited Interim Financial Information

The accompanying interim unaudited condensed consolidated financial statements have been prepared in accordance with GAAP and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. The balance sheet as of December 31, 2022 was derived from the Company’s audited financial statements but does not include all disclosures required by GAAP for audited financial statements. Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (the “FASB”).

The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited financial statements. The accompanying unaudited interim condensed consolidated financial statements contain all adjustments that are necessary to present fairly the Company’s financial position as of September 30, 2023 and December 31, 2022, the results of operations for the three and nine months ended September 30, 2023 and 2022, the statement of stockholders’ equity for the three and nine months ended September 30, 2023 and 2022, and cash flows for the nine months ended September 30, 2023 and 2022. Such adjustments are of a normal and recurring nature. The results for the three and nine months ended September 30, 2023 are not necessarily indicative of the results for the year ending December 31, 2023, or for any future period. These interim condensed consolidated financial statements should be read in conjunction with the audited financial statements as of and for the years ended December 31, 2022 and 2021 filed with the SEC in our Annual Report on Form 10-K filed by the Company on March 8, 2023.

Principles of Consolidation

The condensed 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 condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts in the condensed 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 condensed consolidated financial statements include, but are not limited to, the timing of revenue recognition, accounting for useful lives of property, machinery and equipment, net, intangible assets, net, accrued liabilities, leases, income taxes including deferred tax assets and liabilities, impairment valuation, stock-based compensation, warrant liabilities, and litigation contingencies.

Emerging Growth Company Status

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

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.

The Company places its cash in the bank, which may at times be in excess of the United States' Federal Deposit Insurance Corporation insurance limits, with high credit quality financial institutions and attempts to limit the amount of credit exposure with any one institution.

Restricted Cash

Restricted cash primarily represents deposited cash that is restricted by financial institutions for two purposes. $0.4 million is restricted primarily 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 September 30, 2023. The remaining $0.4 million is held in an escrow bank account which is restricted for expenditures related to the NSA. See Note 12 for additional information regarding the NSA.

Deferred Fulfillment and Prepaid Launch Costs

The Company prepays 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 September 30, 2023, and December 31, 2022, the Company had deferred fulfillment and prepaid launch costs of $6.4 million and $7.4 million, respectively, with $4.5 million and $3.0 million recorded within prepaids and other current assets, respectively, and $1.9 million and $4.4 million are recorded other non-current asset, respectively, in our condensed consolidated balance sheets.

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, which consist of patents, are considered long-lived assets 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.

In accordance with ASC 350, Intangibles, the Company presents capitalized implementation costs for cloud computing arrangements within prepaid and other current assets, and other non-current assets to properly present the capitalized costs with their related subscription fees.

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, 2022, and the nine months ended September 30, 2023, deferred offering costs were attributable to the Company’s S-3 Universal Shelf registration (the “Form S-3”) and the at-the-market offering program and Securities Purchase Agreement. These costs will be netted with the proceeds proportional to the at-the-market program fundraising and any future fundraising under the "Form S-3". Refer to Note 9 for additional information.

Loss Contingencies

The Company estimates loss contingencies in accordance with ASC 450-20, Loss Contingencies (“ASC 450-20”), 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 condensed 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 condensed 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 12 for additional information.

Revenue Recognition

The Company enters into short-term contracts for ‘last-mile’ satellite and cargo delivery (transportation service), payload hosting and in-orbit servicing options with customers that are primarily in the aerospace industry. For its transportation service arrangements, the Company has a single performance obligation of delivering the customers’ payload to its designated orbit and recognizes revenue (along with any other fees that have been paid) at a point in time, upon satisfaction of this performance obligation. Additionally, for its in-orbit service arrangements, the Company provides a multitude of services consistently throughout the mission to its customers and also has services available on a ‘stand ready’ basis as needed until the mission reaches its conclusion. The Company recognizes revenue for these in-orbit services ratably over time on a straight-line basis.

The Company accounts for customer contracts in accordance with ASC 606, Revenue from Contracts with Customers (“ASC 606”), 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 part of its contracts with customers, the Company collects up-front non-refundable deposits prior to launch. As of September 30, 2023, and December 31, 2022, the Company had customer deposit balances of $1.6 million and $2.7 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 condensed consolidated balance sheets. Included in the collected amount as of September 30, 2023 and December 31, 2022 are $0.4 million and $1.0 million, respectively, of non-current deposits.

During the nine months ended September 30, 2023, the Company recognized $2.1 million of revenue, due to transportation services performed in Vigoride 5 and Vigoride 6 spaceship launches, hosted payload services in Vigoride 5, and forfeited customer deposits primarily related to expired options. The Company recognized $0.2 million in revenue from transportation services during the nine months ended September 30, 2022.

The disaggregation of revenue by type is as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2023		2022		2023		2022
Transportation services	$	—	$	101	$	1,305	$	151
Hosted payload services	284		—		426		—
Forfeited customer deposits	55		28		335		28
Total revenue	$	339	$	129	$	2,066	$	179

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 three and nine months ended September 30, 2023 and 2022.

The Company’s warrants are recorded as a derivative liability pursuant to ASC 815, Derivatives and Hedging (“ASC 815”), and are classified within Level 3 of the fair value hierarchy as the Company is using the Black Scholes Option Pricing model. The primary significant unobservable input used in the valuation of the warrants is expected stock price volatility. 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

The Company’s stock repurchase agreements with the Co-Founders (see Note 12 for additional information) 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. The Company paid $10.0 million to satisfy the stock repurchase agreement contingent liabilities during the three months ended March 31, 2023 (see Note 9 for additional information). There were no transfers between levels of input during the three and nine months ended September 30, 2023 and 2022.

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


(in thousands)	Level	Fair value as of December 31, 2022		Payment of Stock Repurchase Liability		Change in Fair Value		Fair value as of September 30, 2023
Warrant Liability	3	$	564	$	—	$	(559)	$	5
Stock Repurchase Liability	3	10,000		(10,000)		—		—

Total		$	10,564	$	(10,000)	$	(559)	$	5

Key assumptions for the Black-Scholes model used to determine the fair value of warrants outstanding as of September 30, 2023 were as follows:


Warrant term (years)	2.87
Volatility	111.00	%
Risk-free rate	4.77	%
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 9 for additional information. 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 condensed consolidated statements of operations. The Company will continue to adjust the warrant liability 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 condensed consolidated statements of stockholders’ equity.

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 225,450 private placement warrants (“Private Warrants”) and 172,500 public warrants (“Public Warrants” and, together with the “Private Warrants”, “Warrants”). Each whole warrant entitles the holder to purchase one share of the Company’s common stock at a price of $575.00 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 condensed consolidated balance sheet at fair value upon the Closing, with subsequent changes in the fair value recognized in the condensed 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, 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 condensed 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 9 for additional information.

Modification of Equity Classified Warrants

A change in the terms or conditions of a warrant is accounted for as a modification. For a warrant modification accounted for under ASC 815, the effect of a modification shall be measured as the difference between the fair value of the modified warrant and the fair value of the original warrant immediately before its terms are modified, with each measured on the modification date. The accounting for incremental fair value of the modified warrants over the original warrants is based on the specific facts and circumstances related to the modification. When a modification is directly attributable to an equity offering, the incremental change in fair value of the warrants is accounted for as an equity issuance cost. When a modification is directly attributable to a debt offering, the incremental change in fair value of the warrants is accounted for as a debt discount or debt issuance cost. For all other modifications, the incremental change in fair value is recognized as a deemed dividend.

Basic and Diluted Loss Per Share

Net loss per share is provided in accordance with FASB ASC 260-10, Earnings per Share. Basic net loss per share is computed by dividing losses by the weighted average number of common shares outstanding during the period. Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period. Diluted loss per share excludes all potential common shares if their effect is anti-dilutive. See Note 11 for additional information.

Impairment of Long-lived Assets

The Company evaluates the carrying value of long-lived assets, which includes intangible 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 three and nine months ended September 30, 2023 and 2022, there were no impairments of long-lived assets. See Note 4 and Note 5 for additional information.

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 condensed 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 three and nine months ended September 30, 2023 and 2022.

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).

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 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.

Operating leases are included in the accompanying condensed 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. See Note 6 for additional details on the Company’s 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.

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

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.

Summary of Significant Accounting Policies - Schedule of Property, Machinery and Equipment, net (Details)	Sep. 30, 2023
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

Prepaids and Other Current Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Prepaid launch costs, current	$ 4,493	$ 3,000
Prepaid research and development	2,377	2,841
Prepaid insurance and other assets	3,599	4,332
Prepaids and other current assets	10,469	10,173
Non-current portion of prepaid launch costs	$ 1,900	$ 4,400

Stock-based Compensation

9 Months Ended

Sep. 30, 2023

Share-Based Payment Arrangement [Abstract]

Stock-based Compensation

Note 10. 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 119,658 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 nine months ended September 30, 2023, the shares available for grant under the 2021 Plan increased by 50,664 and 5,584 due to the evergreen provision and forfeitures from both the Initial Plan and the 2018 Plan, respectively. As of September 30, 2023, there were 39,787 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 31,909 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) 31,909 shares. The 2021 ESPP Plan became effective immediately following the Closing. During the nine months ended September 30, 2023, the shares available for issuance under the 2021 ESPP Plan increased by 8,444 due to the evergreen provision. During the nine months ended September 30, 2023, there were 2,131 shares issued under the 2021 ESPP Plan. The Company has an outstanding liability pertaining to the ESPP of $0.09 million as of September 30, 2023, included in accrued expenses, for employee contributions to the 2021 ESPP Plan, pending issuance at the end of the offering period. As of September 30, 2023, there were 43,036 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 80,000 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.

On March 21, 2023, the Company adopted the first amendment to the 2022 Plan to increase the number of shares of Common Stock available for issuance under the 2022 Plan from 80,000 shares of Common Stock to 140,000 shares of Common Stock. All other terms of the 2022 Plan remained the same.

On May 8, 2023, the Company adopted the second amendment to the 2022 Plan to increase the number of shares of Common Stock available for issuance under the 2022 Plan from 140,000 shares of Common Stock to 160,000 shares of Common Stock. All other terms of the 2022 Plan remained the same.

As of September 30, 2023, only RSU grants have been made under the 2022 Plan and there were 24,541 shares remaining available for issuance. 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 nine months ended September 30, 2023:


(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, 2022	51,166	$	60.69


Vested exercised	(10,067)	12.95
Forfeitures	(15,298)	85.82
Outstanding as of September 30, 2023	25,801	$	64.42	6.8	$	—
Exercisable as of September 30, 2023	19,067	$	47.89	6.3	$	—
Vested and expected to vest as of September 30, 2023	25,801	$	64.42	6.8	$	—

As of September 30, 2023, there was a total of $0.4 million in unrecognized compensation cost related to unvested options, which is expected to be recognized over a weighted-average period of 1.2 years.

The total intrinsic value of options exercised during the three and nine months ended September 30, 2023 was $0.00 million and $0.2 million, respectively, and during the three and nine months ended September 30, 2022, and $0.7 million and $4.9 million, respectively.

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 nine months ended September 30, 2023. 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, 2022	155,573	$	199.74
Granted	211,509	27.33
Vested	(37,627)	200.98
Forfeited	(64,540)	117.92
Outstanding as of September 30, 2023	264,915	$	81.94

As of September 30, 2023, there was a total of $17.6 million in unrecognized compensation cost related to unvested RSUs, which is expected to be recognized over a weighted-average period of 1.6 years. Outstanding unvested and expected to vest RSUs had an intrinsic value of $0.5 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:


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2023		2022		2023		2022
Research and development expenses	$	472	$	737	$	1,629	$	1,624
Selling, general and administrative expenses	1,684		2,552		4,824		6,911
Total	$	2,156	$	3,289	$	6,453	$	8,535

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:


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2023		2022		2023		2022
Options	$	81	$	106	$	269	$	357
RSUs & RSAs	2,068		3,096		6,167		8,079
ESPP	7		45		17		127
Performance Awards	$	—	$	42	—		(28)
Total	$	2,156	$	3,289	$	6,453	$	8,535

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 September 30, 2023.

Issuance of Common Stock to Non-employees

During the three months ended March 31, 2023, the Company issued 2,700 shares of the Company’s Common Stock to a third party consulting firm 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 by the Company. The shares had an issuance date fair value of $0.1 million to be recorded as consulting

expense over the six-month term of the agreement. Related consulting expense of $0.1 million was recognized during the six months ended June 30, 2023. The Company issued no shares to non-employees in the current quarter.

Stock-based Compensation - Narrative (Details) - USD ($) $ in Thousands		1 Months Ended	3 Months Ended			6 Months Ended	9 Months Ended
	Aug. 12, 2021	Feb. 28, 2022	Sep. 30, 2023	Mar. 31, 2023	Sep. 30, 2022	Jun. 30, 2023	Sep. 30, 2023	Sep. 30, 2022	May 08, 2023	Mar. 22, 2023	Mar. 21, 2023	Feb. 28, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options vested exercised, aggregate intrinsic value			$ 0		$ 700		$ 200	$ 4,900
Issuance of common stock to non-employees				$ 112
Consulting expense			$ 2,156		3,289		6,453	8,535
Share-Based Payment Arrangement, Nonemployee
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Issuance of common stock to non-employees (in shares)			0	2,700
Issuance of common stock to non-employees							$ 100
Expiration period							6 months
Consulting expense						$ (100)
Restricted Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation cost, period of recognition							1 year 7 months 6 days
Unrecognized compensation cost			$ 17,600				$ 17,600
Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation cost for unvested options			400				$ 400
Unrecognized compensation cost, period of recognition							1 year 2 months 12 days
Consulting expense			81		106		$ 269	357
Outstanding Vested and Expected to Vest RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation cost			$ 500				$ 500
Performance Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares that would have been settled (in shares)			0				0
Consulting expense			$ 0		$ 42		$ 0	$ (28)
2021 Equity Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares reserved for future issuance (in shares)	119,658
Evergreen provision, percentage of outstanding shares	3.00%
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)			39,787				39,787
Evergreen Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of additional shares available for grant (in shares)							50,664
Legacy Stock Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of additional shares available for grant (in shares)							5,584
2021 Employee Stock Purchase Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares reserved for future issuance (in shares)	31,909
Evergreen provision, percentage of outstanding shares	0.50%
Number of additional shares available for grant (in shares)							8,444
Remaining shares available for grant (in shares)			43,036				43,036
Issuance of common stock upon purchase of ESPP (in shares)							2,131
Outstanding liability			$ 90				$ 90
2022 Inducement Equity Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares reserved for future issuance (in shares)		80,000							160,000	140,000	140,000	80,000
Remaining shares available for grant (in shares)			24,541				24,541
Vesting period		4 years

Leases - Narrative (Details) $ in Thousands	Sep. 30, 2023 USD ($) lease	Dec. 30, 2021 lease	Jan. 31, 2021 USD ($)
Leases [Abstract]
Obligation owed under lease agreement \| $	$ 7,291		$ 11,000
Number of leases modified \| lease	1	2
Operating lease, weighted-average remaining lease term	4 years 4 months 24 days
Operating lease, weighted-average discount rate	5.60%

Leases (Tables)

9 Months Ended

Sep. 30, 2023

Leases [Abstract]

Schedule of Components of Operating Lease Expense

The components of operating lease expense were as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2023		2022		2023		2022
Operating lease cost	$	368	$	385	$	1,103	$	1,229
Variable lease expense	136		138		394		429
Short-term lease expense	—		21		—		22
Total lease expense	$	504	$	544	$	1,497	$	1,680

Schedule of Maturities of Operating Lease Liabilities

As of September 30, 2023, the maturities of the Company’s operating lease liabilities were as follows:


(in thousands)
Remainder of 2023	$	383
2024	1,580
2025	1,627
2026	1,674
2027	1,729
Thereafter	298
Total lease payments	7,291
Less: Imputed interest	(865)
Present value of lease liabilities	$	6,426

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY - USD ($) $ in Thousands	Total	Common Class A	Common Stock	Common Stock Common Class A	Additional paid in capital	Accumulated deficit
Beginning balance (in shares) at Dec. 31, 2021				1,624,236
Beginning balance at Dec. 31, 2021	$ 131,887			$ 0	$ 340,570	$ (208,683)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock upon exercise of stock options (in shares)				3,415
Issuance of common stock upon exercise of stock options	48				48
Issuance of common stock upon vesting of RSUs (in shares)				2,274
Share repurchase related to Section 16 Officer tax coverage exchange (in shares)				(374)
Share repurchase related to Section 16 Officer tax coverage exchange	(59)				(59)
Stock-based compensation - stock options, RSAs, RSUs	2,212				2,212
Share repurchase valuation adjustment	(6,000)				(6,000)
Shares issued upon exercise of warrant (in shares)				5,563
Net loss	(26,834)					(26,834)
Ending balance (in shares) at Mar. 31, 2022				1,635,114
Ending balance at Mar. 31, 2022	101,254			$ 0	336,771	(235,517)
Beginning balance (in shares) at Dec. 31, 2021				1,624,236
Beginning balance at Dec. 31, 2021	131,887			$ 0	340,570	(208,683)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(71,004)
Ending balance (in shares) at Sep. 30, 2022				1,679,691
Ending balance at Sep. 30, 2022	59,890			$ 0	339,577	(279,687)
Beginning balance (in shares) at Mar. 31, 2022				1,635,114
Beginning balance at Mar. 31, 2022	101,254			$ 0	336,771	(235,517)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock upon exercise of stock options (in shares)				25,893
Issuance of common stock upon exercise of stock options	345				345
Issuance of common stock upon vesting of RSUs (in shares)				2,999
Issuance of common stock upon purchase of ESPP (in shares)			1,543
Issuance of common stock upon purchase of ESPP	190				190
Share repurchase related to Section 16 Officer tax coverage exchange (in shares)				(253)
Share repurchase related to Section 16 Officer tax coverage exchange	(38)				(38)
Stock-based compensation - stock options, RSAs, RSUs	3,105				3,105
Share repurchase valuation adjustment	220				220
Net loss	(22,872)					(22,872)
Ending balance (in shares) at Jun. 30, 2022				1,665,296
Ending balance at Jun. 30, 2022	82,204			$ 0	340,593	(258,389)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock upon exercise of stock options (in shares)				9,651
Issuance of common stock upon exercise of stock options	125				125
Issuance of common stock upon vesting of RSUs (in shares)				6,535
Share repurchase related to Section 16 Officer tax coverage exchange (in shares)				(1,791)
Share repurchase related to Section 16 Officer tax coverage exchange	(168)				(168)
Stock-based compensation - stock options, RSAs, RSUs	3,247				3,247
Share repurchase valuation adjustment	(4,220)				(4,220)
Net loss	(21,298)					(21,298)
Ending balance (in shares) at Sep. 30, 2022				1,679,691
Ending balance at Sep. 30, 2022	$ 59,890			$ 0	339,577	(279,687)
Beginning balance (in shares) at Dec. 31, 2022	1,688,824			1,688,824
Beginning balance at Dec. 31, 2022	$ 38,607			$ 0	342,734	(304,127)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock upon exercise of stock options (in shares)				7,406
Issuance of common stock upon exercise of stock options	92				92
Issuance of common stock upon vesting of RSUs (in shares)				15,336
Share repurchase related to Section 16 Officer tax coverage exchange (in shares)				(2,498)
Share repurchase related to Section 16 Officer tax coverage exchange	(60)				(60)
Stock-based compensation - stock options, RSAs, RSUs	1,720				1,720
Issuance of common stock and related warrants in registered offering, net of issuance costs (in shares)				187,920
Issuance of common stock and related warrants in registered offering, net of issuance costs	9,300				9,300
Issuance of common stock to non-employees (in shares)				2,700
Issuance of common stock to non-employees	112				112
Net loss	(20,825)					(20,825)
Ending balance (in shares) at Mar. 31, 2023				1,899,688
Ending balance at Mar. 31, 2023	$ 28,946			$ 0	353,898	(324,952)
Beginning balance (in shares) at Dec. 31, 2022	1,688,824			1,688,824
Beginning balance at Dec. 31, 2022	$ 38,607			$ 0	342,734	(304,127)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock upon exercise of stock options (in shares)	10,067
Net loss	$ (54,819)
Ending balance (in shares) at Sep. 30, 2023	2,700,909			2,700,909
Ending balance at Sep. 30, 2023	$ 4,292			$ 0	363,238	(358,946)
Beginning balance (in shares) at Mar. 31, 2023				1,899,688
Beginning balance at Mar. 31, 2023	28,946			$ 0	353,898	(324,952)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock upon exercise of stock options (in shares)				2,648
Issuance of common stock upon exercise of stock options	38				38
Issuance of common stock upon vesting of RSUs (in shares)				9,440
Issuance of common stock upon purchase of ESPP (in shares)				2,131
Issuance of common stock upon purchase of ESPP	31				31
Issuance of common stock upon exercise of pre-funded warrants (in shares)		43,401
Stock-based compensation - stock options, RSAs, RSUs	2,577				2,577
Net loss	(18,835)					(18,835)
Ending balance (in shares) at Jun. 30, 2023				1,957,308
Ending balance at Jun. 30, 2023	12,757			$ 0	356,544	(343,787)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock upon exercise of stock options (in shares)				27
Issuance of common stock upon exercise of stock options	0
Issuance of common stock upon vesting of RSUs (in shares)				12,891
Share repurchase related to Section 16 Officer tax coverage exchange (in shares)				(2,066)
Share repurchase related to Section 16 Officer tax coverage exchange	(27)				(27)
Issuance of common stock upon exercise of pre-funded warrants (in shares)		462,948
Stock-based compensation - stock options, RSAs, RSUs	2,156				2,156
Issuance of common stock and related warrants in registered offering, net of issuance costs (in shares)				210,000
Issuance of common stock and related warrants in registered offering, net of issuance costs	4,565				4,565
Common stock issued in connection with reverse stock split (in shares)				59,801
Net loss	$ (15,159)					(15,159)
Ending balance (in shares) at Sep. 30, 2023	2,700,909			2,700,909
Ending balance at Sep. 30, 2023	$ 4,292			$ 0	$ 363,238	$ (358,946)

Accrued Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Payables and Accruals [Abstract]
Legal and other professional services	$ 3,882	$ 3,128
Compensation expense	2,947	3,584
Research and development projects	451	981
Other accrued liabilities	142	333
Accrued liabilities	$ 7,422	$ 8,026

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 9,750	$ 61,094
Restricted cash, current	394	1,007
Accounts receivable	44	0
Insurance receivable	500	4,000
Prepaids and other current assets	10,469	10,173
Total current assets	21,157	76,274
Property, machinery and equipment, net	3,353	4,016
Intangible assets, net	329	337
Operating right-of-use asset	5,629	6,441
Deferred offering costs	583	331
Restricted cash, non-current	370	312
Other non-current assets	2,068	4,712
Total assets	33,489	92,423
Current liabilities:
Accounts payable	2,517	2,239
Accrued liabilities	7,422	8,026
Loan payable, current	5,740	11,627
Contract liabilities, current	1,162	1,654
Operating lease liability, current	1,239	1,153
Stock repurchase liability	0	10,000
Litigation settlement contingency	5,000	8,500
Other current liabilities	22	27
Total current liabilities	23,102	43,226
Contract liabilities, non-current	420	1,026
Loan Payable, non-current	0	2,404
Warrant liability	5	564
Operating lease liability, non-current	5,187	6,131
Other non-current liabilities	483	465
Total non-current liabilities	6,095	10,590
Total liabilities	29,197	53,816
Commitments and Contingencies (Note 12)
Stockholders’ equity:
Common stock, $0.00001 par value; 250,000,000 shares authorized and 2,700,909 issued and outstanding as of September 30, 2023; 250,000,000 shares authorized and 1,688,824 issued and outstanding as of December 31, 2022	0	0
Additional paid-in capital	363,238	342,734
Accumulated deficit	(358,946)	(304,127)
Total stockholders’ equity	4,292	38,607
Total liabilities and stockholders’ equity	$ 33,489	$ 92,423

Nature of Operations (Details)						1 Months Ended	3 Months Ended						9 Months Ended
Nature of Operations (Details)	Oct. 02, 2023 USD ($)	Sep. 07, 2023 USD ($)	Aug. 22, 2023	Feb. 27, 2023 USD ($)	Aug. 12, 2021 USD ($)	Oct. 04, 2023 USD ($)	Sep. 30, 2023 USD ($) satellite mission	Jun. 30, 2023 USD ($)	Mar. 31, 2023 USD ($)	Sep. 30, 2022 USD ($)	Jun. 30, 2022 USD ($)	Mar. 31, 2022 USD ($)	Sep. 30, 2023 USD ($) satellite mission	Sep. 30, 2022 USD ($)	Dec. 31, 2023 spacecraft	Apr. 15, 2023 satellite payload	Jan. 03, 2023 payload patent	Dec. 31, 2022 USD ($)	May 25, 2022 satellite
Schedule of Reverse Recapitalization [Line Items]
Number of customer satellites in low earth orbit \| satellite																			8
Number of customer satellites in low earth orbit, vigoride \| satellite																			7
Number of third-party customer satellites deployed in low earth orbit \| satellite																			1
Number of customer payloads \| payload																6	2
Number of patents \| patent																	2
Number of customer satellites \| satellite																2
Number of spacecraft missions \| mission							4						4
Number of customer satellites deployed in orbit \| satellite							20						20
Number of satellites to be produced under bid \| satellite							18						18
Additional funding received in connection with business combination					$ 247,300,000
Net loss							$ 15,159,000	$ 18,835,000	$ 20,825,000	$ 21,298,000	$ 22,872,000	$ 26,834,000	$ 54,819,000	$ 71,004,000
Accumulated deficit							358,946,000						358,946,000					$ 304,127,000
Net cash used in operating activities													45,987,000	$ 71,495,000
Cash and cash equivalents							$ 9,750,000						$ 9,750,000					$ 61,094,000
Net proceeds		$ 5,000,000		$ 10,000,000
Subsequent Event
Schedule of Reverse Recapitalization [Line Items]
Net proceeds	$ 4,000,000
Common Class A
Schedule of Reverse Recapitalization [Line Items]
Stock split ratio			0.2
Common Class A \| Subsequent Event
Schedule of Reverse Recapitalization [Line Items]
Net proceeds						$ 8,000,000
Forecast
Schedule of Reverse Recapitalization [Line Items]
Number of new spacecraft in orbit \| spacecraft															2

Stock-based Compensation - Schedule of Options Activity (Details) - USD ($) $ / shares in Units, $ in Thousands	9 Months Ended
	Sep. 30, 2023
Total Options
Beginning balance (in shares)	51,166
Vested exercised (in shares)	(10,067)
Forfeitures (in shares)	(15,298)
Ending balance (in shares)	25,801
Total options exercisable (in shares)	19,067
Weighted- Average Exercise Price Per Share
Options outstanding, weighted-average exercise price per share, beginning balance (in dollars per share)	$ 60.69
Vested exercised (in dollars per share)	12.95
Forfeitures (in dollars per share)	85.82
Options outstanding, weighted-average exercise price per share, ending balance (in dollars per share)	64.42
Options exercisable, weighted-average exercise price per share (in dollars per share)	$ 47.89
Stock Options Additional Disclosures
Options outstanding, weighted-average remaining contractual term (in years)	6 years 9 months 18 days
Options exercisable, weighted-average remaining contractual term (in years)	6 years 3 months 18 days
Options outstanding, aggregate intrinsic value	$ 0
Options exercisable, aggregate intrinsic value	$ 0
Vested and Expected to Vest
Total options vested and expected to vest (in shares)	25,801
Options vested and expected to vest, weighted-average exercise price per share (in dollars per share)	$ 64.42
Options vested and expected to vest, weighted-average remaining contractual term (in years)	6 years 9 months 18 days
Options vested and expected to vest, aggregate intrinsic value	$ 0

Commitment and Contingencies - Schedule of Unconditional Purchase Obligations (Details) $ in Thousands	Sep. 30, 2023 USD ($)
Unrecorded Unconditional Purchase Obligation, Fiscal Year Maturity [Abstract]
Remainder of 2023	$ 15,226
2024	600
Total	$ 15,826

Leases - Schedule of Maturities of Operating Lease Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Jan. 31, 2021
Lessee, Operating Lease, Liability, Payment, Due [Abstract]
Remainder of 2023	$ 383
2024	1,580
2025	1,627
2026	1,674
2027	1,729
Thereafter	298
Total lease payments	7,291	$ 11,000
Less: Imputed interest	(865)
Present value of lease liabilities	$ 6,426

Prepaids and Other Current Assets

9 Months Ended

Sep. 30, 2023

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

Prepaids and Other Current Assets

Note 3. Prepaids and Other Current Assets

Prepaids and other current assets consisted of the following:


(in thousands)	September 30, 2023		December 31, 2022
Prepaid launch costs, current	$	4,493	$	3,000
Prepaid research and development	2,377		2,841
Prepaid insurance and other assets	3,599		4,332
Total	$	10,469	$	10,173

As of September 30, 2023 and December 31, 2022, the non-current portion of prepaid launch costs recorded in other non-current assets was $1.9 million and $4.4 million, respectively.

Loan Payable (Details) - Term Loan - USD ($) $ in Millions		3 Months Ended		9 Months Ended
Loan Payable (Details) - Term Loan - USD ($) $ in Millions	Feb. 22, 2021	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Short-term Debt [Line Items]
Initial borrowing capacity	$ 40.0
Interest rate	12.00%
Proceeds from short-term borrowings	$ 25.0
Amount no longer available for borrowing	$ 15.0
Debt term	2 years
Unamortized debt discount	$ 15.8
Percentage of debt discount in excess of initial face value	63.00%
Calculated effective interest rate	126.00%	28.20%		28.20%
Interest expense amortization		$ 0.3	$ 0.7	$ 1.2	$ 2.1
Loans payable		5.7		5.7
Accrued interest		0.2		0.2
Unamortized debt discount and issuance costs		0.2		0.2
Long-term debt, due in 2023, (remainder of fiscal year)		3.4		3.4
Long-term debt, due in 2024		$ 2.3		$ 2.3

Leases

9 Months Ended

Sep. 30, 2023

Leases [Abstract]

Leases

Note 6. 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 amended 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:


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2023		2022		2023		2022
Operating lease cost	$	368	$	385	$	1,103	$	1,229
Variable lease expense	136		138		394		429
Short-term lease expense	—		21		—		22
Total lease expense	$	504	$	544	$	1,497	$	1,680

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

As of September 30, 2023, the weighted-average remaining lease term was 4.4 years and the weighted-average discount rate was 5.6%.

As of September 30, 2023, the maturities of the Company’s operating lease liabilities were as follows:


(in thousands)
Remainder of 2023	$	383
2024	1,580
2025	1,627
2026	1,674
2027	1,729
Thereafter	298
Total lease payments	7,291
Less: Imputed interest	(865)
Present value of lease liabilities	$	6,426

Stockholders’ Equity (Tables)

9 Months Ended

Sep. 30, 2023

Equity [Abstract]

Schedule of Fair Value Inputs

Key assumptions for the Black-Scholes model used to determine the fair value of warrants outstanding as of September 30, 2023 were as follows:


Warrant term (years)	2.87
Volatility	111.00	%
Risk-free rate	4.77	%
Dividend yield	0.00	%

The significant inputs into the Black-Scholes valuation model at September 11, 2023 (the initial recognition date) are as follows:


	Series A Warrants		Series B Warrants
Warrant term (years)	5.00		1.00
Volatility	85.00	%	79.00	%
Risk-free rate	4.35	%	5.33	%
Dividend yield	0.00	%	0.00	%

The significant inputs into the Black-Scholes valuation model at September 11, 2023 (the modification date) are as follows:


	Before Modification		After Modification
Warrant term (years)	4.97		5.01
Volatility	84.00	%	85.00	%
Risk-free rate	4.40	%	4.33	%
Dividend yield	0.00	%	0.00	%

The significant inputs into the Black-Scholes valuation model at February 23, 2023 (the initial recognition date) are as follows:


Warrant term (years)	5.51
Volatility	85.00	%
Risk-free rate	4.03	%
Dividend yield	0.00	%

Intangible Assets, net - Schedule of Intangible Assets, Net (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Finite-Lived Intangible Assets [Line Items]
Gross Value	$ 492	$ 461
Accumulated Amortization	(163)	(124)
Net Value	329	337
Patents/Intellectual Property
Finite-Lived Intangible Assets [Line Items]
Gross Value	492	461
Accumulated Amortization	(163)	(124)
Net Value	$ 329	$ 337
Weighted Average Remaining Amortization Period (In Years)	6 years 4 months 24 days	7 years

Commitment and Contingencies

9 Months Ended

Sep. 30, 2023

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Note 12. 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 September 30, 2023, the Company’s future unconditional purchase obligations are as follows:


(in thousands)

Remainder of 2023	15,226
2024	600



Total	$	15,826

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. Subsequent complaints captioned Hall v. Stable Road Acquisition Corp., et al., No. 2:21-cv-05943 and Depoy v. Stable Road Acquisition Corp., et al., No. 2:21-cv-06287 were consolidated in the first filed matter (collectively,

referred to as the "Securities Class Actions"). An amended complaint was filed on November 12, 2021. The Company disputes the allegations in the Securities Class Actions.

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).

On April 10, 2023, the parties filed a Notice of Settlement with the Court, and on August 18, 2023, the parties executed a Settlement Agreement. On August 30, 2023 the lead plaintiff filed a Motion for Preliminary Approval of Class Action Settlement, and the Court entered an Order Preliminarily Approving Settlement and Providing for Notice on September 21, 2023. Pursuant to that Order, the deadline for the deposit of funds into the settlement escrow account originally was October 5, 2023. With $5.0 million of the $8.5 million settlement amount deposited in the settlement escrow account. The Company requested an extension of the deadline to deposit the balance of the funds, and the parties negotiated an extension of that deadline to October 12, 2023. The deadline extension was granted by Court Order dated, October 10, 2023.

On October 23, 2023, lead plaintiff filed a Motion to Enforce Settlement Agreement with a hearing on the motion set for November 20, 2023. The Company filed a response to the motion on October 30, 2023. As of the date of the filing of this Form 10-Q, the parties continue to discuss an extension of the deadline for the deposit of $3.5 million the balance of the settlement escrow account funds.

The settlement agreement 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 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 of $4.5 million was recognized in litigation settlement, net during the year ended December 31, 2022.

CFIUS Review

In February 2021, the Company and Mikhail Kokorich 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, the 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 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”) agreed to sell 100% of their respective equity interests in the Company on June 30, 2021. The Company paid an aggregate of $40 million to the Co-Founders following the Business Combination, and an additional payment of an aggregate of $10 million was payable within 10 business days after cumulative business combination or capital raising transactions (whether in the form of debt or equity) resulted in cash proceeds to the Company of no less than $250 million.

On February 27, 2023 the Company raised aggregate gross proceeds of $10.0 million through the sale of securities (see Note 9 for additional information), which together with the Business Combination and other capital raising activities triggered the $10.0 million liability to the Co-Founders in accordance with the terms of the stock repurchase agreements. The amount had previously been recorded as an estimated liability with a corresponding offset to additional paid in capital within the condensed consolidated statements of stockholders’ equity as of December 31, 2022.

The NSA establishes various requirements and restrictions on the Company to protect U.S. 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 $0.1 million and $0.3 million for the three and nine months ended September 30, 2023, respectively, and $0.3 million and $1.6 million for the three and nine months ended September 30, 2022, respectively, and expects to continue to incur legal expenses in the future.

Shareholder Section 220 Litigation

On June 16, 2022, Plaintiff and the Company’s shareholder James Burk filed a verified complaint against the Company in the Delaware Court of Chancery, Case. No. 2022-0519, to inspect the books and records of the Company pursuant to Section 220 of the Delaware General Corporation Law. Plaintiff seeks production of books and records relating to the management of the Company and its disclosures to potential investors in connection with the Business Combination. On March 14, 2023, the Court granted the parties stipulation of dismissal with prejudice, and the matter was closed. The Company from time to time responds to books and records requests properly submitted pursuant to applicable Delaware law.

Shareholder Derivative Litigation

On June 20, 2022, a shareholder derivative action was filed by Brian Lindsey, on behalf of the Company, in the U.S. District Court for the Central District of California, Case No. 2:22-cv-04212, against the Company (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. As noted below, Brian Lindsey re-filed a shareholder derivative action in Delaware Chancery Court on June 30, 2023.

On January 25, 2023, a shareholder derivative action was filed by Melissa Hanna, on behalf of the Company, in the US District Court for the Northern District of California, Case No. 5:23-cv-00374, against the Company (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 II alleges the same core allegations as stated in the Securities Class Actions, and also claims that the Company ignored and/or refused a prior demand made by Ms. Hanna on the Company’s Board of Directors. This matter had been stayed until at least August 2023. The Company intends to vigorously defend the litigation.

On April 25, 2023, a shareholder derivative action was filed by Justin Rivlin, purportedly on behalf of the Company, in the United States District Court for the District of California, Case No. 2:23-cv-03120, against the Company (as a nominal defendant), Brian Kabot, James Norris, Marc Lehmann, James Hofmockel, and Ann Kono. The Rivlin derivative action alleges the same core allegations as stated in the Securities Class Actions. The Company has filed a motion to dismiss the complaint on the grounds that the claims are time-barred and that the plaintiff was not excused from making a demand on the Company before filing the lawsuit. The Company intends to vigorously defend the litigation. On August 4, 2023, the plaintiff in the Rivlin action responded to the Company’s motion to dismiss by

filing an amended complaint adding new claims and new defendants, including existing Board members Chris Hadfield, Mitchel B. Kugler, Kimberly A. Reed, Linda J. Reiners and John C. Rood.

On June 30, 2023, a shareholder derivative action was filed by Brian Lindsey, purportedly on behalf of the Company in the Court of Chancery for the State of Delaware (Case No. 2023-0674), against the Company (as a nominal defendant), Juan Manuel Quiroga, James Norris, James Hofmockel, Stable Road Acquisition Corp., SRC-NI Holdings, LLC, Mikhail Kokorich, Brian Kabot, Dawn Harms, Fred Kennedy, Chris Hadfield, Mitchel B. Kugler, Victorino Mercado, Kimberly A. Reed, Linda J. Reiners and John C. Rood. The Lindsey derivative action alleges the same core allegations as stated in the Securities Class Actions. The Company intends to vigorously defend the litigation.

The Company and other defendants held a joint mediation on October 25, 2023 with the plaintiffs in the Hanna, Rivlin and Lindsey derivative actions. The mediation did not result in a settlement at that time, but the parties are continuing to discuss possible settlement. If the cases do not settle, the Company intends to defend the action vigorously. The deadline for the Company and the other defendants to answer or move to dismiss each of the derivative actions is December 4, 2023.

SAFE Note Litigation

On July 20, 2022, The Larian Living Trust ("TLLT") filed an action against the Company 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 $4.0 million in the Company. TLLT alleges that a "liquidity event" occurred when the Company closed the Business Combination, such that it was entitled to the greater of its $4.0 million investment or its “Conversion Amount” of the Company’s shares, which was a total of 14,500 shares of the Company’s stock. TLLT further alleges that the Company 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 March 16, 2023, the Company’s motion to dismiss TLLT’s claims was denied and the parties will move forward with discovery. On July 13, 2023, the Company filed a motion for partial summary judgment. The hearing on the Company’s motion for partial summary judgment is set for November 8, 2023, TLLT filed an Answering Brief on September 15, 2023, and the Company filed a Reply Brief on October 16, 2023. The Company disputes the allegations in the complaint and intends to vigorously defend the litigation.

Founder 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 the Company 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 the Company in the Delaware Court of Chancery (Case. No. 2022-0722) seeking indemnification and advancement from the Company. Following the Company filing a motion to dismiss this action, on November 14, 2022, Mr. Kokorich filed an amended complaint. Additional motions to dismiss and replies were filed and considered at a hearing on February 2, 2023. The Delaware Chancery Court granted the Company’s motion to dismiss the Kokorich indemnification claim action on May 15, 2023.On June 13, 2023, Kokorich filed a notice of appeal. On July 28, 2023, Kokorich filed Appellant’s Brief. The Company filed Appellee’s Answering Brief on August 28, 2023, and Kokorich filed a Reply Brief on September 15, 2023. The oral

argument on Kokorich’s appeal is scheduled for Novermber 15, 2023. The Company continues to dispute the allegations in the complaint and intends to vigorously defend the litigation on appeal.

On March 24, 2023, Mr. Khasis filed a verified complaint against the Company in the Delaware Court of Chancery (Case. No. 2023-0361) seeking indemnification and advancement of expenses from the Company. On April 17, 2023, the Company filed a motion to dismiss. On May 16, 2023. Mr. Khasis filed an amended complaint. On May 23, 2023, Momentus filed a motion to dismiss the amended complaint. Separately, Khasis has requested an expedited trial in his claim for advancement of fees. On June 23, 2023, the Court of Chancery ordered that Khasis indemnification litigation will not be stayed pending the appeal of the Kokorich. Moreover, the Court of Chancery further ordered the parties to prepare a scheduling order to the Court which includes all relevant deadlines to argue the Company’s motion to dismiss and Khasis’ expedited motion for advancement concurrently. The parties are currently negotiating concerning an acceptable schedule. On October 17, 2023, the parties reached an agreement to stay the proceeding until January 1, 2024. The Company disputes the allegations in the complaint and intends to vigorously defend the litigation.

Delaware Class Actions

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 “Shirley Action”). 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.

On March 16, 2023, purported stockholders of the Company filed a putative class action complaint against certain current and former directors and officers of the Company in the Delaware Court of Chancery, in a case captioned Lora v. Kabot, et al., Case No. 2023-0322 (the “Lora Action”). Like the Shirley complaint, the 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 on or before August 9, 2021.

On March 17, 2023, purported stockholders of the Company filed a putative class action complaint against certain current and former directors and officers of the Company in the Delaware Court of Chancery, in a case captioned Burk v. Kabot, et al., Case No. 2023-0334 (the “Burk Action”). Like the Lora and Shirley complaints, the Burk 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 on or before August 9, 2021.

On May 26, 2023, plaintiffs filed a stipulation and proposed order for consolidation and appointment of co-lead plaintiffs and co-lead plaintiffs’ counsel designating the complaint filed in the Lora Action as the operative complaint.On June 30, 2023, the defendants each filed a motion to dismiss the complaint. On October 26, 2023, plaintiff’s filed their answering briefs in opposition to the motions to dismiss, and the defendants’ reply briefs are due to be filed on or before December 14, 2023, and a hearing on the motions to dismiss is scheduled for February 1, 2023.

The Shirley Action, the Lora Action, and the Burk Action have been consolidated under the caption, In re Momentus, Inc. Stockholders Litigation, C.A. No. 2022-1023-PAF (Del Ch. Nov. 10, 2022). These putative class actions do not name the Company as a defendant. Regardless, the SRAC directors and officers, together with current and former directors and officers of the Company, have demanded indemnification and advancement from the Company, under the terms of the merger agreement and the exhibits thereto, the Delaware corporate code, the Company’s bylaws, and their individual indemnification agreements. The Company may be liable for the fees and costs incurred by the defendants, and has an obligation to advance such fees during the pendency of the litigation. The Company understands that the defendants dispute the allegations in the complaint and intend to vigorously defend against any such litigation.

Threatened Claims

On October 23, 2023, Stephen J. Purcell, on behalf of the law firm Purcell & Lefkowitz LLP, threatened to file a legal proceeding to receive attorney’s fees in the amount of $80,000 related to a stockholder litigation demand letter submitted to Momentus, dated July 20, 2021 on behalf of Joel Zalvin, a purported stockholder of Momentus. The stockholder litigation demand letter asserted that the vote to increase the number of shares of Class A common stock of Momentus at the special meeting of stockholders on August 11, 2021 was conducted in violation of Delaware law. On March 14, 2023, the Delaware Court of Chancery granted the Company’s request pursuant to 8 Del. C. §205, or Section 205 of the Delaware General Corporation Law (the “Petition”) in order to validate and declare effective the Second Amended and Restated Certificate of Incorporation of the Company and validate and declare effective the shares of the Company’s Class A Common Stock issued in reliance on such provisions of the Second Amended and Restated Certificate of Incorporation of the Company as of the date of the original issuance of such shares. Further on March 14, 2023, the Court of Chancery entered an order under 8 Del. C. §205 (i) declaring the Second Amended and Restated Certificate of Incorporation of the Company, including the filing and effectiveness thereof, as validated and effective retroactive to the date of its filing with the Office of the Secretary of State of the State of Delaware on August 12, 2021, and (ii) ordering that the Company’s Class A Common Stock (and the issuance of the Class A Common Stock) described in the Petition and any other securities issued in reliance of the validity of the Second Amended and Restated Certificate of Incorporation of the Company are validated and declared effective, each as of the original issuance dates. Momentus did not take action in response to the July 20, 2021 demand letter, but rather filed the Petition over one year later, following a decision by the Delaware Chancery Court that created uncertainty as to the validity of the Company’s Second Amended and Restated Certificate of Incorporation. Accordingly, Momentus believes that the threatened claim is without merit and intends to vigorously defend any such claim if brought.

Prior to the close of the Business Combination, Alex Ciccotelli, represented by Rigrodsky Law, sent SRAC a disclosure demand letter dated November 9, 2020, and Jeffrey Justice II, represented by Grabar Law Office, sent SRAC a disclosure demand letter dated August 3, 2021. Mr. Ciccotelli then filed a civil action against SRAC. After receiving various shareholder disclosure demands, SRAC voluntarily issued certain pre-closing supplemental disclosures, without admission, as stated in its August 5, 2021 Form 8-K filing. The Ciccotelli action was thereafter dismissed as moot. On March 20, 2023, Rigrodsky Law threatened to file a fee petition seeking an award of fees and expenses if the Company does not agree to pay a mootness fee, and more recently, in October 2023, reiterated the demand on behalf of Messrs. Ciccotelli and Justice for payment of mootness fees. The Company maintains that, while certain amendments were made by SRAC to pre-closing disclosures, none of the disclosures made was material and the Company disputes that the claims for fees have merit.

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 450-20. Legal fees are expensed as incurred.

Stock-based Compensation (Tables)

9 Months Ended

Sep. 30, 2023

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 nine months ended September 30, 2023:


(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, 2022	51,166	$	60.69


Vested exercised	(10,067)	12.95
Forfeitures	(15,298)	85.82
Outstanding as of September 30, 2023	25,801	$	64.42	6.8	$	—
Exercisable as of September 30, 2023	19,067	$	47.89	6.3	$	—
Vested and expected to vest as of September 30, 2023	25,801	$	64.42	6.8	$	—

Schedule of Restricted Stock Unit and Restricted Stock Award Activity


	Shares	Weighted Average Grant Date Fair Value (i.e. Share Price)
Outstanding as of December 31, 2022	155,573	$	199.74
Granted	211,509	27.33
Vested	(37,627)	200.98
Forfeited	(64,540)	117.92
Outstanding as of September 30, 2023	264,915	$	81.94

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:


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2023		2022		2023		2022
Research and development expenses	$	472	$	737	$	1,629	$	1,624
Selling, general and administrative expenses	1,684		2,552		4,824		6,911
Total	$	2,156	$	3,289	$	6,453	$	8,535

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:


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2023		2022		2023		2022
Options	$	81	$	106	$	269	$	357
RSUs & RSAs	2,068		3,096		6,167		8,079
ESPP	7		45		17		127
Performance Awards	$	—	$	42	—		(28)
Total	$	2,156	$	3,289	$	6,453	$	8,535

Intangible Assets, net (Tables)

9 Months Ended

Sep. 30, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Intangible Assets, Net

Intangible assets, net consisted of the following as of September 30, 2023:


(in thousands)	Gross Value		Accumulated Amortization		Net Value		Weighted Average Remaining Amortization Period (In Years)
Patents/Intellectual Property	$	492	$	(163)	$	329	6.4

Total	$	492	$	(163)	$	329

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

Schedule of Future Estimated Amortization Expense

As of September 30, 2023, the future estimated amortization expense related to intangible assets is as follows:


(in thousands)
Remainder of 2023	$	13
2024	54
2025	54
2026	54
2027	54
Thereafter	100
Total	$	329

Commitment and Contingencies (Tables)

9 Months Ended

Sep. 30, 2023

Commitments and Contingencies Disclosure [Abstract]

Schedule of Future Unconditional Purchase Obligations

As of September 30, 2023, the Company’s future unconditional purchase obligations are as follows:


(in thousands)

Remainder of 2023	15,226
2024	600



Total	$	15,826

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2023	Dec. 31, 2022
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)	2,700,909	1,688,824
Common stock outstanding (in shares)	2,700,909	1,688,824

Prepaids and Other Current Assets (Tables)

9 Months Ended

Sep. 30, 2023

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)	September 30, 2023		December 31, 2022
Prepaid launch costs, current	$	4,493	$	3,000
Prepaid research and development	2,377		2,841
Prepaid insurance and other assets	3,599		4,332
Total	$	10,469	$	10,173

Summary of Significant Accounting Policies - Narrative (Details) $ / shares in Units, $ in Thousands		3 Months Ended			9 Months Ended		12 Months Ended
	Aug. 12, 2021 USD ($)	Sep. 30, 2023 USD ($) $ / shares shares	Mar. 31, 2023 USD ($)	Sep. 30, 2022 USD ($)	Sep. 30, 2023 USD ($) service_line segment $ / shares shares	Sep. 30, 2022 USD ($)	Dec. 31, 2022 USD ($)
Cash and Cash Equivalents [Line Items]
Restricted cash, non-current		$ 370			$ 370		$ 312
Deferred fulfillment and prepaid launch costs		6,400			6,400		7,400
Revenue recognized previously recorded as contract liability					1,600		2,700
Contract liabilities, non-current		420			420		1,026
Service revenue		$ 339		$ 129	$ 2,066	$ 179
Warrant term (years)		5 years			5 years
Payment of liability			$ 10,000
Exchange ratio		1			1
Exercise price (in dollars per share) \| $ / shares		$ 575.00			$ 575.00
Estimated fair value of warrants		$ 5			$ 5		564
Impairments of long-lived assets		0		$ 0	$ 0	$ 0
Number of operating service lines \| service_line					1
Number of reportable segments \| segment					1
Number of operating segments \| segment					1
Prepaid Expenses and Other Current Assets
Cash and Cash Equivalents [Line Items]
Deferred fulfillment and prepaid launch costs		4,500			$ 4,500		3,000
Other Noncurrent Assets
Cash and Cash Equivalents [Line Items]
Deferred fulfillment and prepaid launch costs		$ 1,900			$ 1,900		$ 4,400
ESPP
Cash and Cash Equivalents [Line Items]
Offering period					6 months
Restricted Stock Units
Cash and Cash Equivalents [Line Items]
ESPP expected term					6 months
Private Placement Warrant
Cash and Cash Equivalents [Line Items]
Number of warrants outstanding (in shares) \| shares		225,450			225,450
Estimated fair value of warrants	$ 31,200
Public Warrant
Cash and Cash Equivalents [Line Items]
Number of warrants outstanding (in shares) \| shares		172,500			172,500
Equity related to warrants	$ 20,200
Patents
Cash and Cash Equivalents [Line Items]
Intangible asset useful life		10 years			10 years
Cash Designated for Collateral
Cash and Cash Equivalents [Line Items]
Restricted cash, non-current		$ 400			$ 400
Cash Designated for Expenditures Under National Security Agreement
Cash and Cash Equivalents [Line Items]
Restricted cash		$ 400			$ 400

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended						9 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2023	Sep. 30, 2022
Pay vs Performance Disclosure
Net loss	$ (15,159)	$ (18,835)	$ (20,825)	$ (21,298)	$ (22,872)	$ (26,834)	$ (54,819)	$ (71,004)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147482790/220-10-45-1A

Reference 37: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 1B
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482790/220-10-45-1B

Reference 38: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(20))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2

Reference 39: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 942
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(22))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483589/942-220-S99-1

+ Details

Intangible Assets, net - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization expense	$ 10	$ 10	$ 40	$ 100

Property, Machinery and Equipment, net (Tables)

9 Months Ended

Sep. 30, 2023

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)	September 30, 2023		December 31, 2022
Computer equipment	$	10	$	10

Leasehold improvements	2,281		2,281
Machinery and equipment	3,411		3,411
Construction in-progress	—		106
Property, machinery and equipment, gross	5,702		5,808
Less: accumulated depreciation	(2,349)		(1,792)
Property, machinery and equipment, net	$	3,353	$	4,016

Stockholders’ Equity

9 Months Ended

Sep. 30, 2023

Equity [Abstract]

Stockholders’ Equity

Note 9. Stockholders' Equity

Common Stock and Preferred Stock

Effective August 22, 2023, the Company’s stockholders approved a 1-for-50 reverse stock split of the Company’s Class A common stock. As a result of the reverse stock split, every 50 shares of Class A common stock issued and outstanding on August 22, 2023, were automatically combined into one share of Common Stock. Any fractional shares resulting from the reverse stock split were rounded up to the next nearest whole share of Class A common stock.

To effectuate the reverse stock split, the Company filed a certificate of amendment to the Second Amended and Restated Certificate of Incorporation. As a result of the reverse stock split, there was no change to par value and the total number of authorized shares of Class A common stock.

Pursuant to the terms of the Second Amended and Restated Certificate of Incorporation, as amended, the Company is authorized and has available a total of 270,000,000 shares of stock, consisting of (i) 250,000,000 shares of Class A common stock, par value $0.00001 per share, and (ii) 20,000,000 shares of preferred stock, par value $0.00001 per share.

September 2023 Securities Purchase Agreement

On September 7, 2023, the Company entered into a Securities Purchase Agreement (the “September SPA”) with an investor, pursuant to which the Company issued and sold to the investor in a registered offering (the “September Offering”), (i) an aggregate of 210,000 shares of the Company’s Class A common stock at a purchase price of $7.43 per share, (ii) pre-funded warrants (the “September Pre-Funded Warrants”) to purchase an aggregate of 462,948 shares of Class A common stock and (iii) Series A warrants to purchase 672,948 shares of Class A common stock (the "Series A Warrants"), and (iv) Series B warrants to purchase 672,948 shares of Class A common stock (the "Series B Warrants" together with the Series A Warrants, the "September Warrants").

The purchase price of each September Pre-Funded Warrant was equal to the price per share of Class A common stock being sold in the Offering minus $0.00001. The September Pre-Funded Warrants have an exercise price of $0.00001 per share and are exercisable at any time after the issuance, subject to the availability of authorized but unissued shares of Class A common stock, and will not expire until exercised. The September Warrants have an exercise price of $7.18 and are exercisable at any time after issuance, subject to the availability of authorized but unissued shares of Class A common stock. 672,948 of the September Warrants will expire on September 11, 2028 (the Series A Warrants) and 672,948 of the September Warrants will expire on September 11, 2024 (the Series B Warrants).

The Company received aggregate gross proceeds from the September Offering of approximately $5.0 million, before deducting estimated expenses in connection with the September Offering. Both the September Pre-Funded Warrants and the September Warrants met the requirements for equity classification.

The Company estimated the fair value of the September Pre-Funded Warrants based on the fair value of the Company’s Class A common stock on the issuance date, less the $0.00001 exercise price. The Company allocated approximately $1.8 million in proceeds from the September Offering to the value of the September Pre-Funded Warrants on a relative fair value basis, which was recorded to additional paid in capital.

The Company estimated the fair value of the September Warrants using the Black-Scholes valuation model and allocated approximately $2.3 million in proceeds from the September Offering to the value of the September Warrants on a relative fair value basis, which was recorded to additional paid in capital.

The significant inputs into the Black-Scholes valuation model at September 11, 2023 (the initial recognition date) are as follows:


	Series A Warrants		Series B Warrants
Warrant term (years)	5.00		1.00
Volatility	85.00	%	79.00	%
Risk-free rate	4.35	%	5.33	%
Dividend yield	0.00	%	0.00	%

In connection with the September Offering, the Company also agreed to amend the February Class A Warrants to purchase up to an aggregate of 231,321 shares of Class A common stock at an exercise price of $57.50 per share with a termination date of August 27, 2028 (see discussion of the February Offering below). Upon amendment, the

February Class A Warrants exercise price was reduced to $7.18 per share and the termination date was extended to September 11, 2028.

The Company estimated the fair value of the February Class A Warrants immediately before and after modification using the Black-Scholes valuation model and determined an incremental increase in fair value of approximately $0.6 million. In accordance with ASC 815 guidance on equity classified warrant modifications, the incremental change in fair value of the February Class A Warrants was accounted for as an equity issuance cost for the September Offering, which was recorded to additional paid in capital. The significant inputs into the Black-Scholes valuation model at September 11, 2023 (the modification date) are as follows:


	Before Modification		After Modification
Warrant term (years)	4.97		5.01
Volatility	84.00	%	85.00	%
Risk-free rate	4.40	%	4.33	%
Dividend yield	0.00	%	0.00	%

During the three months ended September 30, 2023, the Company issued 462,948 shares of Class A common stock as a result of all of the September Pre-Funded Warrants being exercised and the Company received an immaterial amount of cash proceeds.

February 2023 Securities Purchase Agreement

On February 23, 2023, the Company entered into a Securities Purchase Agreement (the “February SPA”) with an investor, pursuant to which the Company issued and sold to the investor in a registered offering (the “February Offering”), (i) an aggregate of 187,920 shares of the Company’s Class A common stock at a purchase price of $43.23 per share, (ii) pre-funded warrants (the “February Pre-Funded Warrants”) to purchase an aggregate of 43,401 shares of Class A Stock and (iii) warrants to purchase 231,321 shares of Class A Stock (the “February Class A Warrants”).

The purchase price of each February Pre-Funded Warrant was equal to the price per share of Class A common stock being sold in the February Offering minus $0.00001. The February Pre-Funded Warrants have an exercise price of $0.00001 per share and are exercisable at any time after the issuance, subject to the availability of authorized but unissued shares of Class A common stock, and will not expire until exercised. The February Class A Warrants have an exercise price of $57.50 per share and exercisable beginning on August 27, 2023, subject to the availability of authorized but unissued shares of Class A common stock, and will expire August 27, 2028.

The Company received aggregate gross proceeds from the February Offering of approximately $10.0 million, before deducting estimated expenses in connection with the February Offering. Both the February Pre-Funded Warrants and the February Class A Warrants met the requirements for equity classification.

The Company estimated the fair value of the February Pre-Funded Warrants based on the fair value of the Company’s Class A common stock on the issuance date, less the $0.00001 exercise price. The Company allocated approximately $1.1 million in proceeds from the February Offering to the value of the February Pre-Funded Warrants on a relative fair value basis, which was recorded to additional paid in capital.

The Company estimated the fair value of the February Class A Warrants using the Black-Scholes valuation model and allocated approximately $4.0 million in proceeds from the February Offering to the value of the February Class A Warrants on a relative fair value basis, which was recorded to additional paid in capital. The significant inputs into the Black-Scholes valuation model at February 23, 2023 (the initial recognition date) are as follows:


Warrant term (years)	5.51
Volatility	85.00	%
Risk-free rate	4.03	%
Dividend yield	0.00	%

During the three months ended June 30, 2023, the Company issued 43,401 shares of Class A common stock as a result of all of the February Pre-Funded Warrants being exercised and the Company received an immaterial amount of cash proceeds.

Co-Founder Divestment and Stock Repurchase Agreements

In accordance with the NSA and pursuant to stock repurchase agreements entered into with the Company, the Co-Founders sold 100% of their respective equity interests in the Company on June 30, 2021. The Company paid an aggregate of $40.0 million to the Co-Founders following the Business Combination, and an additional payment of an aggregate of $10.0 million was payable after cumulative business combination or capital raising transactions resulted in cash proceeds to the Company of no less than $250.0 million.

As a result of the February Offering on February 27, 2023, the Company raised $10.0 million of gross cash proceeds through the sale of securities which, together with the $247.3 million raised in the Business Combination and other capital raising activities, triggered the $10.0 million obligation under the stock repurchase agreements. The Company paid the Co-Founders $10.0 million to pay off the liability during the three months ended March 31, 2023.

Public and Private Warrants

As of September 30, 2023, the Company had public and private warrants outstanding to purchase 172,500 shares and 225,450 shares of Class common stock, respectively, related to the Business Combination. The warrants entitle the registered holder to purchase stock at a price of $575.00 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.

The Company also had private warrants outstanding to purchase 6,171 shares of Class A common stock, with an exercise price of $10.00 per share, unrelated to the Business Combination, which were exercised on a net basis for 5,563 shares during the three months ended March 31, 2022.

The Company issued 231,321 of additional warrants on February 27, 2023, in relation to the February Offering, and an aggregate of 1,345,896 of additional warrants on September 11, 2023, in relation to the September Offering. The warrants entitle the registered holder to purchase shares of Class A common stock at a price of $7.18 per share.

The private warrants assumed in connection with the Business Combination are accounted for as a derivative liability and decrease of the estimated fair value of the warrants of $0.2 million and $0.6 million for the three and nine months ended September 30, 2023, respectively, and $1.6 million and $3.4 million for the three and nine months ended September 30, 2022, respectively, was recorded in other income (expense) within the condensed consolidated statements of operations. The public warrants and the legacy outstanding private warrants were recorded as equity within the condensed consolidated statements of stockholders’ equity.

Contingent Sponsor Earnout Shares

As a result of the Business Combination, the Company modified the terms of 28,750 shares of Class A common stock held by SRAC’s sponsor (the “Sponsor Earnout Shares”), such that all such shares will be forfeited if the share price of Class A common stock does not reach a volume-weighted average closing sale price of $625.00, two thirds of such shares will be forfeited if the share price of Class a common stock does not reach a volume-weighted average closing sale price of $750.00, and one third of such shares will be forfeited if the share price of Class A common stock does not reach a volume-weighted average closing sale price of $875.00, 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 Note 11).

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 $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 nine months ended September 30, 2023 there were no sales under the ATM Sales Agreement.

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 505
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481004/946-505-50-6

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480237/815-40-50-6

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480008/505-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(e)(1))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//505/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 16
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-16

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

+ Details

Subsequent Events	9 Months Ended
Subsequent Events	Sep. 30, 2023
Subsequent Events [Abstract]
Subsequent Events	Note 14. Subsequent Events Registered Direct Securities Sale On October 2, 2023, the Company entered into an agreement to sell 290,000 shares of Class A common stock, at a purchase price of $2.00 per share, resulting in total gross proceeds of approximately $4.0 million before deducting placement agent commissions and other estimated offering expenses (the “October Offering”). As part of the October Offering, the Company issued to the investor (i) 1,710,000 pre-funded warrants (the “October Pre-Funded Warrants”) and (ii) 2,000,000 warrants with a strike price of $2.00 (the “October Warrants”). The October Warrants will be exercisable immediately after issuance and will expire five years from the date of issuance. The offering closed on October 4, 2023. In connection with the October Offering, the Company also agreed to amend each of the Series A Warrants, Series B Warrants, and February Class A Warrants to purchase up to an aggregate of 672,948, 672,948, and 231,321 shares of Class A common stock, respectively, at an exercise price of $7.18 per share. Prior to amendment, the Series A Warrants and February Class A Warrants had a termination date of September 11, 2028 and the Series B Warrants had a termination date of September 11, 2024. Upon amendment, each of the Series A Warrants, Series B Warrants, and February Class A Warrants will have a reduced exercise price of $2.00 per share and a termination date of October 4, 2028. Immediately after modification on October 4, 2023, the Company issued 672,948 shares of Class A common stock as a result of the exercise of the Series B Warrants and received cash proceeds of approximately $1.3 million. Securities Class Action Escrow Account Payment On October 5, 2023, in relation to the Securities Class Action litigation settlement contingency (refer to Note 12), the Company paid $1.0 million into the lead plaintiff’s escrow account. Insurance carrier made an additional $0.5 million payment to that same escrow account resulting in a reduction to the litigation settlement contingency to $3.5 million. Founder Litigation Payment On October 18, 2023, in relation to the Founder Litigation (refer to Note 12), the Company paid Lev Khasis $0.1 million related to Mr. Khasis’ legal expenses. Warrant Inducement Agreement On November 7, 2023, the Company entered into a warrant inducement agreement with an investor. Pursuant to the warrant inducement agreement, the Company agreed to issue new warrants to purchase up to 5,808,538 shares of the Company’s Class A common stock, with a strike price of $3.86 per share, in consideration of the investor’s agreement to exercise the 672,948, 231,321, and 2,000,000 of Series A Warrants, February Class A Warrants, and October Warrants. The new warrants will be exercisable immediately after issuance and will expire five years from the date of issuance. The transactions contemplated by the warrant inducement agreement closed on November 9, 2023. In connection with the warrant inducement agreement, on November 9, 2023 investor paid gross proceeds of approximately $6.5 million, before deducting offering fees and other expenses payable by the Company, representing the exercise price of $2.00 per share for the 2,904,269 shares of Class A common stock issuable upon the exercise of the Series A Warrants, February Class A Warrants and October Warrants, plus an additional $0.25 consideration per share. On November 9, 2023, only 1,188,269 shares of Class A common stock were delivered to the investor due to beneficial ownership limitations on the exercise of the Series A Warrants, February Class A Warrants and October Warrants, with the remaining 1,716,000 shares deliverable to the investor in accordance with the beneficial ownership limitations in the respective warrant agreements.

Subsequent Events (Details) - USD ($)								1 Months Ended
Subsequent Events (Details) - USD ($)	Nov. 09, 2023	Oct. 18, 2023	Oct. 05, 2023	Oct. 04, 2023	Oct. 02, 2023	Sep. 07, 2023	Feb. 27, 2023	Oct. 04, 2023	Nov. 07, 2023	Sep. 30, 2023	Sep. 11, 2023	Sep. 10, 2023	Feb. 23, 2023
Subsequent Event [Line Items]
Aggregate cost						$ 5,000,000	$ 10,000,000
Exercise price (in dollars per share)										$ 575.00
Warrant term (years)										5 years
Prefunded Warrants
Subsequent Event [Line Items]
Aggregate cost						$ 1,800,000
Number of warrants exercised on net basis (in shares)						462,948
Exercise price (in dollars per share)						$ 0.00001
Series A Warrants
Subsequent Event [Line Items]
Number of warrants exercised on net basis (in shares)						672,948
Exercise price (in dollars per share)						$ 7.18
Warrant term (years)											5 years
Series B Warrants
Subsequent Event [Line Items]
Aggregate cost						$ 2,300,000
Number of warrants exercised on net basis (in shares)						672,948
Exercise price (in dollars per share)						$ 7.18
Warrant term (years)											1 year
February Class A Warrants
Subsequent Event [Line Items]
Number of warrants exercised on net basis (in shares)													231,321
Exercise price (in dollars per share)						$ 7.18							$ 57.50
Warrant term (years)											5 years 3 days	4 years 11 months 19 days	5 years 6 months 3 days
Common Class A
Subsequent Event [Line Items]
Number of shares sold (in shares)						210,000
Purchase price (in dollars per share)						$ 7.43
Subsequent Event
Subsequent Event [Line Items]
Aggregate cost					$ 4,000,000
Number of warrants exercised on net basis (in shares)	2,904,269
Exercise price (in dollars per share)	$ 2.00
Shares issued upon exercise of warrant (in shares)	1,188,269
Proceeds from issuance of warrants	$ 6,500,000
Warrants consideration (in dollars per share)	$ 0.25
Number of warrants outstanding (in shares)	1,716,000
Subsequent Event \| Baker Mckenzie
Subsequent Event [Line Items]
Payments for legal settlements			$ 1,000,000
Payments for legal settlement by insurance carrier			500,000
Reduction in litigation settlement contingency			$ 3,500,000
Subsequent Event \| Founder Litigation
Subsequent Event [Line Items]
Payments for legal settlements		$ 100,000
Subsequent Event \| Prefunded Warrants
Subsequent Event [Line Items]
Number of warrants exercised on net basis (in shares)					1,710,000
Subsequent Event \| October Warrants
Subsequent Event [Line Items]
Number of warrants exercised on net basis (in shares)					2,000,000
Exercise price (in dollars per share)					$ 2.00
Warrant term (years)					5 years				5 years
Subsequent Event \| Series B Warrants
Subsequent Event [Line Items]
Proceeds from warrant exercises				$ 1,300,000
Subsequent Event \| New Warrants
Subsequent Event [Line Items]
Number of warrants exercised on net basis (in shares)									5,808,538
Exercise price (in dollars per share)									$ 3.86
Subsequent Event \| Common Class A
Subsequent Event [Line Items]
Number of shares sold (in shares)					290,000
Purchase price (in dollars per share)					$ 2.00
Aggregate cost								$ 8,000,000
Shares issued upon exercise of warrant (in shares)				672,948

Intangible Assets, net - Schedule of Future Estimated Amortization Expense (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract]
Remainder of 2023	$ 13
2024	54
2025	54
2026	54
2027	54
Thereafter	100
Net Value	$ 329	$ 337

Property, Machinery and Equipment, net

9 Months Ended

Sep. 30, 2023

Property, Plant and Equipment [Abstract]

Property, Machinery and Equipment, net

Note 4. Property, Machinery and Equipment, net

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


(in thousands)	September 30, 2023		December 31, 2022
Computer equipment	$	10	$	10

Leasehold improvements	2,281		2,281
Machinery and equipment	3,411		3,411
Construction in-progress	—		106
Property, machinery and equipment, gross	5,702		5,808
Less: accumulated depreciation	(2,349)		(1,792)
Property, machinery and equipment, net	$	3,353	$	4,016

Depreciation expense related to property, machinery and equipment was $0.2 million and $0.6 million for the three and nine months ended September 30, 2023, respectively, and $0.2 million and $0.7 million for the three and nine months ended September 30, 2022, respectively.

Summary of Significant Accounting Policies - Schedule of Changes in Fair Value of Liabilities (Details) - Fair Value, Inputs, Level 3 - Fair Value, Recurring $ in Thousands	9 Months Ended
	Sep. 30, 2023 USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair value at beginning of period	$ 10,564
Stock Repurchase Liability	(10,000)
Warrant Liability	(559)
Fair value at end of period	5
Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair value at beginning of period	564
Warrant Liability	(559)
Fair value at end of period	5
Stock Repurchase Liability
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair value at beginning of period	10,000
Stock Repurchase Liability	(10,000)
Fair value at end of period	$ 0

Stock-based Compensation - Schedule of Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Consulting expense	$ 2,156	$ 3,289	$ 6,453	$ 8,535
Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Consulting expense	81	106	269	357
RSUs & RSAs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Consulting expense	2,068	3,096	6,167	8,079
ESPP
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Consulting expense	7	45	17	127
Performance Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Consulting expense	0	42	0	(28)
Research and development expenses
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Consulting expense	472	737	1,629	1,624
Selling, general and administrative expenses
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Consulting expense	$ 1,684	$ 2,552	$ 4,824	$ 6,911

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 35
-Paragraph 1D
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480483/718-10-35-1D

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
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-Name Accounting Standards Codification
-Section 35
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: 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
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
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Reference 19: http://www.xbrl.org/2003/role/disclosureRef
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Reference 27: http://www.xbrl.org/2003/role/disclosureRef
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Reference 28: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

+ Details

Cover Page - shares	9 Months Ended
Cover Page - shares	Sep. 30, 2023	Nov. 10, 2023
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2023
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 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
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		6,562,221
Entity Central Index Key	0001781162
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q3
Amendment Flag	false
Current Fiscal Year End Date	--12-31
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

Accrued Liabilities (Tables)

9 Months Ended

Sep. 30, 2023

Payables and Accruals [Abstract]

Schedule of Accrued Expenses

Accrued expenses consisted of the following:


(in thousands)	September 30, 2023		December 31, 2022
Legal and other professional services	$	3,882	$	3,128
Compensation expense	2,947		3,584
Research and development projects	451		981


Other accrued liabilities	142		333
Total	$	7,422	$	8,026

Summary of Significant Accounting Policies - Schedule of Fair Value Inputs (Details)	Sep. 30, 2023
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant term (years)	5 years
Warrant term (years)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant term (years)	2 years 10 months 13 days
Volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	1.1100
Risk-free rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	0.0477
Dividend yield
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	0.0000

Income Taxes	9 Months Ended
Income Taxes	Sep. 30, 2023
Income Tax Disclosure [Abstract]
Income Taxes	Note 13. Income Taxes The Company’s effective tax rate for the three and nine months ended September 30, 2023 and 2022, respectively, was zero percent. The effective tax rate may vary significantly from period to period and can be influenced by many factors. These factors include, but are not limited to, changes to the statutory rates in the jurisdictions where the Company has operations and changes in the valuation of deferred tax assets and liabilities. The difference between the effective tax rate and the federal statutory rate of 21% primarily relates to certain nondeductible items, state and local income taxes, the absence of current income tax, and a full valuation allowance for deferred tax assets.

- 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
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
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-Publisher FASB
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-URI https://asc.fasb.org//740/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
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-Paragraph 21
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
-Paragraph 2
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482603/740-30-50-2

+ Details

Summary of Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2023

Accounting Policies [Abstract]

Unaudited Interim Financial Information

Principles of Consolidation

The condensed 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

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 and Restricted Cash

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

The Company accounts for customer contracts in accordance with ASC 606, Revenue from Contracts with Customers (“ASC 606”), 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.

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.

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 stock repurchase agreements with the Co-Founders (see Note 12 for additional information) 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.

Warrant Liability

Public and Private Warrants

Modification of Equity Classified Warrants

Basic and Diluted Loss 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 three and nine months ended September 30, 2023 and 2022.

Research and Development Costs

Leases

months or less of all asset classes. Operating lease expense is recognized on a straight-line basis over the lease term.

Income Taxes

Concentrations of Risk

Segment Reporting

Recently Issued Accounting Standards

Property, Machinery and Equipment, net (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Property, machinery and equipment, gross	$ 5,702		$ 5,702		$ 5,808
Less: accumulated depreciation	(2,349)		(2,349)		(1,792)
Property, machinery and equipment, net	3,353		3,353		4,016
Depreciation expense	200	$ 200	600	$ 700
Computer equipment
Property, Plant and Equipment [Line Items]
Property, machinery and equipment, gross	10		10		10
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property, machinery and equipment, gross	2,281		2,281		2,281
Machinery and equipment
Property, Plant and Equipment [Line Items]
Property, machinery and equipment, gross	3,411		3,411		3,411
Construction in-progress
Property, Plant and Equipment [Line Items]
Property, machinery and equipment, gross	$ 0		$ 0		$ 106

Stockholders’ Equity - Narrative (Details)											1 Months Ended	3 Months Ended				9 Months Ended
Stockholders’ Equity - Narrative (Details)	Oct. 02, 2023 USD ($) $ / shares shares	Sep. 11, 2023 USD ($) shares	Sep. 07, 2023 USD ($) $ / shares shares	Aug. 22, 2023	Feb. 27, 2023 USD ($) shares	Feb. 23, 2023 USD ($) $ / shares shares	Sep. 28, 2022 USD ($)	Aug. 13, 2021 $ / shares shares	Aug. 12, 2021 USD ($)	Jun. 30, 2021 USD ($)	Oct. 04, 2023 USD ($)	Sep. 30, 2023 USD ($) $ / shares shares	Jun. 30, 2023 shares	Mar. 31, 2023 USD ($)	Sep. 30, 2022 USD ($) $ / shares shares	Sep. 30, 2023 USD ($) $ / shares shares	Sep. 30, 2022 USD ($) $ / shares shares	Nov. 09, 2023 $ / shares shares	Dec. 31, 2022 $ / shares shares
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			250,000,000
Common stock, par value (in dollars per share) \| $ / shares												$ 0.00001				$ 0.00001			$ 0.00001
Exercise price (in dollars per share) \| $ / shares												$ 575.00				$ 575.00
Aggregate cost \| $			$ 5,000,000		$ 10,000,000
Percentage of equity interest sold by co-founders										100.00%
Additional payments owed to co-founders \| $					$ 10,000,000					$ 10,000,000
Minimum proceeds from sale of business and other capital raising transactions \| $										250,000,000
Additional funding received in connection with business combination \| $									$ 247,300,000
Payment of liability \| $														$ 10,000,000
Change in fair value of warrant liability \| $												$ (221,000)			$ (1,579,000)	$ (559,000)	$ (3,382,000)
Subsequent Event
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of warrants exercised on net basis (in shares)																		2,904,269
Exercise price (in dollars per share) \| $ / shares																		$ 2.00
Aggregate cost \| $	$ 4,000,000
Number of warrants outstanding (in shares)																		1,716,000
ATM Sales Agreement
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Aggregate cost \| $							$ 50,000,000									$ 0
Commission rate percentage							3.00%
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
Prefunded Warrants
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of warrants exercised on net basis (in shares)			462,948
Exercise price (in dollars per share) \| $ / shares			$ 0.00001
Aggregate cost \| $			$ 1,800,000
Prefunded Warrants \| Subsequent Event
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of warrants exercised on net basis (in shares)	1,710,000
Series A Warrants
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of warrants exercised on net basis (in shares)			672,948
Exercise price (in dollars per share) \| $ / shares			$ 7.18
Series B Warrants
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of warrants exercised on net basis (in shares)			672,948
Exercise price (in dollars per share) \| $ / shares			$ 7.18
Aggregate cost \| $			$ 2,300,000
February Class A Warrants
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of warrants exercised on net basis (in shares)						231,321
Exercise price (in dollars per share) \| $ / shares			$ 7.18			$ 57.50
Equity related to warrants \| $		$ 600,000
Public Warrant
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity related to warrants \| $									$ 20,200,000
Number of warrants outstanding (in shares)												172,500				172,500
Private Placement Warrant
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of warrants outstanding (in shares)												225,450				225,450
Other Warrants
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of warrants exercised on net basis (in shares)															5,563		5,563
Exercise price (in dollars per share) \| $ / shares															$ 10.00		$ 10.00
Number of warrants outstanding (in shares)															6,171		6,171
Private Warrant
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Change in fair value of warrant liability \| $												$ (200,000)			$ (1,600,000)	$ (600,000)	$ (3,400,000)
Common Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares sold (in shares)						187,920
Purchase price (in dollars per share) \| $ / shares						$ 43.23
Aggregate cost \| $						$ 10,000,000
Common Stock \| Prefunded Warrants
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Aggregate cost \| $						$ 1,100,000
Warrants \| Prefunded Warrants
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares sold (in shares)													43,401
Exercise price (in dollars per share) \| $ / shares						$ 0.00001
Common Class A
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock split ratio				0.2
Common stock, number of shares authorized (in shares)								250,000,000
Common stock, par value (in dollars per share) \| $ / shares								$ 0.00001
Number of shares sold (in shares)			210,000
Purchase price (in dollars per share) \| $ / shares			$ 7.43
Common Class A \| Subsequent Event
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares sold (in shares)	290,000
Purchase price (in dollars per share) \| $ / shares	$ 2.00
Aggregate cost \| $											$ 8,000,000
Common Class A \| Contingent Sponsor Earnout Shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares modified (in shares)								28,750
Common 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) \| $ / shares								$ 625.00
Percentage of shares forfeited								66.00%
Common 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) \| $ / shares								$ 750.00
Percentage of shares forfeited								33.00%
Common 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) \| $ / shares								$ 875.00
Common Class A \| Warrants
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Estimated fair value of warrants \| $						$ 4,000,000
Common Class A \| Warrants \| Other Warrants
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares sold (in shares)		1,345,896			231,321
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) \| $ / shares								$ 0.00001

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Income Statement [Abstract]
Revenue from contract with customer, product and service, extensible enumeration	Service [Member]	Service [Member]	Service [Member]	Service [Member]
Service revenue	$ 339	$ 129	$ 2,066	$ 179
Cost of revenue	119	14	507	26
Gross profit	220	115	1,559	153
Operating expenses:
Research and development expenses	5,992	10,571	26,315	31,438
Selling, general and administrative expenses	9,294	11,184	29,571	38,898
Total operating expenses	15,286	21,755	55,886	70,336
Loss from operations	(15,066)	(21,640)	(54,327)	(70,183)
Other income (expense), net:
Change in fair value of warrant liability	221	1,579	559	3,382
Realized loss on disposal of assets	0	(45)	(17)	(114)
Interest income	216	28	1,128	33
Interest expense	(530)	(1,261)	(2,182)	(4,166)
Other income (expense)	0	41	20	44
Total other income (expense), net	(93)	342	(492)	(821)
Net loss	$ (15,159)	$ (21,298)	$ (54,819)	$ (71,004)
Net loss per share, basic (in dollars per share)	$ (7.20)	$ (12.98)	$ (28.45)	$ (43.77)
Net loss per share, diluted (in dollars per share)	$ (7.20)	$ (12.98)	$ (28.45)	$ (43.77)
Weighted average shares outstanding, basic (in shares)	2,106,707	1,641,308	1,927,049	1,622,316
Weighted average shares outstanding, fully diluted (in shares)	2,106,707	1,641,308	1,927,049	1,622,316