INFORMATION
REGARDING FORWARD-LOOKING STATEMENTS
This
prospectus contains forward-looking statements that involve risks and uncertainties. You should not place undue reliance on these forward-looking
statements. All statements other than statements of historical facts contained in this prospectus are forward-looking statements. The
forward-looking statements in this prospectus are only predictions. We have based these forward-looking statements largely on our current
expectations and projections about future events and financial trends that we believe may affect our business, financial condition, and
results of operations. In some cases, you can identify these forward-looking statements by terms such as “anticipate,” “believe,”
“continue,” “could,” “depends,” “estimate,” “expects,” “intend,”
“may,” “ongoing,” “plan,” “potential,” “predict,” “project,”
“should,” “will,” “would” or the negative of those terms or other similar expressions, although not
all forward-looking statements contain those words. We have based these forward-looking statements on our current expectations and projections
about future events and trends that we believe may affect our financial condition, results of operations, strategy, short- and long-term
business operations and objectives, and financial needs. These forward-looking statements include, but are not limited to, statements
concerning the following:
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our
projected financial position and estimated cash burn rate; |
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our
estimates regarding expenses, future revenues and capital requirements; |
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our
ability to continue as a going concern; |
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our
need to raise substantial additional capital to fund our operations; |
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our
ability to compete in the global space industry; |
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our
ability to obtain and maintain intellectual property protection for our current products and services; |
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our
ability to protect our intellectual property rights and the potential for us to incur substantial costs from lawsuits to enforce
or protect our intellectual property rights; |
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the
possibility that a third party may claim we have infringed, misappropriated or otherwise violated their intellectual property rights
and that we may incur substantial costs and be required to devote substantial time defending against these claims; |
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our
reliance on third-party suppliers and manufacturers; |
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the
success of competing products or services that are or become available; |
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our
ability to expand our organization to accommodate potential growth and our ability to retain and attract key personnel; |
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the
potential for us to incur substantial costs resulting from lawsuits against us and the potential for these lawsuits to cause us to
limit our commercialization of our products and services; |
These
forward-looking statements are subject to a number of risks, uncertainties and assumptions, including those described in “Risk
Factors.” Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is
not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which
any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements
we may make. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this prospectus
may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.
You
should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected
in the forward-looking statements are reasonable, we cannot guarantee that the future results, levels of activity, performance or events
and circumstances reflected in the forward-looking statements will be achieved or occur. Moreover, except as required by law, neither
we nor any other person assumes responsibility for the accuracy and completeness of the forward-looking statements. We undertake no obligation
to update publicly any forward-looking statements for any reason after the date of this prospectus to conform these statements to actual
results or to changes in our expectations.
You
should read this prospectus and the documents that we reference in this prospectus and have filed with the SEC as exhibits to the registration
statement of which this prospectus is a part with the understanding that our actual future results, levels of activity, performance and
events and circumstances may be materially different from what we expect.
PROSPECTUS
SUMMARY
The
following summary highlights selected information contained elsewhere in this prospectus and is qualified in its entirety by the more
detailed information and financial statements included elsewhere in this prospectus. It does not contain all the information that may
be important to you and your investment decision. You should carefully read this entire prospectus, including the matters set forth under
“Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,”
and our financial statements and related notes included elsewhere in this prospectus. In this prospectus, unless context requires otherwise,
references to “we,” “us,” “our,” “Sidus Space” “Sidus,” or “the Company”
refer to Sidus Space, Inc.
Overview
Founded
in 2012, we are a vertically integrated provider of Space-as-a-Service solutions including end-to-end satellite support. The company
combines mission critical hardware manufacturing; multi-disciplinary engineering services; satellite design, manufacture, launch planning,
mission operations and in-orbit support; and space-based data collection with a vision to enable space flight heritage status for new
technologies and deliver data and predictive analytics to both domestic and global customers. We have over ten (10) years of commercial,
military and government manufacturing experience combined with space qualification experience, existing customers and pipeline, and International
Space Station (ISS) heritage hardware.
In
addition, we are building a Multi-Mission Satellite constellation using our hybrid 3D printed multipurpose satellite to provide continuous,
near real-time Earth Observation and Internet-of-Things (IOT) data for the global space economy. We have designed and are manufacturing
LizzieSat (LS) for our LEO satellite constellation operating in diverse orbits (28°-98° inclination, 300-650km altitude) as approved
by the International Telecommunication Union (ITU) in February 2021. LS is expected to begin operations in 2023. Initial launches are
planned via NASA CRS2 program agreement and launch service rideshare contracts. Each LS is 100kg with 20kg dedicated to payloads including
remote sensing instruments. Payloads (Sidus or customer owned) can collect data over multiple Earth based locations, record it onboard,
and downlink via ground passes to Sidus Mission Control Center (MCC) in Merritt Island, FL.
Leveraging
our existing manufacturing operations, flight hardware manufacturing experience and commercial off the shelf subsystem hardware, we believe
we can deliver customer sensors to orbit in months, rather than years. In addition, we intend on delivering high-impact data for insights
on aviation, maritime, weather, space services, earth intelligence and observation, financial technology (Fintech) and the Internet of
Things. While our business has historically been centered on the design and manufacture of space hardware, our expansion into manufacture
of spacecraft as well as on-orbit constellation management services and space data applications has led us to innovating in the area
of space data applications. We continue to patent our products including our satellites, external platforms and other innovations. Our
offerings include a broad area of market sub-segments, such as:
| ● | Subsystems
and components |
| ● | Access
to space through the ISS and commercial launch provider partnership |
Each
of these areas and initiatives addresses a critical component of our cradle-to-grave solution and value proposition for the space economy
as a Space-as-a-Service company. The majority of our revenues to date have been from our space
related hardware manufacturing, however, 2022 revenue to date includes revenue related to our multi-mission constellation and our hybrid
3D printed LizzieSat satellite.
We
support a broad range of international and domestic government and commercial companies with its hardware manufacturing including the
Department of State, the Department of Defense, NASA, Collins Aerospace, Lockheed Martin, Teledyne Marine, Bechtel, and L3Harris in areas
that include launch vehicles, satellite hardware, and autonomous underwater vehicles. Planned services that benefit not only current
customers but additional such as Mission Helios include proving out space technologies and delivering space-based data that can provide
critical insight for agriculture, commodities tracking, disaster assessment, illegal trafficking
monitoring, energy, mining, oil and gas, fire monitoring, classification of vegetation, soil moisture, carbon mass, Maritime AIS, Aviation
ADS, weather monitoring, and space services. We plan to own and operate one of the industry’s leading U.S. based low earth
orbit (“LEO”) small satellite (“smallsat” or “smallsats”) constellations. Our operating strategy
is to continue to enhance the capabilities of our satellite constellation, to increase our international and domestic partnerships and
to expand our analytics offerings in order to increase the value we deliver to our customers. Our two operating assets—our satellite
constellation and hardware manufacturing capability—are mutually reinforcing and are a result of years of heritage and innovation.
We
plan to capitalize on a secular market shift away from static/low frequency satellite imaging and geospatial solutions toward on-demand
access of real-time geospatial intelligence. Our strategy is to capitalize on the rapid growth and deployment of millions of low-cost
GPS enabled terrestrial, IoT, and space based sensors to provide data to global customers in near real-time. As we are now entering a
new commercial space age, the number of commercial sensors on orbit has expanded from a handful of large expensive commercial satellites
just a few years ago to now hundreds and in the near future thousands of sensors that will ultimately change the way we see and understand
our world. Our mission is to enable our existing and future customers to prove out new technologies for the space ecosystem rapidly and
at low cost and also have access to space-based data on-demand for any problem set or business need. We believe we can deliver this at
a lower cost than legacy providers due to our vertically integrated cost-efficiencies, capital efficient constellation design, and improved
pricing models with improved data accessibility. We believe the combination of the proven flight heritage and years of industry experience
of a traditional space company with the disruptive innovation of a new space startup such as our 3D printing of spacecraft and focus
on intellectual property makes us very well positioned in the global space economy.
We
are Aerospace Basic Quality System Standard (AS) 9100D certified, International Traffic in Arms (ITAR) registered, and have received
approval of International Telecommunications Union (ITU) spectrum licensing for both X-Band and S-Band frequencies. We filed for X-band
and S-band radio frequencies licensing in February 2021 and were granted approval through a published filing by the ITU on April 4, 2021.
Our filing contains approved spectrum use for multiple X-Band and S-Band frequencies and five different orbital planes. Such licenses
are held through Aurea Alas, Ltd., an Isle of Man company, a related party to Sidus Space. The ITU is the specialized agency responsible
for principles and licensing of the use of orbit and spectrum. Before a satellite can use the spectrum and orbital resources it needs
to fulfil its mission, it requires an associated ‘satellite filing’. The filing is a tool to obtain international recognition
of these resources and it is a critical component to our offering, enabling users to demonstrate, test, and operate new technologies
in space.
Located
in Cape Canaveral, Florida, also known as “The Space Coast,” we operate from a 35,000 square foot manufacturing, assembly,
integration, and testing facility and as of July 31, 2022, employ 86 individuals with plans for additional growth over the next year.
We
continually invest in innovative solutions and as of July 31, 2022 have 12 space related patents approved or pending, a portion of which
ownership was transferred to us by our majority shareholder, Craig Technologies, at no charge. Our patented technology includes a print
head for regolith-polymer mixture and associated feedstock; a heat transfer system for regolith; a method for establishing a wastewater
bioreactor environment; vertical takeoff and landing pad and interlocking pavers to construct same; and high-load vacuum chamber motion
feedthrough systems and methods. Regolith is a blanket of unconsolidated, loose, heterogeneous superficial deposits covering solid rock.
It includes dust, broken rocks, and other related materials and is present on Earth, the Moon, Mars, some asteroids, and other terrestrial
planets and moons. We continue to patent our products including our satellites, external platforms and other innovations.
Our
Growth Strategies
We
are focused on empowering end users, developers, channel partners and the organizations they serve to quickly and easily access and integrate
real-time geospatial intelligence into their daily operations and also prove out technologies to further grow the space ecosystem. Our
growth strategy is driven by the following objectives:
Increase
our overall customer base. We are an established heritage aerospace firm that is a part of the political and secular shift towards
space-based data coming from commercial satellite and intelligence providers. We have the opportunity to expand our current customer
base through a combination of direct and indirect sales strategies. We also plan to grow our direct
sales teams and indirect sales channels.
Expand
within our current customer base. As our space-as-as-service offerings grows and delivers results, we expect that our current customers
will increase their spending on our services.
Continue
to penetrate international markets. We have increased our focus on international markets. We
have a current pipeline of prospective small underrepresented international governments and firms that can benefit from our support and
services.
Grow
distribution channels and channel partner ecosystem. We plan to invest in distribution channels and in our relationships with technology
partners, solution providers, strategic global system integrators, solution partners, and value-added-resellers to help us enter into
and expand in new markets while complementing our direct sales efforts. We have also established
a Joint Cooperation and Marketing Agreement with Dhruva, India’s first private space company, to co-market, and sell our services
in other countries.
The
Committed Equity Financing
On
August 10, 2022, we entered into the Purchase Agreement and a registration rights agreement (the “Registration Rights Agreement”)
with the Selling Stockholder. Pursuant to the Purchase Agreement, we have the right to sell to the Selling Stockholder up to $30,000,000
of shares of our Class A Common Stock (the “Total Commitment”), subject to certain limitations and conditions set forth in
the Purchase Agreement, from time to time during the term of the Purchase Agreement. Sales of Class A Common Stock pursuant to the Purchase
Agreement, and the timing of any sales, are solely at our option, and we are under no obligation to sell any securities to the Selling
Stockholder under the Purchase Agreement. In accordance with our obligations under the Registration Rights Agreement, we have filed the
registration statement that includes this prospectus with the Securities and Exchange Commission (the “SEC”) to register
under the Securities Act of 1933, as amended (the “Securities Act”), the resale by the Selling Stockholder of up to 9,127,710
shares of Class A Common Stock, including (i) up to 9,037,343 shares of Class A Common Stock that we may elect, in our sole
discretion, to issue and sell to the Selling Stockholder, from time to time from and after the Commencement Date (defined below) under
the Purchase Agreement, and (ii) 90,367 shares of Class A Common Stock that we issued to the Selling Stockholder on August 10, 2022 (the
“Commitment Shares”) as part of the Commitment Fee (as defined below) and in consideration for its commitment to purchase
shares of our Class A Common Stock that we may, in our sole discretion, direct them to make from time to time after the date of this
prospectus pursuant to the Purchase Agreement.
Upon
the initial satisfaction of the conditions to the Selling Stockholder’s purchase obligations set forth in the Purchase Agreement
(the “Commencement”), including that the registration statement that includes this prospectus be declared effective by the
SEC, we will have the right, but not the obligation, from time to time at our sole discretion over the 24-month period beginning on the
date the Commencement occurs (the “Commencement Date”), to direct the Selling Stockholder to purchase a specified number
of shares of Class A Common Stock (each, a “Purchase”), not to exceed the lesser of (such lesser number of shares, the “Purchase
Maximum Amount”): (i) 1,000,000 shares of Class A Common Stock and (ii) 20.0% of the total aggregate number (or volume)
of shares of our Class A Common Stock traded on Nasdaq during the applicable Purchase Valuation Period (as defined below) for such Purchase
(such specified number of shares to be purchased by the Selling Stockholder in such Purchase, adjusted to the extent necessary to give
effect to the applicable Purchase Maximum Amount and certain additional limitations set forth in the Purchase Agreement, the “Purchase
Share Amount”), by timely delivering written notice to the Selling Stockholder (each, a “Purchase Notice”) prior to
9:00 a.m., New York City time, on any trading day (each, a “Purchase Date”), so long as (a) the closing sale price
of our Class A Common Stock on Nasdaq on the trading day immediately prior to such Purchase Date is not less than $1.00, subject to adjustment
as set forth in the Purchase Agreement (such price, as may be adjusted from time to time in accordance with the Purchase Agreement, the
“Threshold Price”), and (b) all shares of Class A Common Stock subject to all prior purchases effected by us under the
Purchase Agreement have been received by the Selling Stockholder prior to the time we deliver such Purchase Notice to the Selling Stockholder.
The
per share purchase price that the Selling Stockholder is required to pay for shares of Class A Common Stock in a Purchase effected by
us pursuant to the Purchase Agreement, if any, will be determined by reference to the volume weighted average price of the Class A Common
Stock (the “VWAP”), calculated in accordance with the Purchase Agreement, for the period (the “Purchase Valuation Period”)
beginning at the official open (or “commencement”) of the regular trading session on Nasdaq on the applicable Purchase Date
for such Purchase, and ending at the earlier to occur of (i) 3:59 p.m., New York City time, on such Purchase Date or such earlier
time publicly announced by the trading market as the official close of the regular trading session on such Purchase Date and (ii)
such time that the total aggregate number (or volume) of shares of Class A Common Stock traded on Nasdaq during such Purchase Valuation
Period (calculated in accordance with the Purchase Agreement) reaches the applicable share volume maximum amount for such Purchase (the
“Purchase Share Volume Maximum”), calculated by dividing (a) the applicable Purchase Share Amount for such Purchase, by (b)
0.20, less a fixed 3.0% discount to the VWAP for such Purchase Valuation Period.
Under the Purchase Agreement,
for purposes of calculating the volume of shares of Class A Common Stock traded during a Purchase Valuation Period, as well as the VWAP
for a Purchase Valuation Period, the following transactions, to the extent they occur during such Purchase Valuation Period, are excluded:
(x) the opening or first purchase of Class A Common Stock at or following the official open of the regular trading session on Nasdaq
on the applicable Purchase Date for such Purchase, (y) the last or closing sale of Class A Common Stock at or prior to the official close
of the regular trading session on Nasdaq on the applicable Purchase Date for such Purchase, and (z) all trades of Class A Common Stock
on Nasdaq during such Purchase Valuation Period at a price below the applicable minimum price threshold for such Purchase specified by
us in the Purchase Notice for such Purchase, or if we do not specify a minimum price threshold in such Purchase Notice, the minimum price
threshold for such Purchase will be a price equal to 75.0% of the closing sale price of the Class A Common Stock on the trading day immediately
prior to the applicable Purchase Date for such Purchase (the “Minimum Price Threshold”).
In
addition to the regular Purchases described above, after the Commencement, we will also have the right, but not the obligation, subject
to the continued satisfaction of the conditions set forth in the Purchase Agreement, to direct the Selling Stockholder to purchase, on
any trading day, including the same Purchase Date on which a regular Purchase is effected (if any, although we are not required to effect
an earlier regular Purchase on such trading day), a specified number of shares of Class A Common Stock (each, an “Intraday Purchase”),
not to exceed the lesser of (such lesser number of shares, the “Intraday Purchase Maximum Amount”): (i) 1,000,000 shares
of Common Stock and (ii) 20.0% of the total aggregate volume of shares of our Class A Common Stock traded on Nasdaq during the applicable
“Intraday Purchase Valuation Period” (determined in the same manner as for a regular Purchase) for such Intraday Purchase
(such specified number of shares, adjusted to the extent necessary to give effect to the applicable Intraday Purchase Maximum Amount,
the “Intraday Purchase Share Amount”), by the delivery to the Selling Stockholder of an irrevocable written purchase notice,
after 10:00 a.m., New York City time (and after the Purchase Valuation Period for any prior regular Purchase (if any) and the Intraday
Purchase Valuation Period for the most recent prior Intraday Purchase effected on the same Purchase Date (if any) have ended), and prior
to 3:30 p.m., New York City time, on such Purchase Date (each, an “Intraday Purchase Notice”), so long as (i) the
closing sale price of the Class A Common Stock on the trading day immediately prior to such Purchase Date is not less than the Threshold
Price and (ii) all shares of Class A Common Stock subject to all prior Purchases and all prior Intraday Purchases by the Selling
Stockholder under the Purchase Agreement have been received by the Selling Stockholder prior to the time we deliver such Intraday Purchase
Notice to the Selling Stockholder.
The
per share purchase price for the shares of Class A Common Stock that we elect to sell to the Selling Stockholder in an Intraday Purchase
pursuant to the Purchase Agreement, if any, will be calculated in the same manner as in the case of a regular Purchase (including the
same fixed percentage discounts to the applicable VWAP as in the case of a regular Purchase, as described above), provided that
the VWAP for each Intraday Purchase effected on a Purchase Date will be calculated over different periods during the regular trading
session on Nasdaq on such Purchase Date, each of which will commence and end at different times on such Purchase Date.
There
is no upper limit on the price per share that the Selling Stockholder could be obligated to pay for the Class A Common Stock we may elect
to sell to it in any Purchase or any Intraday Purchase under the Purchase Agreement. In the case of Purchases and Intraday Purchases
effected by us under the Purchase Agreement, if any, all share and dollar amounts used in determining the purchase price per share of
Class A Common Stock to be purchased by the Selling Stockholder in a Purchase or an Intraday Purchase (as applicable), or in determining
the applicable maximum purchase share amounts or applicable volume or price threshold amounts in connection with any such Purchase or
Intraday Purchase (as applicable), in each case, will be equitably adjusted for any reorganization, recapitalization, non-cash dividend,
stock split, reverse stock split or other similar transaction occurring during any period used to calculate such per share purchase price,
maximum purchase share amounts or applicable volume or price threshold amounts.
From
and after Commencement, we will control the timing and amount of any sales of Class A Common Stock to the Selling Stockholder. Actual
sales of shares of Class A Common Stock to the Selling Stockholder under the Purchase Agreement will depend on a variety of factors to
be determined by us from time to time, including, among other things, market conditions, the trading price of the Class A Common Stock
and determinations by us as to the appropriate sources of funding for its business and its operations.
Under
the applicable Nasdaq rules, in no event may we issue to the Selling Stockholder under the Purchase Agreement more than 3,373,121
shares of Class A Common Stock, which number of shares is equal to 19.99% of the sum of shares of Class A Common Stock and shares
of our Class B common stock, par value $0.0001 per share (“Class B Common Stock”), in each case, issued and outstanding immediately
prior to the execution of the Purchase Agreement (the “Exchange Cap”), unless (i) we obtain stockholder approval to issue
shares of Class A Common Stock in excess of the Exchange Cap in accordance with applicable Nasdaq rules, or (ii) the average price per
share paid by the Selling Stockholder for all of the shares of Class A Common Stock that we direct the Selling Stockholder to purchase
from us pursuant to the Purchase Agreement, if any, equals or exceeds $3.44 per share (representing the lower of the official
closing price of our Class A Common Stock on Nasdaq on the trading day immediately preceding the date of the Purchase Agreement and the
average official closing price of our Class A Common Stock on Nasdaq for the five consecutive trading days ending on the trading day
immediately preceding the date of the Purchase Agreement, as adjusted pursuant to applicable Nasdaq rules). Moreover, we may not issue
or sell any shares of Class A Common Stock to the Selling Stockholder under the Purchase Agreement which, when aggregated with all other
shares of Class A Common Stock then beneficially owned by the Selling Stockholder and its affiliates (as calculated pursuant to Section
13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 13d-3 thereunder), would result in
the Selling Stockholder beneficially owning more than 4.99% of the outstanding shares of Class A Common Stock (the “Beneficial
Ownership Limitation”).
The
net proceeds to us from sales that we elect to make to the Selling Stockholder under the Purchase Agreement, if any, will depend on the
frequency and prices at which we sell shares of our stock to the Selling Stockholder. We expect that any proceeds received by us from
such sales to the Selling Stockholder will be used for working capital and general corporate purposes.
There
are no restrictions on future financings, rights of first refusal, participation rights, penalties or liquidated damages in the Purchase
Agreement or Registration Rights Agreement, other than a prohibition (with certain limited exceptions) on entering into specified “Variable
Rate Transactions” (as such term is defined in the Purchase Agreement) during the term of the Purchase Agreement. Such transactions
include, among others, the issuance of convertible securities with a conversion or exercise price that is based upon or varies with the
trading price of our Common Stock after the date of issuance, or our effecting or entering into
an agreement to effect an “equity line of credit” or other substantially similar continuous offering with a third party,
in which we may offer, issue or sell Common Stock or any securities exercisable, exchangeable or convertible into Class A Common Stock
at a future determined price.
The
Selling Stockholder has agreed that none of the Selling Stockholder, its sole member or any entity managed or controlled by the Selling
Stockholder or its sole member, or any of their respective officers, will engage in or effect, directly or indirectly, for its own account
or for the account of any other of such persons or entities, any short sales of the Class A Common Stock or hedging transaction that
establishes a net short position in the Class A Common Stock during the term of the Purchase Agreement.
The
Purchase Agreement will automatically terminate on the earliest to occur of (i) the first day of the month next following the 24-month
anniversary of the Commencement Date, (ii) the date on which the Selling Stockholder shall have purchased from us under the Purchase
Agreement shares of Common Stock for an aggregate gross purchase price of $30,000,000, (iii) the date on which the Common Stock shall
have failed to be listed or quoted on Nasdaq or another U.S. national securities exchange identified as an “eligible market”
in the Purchase Agreement, (iv) the 30th trading day after the date on which a voluntary or involuntary bankruptcy proceeding involving
our company has been commenced that is not discharged or dismissed prior to such trading day, and (v) the date on which a bankruptcy
custodian is appointed for all or substantially all of our property or we make a general assignment for the benefit of creditors.
We
have the right to terminate the Purchase Agreement at any time after Commencement, at no cost or penalty, upon ten (10) trading days’
prior written notice to the Selling Stockholder. We and the Selling Stockholder may also agree to terminate the Purchase Agreement by
mutual written consent, provided that no termination of the Purchase Agreement will be effective during the pendency of any Purchase
or any Intraday Purchase that has not then fully settled in accordance with the Purchase Agreement. Neither we nor the Selling Stockholder
may assign or transfer our respective rights and obligations under the Purchase Agreement or the Registration Rights Agreement, and no
provision of the Purchase Agreement or the Registration Rights Agreement may be modified or waived by us or the Selling Stockholder.
As
consideration for the Selling Stockholder’s commitment to purchase shares of Class A Common Stock at our direction upon the terms
and subject to the conditions set forth in the Purchase Agreement, we paid the Selling Stockholder a commitment fee equal to 2.0% of
the Total Commitment under the Purchase Agreement (the “Commitment Fee”), consisting of (i) $300,000 (the “Cash
Commitment Fee” and equal to 1.0% of the Total Commitment under the Purchase Agreement) and (ii) 90,367 Commitment Shares,
valued at $3.3198 per Commitment Share (representing the 5-day VWAP immediately prior to execution of the Purchase Agreement and
having an aggregate value equal to 1.0% of the Total Commitment under the Purchase Agreement). In addition, we have agreed to reimburse
the Selling Stockholder for the reasonable legal fees and disbursements of the Selling Stockholder’s legal counsel in an amount
not to exceed (i) $75,000 upon our execution of the Purchase Agreement and Registration Rights Agreement and (ii) $5,000 per fiscal quarter,
in each case in connection with the transactions contemplated by this Agreement and the Registration Rights Agreement.
The
Purchase Agreement and the Registration Rights Agreement contain customary representations, warranties, conditions and indemnification
obligations of the parties. Copies of the agreements have been filed as exhibits to the registration
statement that includes this prospectus and are available electronically on the SEC’s website at www.sec.gov.
We
do not know what the purchase price for our Class A Common Stock will be and therefore cannot be certain as to the number of shares we
might issue to the Selling Stockholder under the Purchase Agreement after the Commencement Date. As of August 10, 2022, there were 6,874,040
shares of our Class A Common Stock outstanding, all of which were held by non-affiliates of our company. Although the Purchase Agreement
provides that we may sell up to $30,000,000 of our Class A Common Stock to the Selling Stockholder, only 9,127,710 shares of our
Class A Common Stock are being registered under the Securities Act for resale by the Selling Stockholder under this prospectus, which
represents (i) the 90,367 Commitment Shares that we issued to the Selling Stockholder upon execution of the Purchase Agreement on August
10, 2022 and up to 9,037,343 shares of Class A Common Stock that may be issued to the Selling Stockholder from and after the Commencement
Date, if and when we elect to sell shares to the Selling Stockholder under the Purchase Agreement. Depending on the market prices of
our Class A Common Stock at the time we elect to issue and sell shares to the Selling Stockholder under the Purchase Agreement, we may
need to register under the Securities Act additional shares of our Class A Common Stock for resale by the Selling Stockholder in order
to receive aggregate gross proceeds equal to the $30,000,000 available to us under the Purchase Agreement. If all of the 9,127,710
shares offered for resale by the Selling Stockholder under this prospectus were issued and outstanding as of the date hereof, such
shares would represent approximately 57% of the total number of outstanding shares of Class A Common Stock and approximately 57%
of the total number of outstanding shares of Class A Common Stock held by non-affiliates of our company, in each case as of August
23, 2022. If we elect to issue and sell more than the 9,127,710 shares offered under this prospectus to the Selling Stockholder,
which we have the right, but not the obligation, to do, we must first register under the Securities Act such additional shares of Class
A Common Stock for resale by the Selling Stockholder, which could cause additional substantial dilution to our stockholders.
The
number of shares of Class A Common Stock ultimately offered for resale by the Selling Stockholder through this prospectus is dependent
upon the number of shares of Class A Common Stock, if any, we elect to sell to the Selling Stockholder under the Purchase Agreement from
and after the Commencement Date. The issuance of our Class A Common Stock to the Selling Stockholder pursuant to the Purchase Agreement
will not affect the rights or privileges of our existing stockholders, except that the economic and voting interests of each of our existing
stockholders will be diluted. Although the number of shares of our Class A Common Stock that our existing stockholders own will not decrease,
the shares of our Class A Common Stock owned by our existing stockholders will represent a smaller percentage of our total outstanding
shares of our Class A Common Stock after any such issuance.
Risks
Related to this Offering
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It
is not possible to predict the actual number of shares we will sell under the Purchase Agreement to the selling stockholder, or the
actual gross proceeds resulting from those sales. |
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Investors
who buy shares at different times will likely pay different prices. |
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Our
management will have broad discretion over the use of the net proceeds from our sale of shares of common stock to the Selling Stockholder,
if any, and you may not agree with how we use the proceeds and the proceeds may not be invested successfully. |
Risks
Associated with Our Business
Our
business is subject to a number of risks and uncertainties, including those highlighted in the section titled “Risk Factors”
immediately following this Prospectus Summary. These risks include, but are not limited to, the following:
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Our
limited operating history makes it difficult to evaluate our future prospects and the risks and challenges we may encounter. |
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We
have incurred significant losses since inception, we expect to incur losses in the future, and we may not be able to achieve or maintain
profitability. |
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We
may require substantial additional funding to finance our operations, but adequate additional financing may not be available when
we need it, on acceptable terms or at all. |
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The
success of our business will be highly dependent on our ability to effectively market and sell our commercial satellite manufacturing,
launch, and data services for small LEO satellites |
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We
have not yet delivered our 3D printed satellites into orbit, and any setbacks we may experience during our first commercial satellite
launch planned for 2022 and other demonstration and commercial missions could have a material adverse effect on our business, financial
condition and results of operation, and could harm our reputation. |
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The
market for commercial satellite manufacturing, launch and data services for small LEO satellites is not well established, is still
emerging and may not achieve the growth potential we expect or may grow more slowly than expected. |
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Our
ability to grow our business depends on the successful development of our satellites and related technology, which is subject to
many uncertainties, some of which are beyond our control. |
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We
routinely conduct hazardous operations in testing of our satellite subsystems, which could result in damage to property or persons.
Unsatisfactory performance or failure of our satellites and related technology at launch or during operation could have a material
adverse effect on our business, financial condition and results of operation. |
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We
may experience a total loss of our technology and products and our customers’ payloads if there is an accident on launch or
during the journey into space, and any insurance we have may not be adequate to cover our loss. |
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Any
delays in the development and manufacture of satellites and related technology may adversely impact our business, financial condition
and results of operations. |
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Our
customized hardware and software may be difficult and expensive to service, upgrade or replace. |
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Our
satellites may collide with space debris or another spacecraft, which could adversely affect our operations. |
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If
we are unable to adapt to and satisfy customer demands in a timely and cost-effective manner, or if we are unable to manufacture
our products at a quantity and quality that our customers demand, our ability to grow our business may suffer. |
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If
we are unable to maintain relationships with our existing launch partners or enter into relationships with new launch partners, we
may be unable to reach our targeted annual launch rate, which could have an adverse effect on our ability to grow our business. |
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Our
business is subject to a wide variety of extensive and evolving government laws and regulations. Failure to comply with such laws
and regulations could have a material adverse effect on our business. |
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CTC
controls the direction of our business, and the concentrated ownership of our common stock will prevent you and other stockholders
from influencing significant decisions. |
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We
may be a “controlled company” within the meaning of the Nasdaq rules and, as a result, may qualify for, and may rely
on, exemptions from certain corporate governance requirements that provide protection to stockholders of other companies. |
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The
dual-class structure of our common stock as contained in our amended and restated certificate of incorporation, as amended, has the
effect of concentrating voting control with those stockholders who held our capital stock prior to our initial public offering, comprised
of our Chief Executive Officer. This ownership will limit or preclude your ability to influence corporate matters, including the
election of directors, amendments of our organizational documents, and any merger, consolidation, sale of all or substantially all
of our assets, or other major corporate transactions requiring stockholder approval, and that may adversely affect the trading price
of our Class A Common Stock. |
Corporate
Information
We
were formed as a limited liability company under the name Craig Technologies Aerospace Solutions, LLC on April 17, 2012. On April 15,
2021, we converted into a Delaware corporation and changed our name to Sidus Space, Inc. on August 13, 2021. Our principal executive
offices are located at 150 N. Sykes Creek Parkway, Suite 200, Merritt Island, FL 32953 and our telephone number is (321) 613-5620. Our
website address is www.sidusspace.com. The information contained on our website is not incorporated by reference into this prospectus,
and you should not consider any information contained on, or that can be accessed through, our website as part of this prospectus or
in deciding whether to purchase our Class A common stock.
Implications
of Being an Emerging Growth Company
As
a company with less than $1.07 billion in revenues during our last fiscal year, we qualify as an emerging growth company as defined in
the Jumpstart Our Business Startups Act (“JOBS Act”) enacted in 2012. As an emerging growth company, we expect to take advantage
of reduced reporting requirements that are otherwise applicable to public companies. These provisions include, but are not limited to:
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being
permitted to present only two years of audited financial statements, in addition to any required unaudited interim financial statements,
with correspondingly reduced “Management’s Discussion and Analysis of Financial Condition and Results of Operations”
disclosure in this prospectus; |
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not
being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended
(“Sarbanes-Oxley Act”); |
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reduced
disclosure obligations regarding executive compensation in our periodic reports, proxy statements and registration statements; and |
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exemptions
from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute
payments not previously approved. |
We
may use these provisions until the last day of our fiscal year following the fifth anniversary of the completion of our initial public
offering. However, if certain events occur prior to the end of such five-year period, including if we become a “large accelerated
filer,” our annual gross revenues exceed $1.07 billion or we issue more than $1.0 billion of non-convertible debt in any three-year
period, we will cease to be an emerging growth company prior to the end of such five-year period.
The
JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised
accounting standards. As an emerging growth company, we intend to take advantage of an extended transition period for complying with
new or revised accounting standards as permitted by The JOBS Act.
To
the extent that we continue to qualify as a “smaller reporting company,” as such term is defined in Rule 12b-2 under the
Securities Exchange Act of 1934, after we cease to qualify as an emerging growth company, certain of the exemptions available to us as
an emerging growth company may continue to be available to us as a smaller reporting company, including: (i) not being required to comply
with the auditor attestation requirements of Section 404(b) of the Sarbanes Oxley Act; (ii) scaled executive compensation disclosures;
and (iii) the requirement to provide only two years of audited financial statements, instead of three years.
Risk
Factors Relating to Our Operations and Business
Our
limited operating history makes it difficult to evaluate our future prospects and the risks and challenges we may encounter.
Our
limited operating history makes it difficult to evaluate our future prospects and the risks and challenges we may encounter. Risks and
challenges we have faced or expects to face include our ability to:
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forecast
our revenue and budget for and manage its expenses; |
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attract
new customers and retain existing customers; |
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effectively
manage our growth and business operations, including planning for and managing capital expenditures for our current and future space
and space-related systems and services, managing our supply chain and supplier relationships related to our current and future product
and service offerings, and integrating acquisitions; |
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anticipate
and respond to macroeconomic changes and changes in the markets in which we operate; |
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maintain
and enhance the value of our reputation and brand; |
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develop
and protect intellectual property; and |
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hire,
integrate and retain talented people at all levels of our organization. |
If
we fail to address the risks and difficulties that we face, including those associated with the challenges listed above as well as those
described elsewhere in this “Risk Factors” section, our business, financial condition and results of operations could
be adversely affected. Further, because we have limited historical financial data and operate in a rapidly evolving market, any predictions
about our future revenue and expenses may not be as accurate as they would be if we had a longer operating history or operated in a more
developed market. We have encountered in the past, and will encounter in the future, risks and uncertainties frequently experienced by
growing companies with limited operating histories in rapidly changing industries. If our assumptions regarding these risks and uncertainties,
which we use to plan and operate our business, are incorrect or change, or if we do not address these risks successfully, our results
of operations could differ materially from its expectations and its business, financial condition and results of operations could be
adversely affected.
We
have incurred significant losses since inception, we expect to incur losses in the future, and we may not be able to achieve or maintain
profitability.
We
have incurred significant losses since our inception. We incurred net losses of $3,746,138 and $1,542,906 for the years ended December
31, 2021 and 2020, respectively. While we have generated limited revenue to date, we have not yet achieved production level satellite
manufacturing, launch and data activities, and it is difficult for us to predict our future operating results. As a result, our losses
may be larger than anticipated, and we may not achieve profitability when expected, or at all, and even if we do, we may not be able
to maintain or increase profitability.
We
expect our operating expenses to increase over the next several years as we commence production level satellite manufacturing and satellite
launch activities, continue to refine and streamline our design and manufacturing processes, make technical improvements, increase our
launch cadence, hire additional employees and initiate research and development efforts relating to new products and technologies, including
our space services business. These efforts may be more costly than we expect and may not result in increased revenue or growth in our
business. Any failure to increase our revenue sufficiently to keep pace with our investments and other expenses could prevent us from
achieving or maintaining profitability or positive cash flow. Furthermore, if our future growth and operating performance fail to meet
investor or analyst expectations, or if we have future negative cash flow or losses resulting from our investment in acquiring customers
or expanding our operations, this could have a material adverse effect on our business, financial condition and results of operations.
We
may require substantial additional funding to finance our operations, but adequate additional financing may not be available when we
need it, on acceptable terms or at all.
In
the future, we could be required to raise capital through public or private financing or other arrangements. Such financing may not be
available on acceptable terms, or at all, and our failure to raise capital when needed could harm our business. For example, the global
COVID-19 health crisis and related financial impact has resulted in, and may continue to result in, significant disruption and volatility
of global financial markets that could adversely impact our ability to access capital. We may sell equity securities or debt securities
in one or more transactions at prices and in a manner as we may determine from time to time. If we sell any such securities in subsequent
transactions, our current investors may be materially diluted. Any debt financing, if available, may involve restrictive covenants and
could reduce our operational flexibility or profitability. If we cannot raise funds on acceptable terms, we may not be able to grow our
business or respond to competitive pressures.
The
success of our business will be highly dependent on our ability to effectively market and sell our commercial satellite manufacturing,
launch, and data services for small LEO satellites.
We
expect that our success will be highly dependent, especially in the foreseeable future, on our ability to effectively forecast, market
and sell our launch and data services for small LEO satellites. We have limited experience in forecasting, marketing and selling such
services, and if we are unable to utilize our current or future sales organization effectively in order to adequately target and engage
our potential customers, our business may be adversely affected.
Our
success depends, in part, on our ability to attract new customers in a cost-effective manner. We expect that we will need to make significant
investments in order to attract new customers. Our sales growth is dependent upon our ability to implement strategic initiatives, and
these initiatives may not be effective in generating sales growth. In addition, marketing campaigns, which we have not historically utilized,
can be expensive and may not result in the acquisition of customers in a cost-effective manner, if at all. Further, as our brand becomes
more widely known, future marketing campaigns or brand content may not attract new customers at the same rate as past campaigns or brand
content. If we are unable to attract new customers, our business, financial condition and results of operations will be harmed.
We
have not yet delivered our 3D printed satellites into orbit, and any setbacks we may experience during our first commercial satellite
launch and other demonstration and commercial missions could have a material adverse effect on our business, financial condition and
results of operation, and could harm our reputation.
The
success of our launch and satellite services business will depend on our ability to successfully and regularly deliver customer satellites
into orbit. In November 2019, we successfully launched EFTP, our on-orbit external experimental facility hosted on the NanoRacks International
Space Station External Platform (NREP). Additionally, in January of 2020, a microsatellite was successfully launched from the ISS using
our SSIKLOPS platform for the STP program office.
There
is no guarantee that our planned commercial launches or subsequent commercial launches thereafter will be successful. While we believe
that our launch partners have built operational processes to ensure that the design, manufacture, performance and servicing of their
launch vehicles and rockets meet rigorous performance goals, there can be no assurance that our launch partners will not experience operational
or process failures and other problems during our first commercial launch or any planned launches thereafter. Any failures or setbacks,
particularly on our first commercial launches, could harm our reputation and have a material adverse effect on our business, financial
condition and results of operation.
The
market for commercial satellite manufacturing, launch and data services for small LEO satellites is not well established, is still emerging
and may not achieve the growth potential we expect or may grow more slowly than expected.
The
market for in-space infrastructure services, in particular commercial satellite manufacturing, launch and data services for small LEO
satellites, has not been well established and is still emerging. Our estimates for the total addressable launch market and satellite
market are based on several internal and third-party estimates, including our contracted revenue, the number of potential customers who
have expressed interest in our satellite launch and data services, assumed prices and production costs for our services, assumed flight
cadence, our ability to leverage our current manufacturing and operational processes and general market conditions. While we believe
our assumptions and the data underlying our estimates are reasonable, these assumptions and estimates may not be correct and the conditions
supporting our assumptions or estimates may change at any time, thereby reducing the predictive accuracy of these underlying factors.
As a result, our estimates of the annual total addressable market for our services, as well as the expected growth rate for the total
addressable market for our services, may prove to be incorrect.
Our
ability to grow our business depends on the successful development of our satellites and related technology, which is subject to many
uncertainties, some of which are beyond our control.
Our
current objectives focus on the development of small satellites and integration capabilities and related technology. If we do not complete
this development in our anticipated timeframes or at all, our ability to grow our business will be adversely affected. The successful
development of our satellite capabilities and related technology involves many uncertainties, some of which are beyond our control, including,
but not limited to:
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timing
in making further enhancements to our product design and specifications; |
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successful
completion of our planned commercial satellite launches; |
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our
ability to obtain additional applicable approvals, licenses or certifications from regulatory agencies, if required, and maintaining
current approvals, licenses or certifications; |
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performance
of our manufacturing facilities despite risks that disrupt productions, such as natural disasters and hazardous materials; |
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performance
of a limited number of suppliers for certain raw materials and supplied components; |
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performance
of our third-party contractors that support our future research and development activities; |
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our
ability to maintain rights from third parties for intellectual properties critical to our future research and development activities; |
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our
ability to fund and maintain our future research and development activities, particularly the development of various enhancements
that increase the data transfer capacity of our satellite; and |
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the
impact of the COVID-19 pandemic on us, our customers, suppliers and distributors, and the global economy. |
We
routinely conduct hazardous operations in testing of our satellite subsystems, which could result in damage to property or persons. Unsatisfactory
performance or failure of our satellites and related technology at launch or during operation could have a material adverse effect on
our business, financial condition and results of operation.
We
manufacture and operate highly sophisticated products for the commercial space, aerospace and defense industries and conduct activities
that depend on complex technology. Although there have been and will continue to be technological advances in spaceflight, our operations
remain an inherently hazardous and risky activity. Launch failures, explosions and other accidents on launch or during flight have occurred
for others and will likely occur in the future.
While
we have built operational processes to ensure that the design, manufacture, performance and servicing of our products and related technologies
meet rigorous quality standards, there can be no assurance that we will not experience operational or process failures and other problems,
including through manufacturing or design defects, cyber-attacks or other intentional acts, that could result in potential safety risks.
We may experience a total loss of our customers’ payloads and our own payloads if there is an accident or failure at launch or
during the journey into space, which could have a material adverse effect on our results of operations and financial condition. For some
missions, we or our customers can elect to buy launch insurance, which can reduce our monetary losses from any launch failure, but even
in this case we will have losses associated with our inability to test our technology in space and delays with further technology development.
Any insurance we or our customers have may not be adequate to cover our or their loss, respectively.
Any
actual or perceived safety or reliability issues may result in significant reputational harm to our businesses, in addition to tort liability,
maintenance, increased safety infrastructure and other costs that may arise. Such issues could result in delaying or cancelling planned
launches, increased regulation or other systemic consequences. Our inability to meet our safety standards or adverse publicity affecting
our reputation as a result of accidents, mechanical failures, damages to customer property or medical complications could have a material
adverse effect on our business, financial condition and results of operation.
We
may experience a total loss of our technology and products and our customers’ payloads if there is an accident on launch or during
the journey into space, and any insurance we have may not be adequate to cover our loss.
Although
there have been and will continue to be technological advances in spaceflight, it is still an inherently dangerous activity. Explosions
and other accidents on launch or during the flight have occurred and will likely occur in the future. If such incident should occur,
we will likely experience a total loss of our systems, products, technologies and services and our customers’ payloads. The total
or partial loss of one or more of our products or customer payloads could have a material adverse effect on our results of operations
and financial condition. For some missions, we can elect to buy launch insurance, which can reduce our monetary losses from the launch
failure, but even in this case we will have losses associated with our inability to test our technology in space and delays with further
technology development.
Any
delays in the development and manufacture of satellites and related technology may adversely impact our business, financial condition
and results of operations.
We
have previously experienced, and may experience in the future, delays or other complications in the design, manufacture, launch, production,
delivery and servicing ramp of satellites and related technology. If delays like this arise or recur, if our remediation measures and
process changes do not continue to be successful or if we experience issues with planned manufacturing improvements or design and safety,
we could experience issues in sustaining the ramp of our spaceflight system or delays in increasing production further.
If
we encounter difficulties in scaling our delivery or servicing capabilities, if we fail to develop and successfully commercialize our
satellites and related technologies, if we fail to develop such technologies before our competitors, or if such technologies fail to
perform as expected, are inferior to those of our competitors or are perceived as less safe than those of our competitors, our business,
financial condition and results of operations could be materially and adversely impacted.
Our
customized hardware and software may be difficult and expensive to service, upgrade or replace.
Some
of the hardware and software we use in operations is significantly customized and tailored to meet our requirements and specifications
and could be difficult and expensive to service, upgrade or replace. Although we expect to maintain inventories of some spare parts,
it nonetheless may be difficult, expensive or impossible to obtain replacement parts for the hardware due to a limited number of those
parts being manufactured to our requirements and specifications. Also, our business plan contemplates updating or replacing some of the
hardware and software in our network as technology advances, but the complexity of our requirements and specifications may present us
with technical and operational challenges that complicate or otherwise make it expensive or infeasible to carry out such upgrades and
replacements. If we are not able to suitably service, upgrade or replace our equipment, our ability to provide our services and therefore
to generate revenue could be harmed.
Our
satellites may collide with space debris or another spacecraft, which could adversely affect our operations.
Although
we expect to comply with best practices and international orbital debris mitigation requirements to actively maneuver our satellites
to avoid potential collisions with space debris or other spacecraft, these abilities are limited by, among other factors, uncertainties
and inaccuracies in the projected orbit location of, and predicted collisions with, debris objects tracked and cataloged by governments
or other entities. Additionally, some space debris is too small to be tracked and therefore its orbital location is unknown; nevertheless,
this debris is still large enough to potentially cause severe damage or a failure of our satellites should a collision occur. If our
satellites collide with space debris or other spacecraft, our products and services could be impaired. Also, a failure of one or more
of our satellites or the occurrence of equipment failures, collision damage, or other related problems that may result during the de-orbiting
process could constitute an uninsured loss and could materially harm our financial condition.
If
we are unable to adapt to and satisfy customer demands in a timely and cost-effective manner, or if we are unable to manufacture our
products at a quantity and quality that our customers demand, our ability to grow our business may suffer.
The
success of our business depends in part on effectively managing and maintaining our space services, manufacturing our products, conducting
a sufficient number of launches to meet customer demand and providing customers with an experience that meets or exceeds their expectations.
Even if we succeed in developing our products and completing launches within our targeted timeline, we could thereafter fail to develop
the ability to produce these products at quantity with a quality management system that ensures that each unit performs as required.
Any delay in our ability to produce products or complete launches at rate and with a reliable quality management system could have a
material adverse on our business.
If
our current or future space services do not meet expected performance or quality standards, including with respect to customer safety
and satisfaction, this could cause operational delays. Further, launching satellites within restricted airspace require advance scheduling
and coordination with government agencies and range owners and other users, and any high priority national defense assets will have priority
in the use of these resources, which may impact our cadence of our space operations or could result in cancellations or rescheduling.
Any operational or manufacturing delays or other unplanned changes to our ability to conduct our launches could have a material adverse
effect on our business, financial condition and results of operations.
We
may be unable to manage our future growth effectively, which could make it difficult to execute our business strategy.
If
our operations continue to grow as planned, of which there can be no assurance, we will need to expand our sales and marketing, customer
and commercial strategy, products and services, supply, and manufacturing and distribution functions and initiate research and development.
We will also need to continue to leverage our manufacturing and operational systems and processes, and there is no guarantee that we
will be able to scale the business and the manufacture of spacecraft as currently planned or within the planned timeframe. The continued
expansion of our business may also require additional manufacturing and operational facilities, as well as space for administrative support,
and there is no guarantee that we will be able to find suitable locations or partners for the manufacture and operation of our products.
Our
continued growth could increase the strain on our resources, and we could experience operating difficulties, including difficulties in
hiring, training and managing an increasing number of employees, finding manufacturing capacity to produce our products and related equipment,
and delays in production and launches. These difficulties may result in the erosion of our brand image, divert the attention of management
and key employees and impact financial and operational results. In addition, in order to continue to expand our presence around the globe,
we expect to incur substantial expenses as we continue to attempt to streamline our manufacturing process, increase our launch cadence,
hire more employees, and fund research and development efforts relating to new products and technologies and expand our business. If
we are unable to drive commensurate growth, these costs, which include lease commitments, headcount and capital assets, could result
in decreased margins, which could have a material adverse effect on our business, financial condition and results of operations.
Our
prospects and operations may be adversely affected by changes in consumer preferences and economic conditions that affect demand for
satellite services.
Because
our business is currently concentrated on commercial satellite manufacturing, launch and data services, we are vulnerable to changes
in consumer preferences or other market changes. The global economy has in the past, and will in the future, experience recessionary
periods and periods of economic instability. During such periods, our potential customers may choose not to expend the amounts that we
anticipate based on our expectations with respect to the addressable market for satellite services. There could be a number of other
effects from adverse general business and economic conditions on our business, including insolvency of any of our third-party suppliers
or contractors, decreased consumer confidence, decreased discretionary spending and reduced customer or governmental demand for satellites
and other products we produce, which could have a material adverse effect on our business, financial condition and results of operations.
Adverse
publicity stemming from any incident involving us or our competitors, could have a material adverse effect on our business, financial
condition and results of operations.
We
are at risk of adverse publicity stemming from any public incident involving our company, our people or our brand. If any of our launch
partners’ vehicles or our satellites or those of one of our competitors were to be involved in a public incident, accident or catastrophe,
this could create an adverse public perception of satellite launch or manufacturing activities and result in decreased customer demand
for launch and satellite services, which could cause a material adverse effect on our business, financial conditions and results of operations.
Further, if our launch partners’ vehicles or rockets were to be involved in a public incident, accident or catastrophe, we could
be exposed to significant reputational harm or potential legal liability. Any reputational harm to our business could cause customers
with existing contracts with us to cancel their contracts and could significantly impact our ability to make future sales. The insurance
we carry may be inapplicable or inadequate to cover any such incident, accident or catastrophe. In the event that our insurance is inapplicable
or not adequate, we may be forced to bear substantial losses from an incident or accident.
If
we are unable to maintain relationships with our existing launch partners or enter into relationships with new launch partners, we may
be unable to reach our targeted annual launch rate, which could have an adverse effect on our ability to grow our business.
We
do not own or operate our own launch vehicles. We rely on third party launch partners to launch our and our customers’ satellites.
Part of our strategy involves increasing our launch cadence and reaching approximately 100 satellites launched by 2026. Our ability to
achieve such launch cadence targets will depend on our ability to maintain our relationships with our existing launch partners and add
new launch partners in the future. We currently have agreements with the International Space Station and Vaya Space and expect to enter
into a variety of arrangements to secure additional launch partners. We may in the future experience delays in our efforts to secure
additional launch partners. Challenges as a result of regulatory processes or in the ability of our partners to secure the necessary
permissions to establish launch sites could delay our ability to achieve our target cadence and could adversely affect our business.
We
are dependent on third-party launch vehicles to deliver our systems, products, and technologies into space. If the number of companies
offering launch services or the number of launches does not grow in the future or there is a consolidation among companies who offer
these services, this could result in a shortage of space on these launch vehicles, which may cause delays in our ability to meet our
customers’ needs. Additionally, a shortage of space available on launch vehicles may cause prices to increase or cause delays in
our ability to meet our customers’ needs. Either of these situations could have a material adverse effect on our results of operations
and financial condition.
Further,
if a launch is delayed, our timing for recognition of revenue may be impacted depending on the length of the delay and the nature of
the contract with the customers with payloads on such delayed flight. Such a delay in recognizing revenue could materially impact our
financial statements or result in negative impacts to our earnings during a specified time period, which could have a material effect
on our results of operations and financial condition.
We
rely on a limited number of suppliers for certain raw materials and supplied components. We may not be able to obtain sufficient raw
materials or supplied components to meet our manufacturing and operating needs, or obtain such materials on favorable terms, which could
impair our ability to fulfill our orders in a timely manner or increase our costs of production.
Our
ability to manufacture our products is dependent upon sufficient availability of raw materials and supplied components, which we secure
from a limited number of suppliers. Our reliance on suppliers to secure these raw materials and supplied components exposes us to volatility
in the prices and availability of these materials. We may not be able to obtain sufficient supply of raw materials or supplied components,
on favorable terms or at all, which could result in delays in manufacture of our products or increased costs.
In
addition, we have in the past and may in the future experience delays in manufacture or operation as we go through the requalification
process with any replacement third-party supplier, as well as the limitations imposed by International Traffic in Arms Regulations and
other restrictions on transfer of sensitive technologies. Additionally, the imposition of tariffs on such raw materials or supplied components
could have a material adverse effect on our operations. Prolonged disruptions in the supply of any of our key raw materials or components,
difficulty qualifying new sources of supply, implementing use of replacement materials or new sources of supply or any volatility in
prices could have a material adverse effect on our ability to operate in a cost-efficient, timely manner and could cause us to experience
cancellations or delays of scheduled launches, customer cancellations or reductions in our prices and margins, any of which could harm
our business, financial condition and results of operations.
Failure
of third-party contractors could adversely affect our business.
We
are dependent on various third-party contractors to develop and provide certain of our components of and processes to our products. Should
we experience complications with any of these components and services, we may need to delay our manufacturing activities or delay or
cancel scheduled launches. We face the risk that any of our contractors may not fulfill their contracts and deliver their products or
services on a timely basis, or at all. We have in the past experienced, and may in the future experience, operational complications with
our contractors. The ability of our contractors to effectively satisfy our requirements could also be impacted by such contractors’
financial difficulty or damage to their operations caused by fire, terrorist attack, natural disaster, or other events. The failure of
any contractors to perform to our expectations could result in shortages of certain manufacturing or operational components for our spacecraft
or delays in spaceflights and harm our business. Our reliance on contractors and inability to fully control any operational difficulties
with our third-party contractors could have a material adverse effect on our business, financial condition, and results of operations.
We
expect to face intense competition in the commercial space market and other industries in which we may operate.
We
face intense competition in the commercial space market and amongst our competitors. Currently, our primary competitors in the commercial
satellite market are BlackSky, Spire, Hawkeye-360, LoftOrbital, and IceEye. In addition, we are aware of a significant number of entities
actively engaged in developing commercial launch capabilities for small and medium sized satellite payloads, including Virgin Orbit,
Relativity, ABL, and Firefly, among others. Many of our current and potential competitors are larger and have substantially greater financial
or other resources than we currently have or expect to have in the future, and thus may be better positioned to exploit the market need
for small payloads and targeted orbital delivery, which is the focus of our business. They may also be able to devote greater resources
to the development of their current and future technologies, which could overlap with our technologies, or the promotion and sale of
their products and services. Our competitors could offer small launch vehicles at lower prices, which could undercut our business strategy
and potential competitive edge. Our current and potential competitors may also establish cooperative or strategic relationships amongst
themselves or with third parties that may further enhance their resources and offerings relative to ours. Further, it is possible that
domestic or foreign companies or governments, some with greater experience in the aerospace industry or greater financial resources than
we possess, will seek to provide products or services that compete directly or indirectly with ours in the future. Any such foreign competitor,
for example, could benefit from subsidies from, or other protective measures by, its home country.
We
believe our ability to compete successfully as a commercial provider of launch and satellite services does and will depend on a number
of factors, which may change in the future due to increased competition, including the price of our products and services, consumer satisfaction
for the experiences we offer, and the frequency and availability of our products and services. If we are unable to compete successfully,
our business, financial condition and results of operations could be adversely affected.
We
may in the future invest significant resources in developing new service offerings and exploring the application of our proprietary technologies
for other uses and those opportunities may never materialize.
While
our primary focus for the foreseeable future will be on commencing our commercial launch activities, increasing our launch cadence, and
fully expanding our satellite operations center, we may also invest significant resources in developing new technologies, services, products,
and offerings. However, we may not realize the expected benefits of these investments. These anticipated technologies, however, are unproven
and these products or technologies may never materialize or be commercialized in a way that would allow us to generate ancillary revenue
streams. Relatedly, if such technologies become viable offerings in the future, we may be subject to competition from our competitors
within the commercial launch and satellite industries, some of which may have substantially greater monetary and knowledge resources
than we have and expect to have in the future to devote to the development of these technologies. Such competition or any limitations
on our ability to take advantage of such technologies could impact our market share, which could have a material adverse effect on our
business, financial condition, and results of operations.
Such
research and development initiatives may also have a high degree of risk and involve unproven business strategies and technologies with
which we have limited operating or development experience. They may involve claims and liabilities (including, but not limited to, personal
injury claims), expenses, regulatory challenges, and other risks that we may not be able to anticipate. There can be no assurance that
customer demand for such initiatives will exist or be sustained at the levels that we anticipate, or that any of these initiatives will
gain sufficient traction or market acceptance to generate sufficient revenue to offset any new expenses or liabilities associated with
these new investments. Further, any such research and development efforts could distract management from current operations and would
divert capital and other resources from our more established offerings and technologies. Even if we were to be successful in developing
new products, services, offerings or technologies, regulatory authorities may subject us to new rules or restrictions in response to
our innovations that may increase our expenses or prevent us from successfully commercializing new products, services, offerings, or
technologies.
If
we fail to adequately protect our proprietary intellectual property rights, our competitive position could be impaired and we may lose
valuable assets, generate reduced revenue and incur costly litigation to protect our rights.
Our
success depends, in part, on our ability to protect our proprietary intellectual property rights, including certain methodologies, practices,
tools, technologies and technical expertise we utilize in designing, developing, implementing, and maintaining applications and processes
used in our satellite systems and related technologies. To date, we have relied primarily on trade secrets and other intellectual property
laws, non-disclosure agreements with our employees, consultants and other relevant persons and other measures to protect our intellectual
property and intend to continue to rely on these and other means, including patent protection, in the future. However, the steps we take
to protect our intellectual property may be inadequate, and we may choose not to pursue or maintain protection for our intellectual property
in the United States or foreign jurisdictions. We will not be able to protect our intellectual property if we are unable to enforce our
rights or if we do not detect unauthorized use of our intellectual property. Despite our precautions, it may be possible for unauthorized
third parties to copy our technology and use information that we regard as proprietary to create technology that competes with ours.
Further,
the laws of some countries do not protect proprietary rights to the same extent as the laws of the United States, and mechanisms for
enforcement of intellectual property rights in some foreign countries may be inadequate. To the extent we expand our international activities,
our exposure to unauthorized copying and use of our technologies and proprietary information may increase. Accordingly, despite our efforts,
we may be unable to prevent third parties from infringing upon, misappropriating or otherwise violating our technology and intellectual
property.
We
rely in part on trade secrets, proprietary know-how and other confidential information to maintain our competitive position. Although
we enter into non-disclosure and invention assignment agreements with our employees, enter into non-disclosure agreements with our customers,
consultants, and other parties with whom we have strategic relationships and business alliances and enter into intellectual property
assignment agreements with our consultants and vendors, no assurance can be given that these agreements will be effective in controlling
access to and distribution of our technology and proprietary information. Further, these agreements do not prevent our competitors from
independently developing technologies that are substantially equivalent or superior to our products.
Protecting
and defending against intellectual property claims may have a material adverse effect on our business.
Our
success depends in part upon successful prosecution, maintenance, enforcement and protection of our owned and licensed intellectual property.
To
protect our intellectual property rights, we may be required to spend significant resources to monitor and protect these rights. Litigation
may be necessary in the future to enforce our intellectual property rights and to protect our trade secrets. Such litigation could be
costly, time consuming and distracting to management and could result in the impairment or loss of portions of our intellectual property.
Furthermore, our efforts to enforce our intellectual property rights may be met with defenses, counterclaims and countersuits attacking
the validity and enforceability of our intellectual property rights. Our inability to protect our proprietary technology, as well as
any costly litigation or diversion of our management’s attention and resources, could disrupt our business, as well as have a material
adverse effect on our financial condition and results of operations. The results of intellectual property litigation are difficult to
predict and may require us to stop using certain technologies or offering certain services or may result in significant damage awards
or settlement costs. There is no guarantee that any action to defend, maintain or enforce our owned or licensed intellectual property
rights will be successful, and an adverse result in any such proceeding could have a material adverse impact on our business, financial
condition, operating results, and prospects.
In
addition, we may from time-to-time face allegations that we are infringing, misappropriating or otherwise violating the intellectual
property rights of third parties, including the intellectual property rights of our competitors. We may be unaware of the intellectual
property rights that others may claim cover some or all of our technology or services. Irrespective of the validity of any such claims,
we could incur significant costs and diversion of resources in defending against them, and there is no guarantee any such defense would
be successful, which could have a material adverse effect on our business, contracts, financial condition, operating results, liquidity,
and prospects.
Even
if these matters do not result in litigation or are resolved in our favor or without significant cash settlements, these matters, and
the time and resources necessary to litigate or resolve them, could divert the time and resources of our management team, and harm our
business, our operating results and our reputation.
The
majority of our customer contracts may be terminated by the customer at any time for convenience as well as other provisions permitting
the customer to discontinue contract performance for cause (for example, if we do not achieve certain milestones on a timely basis).
If our contracts are terminated or if we experience any other contract-related risks, our results of operations may be adversely impacted.
In addition, some of our customers are government entities, which subjects us to additional risks including early termination, audits,
investigations, sanctions, and penalties.
We
are subject to a variety of contract-related risks. Some of our existing customer contracts, including those with the government, include
provisions allowing the customers to terminate their contracts for convenience, with a termination penalty for at least the amounts already
paid, or to terminate the contracts for cause (for example, if we do not achieve certain milestones on a timely basis). Customers that
terminate such contracts may also be entitled to a pro rata refund of the amount of the customer’s deposit. In addition, some of
our customers are pre-revenue startups or otherwise not fully established companies, which exposes us to a degree of counterparty credit
risk.
Part
of our strategy is to market our space and satellite manufacturing and launch and data services to key government customers. We expect
we may derive limited revenue from contracts with NASA and the U.S. government and may enter into further contracts with the U.S. or
foreign governments in the future, and this subjects us to statutes and regulations applicable to companies doing business with the U.S.
government, including the Federal Acquisition Regulation. These U.S. government contracts customarily contain provisions that give the
government substantial rights and remedies, many of which are not typically found in commercial contracts, and which are unfavorable
to contractors. For instance, most U.S. government agencies include provisions that allow the government to unilaterally terminate or
modify contracts for convenience, in which case the counterparty to the contract may generally recover only its incurred or committed
costs and settlement expenses and profit on work completed prior to the termination. If the government terminates a contract for default,
the defaulting party may be liable for any extra costs incurred by the government in procuring undelivered items from another source.
Our
government contracts may be subject to the approval of appropriations being made by the U.S. Congress to fund the expenditures under
these contracts. In addition, government contracts normally contain additional requirements that may increase our costs of doing business,
reduce our profits, and expose us to liability for failure to comply with these terms and conditions. These requirements include, for
example:
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specialized
disclosure and accounting requirements unique to government contracts; |
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financial
and compliance audits that may result in potential liability for price adjustments, recoupment of government funds after such funds
have been spent, civil and criminal penalties, or administrative sanctions such as suspension or debarment from doing business with
the U.S. government; |
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public
disclosures of certain contract and company information; and |
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mandatory
socioeconomic compliance requirements, including labor requirements, non-discrimination and affirmative action programs and environmental
compliance requirements. |
Government
contracts are also generally subject to greater scrutiny by the government, which can initiate reviews, audits, and investigations regarding
our compliance with government contract requirements. In addition, if we fail to comply with government contract laws, regulations and
contract requirements, our contracts may be subject to termination, and we may be subject to financial and/or other liability under our
contracts, the Federal Civil False Claims Act (including treble damages and other penalties), or criminal law. In particular, the False
Claims Act’s “whistleblower” provisions also allow private individuals, including present and former employees, to
sue on behalf of the U.S. government. Any penalties, damages, fines, suspension, or damages could adversely affect our ability to operate
our business and our financial results. If any customer were to unexpectedly terminate, cancel, or decline to exercise an option to renew
with respect to one or more of our significant contracts for any reason, including as a result of our failure to meet certain performance
milestones, or if a government customer were to suspend or debar us from doing business with such government, our business, financial
condition, and results of operations would be materially harmed.
If
we commercialize outside the United States, we will be exposed to a variety of risks associated with international operations that could
materially and adversely affect our business.
As
part of our growth, we aim to establish offices and partnerships outside of the United States. We plan to continue to build our pipeline
of global customers to include joint ventures and strategic partnerships. As we expand internationally, we expect that we would be subject
to additional risks related to entering into international business relationships, including:
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restructuring
our operations to comply with local regulatory regimes; |
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identifying,
hiring and training highly skilled personnel; |
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unexpected
changes in tariffs, trade barriers and regulatory requirements, including through the International Traffic in Arms Regulations,
or ITAR, Export Administration Regulations, or EAR, and Office of Foreign Assets Control, or OFAC, International Telecommunications
Union, or ITU; |
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economic
weakness, including inflation, or political instability in foreign economies and markets; |
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compliance
with tax, employment, immigration, and labor laws for employees living or traveling abroad; |
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foreign
taxes, including withholding of payroll taxes; |
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the
need for U.S. government approval to operate our spaceflight systems outside the United States; |
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foreign
currency fluctuations, which could result in increased operating expenses and reduced revenue; |
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government
appropriation of assets; |
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workforce
uncertainty in countries where labor unrest is more common than in the United States; and |
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disadvantages
of competing against companies from countries that are not subject to U.S. laws and regulations, including the U.S. Foreign Corrupt
Practices Act, or FCPA, OFAC regulations and U.S. anti-money laundering regulations, as well as exposure of our foreign operations
to liability under these regulatory regimes. |
Our
business is subject to a wide variety of extensive and evolving government laws and regulations. Failure to comply with such laws and
regulations could have a material adverse effect on our business.
We
are subject to a wide variety of laws and regulations relating to various aspects of our business, including with respect to our satellite
system operations, employment and labor, health care, tax, privacy and data security, health and safety, and environmental issues. Laws
and regulations at the foreign, federal, state, and local levels frequently change, especially in relation to new and emerging industries,
and we cannot always reasonably predict the impact from, or the ultimate cost of compliance with, current or future regulatory or administrative
changes. We monitor these developments and devote a significant amount of management’s time and external resources towards compliance
with these laws, regulations and guidelines, and such compliance places a significant burden on management’s time and other resources,
and it may limit our ability to expand into certain jurisdictions. Moreover, changes in law, the imposition of new or additional regulations
or the enactment of any new or more stringent legislation that impacts our business could require us to change the way we operate and
could have a material adverse effect on our sales, profitability, cash flows and financial condition.
Failure
to comply with these laws, such as with respect to obtaining and maintaining licenses, certificates, authorizations and permits critical
for the operation of our business, may result in civil penalties or private lawsuits, or the suspension or revocation of licenses, certificates,
authorizations or permits, which would prevent us from operating our business. For example, deploying space assets such as satellites
in the United States require licenses and permits from certain agencies of the Department of Transportation, including the Federal Aviation
Administration, or FAA, and review by other agencies of the U.S. Government, including the National Oceanic and Atmospheric Administration,
or “NOAA”, the Department of Defense, Department of State, NASA, Federal Communications Commission, or the “FCC”
and the International Telecommunications Union, or the “ITU”. License approval includes an interagency review of safety,
operational, national security, and foreign policy and international obligations implications, as well as a review of foreign ownership.
Delays in licensing and approvals allowing us to deploy our commercial satellites could adversely affect our ability to operate our business
and our financial results.
Moreover,
regulation of our industry is still evolving, and new or different laws or regulations could affect our operations, increase direct compliance
costs for us or cause any third-party suppliers or contractors to raise the prices they charge us because of increased compliance costs.
Application of these laws to our business may negatively impact our performance in various ways, limiting the collaborations we may pursue,
further regulating the export and re-export of our products, services, and technology from the United States and abroad, and increasing
our costs and the time necessary to obtain required authorization. The adoption of a multi-layered regulatory approach to any one of
the laws or regulations to which we are or may become subject, particularly where the layers are in conflict, could require alteration
of our manufacturing processes or operational parameters which may adversely impact our business. We may not be in complete compliance
with all such requirements at all times and, even when we believe we are in complete compliance, a regulatory agency may determine that
we are not. The timing of our satellite deployments may depend on the ability of our partners to secure regulatory licenses from the
FAA and the FCC/ITU.
A
component of our near-term strategy involves increasing our launch cadence by accelerating our development and production efforts and
adding additional launch partners. Our ability to achieve this increased launch cadence within the timeframe in which we hope to do so
will depend on the ability of our launch partners to secure the necessary regulatory licenses from the FAA, the FCC/ITU and other regulatory
authorities. If our launch partners fail to obtain the licenses necessary to support our anticipated launch cadence, or any delays or
hurdles that present in our interactions with the FAA, the FCC/ITU or other regulatory authorities, could impact our ability to grow
our business, could delay our ability to execute on our existing and future customer contracts and could adversely affect our business
and results of operations.
We
are subject to stringent U.S. export and import control laws and regulations. Unfavorable changes in these laws and regulations or U.S.
government licensing policies, our failure to secure timely U.S. government authorizations under these laws and regulations, or our failure
to comply with these laws and regulations could have a material adverse effect on our business, financial condition, and results of operation.
Our
business is subject to stringent U.S. import and export control laws and regulations as well as economic sanctions laws and regulations.
We are required to import and export our products, software, technology, and services, as well as run our operations in the United States,
in full compliance with such laws and regulations, which include the EAR, the ITAR, and economic sanctions administered by the Treasury
Department’s OFAC. Similar laws that impact our business exist in other jurisdictions. These foreign trade controls prohibit, restrict,
or regulate our ability to, directly or indirectly, export, deemed export, re-export, deemed re-export or transfer certain hardware,
technical data, technology, software, or services to certain countries and territories, entities, and individuals, and for end uses.
If we are found to be in violation of these laws and regulations, it could result in civil and criminal, monetary and non-monetary penalties,
the loss of export or import privileges, debarment, and reputational harm.
Pursuant
to these foreign trade control laws and regulations, we are required, among other things, to (i) maintain a registration under the ITAR,
(ii) determine the proper licensing jurisdiction and export classification of products, software, and technology, and (iii) obtain licenses
or other forms of U.S. government authorization to engage in the conduct of our spaceflight business. The authorization requirements
include the need to get permission to release controlled technology to foreign person employees and other foreign persons. Changes in
U.S. foreign trade control laws and regulations, or reclassifications of our products or technologies, may restrict our operations. The
inability to secure and maintain necessary licenses and other authorizations could negatively impact our ability to compete successfully
or to operate our spaceflight business as planned. Any changes in the export control regulations or U.S. government licensing policy,
such as those necessary to implement U.S. government commitments to multilateral control regimes, may restrict our operations. Given
the great discretion the government has in issuing or denying such authorizations to advance U.S. national security and foreign policy
interests, there can be no assurance we will be successful in our future efforts to secure and maintain necessary licenses, registrations,
or other U.S. government regulatory approvals.
Under
the “Exon-Florio Amendment” to the U.S. Defense Production Act of 1950, as amended (the “DPA”), the U.S. President
has the power to disrupt or block certain foreign investments in U.S. businesses if he determines that such a transaction threatens U.S.
national security. The Committee on Foreign Investment in the United States (“CFIUS”) has been delegated the authority to
conduct national security reviews of certain foreign investments. CFIUS may impose mitigation conditions to grant clearance of a transaction.
The
Foreign Investment Risk Review Modernization Act (“FIRRMA”), enacted in 2018, amended the DPA to, among other things, expand
CFIUS’s jurisdiction beyond acquisitions of control of U.S. businesses. Under FIRRMA, CFIUS also has jurisdiction over certain
foreign non-controlling investments in U.S. businesses that are involved with critical technology or critical infrastructure, or that
collect and maintain sensitive personal data of U.S. citizens (“TID U.S. Businesses”), if the foreign investor receives specified
triggering rights in connection with its investment. We are a TID U.S. Business because we develop and design technologies that would
be considered critical technologies. Certain foreign investments in TID U.S. Businesses are subject to mandatory filing with CFIUS. These
restrictions on the ability of foreign persons to invest in us could limit our ability to engage in strategic transactions that could
benefit our stockholders, including a change of control, and could also affect the price that an investor may be willing to pay for our
common stock.
Failure
to comply with federal, state, and foreign laws and regulations relating to privacy, data protection and consumer protection, or the
expansion of current or the enactment of new laws or regulations relating to privacy, data protection and consumer protection, could
adversely affect our business and our financial condition.
We
collect, store, process, and use personal information and other customer data, and we rely in part on third parties that are not directly
under our control to manage certain of these operations and to collect, store, process and use payment information. Due to the volume
and sensitivity of the personal information and data we and these third parties manage and expect to manage in the future, as well as
the nature of our customer base, the security features of our information systems are critical. A variety of federal, state, and foreign
laws and regulations govern the collection, use, retention, sharing and security of this information. Laws and regulations relating to
privacy, data protection and consumer protection are evolving and subject to potentially differing interpretations. These requirements
may not be harmonized, may be interpreted, and applied in a manner that is inconsistent from one jurisdiction to another or may conflict
with other rules or our practices. As a result, our practices may not have complied or may not comply in the future with all such laws,
regulations, requirements, and obligations.
We
expect that new industry standards, laws and regulations will continue to be proposed regarding privacy, data protection and information
security in many jurisdictions. We cannot yet determine the impact such future laws, regulations and standards may have on our business.
Complying with these evolving obligations is costly.
As
we expand our international presence, we may also become subject to additional privacy rules, many of which, such as the General Data
Protection Regulation promulgated by the European Union (the “GDPR”) and national laws supplementing the GDPR, such as in
the United Kingdom, are significantly more stringent than those currently enforced in the United States. The law requires companies to
meet stringent requirements regarding the handling of personal data of individuals located in the EEA. These more stringent requirements
include expanded disclosures to inform customers about how we may use their personal data through external privacy notices, increased
controls on profiling customers and increased rights for data subjects (including customers and employees) to access, control and delete
their personal data. In addition, there are mandatory data breach notification requirements. The law also includes significant penalties
for non-compliance, which may result in monetary penalties of up to the higher of €20.0 million or 4% of a group’s worldwide
turnover for the preceding financial year for the most serious violations. The GDPR and other similar regulations require companies to
give specific types of notice and informed consent is required for the placement of a cookie or similar technologies on a user’s
device for online tracking for behavioral advertising and other purposes and for direct electronic marketing, and the GDPR also imposes
additional conditions in order to satisfy such consent, such as a prohibition on pre-checked tick boxes and bundled consents, thereby
requiring customers to affirmatively consent for a given purpose through separate tick boxes or other affirmative action.
A
significant data breach or any failure, or perceived failure, by us to comply with any federal, state or foreign privacy or consumer
protection-related laws, regulations or other principles or orders to which we may be subject or other legal obligations relating to
privacy or consumer protection could adversely affect our reputation, brand and business, and may result in claims, investigations, proceedings
or actions against us by governmental entities or others or other penalties or liabilities or require us to change our operations and/or
cease using certain data sets. Depending on the nature of the information compromised, we may also have obligations to notify users,
law enforcement or payment companies about the incident and may need to provide some form of remedy, such as refunds, for the individuals
affected by the incident.
Failures
in our technology infrastructure could damage our business, reputation and brand and substantially harm our business and results of operations.
If
our main data center were to fail, or if we were to suffer an interruption or degradation of services at our main data center, we could
lose important manufacturing and technical data, which could harm our business. Our facilities are vulnerable to damage or interruption
from earthquakes, hurricanes, floods, fires, cyber security attacks, terrorist attacks, power losses, telecommunications failures, and
similar events. In the event that our or any third-party provider’s systems or service abilities are hindered by any of the events
discussed above, our ability to operate may be impaired. A decision to close the facilities without adequate notice, or other unanticipated
problems, could adversely impact our operations. Any of the aforementioned risks may be augmented if our or any third-party provider’s
business continuity and disaster recovery plans prove to be inadequate. The facilities also could be subject to break-ins, computer viruses,
sabotage, intentional acts of vandalism and other misconduct. Any security breach, including personal data breaches, or incident, including
cybersecurity incidents, that we experience could result in unauthorized access to, misuse of or unauthorized acquisition of our or our
customers’ data, the loss, corruption or alteration of this data, interruptions in our operations or damage to our computer hardware
or systems or those of our customers. Moreover, negative publicity arising from these types of disruptions could damage our reputation.
We may not carry sufficient business interruption insurance to compensate us for losses that may occur as a result of any events that
cause interruptions in our service. Significant unavailability of our services due to attacks could cause users to cease using our services
and materially and adversely affect our business, prospects, financial condition, and results of operations.
We
are highly dependent on our senior management team and other highly skilled personnel, and if we are not successful in attracting or
retaining highly qualified personnel, we may not be able to successfully implement our business strategy.
Our
success depends, in significant part, on the continued services of our senior management team and on our ability to attract, motivate,
develop, and retain a sufficient number of other highly skilled personnel, including engineers, manufacturing and quality assurance,
design, finance, marketing, sales and support personnel. Our senior management team has extensive experience in the aerospace industry,
and we believe that their depth of experience is instrumental to our continued success. The loss of any one or more members of our senior
management team, for any reason, including resignation or retirement, could impair our ability to execute our business strategy and have
a material adverse effect on our business, financial condition, and results of operations.
Competition
for qualified highly skilled personnel can be strong, and we can provide no assurance that we will be successful in attracting or retaining
such personnel now or in the future. We have not yet started production level satellite manufacturing, launch and data operations, and
our estimates of the required team size to support our estimated flight rates may require increases in staffing levels that may require
significant capital expenditure. Further, any inability to recruit, develop and retain qualified employees may result in high employee
turnover and may force us to pay significantly higher wages, which may harm our profitability. Additionally, we only carry key man insurance
for our Chief Executive Officer, and the loss of any key employee or our inability to recruit, develop and retain these individuals as
needed, could have a material adverse effect on our business, financial condition, and results of operations.
Any
acquisitions, partnerships, or joint ventures that we enter into could disrupt our operations and have a material adverse effect on our
business, financial condition and results of operations.
From
time to time, we may evaluate potential strategic acquisitions of businesses, including partnerships or joint ventures with third parties,
both domestic and international. We may not be successful in identifying acquisition, partnership, and joint venture candidates. In addition,
we may not be able to continue the operational success of such businesses or successfully finance or integrate any businesses that we
acquire or with which we form a partnership or joint venture. We may have potential write-offs of acquired assets and/or an impairment
of any goodwill recorded as a result of acquisitions. Furthermore, the integration of any acquisition may divert management’s time
and resources from our core business and disrupt our operations or may result in conflicts with our business. Any acquisition, partnership
or joint venture may not be successful, may reduce our cash reserves, may negatively affect our earnings and financial performance and,
to the extent financed with the proceeds of debt, may increase our indebtedness. We cannot ensure that any acquisition, partnership,
or joint venture we make will not have a material adverse effect on our business, financial condition, and results of operations.
We
may experience difficulties in integrating the operations of acquired companies into our business and in realizing the expected benefits
of these acquisitions.
Acquisitions
involve numerous risks, any of which could harm our business and negatively affect our financial condition and results of operations.
The success of any acquisition will depend in part on our ability to realize the anticipated business opportunities from combining their
and our operations in an efficient and effective manner. These integration processes could take longer than anticipated and could result
in the loss of key employees, the disruption of each company’s ongoing businesses, tax costs or inefficiencies, or inconsistencies
in standards, controls, information technology systems, procedures and policies, any of which could adversely affect our ability to maintain
relationships with customers, employees or other third parties, or our ability to achieve the anticipated benefits of the acquisitions,
and could harm our financial performance. If we are unable to successfully or timely integrate the operations of an acquired company
with our business, we may incur unanticipated liabilities and be unable to realize the revenue growth, synergies and other anticipated
benefits resulting from the acquisitions, or fully offset the costs of the acquisition, and our business, results of operations and financial
condition could be materially and adversely affected.
We
are subject to many hazards and operational risks that can disrupt our business, including interruptions or disruptions in service at
our primary facilities, which could have a material adverse effect on our business, financial condition, and results of operations.
Our
operations are subject to many hazards and operational risks inherent to our business, including general business risks, product liability
and damage to third parties, our infrastructure or properties that may be caused by fires, floods and other natural disasters, power
losses, telecommunications failures, terrorist attacks, human errors and similar events. Additionally, our manufacturing operations are
hazardous at times and may expose us to safety risks, including environmental risks and health and safety hazards to our employees or
third parties.
Moreover,
our operations are entirely based in and around our Cape Canaveral, Florida facility, where our machine shop, production facilities,
administrative offices, and engineering functions are located. Any significant interruption due to any of the above hazards and operational
to the manufacturing or operation of our facilities, including from weather conditions, growth constraints, performance by third-party
providers (such as electric, utility or telecommunications providers), failure to properly handle and use hazardous materials, failure
of computer systems, power supplies, fuel supplies, infrastructure damage, disagreements with the owners of the land on which our facilities
are located could result in manufacturing delays or the delay or cancellation of our planned commercial satellite launches and, as a
result, could have a material adverse effect on our business, financial condition and results of operations.
In
addition, our insurance coverage may be inadequate to cover our liabilities related to such hazards or operational risks. Moreover, we
may not be able to maintain adequate insurance in the future at rates we consider reasonable and commercially justifiable, and insurance
may not continue to be available on terms as favorable as our current arrangements. The occurrence of a significant uninsured claim,
or a claim in excess of the insurance coverage limits maintained by us, could harm our business, financial condition and results of operations.
We
have not historically obtained and may not maintain launch or in-orbit insurance coverage for our satellites to address the risk of potential
systemic anomalies, failures, collisions with our satellites or other satellites or debris, or catastrophic events affecting the existing
satellite system. If one or more of our launches result in catastrophic failure or one or more of our in-orbit satellites or payloads
fail, and we have not obtained insurance coverage, we could be required to record significant impairment charges for the satellite or
payload.
We
have not historically obtained and may not maintain launch or in-orbit insurance coverage for our satellites to address the risk of potential
systemic anomalies, failures, collisions with our satellites or other satellites or debris, or catastrophic events affecting the existing
satellite system. If one or more of our in-orbit uninsured satellites or payloads fail, or one or more of our uninsured satellites is
destroyed during failed launch, we could be required to record significant impairment charges for the satellite or payload. We may review
the purchase of launch insurance on a case-by-case basis evaluating the launch history of our launch provider, number of satellites to
be deployed on the launch vehicle, the status of our constellation, our ability to launch additional satellites in the near term, and
the cost of insurance, among other factors. As a result of our case-by-case evaluation process, we have procured launch insurance for
our next four upcoming launches, which policies are subject to the typical terms and conditions regarding, among other things, cancellation
and scope of coverage. We do not maintain third-party liability insurance with respect to our satellites. Accordingly, we currently have
no insurance to cover any third-party damages that may be caused by any of our satellites, including personal and property insurance.
If we experience significant uninsured losses, such events could have a material adverse impact on our business, financial condition
and results of operations.
Natural
disasters, unusual weather conditions, epidemic outbreaks, global health crises, terrorist acts and political events could disrupt our
business and flight schedule.
The
occurrence of one or more natural disasters such as tornadoes, hurricanes, fires, floods and earthquakes, unusual weather conditions,
epidemic outbreaks, terrorist attacks or disruptive political events in certain regions where our facilities are located, or where our
third-party contractors’ and suppliers’ facilities are located, could adversely affect our business, financial condition,
and results of operations. Severe weather, such as rainfall, snowfall, or extreme temperatures, may impact the ability of our satellite
launch and data services to be carried out as planned, resulting in additional expense to reschedule such service, thereby reducing our
sales and profitability. Terrorist attacks, actual or threatened acts of war or the escalation of current hostilities, or any other military
or trade disruptions impacting our domestic or foreign suppliers of components of our products, may impact our operations by, among other
things, causing supply chain disruptions and increases in commodity prices, which could adversely affect our raw materials or transportation
costs. These events also could cause or act to prolong an economic recession in the United States or abroad. To the extent these events
also impact one or more of our suppliers or contractors or result in the closure of any of their facilities or our facilities, commence
our commercial satellite launch activities as planned or thereafter increase our launch cadence. In addition, the disaster recovery and
business continuity plans we have in place currently are limited and are unlikely to prove adequate in the event of a serious disaster
or similar event. We may incur substantial expenses as a result of the limited nature of our disaster recovery and business continuity
plans and, more generally, any of these events could cause consumer confidence and spending to decrease, which could adversely impact
our commercial satellite manufacturing, launch and data operations.
Our
operating results may fluctuate significantly, which makes our future operating results difficult to predict and could cause our operating
results to fall below expectations or any guidance we may provide.
Our
quarterly and annual operating results may fluctuate significantly, which makes it difficult for us to predict our future operating results.
These fluctuations may occur due to a variety of factors, many of which are outside of our control, including, but not limited to:
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the
number of satellite launch missions we schedule for a period, the price at which we sell them and our ability schedule additional
launch missions for repeat customers; |
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unexpected
weather patterns, maintenance issues, natural disasters or other events that force us to cancel or reschedule launches; |
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the
cost of raw materials or supplied components critical for the manufacture and operation of our satellite equipment; |
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the
timing and cost of, and level of investment in, research and development relating to our technologies and our current or future facilities; |
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developments
involving our competitors; |
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changes
in governmental regulations or in the status of our regulatory approvals or applications; |
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future
accounting pronouncements or changes in our accounting policies; and |
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general
market conditions and other factors, including factors unrelated to our operating performance or the operating performance of our
competitors. |
The
individual or cumulative effects of factors discussed above could result in large fluctuations and unpredictability in our quarterly
and annual operating results. As a result, comparing our operating results on a period-to-period basis may not be meaningful.
This
variability and unpredictability could also result in our failing to meet the expectations of industry or financial analysts or investors
for any period. If our revenue or operating results fall below the expectations of analysts or investors or below any guidance we may
provide, or if the guidance we provide is below the expectations of analysts or investors, the price of our common stock could decline
substantially. Such a stock price decline could occur even when we have met any previously publicly stated guidance we may provide.
We
may become involved in litigation that may materially adversely affect us.
From
time to time, we may become involved in various legal proceedings relating to matters incidental to the ordinary course of our business,
including intellectual property, commercial, product liability, employment, class action, whistleblower and other litigation and claims,
and governmental and other regulatory investigations and proceedings. Such matters can be time-consuming, divert management’s attention
and resources from the operation of our business, and cause us to incur significant expenses or liability or require us to change our
business practices. Because of the potential risks, expenses, and uncertainties of litigation, we may, from time to time, settle disputes,
even where we believe that we have meritorious claims or defenses. Because litigation is inherently unpredictable, we cannot assure you
that the results of any of these actions will not have a material adverse effect on our business.
We
have been focused on developing satellite manufacturing and launch capabilities and services since 2013. This limited operating history
makes it difficult to evaluate our future prospects and the risks and challenges we may encounter.
Because
we have limited historical financial data and operate in a rapidly evolving market, any predictions about its future revenue and expenses
may not be as accurate as they would be if we had a longer operating history or operated in a more developed market. We have encountered
in the past, and will encounter in the future, risks and uncertainties frequently experienced by growing companies with limited operating
histories in rapidly changing industries. If our assumptions regarding these risks and uncertainties, which we use to plan and operate
our business, are incorrect or change, or if we do not address these risks successfully, our results of operations could differ materially
from our expectations and our business, financial condition and results of operations could be adversely affected.
The
markets for commercial satellite manufacturing, launch and data services have not been well established as the commercialization of space
is a relatively new development and is rapidly evolving. Our estimates for the total addressable markets for satellite launch and data
services are based on a number of internal and third-party estimates, including our contracted revenue and sales pipeline, assumed prices
at which we can offer services, assumed frequency of service, our ability to leverage our current manufacturing and operational processes
and general market conditions. As a result, our estimates of the annual total addressable markets for in-space infrastructure services,
as well as the expected growth rate for the total addressable market for that experience, may prove to be incorrect.
We
are subject to environmental regulation and may incur substantial costs.
We
are subject to federal, state, local and foreign laws, regulations, and ordinances relating to the protection of the environment, including
those relating to emissions to the air, discharges to surface and subsurface waters, safe drinking water, greenhouse gases and the management
of hazardous substances, oils and waste materials. Federal, state, and local laws and regulations relating to the protection of the environment
may require a current or previous owner or operator of real estate to investigate and remediate hazardous or toxic substances or petroleum
product releases at or from the property. Under federal law, generators of waste materials, and current and former owners or operators
of facilities, can be subject to liability for investigation and remediation costs at locations that have been identified as requiring
response actions. Compliance with environmental laws and regulations can require significant expenditures. In addition, we could incur
costs to comply with such current or future laws and regulations, the violation of which could lead to substantial fines and penalties.
We
may have to pay governmental entities or third parties for property damage and for investigation and remediation costs that they incurred
in connection with any contamination at our current and former properties without regard to whether we knew of or caused the presence
of the contaminants. Liability under these laws may be strict, joint and several, meaning that we could be liable for the costs of cleaning
up environmental contamination regardless of fault or the amount of waste directly attributable to us. Even if more than one person may
have been responsible for the contamination, each person covered by these environmental laws may be held responsible for all of the clean-up
costs incurred. Environmental liabilities could arise and have a material adverse effect on our financial condition and performance.
We do not believe, however, that pending environmental regulatory developments in this area will have a material effect on our capital
expenditures or otherwise materially adversely affect its operations, operating costs, or competitive position.
The
COVID-19 pandemic has and could continue to negatively affect various aspects of our business, make it more difficult for us to meet
our obligations to our customers, and result in reduced demand for our products and services, which could have a material adverse effect
on our business, financial condition, results of operations, or cash flows.
In
December 2019, a novel strain of coronavirus was reported to have surfaced in Wuhan, China, and it has since spread throughout other
parts of the world, including the United States. Any outbreak of contagious diseases or other adverse public health developments could
have a material adverse effect on our business operations. These impacts to our operations have included and could again in the future
include disruptions or restrictions on the ability of our employees and customers to travel or our ability to pursue collaborations and
other business transactions, travel to customers and/or conduct live demonstrations of our products, oversee the activities of our third-party
manufacturers and suppliers. We may also be impacted by the temporary closure of the facilities of suppliers, manufacturers, or customers.
In
an effort to halt the outbreak of COVID-19, a number of countries, including the United States, placed significant restrictions on travel
and many businesses announced extended closures. These travel restrictions and business closures have and may in the future adversely
impact our operations locally and worldwide, including our ability to manufacture, market, sell or distribute our products. Such restrictions
and closure have caused or may cause temporary closures of the facilities of our suppliers, manufacturers, or customers. A disruption
in the operations of our employees, suppliers, customers, manufacturers, or access to customers would likely impact our sales and operating
results. We are continuing to monitor and assess the effects of the COVID-19 pandemic on our commercial operations; however, we cannot
at this time accurately predict what effects these conditions will ultimately have on our operations due to uncertainties relating to
the ultimate geographic spread of the virus, the severity of the disease, the duration of the outbreak and speed of vaccinations, and
the length of the travel restrictions and business closures imposed by the governments of impacted countries. In addition, a significant
outbreak of contagious diseases in the human population could result in a widespread health crisis that could adversely affect the economies
and financial markets of many countries, resulting in an economic downturn that could affect demand for our products and likely impact
our operating results.
Changes
in tax laws or regulations may increase tax uncertainty and adversely affect results of our operations and our effective tax rate.
We
are subject to taxes in the United States and certain foreign jurisdictions. Due to economic and political conditions, tax rates in various
jurisdictions, including the United States, may be subject to change. Our future effective tax rates could be affected by changes in
the mix of earnings in countries with differing statutory tax rates, changes in the valuation of deferred tax assets and liabilities
and changes in tax laws or their interpretation. In addition, we may be subject to income tax audits by various tax jurisdictions. Although
we believe our income tax liabilities are reasonably estimated and accounted for in accordance with applicable laws and principles, an
adverse resolution by one or more taxing authorities could have a material impact on the results of our operations. Further, we may be
unable to utilize our net operating losses in the event a change in control is determined to have occurred.
Our
Chief Executive Officer, Carol Craig, is also the Chief Executive Officer of CTC, our principal stockholder, and may allocate her time
to such other business thereby causing conflicts of interest in her determination as to how much time to devote to our affairs.
Our
Chief Executive Officer, Carol Craig, is also the Chief Executive Officer of CTC and may not commit her full time to our affairs, which
may result in a conflict of interest in allocating her time between our business and the other business. Ms. Craig spends approximately
50 hours per week working for us. Furthermore, our Chief Executive Officer is not obligated to contribute any specific number of her
or his hours per week to our affairs. If other business affairs require our Chief Executive Officer to devote more amounts of time to
other affairs, including the business of CTC, it could limit her ability to devote time to our affairs and could have a negative impact
on our ability to implement our plan of operation.
If
we fail to comply with the rules under the Sarbanes-Oxley Act of 2002 related to accounting controls and procedures in the future, or,
if we discover additional material weaknesses and other deficiencies in our internal control and accounting procedures, our stock price
could decline significantly and raising capital could be more difficult. Our management determined that our disclosure controls and procedures
and internal controls were ineffective as of December 31, 2021, and if they continue to be ineffective could result in material misstatements
in our financial statements.
If
we fail to comply with the rules under the Sarbanes-Oxley Act of 2002 related to disclosure controls and procedures in the future, or,
if we discover material weaknesses and other deficiencies in our internal control and accounting procedures, our stock price could decline
significantly and raising capital could be more difficult. Section 404 of the Sarbanes-Oxley Act requires annual management assessment
of the effectiveness of our internal control over financial reporting. As of December 31, 2021, our management has determined that we
had a material weakness in our control environment with respect to inadequate segregation of duties in our accounting and financial reporting
functions due to not having enough personnel in our accounting and financial reporting functions. If additional material weaknesses or
significant deficiencies are discovered or if we otherwise fail to achieve and maintain the adequacy of our internal control, we may
not be able to ensure that we can conclude on an ongoing basis that we have effective internal controls over financial reporting in accordance
with Section 404 of the Sarbanes-Oxley Act. Moreover, effective internal controls are necessary for us to produce reliable financial
reports and are important to helping prevent financial fraud. If we cannot provide reliable financial reports or prevent fraud, our business
and operating results could be harmed, investors could lose confidence in our reported financial information, and the trading price of
our Class A common stock could drop significantly.
Risks
Related to our Relationship with Craig Technical Consulting, Inc.
CTC
controls the direction of our business, and the concentrated ownership of our common stock will prevent you and other stockholders from
influencing significant decisions.
As
of July 31, 2022, CTC owns a 93.6% of the economic interest and voting power of our outstanding common stock. As long as
CTC beneficially controls a majority of the voting power of our outstanding Class B Common Stock, it will generally be able to determine
the outcome of all corporate actions requiring stockholder approval, including the election and removal of directors. Even if CTC were
to control less than a majority of the voting power of our outstanding Class B Common Stock, it may influence the outcome of such corporate
actions so long as it owns a significant portion of our Class B Common Stock. If CTC continues to hold its shares of our Class B Common
Stock, it could remain our controlling stockholder for an extended period of time or indefinitely.
We
may be a “controlled company” within the meaning of the Nasdaq rules and, as a result, may qualify for, and may rely on,
exemptions from certain corporate governance requirements that provide protection to stockholders of other companies.
As
a result of the concentration of ownership of our outstanding common stock, we may be a “controlled company” within the meaning
of the corporate governance standards of the Nasdaq rules. Under these rules, a listed company of which more than 50% of the voting power
is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate
governance requirements.
As
a controlled company, we may rely on certain exemptions from the Nasdaq standards that may enable us not to comply with certain Nasdaq
corporate governance requirements if CTC continues to control a majority of the voting power of our outstanding common stock. Accordingly,
you may not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements
of The Nasdaq Capital Market.
The
ownership by our Chief Executive Officer of shares of CTC common stock may create, or may create the appearance of, conflicts of interest.
The
ownership by our Chief Executive Officer of shares of CTC common stock may create, or may create the appearance of, conflicts of interest.
Ownership by our Chief Executive Officer of common stock of CTC, creates, or, may create the appearance of, conflicts of interest when
she is faced with decisions that could have different implications for CTC than the decisions have for us. Our Chief Executive Officer
has agreed to recuse herself with respect to voting on any matter coming before either CTC’s or our board of directors related
to our relationship with CTC, although she will still be permitted to participate in discussions and negotiations. Any perceived conflicts
of interest resulting from investors questioning the independence of our management or the integrity of corporate governance procedures
may materially affect our stock price.
Risks
Related to Our Class A Common Stock
We
are currently listed on The Nasdaq Capital Market. If we are unable to maintain listing of our securities on Nasdaq or any stock exchange,
our stock price could be adversely affected and the liquidity of our stock and our ability to obtain financing could be impaired and
it may be more difficult for our stockholders to sell their securities.
Although
our Class A Common Stock is currently listed on The Nasdaq Capital Market, we may not be able to continue to meet the exchange’s
minimum listing requirements or those of any other national exchange. If we are unable to maintain listing on Nasdaq or if a liquid market
for our Class A Common Stock does not develop or is sustained, our Class A Common Stock may remain thinly traded.
The
listing rules of Nasdaq require listing issuers to comply with certain standards in order to remain listed on its exchange. If, for any
reason, we should fail to maintain compliance with these listing standards and Nasdaq should delist our securities from trading on its
exchange and we are unable to obtain listing on another national securities exchange, a reduction in some or all of the following may
occur, each of which could have a material adverse effect on our stockholders:
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the
liquidity of our Class A Common Stock; |
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the
market price of our Class A Common Stock; |
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our
ability to obtain financing for the continuation of our operations; |
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the
number of institutional and general investors that will consider investing in our Class A Common Stock; |
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the
number of investors in general that will consider investing in our Class A Common Stock; |
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the
number of market makers in our Class A Common Stock; |
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the
availability of information concerning the trading prices and volume of our Class A Common Stock; and |
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the
number of broker-dealers willing to execute trades in shares of our Class A Common Stock. |
The
dual-class structure of our common stock as contained in our amended and restated certificate of incorporation, as amended, has the effect
of concentrating voting control with those stockholders who held our Class B Common Stock prior to our initial public offering. This
ownership will limit or preclude your ability to influence corporate matters, including the election of directors, amendments of our
organizational documents, and any merger, consolidation, sale of all or substantially all of our assets, or other major corporate transactions
requiring stockholder approval, and that may adversely affect the trading price of our Class A Common Stock.
Our
Class B Common Stock has ten votes per share, and our Class A Common Stock, which is the stock that we sold in our initial public offering,
has one vote per share. CTC holds all of the issued and outstanding shares of our Class B Common Stock, representing approximately 93.6%
of the voting power of our outstanding capital stock. In addition, because of the ten-to-one voting ratio between our Class B and
Class A Common Stock, the holder of our Class B Common Stock could continue to control a majority of the combined voting power of our
common stock and therefore control all matters submitted to our stockholders for approval until converted by our Class B Common stockholder.
This concentrated control may limit or preclude your ability to influence corporate matters for the foreseeable future, including the
election of directors, amendments of our organizational documents and any merger, consolidation, sale of all or substantially all of
our assets or other major corporate transactions requiring stockholder approval. In addition, this concentrated control may prevent or
discourage unsolicited acquisition proposals or offers for our capital stock that you may feel are in your best interest as one of our
stockholders. As a result, such concentrated control may adversely affect the market price of our Class A Common Stock.
Future
transfers by holders of Class B Common Stock will generally result in those shares converting to Class A Common Stock, subject to limited
exceptions as specified in our amended and restated certificate of incorporation, such as transfers to family members and certain transfers
effected for estate planning purposes. The conversion of Class B Common Stock to Class A Common Stock will have the effect, over time,
of increasing the relative voting power of those holders of Class B Common Stock who retain their shares in the long term. As a result,
it is possible that one or more of the persons or entities holding our Class B Common Stock could gain significant voting control as
other holders of Class B Common Stock sell or otherwise convert their shares into Class A Common Stock.
We
cannot predict the effect our dual-class structure may have on the market price of our Class A Common Stock.
We
cannot predict whether our dual-class structure will result in a lower or more volatile market price of our Class A Common Stock, adverse
publicity or other adverse consequences. For example, certain index providers have announced and implemented restrictions on including
companies with multiple-class share structures in certain of their indices. In July 2017, FTSE Russell announced that it would require
new constituents of its indices to have greater than 5% of the company’s voting rights in the hands of public stockholders, and
S&P Dow Jones announced that it would no longer admit companies with multiple-class share structures to certain of its indices. Affected
indices include the Russell 2000 and the S&P 500, S&P MidCap 400 and S&P SmallCap 600, which together make up the S&P
Composite 1500. Also in 2017, MSCI, a leading stock index provider, opened public consultations on its treatment of no-vote and multi-class
structures and temporarily barred new multi-class listings from certain of its indices; however, in October 2018, MSCI announced its
decision to include equity securities “with unequal voting structures” in its indices and to launch a new index that specifically
includes voting rights in its eligibility criteria. Under such announced and implemented policies, the dual-class structure of our common
stock would make us ineligible for inclusion in certain indices and, as a result, mutual funds, exchange-traded funds and other investment
vehicles that attempt to passively track those indices would not invest in our Class A Common Stock. These policies are relatively new
and it is unclear what effect, if any, they will have on the valuations of publicly-traded companies excluded from such indices, but
it is possible that they may adversely affect valuations, as compared to similar companies that are included. Due to the dual-class structure
of our common stock, we will likely be excluded from certain indices and we cannot assure you that other stock indices will not take
similar actions. Given the sustained flow of investment funds into passive strategies that seek to track certain indices, exclusion from
certain stock indices would likely preclude investment by many of these funds and could make our Class A Common Stock less attractive
to other investors. As a result, the market price of our Class A Common Stock could be adversely affected.+
Our
principal stockholders will continue to have significant influence over the election of our board of directors and approval of any significant
corporate actions, including any sale of the company.
Our
founders, executive officers, directors, and other principal stockholders, in the aggregate, beneficially own a majority of our outstanding
stock. These stockholders currently have, and likely will continue to have, significant influence with respect to the election of our
board of directors and approval or disapproval of all significant corporate actions. The concentrated voting power of these stockholders
could have the effect of delaying or preventing an acquisition of the company or another significant corporate transaction.
We
could be subject to securities class action litigation.
In
the past, securities class action litigation has often been brought against companies following a decline in the market price of their
securities. This risk is especially relevant for us because biotechnology companies have experienced significant share price volatility
in recent years. If we face such litigation, it could result in substantial costs and a diversion of management’s attention and
resources, which could harm our business.
If
securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, the market
price for the shares and trading volume could decline.
The
trading market for our Class A Common Stock will depend in part on the research and reports that securities or industry analysts publish
about us or our business. If research analysts do not establish and maintain adequate research coverage or if one or more of the analysts
who covers us downgrades our Class A Common Stock or publishes inaccurate or unfavorable research about our business, the market price
for our Class A Common Stock would likely decline. If one or more of these analysts cease coverage of our company or fail to publish
reports on us regularly, we could lose visibility in the financial markets, which, in turn, could cause the market price or trading volume
for our common stock to decline.
We
do not expect to pay dividends in the foreseeable future, and you must rely on price appreciation of your shares of Class A Common Stock
for return on your investment.
We
have paid no cash dividends on any class of our stock to date, and we do not anticipate paying cash dividends in the near term. For the
foreseeable future, we intend to retain any earnings to finance the development and expansion of our business, and we do not anticipate
paying any cash dividends on our stock. Accordingly, investors must be prepared to rely on sales of their shares after price appreciation
to earn an investment return, which may never occur. Investors seeking cash dividends should not purchase our shares. Any determination
to pay dividends in the future will be made at the discretion of our board of directors and will depend on our results of operations,
financial condition, contractual restrictions, restrictions imposed by applicable law and other factors our board deems relevant.
We
will incur increased costs as a public company, and our management will be required to devote substantial time to new compliance initiatives
and corporate governance practices.
As
a public company, and particularly after we no longer qualify as an emerging growth company, we will incur significant legal, accounting,
and other expenses that we did not incur previously. The Sarbanes-Oxley Act of 2002 (“SOX”), the Dodd-Frank Wall Street Reform
and Consumer Protection Act, the listing requirements of Nasdaq, and other applicable securities rules and regulations impose various
requirements on U.S. reporting public companies, including the establishment and maintenance of effective disclosure and financial controls
and corporate governance practices. Our management and other personnel will need to devote a substantial amount of time to these compliance
initiatives. Moreover, these rules and regulations will increase our legal and financial compliance costs and will make some activities
more time-consuming and costly. For example, we expect that these rules and regulations may make it more expensive for us to obtain director
and officer liability insurance, which in turn could make it more difficult for us to attract and retain qualified senior management
personnel or members for our board of directors. In addition, these rules and regulations are often subject to varying interpretations,
and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies.
This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure
and governance practices. Pursuant to Section 404 of SOX (“Section 404”), we will be required to furnish a report by our
senior management on our internal control over financial reporting.
While
we remain an emerging growth company, we will not be required to include an attestation report on internal control over financial reporting
issued by our independent registered public accounting firm. To prepare for eventual compliance with Section 404, once we no longer qualify
as an emerging growth company, we will be engaged in a process to document and evaluate our internal control over financial reporting,
which is both costly and challenging. In this regard, we will need to continue to dedicate internal resources, potentially engage outside
consultants and adopt a detailed work plan to assess and document the adequacy of internal control over financial reporting, continue
steps to improve control processes as appropriate, validate through testing that controls are functioning as documented and implement
a continuous reporting and improvement process for internal control over financial reporting. Despite our efforts, there is a risk that
we will not be able to conclude, within the prescribed timeframe or at all, that our internal control over financial reporting is effective
as required by Section 404.
We
are an “emerging growth company,” and the reduced reporting requirements applicable to emerging growth companies may make
our common stock less attractive to investors.
We
are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act (“the JOBS Act”). For
as long as we continue to be an emerging growth company, we may take advantage of exemptions from various reporting requirements that
are applicable to other public companies that are not emerging growth companies, including exemption from compliance with the auditor
attestation requirements of Section 404, reduced disclosure obligations regarding executive compensation and exemptions from the requirements
of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously
approved. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth
anniversary of the closing of our initial public offering, (b) in which we have total annual gross revenue of at least $1.07 billion
or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common stock held by non-affiliates
exceeds $700 million as of the end of our prior second fiscal quarter, and (2) the date on which we have issued more than $1.0 billion
in non-convertible debt during the prior three-year period.
In
addition, under the JOBS Act, emerging growth companies may delay adopting new or revised accounting standards until such time as those
standards apply to private companies. We may elect not to avail ourselves of this exemption from new or revised accounting standards
and, therefore, may be subject to the same new or revised accounting standards as other public companies that are not emerging growth
companies.
We
cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find
our common stock less attractive as a result, there may be a less active trading market for our common stock and our share price may
be more volatile.
Anti-takeover
provisions contained in our certificate of incorporation and bylaws as well as provisions of Delaware law, could impair a takeover attempt.
Our
certificate of incorporation, bylaws and Delaware law contain provisions which could have the effect of rendering more difficult, delaying
or preventing an acquisition deemed undesirable by our board of directors. Our corporate governance documents include provisions:
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authorizing
“blank check” preferred stock, which could be issued by our board of directors without stockholder approval and may contain
voting, liquidation, dividend, and other rights superior to our common stock; |
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limiting
the liability of, and providing indemnification to, our directors and officers; |
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limiting
the ability of our stockholders to call and bring business before special meetings; |
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requiring
advance notice of stockholder proposals for business to be conducted at meetings of our stockholders and for nominations of candidates
for election to our board of directors; |
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controlling
the procedures for the conduct and scheduling of board of directors and stockholder meetings; and |
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providing
our board of directors with the express power to postpone previously scheduled annual meetings and to cancel previously scheduled
special meetings. |
These
provisions, alone or together, could delay or prevent hostile takeovers and changes in control or changes in our management.
As
a Delaware corporation, we are also subject to provisions of Delaware law, including Section 203 of the Delaware General Corporation
law, which prevents some stockholders holding more than 15% of our outstanding common stock from engaging in certain business combinations
without approval of the holders of substantially all of our outstanding common stock.
Any
provision of our certificate of incorporation, bylaws or Delaware law that has the effect of delaying or deterring a change in control
could limit the opportunity for our stockholders to receive a premium for their shares of our Class A common stock and could also affect
the price that some investors are willing to pay for our Class A common stock.
Our
amended and restated certificate of incorporation, as amended, designates the Court of Chancery of the State of Delaware as the sole
and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders’
ability to obtain a favorable judicial forum for disputes with us or our directors, officers, or other employees.
Our
certificate of incorporation requires that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery
of the State of Delaware will, to the fullest extent permitted by law, be the sole and exclusive forum for each of the following:
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any
derivative action or proceeding brought on our behalf; |
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any
action asserting a claim for breach of any fiduciary duty owed by any director, officer, or other employee of ours to the Company
or our stockholders, creditors or other constituents; |
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any
action asserting a claim against us or any director or officer of ours arising pursuant to, or a claim against us or any of our directors
or officers, with respect to the interpretation or application of any provision of, the DGCL, our certificate of incorporation or
bylaws; or |
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any
action asserting a claim governed by the internal affairs doctrine; |
provided,
that, if and only if the Court of Chancery of the State of Delaware dismisses any of the foregoing actions for lack of subject matter
jurisdiction, any such action or actions may be brought in another state court sitting in the State of Delaware.
The
exclusive forum provision is limited to the extent permitted by law, and it will not apply to claims arising under the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), the Securities Act of 1933, as amended (the “Securities Act”),
or for any other federal securities laws which provide for exclusive federal jurisdiction.
Our
Amended and Restated Certificate of Incorporation, as amended, provides that unless we consent in writing to the selection of an alternative
forum, the federal district courts of the United States of America will be the exclusive forum for the resolution of any complaint asserting
a cause of action arising under the Securities Act or the Securities Exchange Act of 1934, as amended. Any person or entity purchasing
or otherwise acquiring any interest in shares of our capital stock are deemed to have notice of and consented to this provision.
Furthermore,
Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all such Securities Act actions. Accordingly,
both state and federal courts have jurisdiction to entertain such claims. To prevent having to litigate claims in multiple jurisdictions
and the threat of inconsistent or contrary rulings by different courts, among other considerations, our second amended and restated certificate
of incorporation provides that the federal district courts of the United States of America will be the exclusive forum for resolving
any complaint asserting a cause of action arising under the Securities Act. While the Delaware courts have determined that such choice
of forum provisions are facially valid, a stockholder may nevertheless seek to bring such a claim arising under the Securities Act against
us, our directors, officers, or other employees in a venue other than in the federal district courts of the United States of America.
In such instance, we would expect to vigorously assert the validity and enforceability of the exclusive forum provisions of our second
amended and restated certificate of incorporation.
Although
we believe this provision benefits us by providing increased consistency in the application of Delaware law in the types of lawsuits
to which it applies, this provision may limit or discourage a stockholder’s ability to bring a claim in a judicial forum that it
finds favorable for disputes with us or our directors, officers, or other employees, which may discourage such lawsuits against us and
our directors, officers and other employees. Alternatively, if a court were to find the choice of forum provision contained in our certificate
of incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action
in other jurisdictions, which could adversely affect our business and financial condition.
We
note that there is uncertainty as to whether a court would enforce the provision and that investors cannot waive compliance with the
federal securities laws and the rules and regulations thereunder. Although we believe this provision benefits us by providing increased
consistency in the application of Delaware law in the types of lawsuits to which it applies, the provision may have the effect of discouraging
lawsuits against our directors and officers.
THE
COMMITTED EQUITY FINANCING
On
August 10, 2022, we entered into the Purchase Agreement and the Registration Rights Agreement with the Selling Stockholder. Under the
Purchase Agreement, from and after the Commencement Date, we will have the right to sell to the Selling Stockholder up to the Total Commitment
of shares of our Class A Common Stock, subject to certain limitations set forth in the Purchase Agreement, from time to time during the
term of the Purchase Agreement. Sales of Class A Common Stock by us to the Selling Stockholder under the Purchase Agreement, and the
timing of any such sales, are solely at our option, and we are under no obligation to sell any securities to the Selling Stockholder
under the Purchase Agreement. In accordance with our obligations under the Registration Rights Agreement, we have filed the registration
statement that includes this prospectus with the SEC to register under the Securities Act the resale by the Selling Stockholder of up
to 9,127,710 shares of Class A Common Stock, consisting of (i) 90,367 Commitment Shares that we issued to the Selling Stockholder
as part of the Commitment Fee and in consideration for its commitment to purchase shares of Class A Common Stock at our election under
the Purchase Agreement, and (ii) up to 9,037,343 shares of Class A Common Stock that we may elect, in our sole discretion, to
issue and sell to the Selling Stockholder under the Purchase Agreement, from time to time from and after the Commencement Date.
We
do not have the right to commence any sales of our Class A Common Stock to the Selling Stockholder under the Purchase Agreement until
the Commencement Date, which is the date on which all of the conditions to the Selling Stockholder’s purchase obligation set forth
in the Purchase Agreement have initially been satisfied, including that the registration statement that includes this prospectus be declared
effective by the SEC. From and after the Commencement Date, we will have the right, but not the obligation, from time to time at our
sole discretion over the 24-month period beginning on the Commencement Date, to direct the Selling Stockholder to purchase up to a specified
maximum amount of shares of Class A Common Stock in one or more Purchases and Intraday Purchases as set forth in the Purchase Agreement,
by timely delivering a written Purchase Notice for each Purchase, and timely delivering a written Intraday Purchase Notice for each Intraday
Purchase, if any, to the Selling Stockholder in accordance with the Purchase Agreement on any trading day we select as the Purchase Date
therefor, so long as (i) the closing sale price of our Class A Common Stock on the trading day immediately prior to such Purchase
Date is not less than the Threshold Price and (ii) all shares of Class A Common Stock subject to all prior Purchases and all prior
Intraday Purchases effected by us under the Purchase Agreement have been received by the Selling Stockholder prior to the time we deliver
such notice to the Selling Stockholder.
From
and after Commencement, the Company will control the timing and amount of any sales of Class A Common Stock to the Selling Stockholder.
Actual sales of shares of our Class A Common Stock to the Selling Stockholder under the Purchase Agreement will depend on a variety of
factors to be determined by us from time to time, including, among other things, market conditions, the trading price of our Class A
Common Stock and determinations by us as to the appropriate sources of funding for our company and its operations.
Under
the applicable Nasdaq rules, in no event may we issue to the Selling Stockholder under the Purchase Agreement shares of Class A Common
Stock in excess of the Exchange Cap, which is 3,373,121 shares of Class A Common Stock (such number of shares equal to 19.99%
of the sum of shares of Class A Common Stock and shares of our Class B Common Stock, in each case, issued and outstanding immediately
prior to the execution of the Purchase Agreement), unless (i) we obtain stockholder approval to issue shares of Class A Common Stock
in excess of the Exchange Cap in accordance with applicable Nasdaq rules, or (ii) the average price per share paid by the Selling Stockholder
for all of the shares of Class A Common Stock that we direct the Selling Stockholder to purchase from us pursuant to the Purchase Agreement,
if any, equals or exceeds $3.44 per share (representing the lower of the official closing price of our Class A Common Stock on
Nasdaq on the trading day immediately preceding the date of the Purchase Agreement and the average official closing price of our Class
A Common Stock on Nasdaq for the five consecutive trading days ending on the trading day immediately preceding the date of the Purchase
Agreement, as adjusted pursuant to applicable Nasdaq rules). Moreover, we may not issue or sell any shares of Common Stock to the Selling
Stockholder under the Purchase Agreement which, when aggregated with all other shares of Class A Common Stock then beneficially owned
by the Selling Stockholder and its affiliates (as calculated pursuant to Section 13(d) of the Exchange Act and Rule 13d-3 thereunder),
would result in the Selling Stockholder beneficially owning shares of Class A Common Stock in excess of the Beneficial Ownership Limitation,
which is defined in the Purchase Agreement as 4.99% of the outstanding shares of Class A Common Stock.
The
net proceeds to us from sales that we elect to make to the Selling Stockholder under the Purchase Agreement, if any, will depend on the
frequency and prices at which we sell shares of our stock to the Selling Stockholder. We expect that any proceeds received by us from
such sales to the Selling Stockholder will be used for working capital and general corporate purposes.
Neither
we nor the Selling Stockholder may assign or transfer our respective rights and obligations under the Purchase Agreement or the Registration
Rights Agreement, and no provision of the Purchase Agreement or the Registration Rights Agreement may be modified or waived by us or
the Selling Stockholder.
As
consideration for the Selling Stockholder’s commitment to purchase shares of Class A Common Stock at our direction upon the terms
and subject to the conditions set forth in the Purchase Agreement, upon execution of the Purchase Agreement, we paid the Selling Stockholder
the Commitment Fee equal to 2.0% of the Total Commitment under the Purchase Agreement, consisting of (i) the $300,000 Cash Commitment
Fee” (equal to 1.0% of the Total Commitment under the Purchase Agreement) and (ii) 90,367 Commitment Shares, valued at $3.3198
per Commitment Share (representing the 5-day VWAP immediately prior to execution of the Purchase Agreement and having an aggregate
value equal to 1.0% of the Total Commitment under the Purchase Agreement). In addition, we have agreed to reimburse the Selling Stockholder
for the reasonable legal fees and disbursements of the Selling Stockholder’s legal counsel in an amount not to exceed (i) $75,000
upon our execution of the Purchase Agreement and Registration Rights Agreement and (ii) $5,000 per fiscal quarter, in each case in connection
with the transactions contemplated by this Agreement and the Registration Rights Agreement.
The
Purchase Agreement and the Registration Rights Agreement contain customary representations, warranties, conditions and indemnification
obligations of the parties. Copies of the agreements have been filed as exhibits to the registration
statement that includes this prospectus and are available electronically on the SEC’s website at www.sec.gov.
Purchases
of Class A Common Stock Under the Purchase Agreement
Purchases
From
and after the Commencement Date, we will have the right, but not the obligation, from time to time at our sole discretion over the 24-month
period beginning on the Commencement Date, to direct the Selling Stockholder to purchase a specified number of shares of Class A Common
Stock, not to exceed the applicable Purchase Maximum Amount, in a Purchase under the Purchase Agreement, by timely delivering a written
Purchase Notice to the Selling Stockholder, prior to 9:00 a.m., New York City time, on any trading day we select as the Purchase
Date for such Purchase, so long as:
| ● | the
closing sale price of our Class A Common Stock on the trading day immediately prior to such
Purchase Date is not less than the Threshold Price; and |
| | |
| ● | all
shares of Class A Common Stock subject to all prior Purchases and all prior Intraday Purchases
effected by us under the Purchase Agreement have been received by the Selling Stockholder
prior to the time we deliver such Purchase Notice to the Selling Stockholder. |
The
Purchase Maximum Amount applicable to such Purchase will be equal to the lesser of:
| ● | 1,000,000
shares of Class A Common Stock; and |
| | |
| ● | 20.0%
of the total aggregate number (or volume) of shares of our Class A Common Stock traded on
Nasdaq during the applicable Purchase Valuation Period for such Purchase. |
The
actual number of shares of Class A Common Stock that the Selling Stockholder will be required to purchase in a Purchase, which we refer
to as the Purchase Share Amount, will be equal to the number of shares that we specify in the applicable Purchase Notice, subject to
adjustment to the extent necessary to give effect to the applicable Purchase Maximum Amount and other applicable limitations set forth
in the Purchase Agreement, including the Beneficial Ownership Limitation and, if then applicable, the Exchange Cap.
The
per share purchase price that the Selling Stockholder will be required to pay for the Purchase Share Amount in a Purchase effected by
us pursuant to the Purchase Agreement, if any, will be equal to the VWAP of our Class A Common Stock for the applicable Purchase Valuation
Period on the Purchase Date for such Purchase, less a fixed 3.0% discount to the VWAP for such Purchase Valuation Period. The Purchase
Valuation Period for a Purchase is defined in the Purchase Agreement as the period beginning at the official open (or “commencement”)
of the regular trading session on Nasdaq on the applicable Purchase Date for such Purchase, and ending at the earlier to occur
of:
| ● | 3:59
p.m., New York City time, on such Purchase Date or such earlier time publicly announced by
the trading market as the official close of the regular trading session on such Purchase
Date; and |
| ● | such
time that the total aggregate number (or volume) of shares of Class A Common Stock traded
on Nasdaq during such Purchase Valuation Period reaches the applicable Purchase Share Volume
Maximum for such Purchase, which will be determined by dividing (a) the applicable Purchase
Share Amount for such Purchase, by (b) 0.20. |
Under
the Purchase Agreement, for purposes of calculating the volume of shares of Class A Common Stock traded during a Purchase Valuation Period,
including for purposes of determining whether the applicable Purchase Share Volume Maximum for a Purchase has been reached, and for purposes
of calculating the VWAP of our Class A Common Stock for the applicable Purchase Valuation Period, the following transactions, to the
extent they occur during such Purchase Valuation Period, are excluded: (x) the opening or first purchase of Class A Common Stock at or
following the official open of the regular trading session on Nasdaq on the applicable Purchase Date for such Purchase, (y) the last
or closing sale of Class A Common Stock at or prior to the official close of the regular trading session on Nasdaq on the applicable
Purchase Date for such Purchase, and (z) all trades of Class A Common Stock on Nasdaq during such Purchase Valuation Period at a price
below the applicable Minimum Price Threshold for such Purchase specified by us in the Purchase Notice for such Purchase, or if we do
not specify a Minimum Price Threshold in such Purchase Notice, the Minimum Price Threshold for such Purchase will be a price equal to
75.0% of the closing sale price of the Class A Common Stock on the trading day immediately prior to the applicable Purchase Date for
such Purchase.
Intraday
Purchases
In
addition to the regular Purchases described above, after the Commencement, we will also have the right, but not the obligation, subject
to the continued satisfaction of the conditions set forth in the Purchase Agreement, to direct the Selling Stockholder to purchase, on
any trading day we select as the Purchase Date therefor (including the same Purchase Date on which an earlier regular Purchase was effected
by us (as applicable), although we are not required to effect an earlier regular Purchase on such Purchase Date in order to effect an
Intraday Purchase on such Purchase Date), a specified number of shares of Class A Common Stock, not to exceed the applicable Intraday
Purchase Maximum Amount, in an Intraday Purchase under the Purchase Agreement, by timely delivering a written Intraday VWAP Purchase
Notice to the Selling Stockholder, after 10:00 a.m., New York City time (and after the Purchase Valuation Period for any prior regular
Purchase (if any) and the Intraday Purchase Valuation Period for the most recent prior Intraday Purchase effected on the same Purchase
Date (if any) have ended), and prior to 3:30 p.m., New York City time, on such Purchase Date, so long as:
| ● | the
closing sale price of our Class A Common Stock on the trading day immediately prior to such
Purchase Date is not less than the Threshold Price; and |
| | |
| ● | all
shares of Class A Common Stock subject to all prior Purchases and all prior Intraday Purchases
effected by us under the Purchase Agreement have been received by the Selling Stockholder
prior to the time we deliver such Intraday Purchase Notice to the Selling Stockholder. |
The
Intraday Purchase Maximum Amount applicable to such Intraday Purchase will be equal to the lesser of:
| ● | 1,000,000
shares of Class A Common Stock; and |
| | |
| ● | 20.0%
of the total aggregate number (or volume) of shares of our Class A Common Stock traded on
Nasdaq during the applicable Intraday Purchase Valuation Period for such Intraday Purchase. |
The
actual number of shares of Class A Common Stock that the Selling Stockholder will be required to purchase in an Intraday Purchase, which
we refer to as the Intraday Purchase Share Amount, will be equal to the number of shares that we specify in the applicable Intraday Purchase
Notice, subject to adjustment to the extent necessary to give effect to the applicable Intraday Purchase Maximum Amount and other applicable
limitations set forth in the Purchase Agreement, including the Beneficial Ownership Limitation and, if then applicable, the Exchange
Cap.
The
per share purchase price that the Selling Stockholder will be required to pay for the Intraday Purchase Share Amount in an Intraday Purchase
effected by us pursuant to the Purchase Agreement, if any, will be calculated in the same manner as in the case of a regular Purchase,
except that the VWAP used to determine the purchase price for the Intraday Purchase Share Amount to be purchased in an Intraday Purchase
will be equal to the VWAP for the applicable Intraday
Purchase Valuation Period on the Purchase Date for such Intraday Purchase, less a fixed 3.0% discount to the VWAP for such Intraday Purchase
Valuation Period. The Intraday Purchase Valuation Period for an Intraday Purchase is defined in
the Purchase Agreement as the period during the regular trading session on Nasdaq on such
Purchase Date, beginning at the latest to occur of:
| ● | such
time of confirmation of the Selling Stockholder’s receipt of the applicable Intraday
Purchase Notice; |
| ● | such
time that the Purchase Valuation Period for any prior regular Purchase effected on the same
Purchase Date (if any) has ended; and |
| ● | such
time that the Intraday Purchase Valuation Period for the most recent prior Intraday Purchase
effected on the same Purchase Date (if any) has ended, |
and
ending at the earlier to occur of:
| ● | 3:59
p.m., New York City time, on such Purchase Date or such earlier time publicly announced by
the trading market as the official close of the regular trading session on such Purchase
Date; and |
| ● | such
time that the total aggregate number (or volume) of shares of Class A Common Stock traded
on Nasdaq during such Intraday Purchase Valuation Period reaches the applicable Intraday
Purchase Share Volume Maximum for such Intraday Purchase, which will be determined by dividing
(a) the applicable Intraday Purchase Share Amount for such Intraday Purchase, by (b) 0.20. |
As with regular Purchases,
for purposes of calculating the volume of shares of Class A Common Stock traded during an Intraday Purchase Valuation Period, including
for purposes of determining whether the applicable Intraday Purchase Share Volume Maximum for an Intraday Purchase has been reached,
and for purposes of calculating the VWAP of our Class A Common Stock for the applicable Intraday Purchase Valuation Period, the following
transactions, to the extent they occur during such Intraday Purchase Valuation Period, are excluded: (x) the opening or first purchase
of Class A Common Stock at or following the official open of the regular trading session on Nasdaq on the applicable Purchase Date for
such Intraday Purchase, (y) the last or closing sale of Class A Common Stock at or prior to the official close of the regular trading
session on Nasdaq on the applicable Purchase Date for such Intraday Purchase, and (z) all trades of Class A Common Stock on Nasdaq during
such Intraday Purchase Valuation Period at a price below the applicable Minimum Price Threshold for such Intraday Purchase specified
by us in the Intraday Purchase Notice for such Intraday Purchase, or if we do not specify a Minimum Price Threshold in such Intraday
Purchase Notice, the Minimum Price Threshold for such Intraday Purchase will be a price equal to 75.0% of the closing sale price of the
Class A Common Stock on the trading day immediately prior to the applicable Purchase Date for such Intraday Purchase.
We
may, in our sole discretion, timely deliver multiple Intraday Purchase Notices to the Selling Stockholder prior to 3:30 p.m., New
York City time, on a single Purchase Date to effect multiple Intraday Purchases on such same Purchase Date, provided that the Purchase
Valuation Period for any earlier regular Purchase effected on the same Purchase Date (as applicable) and the Intraday Purchase Valuation
Period for the most recent prior Intraday Purchase effected on the same Purchase Date have ended prior to 3:30 p.m., New York City
time, on such Purchase Date, and so long as all shares of Class A Common Stock subject to all prior Purchases and all prior Intraday
Purchases effected by us under the Purchase Agreement, including those effected earlier on the same Purchase Date (as applicable), have
been received by the Selling Stockholder prior to the time we deliver to the Selling Stockholder a new Intraday Purchase Notice to effect
an additional Intraday Purchase on the same Purchase Date as an earlier regular Purchase (as applicable) and one or more earlier Intraday
Purchases effected on such same Purchase Date.
The
terms and limitations that will apply to each subsequent additional Intraday Purchase effected on the same Purchase Date will be the
same as those applicable to any earlier regular Purchase (as applicable) and any earlier Intraday Purchase effected on the same Purchase
Date as such subsequent additional Intraday Purchase, and the per share purchase price for the shares of Class A Common Stock that we
elect to sell to the Selling Stockholder in each subsequent additional Intraday Purchase effected on the same Purchase Date as an earlier
regular Purchase (as applicable) and/or earlier Intraday Purchase(s) effected on such Purchase Date will be calculated in the same manner
as in the case of such earlier regular Purchase (as applicable) and such earlier Intraday Purchase(s) effected on the same Purchase
Date as such subsequent additional Intraday Purchase, with the exception that the Intraday Purchase Valuation Period for each subsequent
additional Intraday Purchase will begin and end at different times (and may vary in duration) during the regular trading session on such
Purchase Date, in each case as determined in accordance with the Purchase Agreement.
In
the case of Purchases and Intraday Purchases effected by us under the Purchase Agreement, if any, all share and dollar amounts used in
determining the purchase price per share of Class A Common Stock to be purchased by the Selling Stockholder in a Purchase or an Intraday
Purchase (as applicable), or in determining the applicable maximum purchase share amounts or applicable volume or price threshold amounts
in connection with any such Purchase or Intraday Purchase (as applicable), in each case, will be equitably adjusted for any reorganization,
recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction occurring during any period used to
calculate such per share purchase price, maximum purchase share amounts or applicable volume or price threshold amounts.
At
or prior to 5:30 p.m., New York City time, on the applicable Purchase Date for a Purchase and/or Intraday Purchase, the Selling
Stockholder will provide us with a written confirmation for such Purchase and/or Intraday Purchase, as applicable, setting forth the
applicable purchase price (both on a per share basis and the total aggregate purchase price) to be paid by the Selling Stockholder for
the shares of Class A Common Stock purchased by the Selling Stockholder in such Purchase and/or Intraday Purchase, as applicable.
The
payment for, against delivery of, shares of Class A Common Stock purchased by the Selling Stockholder in any Purchase or any Intraday
Purchase under the Purchase Agreement will be fully settled within two (2) trading days immediately following the applicable Purchase
Date for such Purchase or such Intraday Purchase (as applicable), as set forth in the Purchase Agreement.
Conditions
Precedent to Commencement and Each Purchase
The
Selling Stockholder’s obligation to accept VWAP Purchase Notices and Intraday VWAP Purchase Notices that are timely delivered by
us under the Purchase Agreement and to purchase shares of our Class A Common Stock in Purchases and Intraday Purchases under the Purchase
Agreement, are subject to (i) the initial satisfaction, at the Commencement, and (ii) the satisfaction, at the applicable “Purchase
Condition Satisfaction Time” (as such terms are defined in the
Purchase Agreement) on the applicable Purchase Date for each Purchase and Intraday Purchase after the Commencement Date, of the conditions
precedent thereto set forth in the Purchase Agreement, all of which are entirely outside of the Selling Stockholder’s control,
which conditions including the following:
| ● | the
accuracy in all material respects of the representations and warranties of the Company included
in the Purchase Agreement; |
| ● | the
Company having performed, satisfied and complied in all material respects with all covenants,
agreements and conditions required by the Purchase Agreement to be performed, satisfied or
complied with by the Company; |
| ● | the
registration statement that includes this prospectus (and any one or more additional registration
statements filed with the SEC that include shares of Class A Common Stock that may be issued
and sold by the Company to the Selling Stockholder under the Purchase Agreement) having been
declared effective under the Securities Act by the SEC, and the Selling Stockholder being
able to utilize this prospectus (and the prospectus included in any one or more additional
registration statements filed with the SEC under the Registration Rights Agreement) to resell
all of the shares of Class A Common Stock included in this prospectus (and included in any
such additional prospectuses); |
| ● | the
SEC shall not have issued any stop order suspending the effectiveness of the registration
statement that includes this prospectus (or any one or more additional registration statements
filed with the SEC that include shares of Class A Common Stock that may be issued and sold
by the Company to the Selling Stockholder under the Purchase Agreement) or prohibiting or
suspending the use of this prospectus (or the prospectus included in any one or more additional
registration statements filed with the SEC under the Registration Rights Agreement), and
the absence of any suspension of qualification or exemption from qualification of the Class
A Common Stock for offering or sale in any jurisdiction; |
| ● | FINRA
shall not have provided an objection to, and shall have confirmed in writing that it has
determined not to raise any objections with respect to the fairness and reasonableness of,
the terms and arrangements of the transactions contemplated by the Purchase Agreement and
the Registration Rights Agreement; |
| ● | there
shall not have occurred any event and there shall not exist any condition or state of facts,
which makes any statement of a material fact made in the registration statement that includes
this prospectus (or in any one or more additional registration statements filed with the
SEC that include shares of Class A Common Stock that may be issued and sold by the Company
to the Selling Stockholder under the Purchase Agreement) untrue or which requires the making
of any additions to or changes to the statements contained therein in order to state a material
fact required by the Securities Act to be stated therein or necessary in order to make the
statements then made therein (in the case of this prospectus or the prospectus included in
any one or more additional registration statements filed with the SEC under the Registration
Rights Agreement, in the light of the circumstances under which they were made) not misleading; |
| ● | this
prospectus, in final form, shall have been filed with the SEC under the Securities Act prior
to Commencement, and all reports, schedules, registrations, forms, statements, information
and other documents required to have been filed by the Company with the SEC pursuant to the
reporting requirements of the Exchange Act shall have been filed with the SEC; |
| ● | trading
in the Class A Common Stock shall not have been suspended by the SEC or Nasdaq, or FINRA
the Company shall not have received any final and non-appealable notice that the listing
or quotation of the Class A Common Stock on Nasdaq, shall be terminated on a date certain
(unless, prior to such date, the Class A Common Stock is listed or quoted on any other Eligible
Market, as such term is defined in the Purchase Agreement), and there shall be no suspension
of, or restriction on, accepting additional deposits of the Class A Common Stock, electronic
trading or book-entry services by DTC with respect to the Class A Common Stock; |
| ● | the
Company shall have complied with all applicable federal, state and local governmental laws,
rules, regulations and ordinances in connection with the execution, delivery and performance
of the Purchase Agreement and the Registration Rights Agreement; |
| ● | the
absence of any statute, regulation, order, decree, writ, ruling or injunction by any court
or governmental authority of competent jurisdiction which prohibits the consummation of or
that would materially modify or delay any of the transactions contemplated by the Purchase
Agreement or the Registration Rights Agreement; |
| ● | the
absence of any action, suit or proceeding before any arbitrator or any court or governmental
authority seeking to restrain, prevent or change the transactions contemplated by the Purchase
Agreement or the Registration Rights Agreement, or seeking material damages in connection
with such transactions; |
| ● | all
of the shares of Class A Common Stock that may be issued pursuant to the Purchase Agreement
shall have been approved for listing or quotation on Nasdaq (or if the Class A Common Stock
is not then listed on Nasdaq, then on any Eligible Market), subject only to notice of issuance; |
| ● | no
condition, occurrence, state of facts or event constituting a Material Adverse Effect (as
such term is defined in the Purchase Agreement) shall have occurred and be continuing; |
| ● | the
absence of any bankruptcy proceeding against the Company commenced by a third party, and
the Company shall not have commenced a voluntary bankruptcy proceeding, consented to the
entry of an order for relief against it in an involuntary bankruptcy case, consented to the
appointment of a custodian of the Company or for all or substantially all of its property
in any bankruptcy proceeding, or made a general assignment for the benefit of its creditors;
and |
| ● | the
receipt by the Selling Stockholder of the legal opinions and negative assurances, bring-down
legal opinions and negative assurances, and audit comfort letters as required under the Purchase
Agreement. |
Termination
of the Purchase Agreement
Unless
earlier terminated as provided in the Purchase Agreement, the Purchase Agreement will terminate automatically on the earliest to occur
of:
| ● | the
first day of the month next following the 24-month anniversary of the Commencement Date; |
| ● | the
date on which the Selling Stockholder shall have purchased shares of Class A Common Stock
under the Purchase Agreement for an aggregate gross purchase price equal to $30,000,000; |
| ● | the
date on which the Class A Common Stock shall have failed to be listed or quoted on Nasdaq
or any other Eligible Market; |
| ● | the
30th trading day after the date on which a voluntary or involuntary bankruptcy
proceeding involving our company has been commenced that is not discharged or dismissed prior
to such trading day; and |
| ● | the
date on which a bankruptcy custodian is appointed for all or substantially all of our property,
or we make a general assignment for the benefit of our creditors. |
We
have the right to terminate the Purchase Agreement at any time after Commencement, at no cost or penalty, upon 10 trading days’
prior written notice to the Selling Stockholder. We and the Selling Stockholder may also terminate the Purchase Agreement at any time
by mutual written consent.
the
Selling Stockholder also has the right to terminate the Purchase Agreement upon 10 trading days’ prior written notice to us, but
only upon the occurrence of certain events, including:
| ● | the
occurrence and continuation of a Material Adverse Effect (as such term is defined in the
Purchase Agreement); |
| ● | the
occurrence of a Fundamental Transaction (as such term defined in the Purchase Agreement)
involving our company; |
| ● | if
any registration statement is not filed by the applicable Filing Deadline (as defined in
the Registration Rights Agreement) or declared effective by the SEC by the applicable Effectiveness
Deadline (as defined in the Registration Rights Agreement), or the Company is otherwise in
breach or default in any material respect under any of the other provisions of the Registration
Rights Agreement, and, if such failure, breach or default is capable of being cured, such
failure, breach or default is not cured within 10 trading days after notice of such failure,
breach or default is delivered to us; |
| ● | if
we are in breach or default in any material respect of any of our covenants and agreements
in the Purchase Agreement or in the Registration Rights Agreement, and, if such breach or
default is capable of being cured, such breach or default is not cured within 10 trading
days after notice of such breach or default is delivered to us; |
| ● | the
effectiveness of the registration statement that includes this prospectus or any additional
registration statement we file with the SEC pursuant to the Registration Rights Agreement
lapses for any reason (including the issuance of a stop order by the SEC), or this prospectus
or the prospectus included in any additional registration statement we file with the SEC
pursuant to the Registration Rights Agreement otherwise becomes unavailable to the Selling
Stockholder for the resale of all of the shares of Class A Common Stock included therein,
and such lapse or unavailability continues for a period of 20 consecutive trading days or
for more than an aggregate of 60 trading days in any 365-day period, other than due to acts
of the Selling Stockholder; or |
| ● | trading
in the Class A Common Stock on Nasdaq (or if the Class A Common Stock is then listed on an
Eligible Market, trading in the Class A Common Stock on such Eligible Market) has been suspended
for a period of three consecutive trading days. |
No
termination of the Purchase Agreement by us or by the Selling Stockholder will become effective prior to the fifth trading day immediately
following the date on which any pending Purchase and any pending Intraday Purchase has been fully settled in accordance with the terms
and conditions of the Purchase Agreement, and no termination will affect any of our respective rights and obligations under the Purchase
Agreement with respect to any pending Purchase, any pending Intraday Purchase, the Commitment Shares, the Cash Commitment Fee, and any
fees and disbursements of the Selling Stockholder’s legal counsel in connection with the transactions contemplated by the Purchase
Agreement and the Registration Rights Agreement. Both we and the Selling Stockholder have agreed to complete our respective obligations
with respect to any such pending Purchase and any pending Intraday Purchase under the Purchase Agreement. Furthermore, no termination
of the Purchase Agreement will affect the Registration Rights Agreement, which will survive any termination of the Purchase Agreement.
BUSINESS
Company
Overview
Founded
in 2012, we are a vertically integrated provider of Space-as-a-Service solutions including end-to-end satellite support. The company
combines mission critical hardware manufacturing; multi-disciplinary engineering services; satellite design, manufacture, launch planning,
mission operations and in-orbit support; and space-based data collection with a vision to enable space flight heritage status for new
technologies and deliver data and predictive analytics to both domestic and global customers. We have over ten (10) years of commercial,
military and government manufacturing experience combined with space qualification experience, existing customers and pipeline, and International
Space Station (ISS) heritage hardware.
In
addition, we are building a Multi-Mission Satellite constellation using our hybrid 3D printed multipurpose satellite to provide continuous,
near real-time Earth Observation and Internet-of-Things (IOT) data for the global space economy. We have designed and are manufacturing
LizzieSat (LS) for its LEO satellite constellation operating in diverse orbits (28°-98° inclination, 300-650km altitude) as approved
by the International Telecommunication Union (ITU) in February 2021. LS is expected to begin operations in 2023. Initial launches are
planned via NASA CRS2 program agreement and launch service rideshare contracts. Each LS is 100kg with 20kg dedicated to payloads including
remote sensing instruments. Payloads (Sidus or customer owned) can collect data over multiple Earth based locations, record it onboard,
and downlink via ground passes to Sidus Mission Control Center (MCC) in Merritt Island, FL.
Leveraging
our existing manufacturing operations, flight hardware manufacturing experience and commercial off the shelf subsystem hardware, we believe
we can deliver customer sensors to orbit in months, rather than years. In addition, we intend on delivering high-impact data for insights
on aviation, maritime, weather, space services, earth intelligence and observation, financial technology (Fintech) and the Internet of
Things. While our business has historically been centered on the design and manufacture of space hardware, our expansion into manufacture
of spacecraft as well as on-orbit constellation management services and space data applications has led us to innovating in the area
of space data applications. We continue to patent our products including our satellites, external platforms and other innovations. Our
offerings include a broad area of market sub-segments, such as:
| ● | Subsystems
and components |
| ● | Access
to space through the ISS and commercial launch provider partnership |
Each
of these areas and initiatives addresses a critical component of our cradle-to-grave solution and value proposition for the space economy
as a Space-as-a-Service company. The majority of our revenues to date have been from our space
related hardware manufacturing, however, 2022 revenue to date includes revenue related to our multi-mission constellation and our hybrid
3D printed LizzieSat satellite.
We
support a broad range of international and domestic government and commercial companies with its hardware manufacturing including the
Department of State, the Department of Defense, NASA, Collins Aerospace, Lockheed Martin, Teledyne Marine, Bechtel, and L3Harris in areas
that include launch vehicles, satellite hardware, and autonomous underwater vehicles. Planned services that benefit not only current
customers but additional such as Mission Helios include proving out space technologies and delivering space-based data that can provide
critical insight for agriculture, commodities tracking, disaster assessment, illegal trafficking
monitoring, energy, mining, oil and gas, fire monitoring, classification of vegetation, soil moisture, carbon mass, Maritime AIS, Aviation
ADS, weather monitoring, and space services. We plan to own and operate one of the industry’s leading U.S. based low earth
orbit (“LEO”) small satellite (“smallsat” or “smallsats”) constellations. Our operating strategy
is to continue to enhance the capabilities of our satellite constellation, to increase our international and domestic partnerships and
to expand our analytics offerings in order to increase the value we deliver to our customers. Our two operating assets—our satellite
constellation and hardware manufacturing capability—are mutually reinforcing and are a result of years of heritage and innovation.
We
plan to capitalize on a secular market shift away from static/low frequency satellite imaging and geospatial solutions toward on-demand
access of real-time geospatial intelligence. Our strategy is to capitalize on the rapid growth and deployment of millions of low-cost
GPS enabled terrestrial, IoT, and space based sensors to provide data to global customers in near real-time. As we are now entering a
new commercial space age, the number of commercial sensors on orbit has expanded from a handful of large expensive commercial satellites
just a few years ago to now hundreds and in the near future thousands of sensors that will ultimately change the way we see and understand
our world. Our mission is to enable our existing and future customers to prove out new technologies for the space ecosystem rapidly and
at low cost and also have access to space-based data on-demand for any problem set or business need. We believe we can deliver this at
a lower cost than legacy providers due to our vertically integrated cost-efficiencies, capital efficient constellation design, and improved
pricing models with improved data accessibility. We believe the combination of the proven flight heritage and years of industry experience
of a traditional space company with the disruptive innovation of a new space startup such as our 3D printing of spacecraft and focus
on intellectual property makes us very well positioned in the global space economy.
We
are Aerospace Basic Quality System Standard (AS) 9100D certified, International Traffic in Arms (ITAR) registered, and have received
approval of International Telecommunications Union (ITU) spectrum licensing for both X-Band and S-Band frequencies. We filed for X-band
and S-band radio frequencies licensing in February 2021 and were granted approval through a published filing by the ITU on April 4, 2021.
Our filing contains approved spectrum use for multiple X-Band and S-Band frequencies and five different orbital planes. Such licenses
are held through Aurea Alas, Ltd., an Isle of Man company, a related party to Sidus Space. The ITU is the specialized agency responsible
for principles and licensing of the use of orbit and spectrum. Before a satellite can use the spectrum and orbital resources it needs
to fulfil its mission, it requires an associated ‘satellite filing’. The filing is a tool to obtain international recognition
of these resources and it is a critical component to our offering, enabling users to demonstrate, test, and operate new technologies
in space. Additionally, we have filed for a NOAA license related to our initial launch. Any delays in commencing our commercial launch
operations, including due to delays or cost overruns in obtaining NOAA licenses or other regulatory approvals for future operations or
frequency requirements, could adversely impact our results and growth plans.
Located
in Cape Canaveral, Florida, also known as “The Space Coast,” we operate from a 35,000 square foot manufacturing, assembly,
integration, and testing facility and as of July 31, 2022, employ 86 individuals with plans for additional growth over the next year.
We
continually invest in innovative solutions and as of July 31, 2022 have 12 space related patents approved or pending, a portion of which
ownership was transferred to us by our majority shareholder, Craig Technologies, at no charge. Our patented technology includes a print
head for regolith-polymer mixture and associated feedstock; a heat transfer system for regolith; a method for establishing a wastewater
bioreactor environment; vertical takeoff and landing pad and interlocking pavers to construct same; and high-load vacuum chamber motion
feedthrough systems and methods. Regolith is a blanket of unconsolidated, loose, heterogeneous superficial deposits covering solid rock.
It includes dust, broken rocks, and other related materials and is present on Earth, the Moon, Mars, some asteroids, and other terrestrial
planets and moons. We continue to patent our products including our satellites, external platforms and other innovations.
Our
Growth Strategies
We
are focused on empowering end users, developers, channel partners and the organizations they serve to quickly and easily access and integrate
real-time geospatial intelligence into their daily operations and also prove out technologies to further grow the space ecosystem. Our
growth strategy is driven by the following objectives:
Increase
our overall customer base. We are an established heritage aerospace firm that is a part of the political and secular shift towards
space-based data coming from commercial satellite and intelligence providers. We have the opportunity to expand our current customer
base through a combination of direct and indirect sales strategies. We also plan to grow our direct
sales teams and indirect sales channels.
Expand
within our current customer base. As our space-as-as-service offerings grows and delivers results, we expect that our current customers
will increase their spending on our services.
Continue
to penetrate international markets. We have increased our focus on international markets. We
have a current pipeline of prospective small underrepresented international governments and firms that can benefit from our support and
services.
Grow
distribution channels and channel partner ecosystem. We plan to invest in distribution channels and in our relationships with technology
partners, solution providers, strategic global system integrators, solution partners, and value-added-resellers to help us enter into
and expand in new markets while complementing our direct sales efforts. We have also established
a Joint Cooperation and Marketing Agreement with Dhruva, India’s first private space company, to co-market, and sell our services
in other countries.
Growing
our experienced space hardware operations
We
are on track to grow our space and defense hardware operations, with a goal of expanding to two and a half shifts with an increased customer
base in the future. With current customers in space, marine, and defense industries, our contract revenue is growing, and we are in active
discussions with numerous potential customers, including government agencies, large defense contractors and private companies, to add
to our contracted revenue. In the past decade, we have fabricated Ground and Flight products for the NASA SLS Rocket and Mobile Launcher
as well as other Commercial Space and Satellite companies. Customers supported include Boeing, Lockheed Martin, Northrop Grumman, Dynetics/Leidos,
Blue Origin, United Launch Alliance, Collins Aerospace, L3Harris, OneWeb and Space Systems Loral/Maxar. Various products have been manufactured
including fluid, hydraulic and pneumatic systems, electrical control systems, cable harnesses, hardware lifting frames, umbilical plates,
purge and hazardous gas disconnects, frangible bolts, reef cutters, wave guides, customized platforms, and other precision machined and
electrical component parts for all types of Rocket, Ground, Flight and Satellite systems. In June 2022, we were notified that we were
selected as a teammate with Collins Aerospace through the life cycle of the program as a major subcontractor during the period of performance
of the NASA xEVAS contract and other contracts with independent commercial entities. The Exploration Extravehicular Activity Services,
or xEVAS Program is expected to include the design, development, production, hardware processing, and sustainment of an integrated Extravehicular
Activity (EVA) capability that includes a new Spacesuit and ancillary hardware, such as Vehicle Interface Equipment and EVA tools. This
EVA capability is to be provided as a service for the NASA International Space Station (ISS), Artemis Program (Gateway and Human Landing
System), and Commercial Space missions.
Commencing
and Expanding Commercial Satellite Operations
Our
goal is to help customers understand how space-based data can be impactful to day-to-day business. Our strategy includes increasing the
demand downstream by starting out as end user focused. While others are focused on data verticalization strategy specializing on a key
sectors or problem set, we believe that flexibility in production, low-cost bespoke design and ‘Bringing Space Down to Earth’
for consumers will provide a scalable model for growth. We are on track to meet planned milestones for our initial LizzieSat hybrid 3D
printed satellite from the International Space Station, however, regarding our previous disclosure of the launch of our satellite
at the end of 2022, we have recently been informed by NASA that our launch date has moved from Q4 2022 to Q1 2023. There is no expected
impact to production milestones or 2022 revenue as a result of this change. This timeline continues to be dependent on the small satellite
launch vehicle industry, weather and unforeseen launch conditions. Preliminary Design Review (PDR) was successfully completed in Q1 2022. Initial contracts for
the ISS launch were signed in December of 2021 with NASA and Mission Helios, a blockchain company. We are in active discussions with
numerous potential customers, including domestic and international government agencies, for payload hosting and data related to our planned
satellite launches over the next 24 months.
Global
Space Economy Overview
In
recent years, the importance of the space economy has been growing as technological advances in both satellites and supporting terrestrial
technologies have enabled new commercial use cases. These use cases include satellite broadband, remote imaging, Internet-of-Things (“IOT”)/Machine-to-Machine
(“M2M”) communications, defense-related applications, as well as others. As a result, several new and existing operators
have announced new satellite constellations to serve these use cases. Many of these announced constellations will consist of small LEO
satellites rather than large GEO satellites. According to a October 2019 SpaceNews report, SpaceX alone has filed for up to 30,000, and
Amazon and OneWeb have also announced plans to launch a significant number of satellites.
According
to Morgan Stanley research, as reported in February 2021, the $350 billion global space industry could surge to over $1 trillion by 2040.
In addition, Euroconsult expects that over the next decade, the total manufacturing and launch market value for small satellites is expected
to reach $54.2 billion, more than three times the market value over 2011-2020. Although this indicates significant growth, it does not
reflect the four-fold increase in the number of satellites resulting from the rise of cubesats, constellations and the introduction of
low-cost systems for both manufacturing and launch, which will reduce average costs and market value.
Rapid
growth in private investment in the commercial space industry has led to a wave of new companies reinventing major elements of the traditional
space industry, including human spaceflight, satellites, and launch, in addition to unlocking entirely new market segments. Furthermore,
government agencies have realized the value of the private commercial space industry and have become increasingly more supportive and
reliant on private companies to catalyze innovation and advance national space objectives. In the United States, this has been evidenced
by notable policy initiatives and by commercial contractors’ growing share of space activity.
Launch
Market
We
are witnessing a shift in the launch requirements of satellite operators, as the launch industry adjusts to the increasing volume of
launches and the shift from larger satellites to small satellites. According to a study, conducted and published by the NASA Ames Research
Center in 2016, in recent years, the satellite market has been undergoing a major evolution with new space companies replacing the traditional
approach of deploying a few large, complex and costly satellites with a multitude of smaller, less complex and cheaper satellites. This
new approach has created a sharp increase in the number of launched satellites and so the historic trends are no longer representative.
Over the last 5 years, this increase has continued.
The
launch industry’s initial response was the introduction of ridesharing, allowing multiple operators to share the cost of a large
launch vehicle. This, combined with the emergence of new launch vehicles, reduced launch costs and increased access to space for small
satellite operators. However, operators must wait until a particular rideshare is full for their launch. In addition, all small satellites
on a single rideshare are delivered to a single orbital destination. From there, small satellites must either complete a time-consuming
orbit raise to their desired orbit, requiring a significant on-board propulsion system or an in-space shuttle. While in-space shuttling
reduces the need for satellite propulsion capability, shuttles add significant expense and take weeks or months to reach the desired
orbit. The launch market will continue to evolve and we believe that many of these challenges related to desired orbit and timeline will
be resolved and more options will be available to launch small satellites to meet the needs of the small satellite market.
Small
Satellite Market
Another
paradigm shift in the commercial space market is the rise of the small satellite market. Starting in 2018, the space industry began a
dramatic transformation. Demand for large geosynchronous communications satellites dramatically declined as companies prepared to launch
constellations consisting of hundreds or thousands of smaller, less expensive broadband satellites in low and medium Earth orbits. Euroconsult
anticipates that approximately 13,910 satellites <500 kg will be launched in the next ten years, according to the 7th edition of its
small satellite market report released in April 2021. This total represents a 38% increase over the 10,100 satellites that were expected
in its previous edition.
Moreover,
the rise of this market has also created a new market segment in nanosatellites and microsatellites, weighing less than 10 kg and between
10 and 100 kg, respectively. While these satellites can be deployed individually, they can also be operated as part of a constellation,
a large group of satellites interconnected to provide a service, such as the Starlink satellite constellation’s offering of global
internet connectivity. According to Euroconsult’s April 2021 small satellite market report, the next decade will be defined primarily
by the rollout of multiple constellations, which will account for 84% of small satellites, mainly for commercial operators.
The
number of small satellites launched has increased from 39 in 2011 to 1,202 in 2020. In just the period between 2019 to 2020 there has
been over 300% growth going from 289 to 1202. According to a report published in 2021 by Bryce Space & Technology, 40% of all small
satellites launched in last 10 years were launched in 2020.
The
growth in the satellite constellations market is being driven by technological advances in ground equipment, new business models, expanded
funding, and growing demand for high bandwidth and lower latency. Though this satellite constellation remains nascent in maturity, we
anticipate considerable growth over the coming years in the launch industry as companies continue to seek versatile and low-cost ways
to deliver single satellites to specific orbits, deploy their satellite constellations or solve their data needs through the use of existing
space infrastructure. Furthermore, we anticipate the growth of the satellite constellations market to contribute business to our Satellite
Services offerings. LEO satellite constellations have relatively short lifespans on orbit, resulting in a requirement to launch replenishment
satellites every few years and therefore represents a recurring customer revenue stream.
According
to Prospects for the Small Satellite Market - A Euroconsult Report 7th Edition April 2021, small satellites are often viewed by entrepreneurs
as enablers of disruptive business models because of the growing data needs of the digital economy. Rapid, constant improvement of small
satellites from one generation to the next means new capabilities and possibilities may constantly be developed. Further, investment
in the space industry is still accelerating from 2020 and beyond. Vertically-integrated players attract the most funding because it is
believed that in-house capabilities promote efficiencies, savings and flexibility. In the growing small satellite industry, with lower
entry barriers and shorter timeframes, tangible investment opportunities in manufacturing are available. Between 2018 and 2020, start-ups
involved in small satellite integration raised $1.4B (SpaceX excluded) while pure small satellite subsystems manufacturers, $0.2B. Among
integrators, by far the most successful recipients of funding are vertically-integrated players who produce and operate their own constellation
while directly providing service to the end user. Vertical integration becomes especially relevant when there is a recurring production
need (e.g. limited lifetimes, need for cyclical replacements) and when economies of scale are possible. It can also be driven by the
need to secure its supply chain and keeping key differentiators in house, or when no compatible supply is available.
Our
Customers
To
compete effectively in today’s data-driven market environment, organizations of all sizes and industries face a growing need for
timely and affordable geospatial intelligence and analytics. To meet these customer demands, next generation geospatial intelligence
platforms must have the ability to deliver situational awareness, location intelligence, and insights into events and activities as they
are happening. Geospatial intelligence plays an increasingly critical role in decision making for government and commercial organizations.
Our current customer base and end market mix are weighted towards U.S. and international defense and intelligence customers and markets.
We believe there are significant opportunities to expand our imagery and software analytical services, as well as our engineering and
systems integration offerings, to customers both domestically and internationally. In addition, our products and services can benefit
customers in a variety of commercial markets including, but not limited to, energy and utilities, insurance, commodities, mining, manufacturing,
logistics, agriculture, environmental monitoring, disaster and risk management, engineering and construction, and consumer behavior.
Management classifies our customer base predominantly into two categories:
Government:
We sell to multiple U.S. and foreign government agencies that span defense, intelligence, and federal and civilian agencies.
Commercial:
Commercial customers represent a small but important portion of our business to date. We intend to expand and scale our sales to commercial
customers by targeting a wide range of end markets in which we anticipate rapidly growing demand for geospatial intelligence,
including energy and utilities, insurance, mining, manufacturing, agriculture, environmental, engineering and construction, commodities,
and supply chain management. Other areas such as Crop moisture, commodities tracking, disaster assessment, illegal trafficking monitoring,
Energy, mining, oil and gas, fire monitoring, classification of vegetation, soil moisture, carbon mass
Maritime
AIS, Aviation ADS, weather monitoring, and space services.
Our
Products and Services
Space
Services
We
provide the following services to our customers:
Satellite/Space
Hardware Manufacturing
For
over a decade, we have manufactured space-rated and human-rated hardware and components. During this time, we have provided components
and systems for the International Space Station, the Boeing Starliner, NASA’s SLS, Lockheed Martin’s Orion, and several other
programs and customers.
At
a combined 35,000 square-feet, our manufacturing facilities are all encompassing allowing us to vertically integrate and pipeline the
manufacturing process without the need for outsourcing of precision machining, electronics assembly and testing, or 3D printing.
LEO
Launch and Deployment Services
We
strive to become a trusted platform for providing an affordable approach for launch, payload hosting, and deployment services in space.
Our planned diverse range of launch, in-orbit, and deployment platforms is intended to be tailored to complement any mission.
Space-Based
Geospatial Intel, Imagery and Data Analytics
We
anticipate delivering reliable high-impact analytics and insights to international and domestic customers by combining our platform with
multiple imaging and sensor solutions to increase the efficacy and emergence of data. We intend to collect, analyze, enrich, and deliver
data gathered from our custom constellation to provide intelligent analytics to its customers. Our comprehensive data collection is expected
to create a repository of insights for aviation, maritime, weather, space services, earth intelligence and observation, and federal industries
from the ultimate vantage point - space.
Space
Platforms
We
anticipate offering a variety of affordable space platforms which allow our clients to conduct full missions and/or test new technologies
in space at a reduced schedule and cost. Our platforms include:
External
Flight Test Platform (EFTP)
Our
External Flight Test Platform offers multiple industries the opportunity to develop, test, and fly experiments, hardware, materials,
and advanced electronics on the ISS at a reduced cost and schedule. Potential payloads include optical communications, materials, satellite
components, electroplating, and pharmaceutical testing. The EFTP includes integration and delivery to the ISS and has a typical deployment
period of 15 weeks. All payloads can be returned after the mission if requested by the payload provider. Our EFTP is characterized by:
|
● |
Highly
reconfigurable platform |
|
|
|
|
● |
Available
space: 1100 in3 (payloads are NOT required to conform to CubeSat form factors) |
|
|
|
|
● |
Power:
28V connectors (up to 2 available) |
|
|
|
|
● |
Flight
computer available to support a wide array of sensor data |
|
|
|
|
● |
Additive
and traditional manufacturing available to support payload development |
|
|
|
|
● |
Two
left-hand circular polarized (LHCP) spiral antennae available with a frequency band of 2 to 18 GHz (nadir and zenith facing) |
|
|
|
|
● |
GPS
patch antenna option |
LizzieSat™
(LS)
LizzieSat
(LS) is currently in development as a hybrid 3D manufactured Low Earth Orbit (LEO) microsatellite that focuses on rapid, cost-effective
development and testing of innovative spacecraft technologies for multiple customers combined with delivery of space-based data for multiple
industries. LS is planned to combine static component testing and LEO spacecraft development and deployment to provide complete life
cycle services to commercial and government customers for Internal Research & Development (IR&D), data analytics and/or proof
of concept. We anticipate that LS will leverage our in-house low-cost additive manufacturing of satellites using the Markforged X7, an
industrial 3D printer featuring a dual nozzle print system that supports continuous carbon fiber and Kevlar reinforcement, to provide
rapid, agile development of spacecraft due to its modular design.
Controlling
the satellite production process from design through manufacturing enables us to upgrade our satellites during production and also integrate
customer technologies at varying points during the build process. This allows us to continuously improve our satellites’ capabilities
as well as build out and maintain our constellation at a relatively low cost.
SSIKLOPS
(Space Station Integrated Kinetic Launcher for Orbital Payload Systems)
We
provide turnkey services to manage and execute the successful integration and on-orbit operations of satellite payloads using the International
Space Station Integrated Kinetic Launcher for Orbital Payload Systems (SSIKLOPS). SSIKLOPS fills the payload deployment gap between small
CubeSat launchers and major payloads by supporting the Low Earth Orbit (LEO) microsatellite market (up to 116kg). The SSIKLOPS is a mechanism
used to robotically deploy satellites from the ISS and is designed to provide a method to transfer internally stowed satellites to the
external environment.
On
November 5, 2018, we were awarded a 5-year indefinite delivery indefinite quantity contract by NASA to provide services to manage and
perform the work for the successful integration and on-orbit operations of the platform for U.S. government customers with the option
to utilize the platform for commercial efforts as well. Pursuant to the agreement, we are responsible for marketing and operating the
SSIKLOPS as well as sustaining the SSIKLOPS and associated hardware.
Our
offerings include operation, engineering, and manufacturing to provide full life-cycle payload support. SSIKLOPS utilizes NASA’s
ISS resupply vehicles to launch small satellites to the ISS in a controlled pressurized environment in soft stow bags. The satellites
are processed through the ISS pressurized environment by the astronaut crew allowing satellite system diagnostics prior to orbit insertion.
Orbit insertion is achieved through use of the Japanese Aerospace Exploration Agency’s Experiment Module Robotic Airlock (JEM Airlock),
and one of the ISS Robotic Arms. Sidus and SSIKLOPS provide small satellites the infrastructure to be deployed from the ISS into LEO
with minimal technical, environmental, logistical, and cost challenges.
Phoenix
Deployer
Phoenix
is currently in development as a CubeSat deployer utilizing the SSIKLOPS deployment platform to deploy CubeSats from the ISS. Phoenix
offers a low-cost and high availability deployer option for CubeSats within the 3U to 12U range. U refers to the standard ‘Cubesat’
dimensions (Units or “U”) of 10 cm x 10 cm x 10 cm which are used to describe space on spacecraft). We anticipate that Phoenix
will offer:
|
● |
3U
CubeSats (Up to 12) |
|
● |
6U
CubeSats (Up to 6) |
|
● |
12U
CubeSats (Up to 3) |
Aerospace
and Defense Manufacturing Services
Our
manufacturing capabilities combine our design engineering, precision machining, waterjet cutting, and wire harness fabrication experience
to provide the highest quality and performance for mission critical systems.
Precision
Machining and Assembly
Our
growing team of engineers and technicians, combined with state-of-the-art equipment support precision machining, fabrication, and assembly
for prototypes, test articles, one-offs, low-rate initial production up through high volume Swiss screw machining production. We utilize
the latest CNC machining and turning processes to deliver high-quality, complex and on-demand parts for specialized industries including
the space sector.
|
● |
CNC
Swiss Screw Machining |
|
● |
CMM,
VCMM Quality Inspection |
|
● |
EDM
Wire and Waterjet Cutting |
|
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3-D
Printing |
|
● |
Welding |
3D
Printing
From
early-stage product development to functional finished parts, Sidus offers commercial and industrial-grade additive manufacturing solutions.
Our 3D printers enable us to provide rapid manufacturing with industrial micron-level laser scanning accuracy and 50 µm repeatability.
Using Continuous Fiber Fabrication technology, we can produce parts at an enhanced schedule that are stronger than 6061 Aluminum and
40% lighter. Sidus provides internal engineering support to optimize the functional performance, product life cycle, and accuracy of
its customers’ specific 3D printed technology to ensure repeatability and consistency across prints. Our 3D printing capabilities
include:
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Functional
Prototypes and Models |
|
● |
Production
Parts |
|
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End-life
Production |
|
● |
Tool
Development |
|
● |
Patterns
and Molds |
|
● |
Jigs
and Fixtures |
|
● |
Fly-Away
Parts |
Mechanical/Electrical
Assembly and Test
|
● |
Flight/Ground
Cable and Wire Harnesses |
|
● |
Ground
Support Equipment |
|
● |
Manned
Spaceflight Rated Hardware |
|
● |
Satellite
Components |
|
● |
Part
Task Trainer Hardware |
As
part of our 35,000 square foot manufacturing facility, we have a reconfigurable electronics and cable harness fabrication lab with the
necessary equipment, staff and square footage to produce space flight and ground cables and electronic chassis. Our experience and capabilities
include manufacturing, assembly and testing of a wide selection of electrical control cabinet and electronic cabinet modification and
fabrication processes. We have extensive experience assembling electronics, including soldering, crimping, multi-pinned connector terminations,
fusion splicing, molding, potting, and testing.
Certifications
include NASA 8739.4, NASA 8739.5, J STD 001 and IPC A 610. Our IPC-J-STD-001 accredited technicians adhere to NASA work standards KSC-E-165,
KSC-GP-864, KSC-STD-132, all required for NASA 8739.4 credentials with other industry-standard certifications.
Design
Engineering
We
provide quality in-house design engineering services from up-front analysis to integration, assembly, and test. Our ISO 9001:2015 / AS9100D
certified engineering capabilities include the ability to perform initial design concepts or value-add engineering change recommendations
to existing engineering. Our multidisciplinary engineering experience and talent cover a broad spectrum of capabilities, enabling an
even more comprehensive range of projects. Our design engineering capabilities include:
|
● |
Requirements
Definition - Product development and process optimization |
|
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Verification/Validation
(multiple checks and balance) - Meets specification and intended purpose |
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Model
Based Systems Engineering - Use of visual modeling vs document-based information exchange |
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● |
3D
CAD & 2D Engineering Release - Managing, planning, scheduling, and controlling |
|
● |
Test
Procedures and Performance - Meets customer driven requirements |
|
● |
Operations/Maintenance
Manuals - Fully integrated and procedurally driven |
|
● |
System
Integration - Horizontal sub-system integration approach to projects and programs |
|
● |
Design
for Life Cycle Cost & Manufacturing - Incorporation of innovative design manufacturing |
|
● |
Model
Based Data Control - Complex design verification/validation |
|
● |
Finite
Element and Failure Mode & Effects Analysis |
|
● |
Design
for Manufacturability |
Program
Management
We
provide Program and Project Management to help improve project performance and provide oversight of complex projects and contracts through
day-to-day support and expert knowledge. With a business culture that always puts the customer first, we provide dedicated project management
services throughout the lifecycle of our customer’s project or program to ensure the project goes according to schedule. Program
management services include:
|
● |
Supply
chain management |
|
● |
Customer
requirement compliance |
|
● |
Logistics
and configuration management |
|
● |
Resource
and budget control |
|
● |
Schedule |
Customer
/ Market Research
The
need to provide commercial testing capabilities in space has been growing for many years and has become a requirement for many innovating
companies. According to the Prospectus for the Small Satellite Market, 7th Edition released in April of 2021, Euroconsult anticipates
that about 13,910 satellites <500 kg will be launched in the next ten years, according to the 7th edition of its small satellite market
report. This total represents a 38% increase over the 10,100 satellites that were expected in its previous edition. The small satellite
industry is gearing up for significant expansion in terms of capabilities and demand, with the number of satellites to be launched growing
four-fold over 2021-2030, citing growth in manufacturing, launch and operations, and increasing government budgets for space. As the
small satellite market grows, the requirement for rapid flight proven testing is becoming more crucial. Although ground-based testing
is available, it does not provide a mirrored testing environment for spacecraft and subcomponent testing. We intend to address this need
with our Sidus Constellation. Furthermore, customization of the Sidus Constellation with appropriate technology can provide subscription
data and imagery services for customers whose needs prompt consideration for a separate constellation. Currently, our core market corresponds
most directly with satellite manufacturing and offering LEO space-as-a-service solutions. However, we believe our addressable market
can also continue to expand in similar and adjacent industries such as government and defense manufacturing. We have generated space-related
manufacturing revenue since 2012, and we have been generating revenue from our commercial constellation space offering since the first
quarter of 2022 as we continue to finalize customers for LizzieSat-1 (LS-1). LS-1 is currently manifested to be launched from the ISS
utilizing our SSIKLOPS platform which is currently onboard the ISS.
Environmental,
social, and corporate governance
While
Environmental, Social and Governance (ESG) reporting is not mandatory, we are developing an ESG policy that will implement the tracking
of several indicators we believe are critical to ensure we are doing our part to continue sustainable growth and maximize shareholder
value. We have been in business for ten years manufacturing space hardware and components, and in that time, implementation of policies
and processes to mitigate environmental impact have been of upmost importance. Furthermore, since our inception, we have recognized the
value of our employees and have always prioritized employee well-being through facets such as excellent benefits, programs, educational
assistance, and insurance of a safe and healthy work environment. We also understand that our efforts to promote value and well -being
are not limited to our employees. We are committed to the communities we belong to both locally and professionally. We recently started
to formalize this commitment, providing tangible benefits back to the community that supports us.
Environmental
As
the global awareness and importance of environmental sustainability increases, we recognize our duty to implement developments that not
only facilitate the evolution of aerospace solutions, but also promote environmentally conscious protocols yielding measurable results
toward the conservation of our planet. A key component of our focus on sustainability is found in our utilization of in-house 3D printing
technology as a primary manufacturing asset. The development of 3D printing is host to a variety of manufacturing improvements but perhaps
the chief benefits are seen in its reduction of environmental strain. Our LizzieSat constellation will contribute to this reduced impact
as a portion of the satellite bus is 3D printed.
Manufacturing
parts with a 3D printer reduces overall energy consumption and waste, reducing our carbon footprint compared to its predecessor of conventional
machining. Additional benefits include the removal of waste and unnecessary energy associated with conventional machining, often resulting
in the production of more scrapped material per part than the material that part is composed of. While these are the biggest impacts,
the effects to can be seen in smaller scales. Due to the massive reduction in weight 3D printing provides, energy spent using cargo ships
and commercial vehicles for transportation sees a significant decrease. This reduction in weight is accompanied by a reduction in space
requirements for housing the material, cutting out the need for large storage spaces and the energy needed to maintain those facilities.
Looking
toward the future, the potential for exciting developments in the field of sustainability are of upmost importance. These developments
include the use of more biodegradable and/or recycled materials that can be used to manufacture parts and further benefit the environment.
Until these developments occur, we are doing our part through the practice of recycling roughly 5,000 lbs. of metal a year coupled with
the recycling of any used oil and coolant. As technologies continue to advance, we remain dedicated to preserving the Earth and continuing
to evolve with newer technologies as they develop.
Social
We
recognize the importance of our employees, the community with which we are situated as well as the global community. This recognition
has led us to implement a variety of actions that support society from the individual to global scale.
Employee
well-being is at the heart of our commitment to provide a positive impact on all. With our core values being rooted in a familial and
communal structure, we uphold these values by offering our employees excellent benefits, programs, educational assistance, and insurance
of a safe and healthy work environment for all employees. We understand the importance of diversity in the workplace, because it was
built by diversity. Being a service-disabled, veteran-owned, woman-owned, and Hispanic minority-owned business reflects the open and
diverse environment we provide to all who are a part of it.
Community
on all scales is fundamental to our success, and because of that, we are committed to leaving a lasting impact on the community that
supports us. This commitment brought forth Sidus Serves, our way of actively improving life on earth. Community involvement is key to
our culture, and we believe in the power of volunteerism. We actively invest in the communities of our employees’ by supporting
K-12 education, providing military and veteran assistance, environmental stewardship, and volunteering at local non-profit organizations.
We, and our employees are passionate about the improvement of their communities through individual efforts and partnership with local,
regional, and national organizations. We are proud to support local STEM programs and schools in local communities. We are focused on
bridging the gap in the aerospace field by supporting young professional through establishing partnerships with several organizations
dedicated to providing STEM learning opportunities to a diverse array of students.
Governance
Our
governance structure is designed to promote transparency, efficiency, and ethics. Through a qualified and diverse chain of command, we
are confident that our decision making will carry out performance at the highest degree. Our Board of Directors consists of professionals
with strong executive experience, business strategy and leadership skills. Our board consists of 3 independent directors alongside our
CEO and CTO including 2 women.
Sales
and Marketing
We
market our services to both government and commercial customers. Initially we are leveraging our existing relationships to help promote
our expanded service offerings. We believe our executive management team has extensive reach in the space and satellite industry. Our
Chief Sales and Revenue Officer focuses on new business sales, installed client base sales, marketing, and partner strategy.
Our
marketing efforts focus on communicating the benefits of our solutions and educating our customers, the media and analysts about the
advantages of our innovative technology. We strive to raise the awareness of our company, market our products and generate sales leads
through industry events, public relations efforts, marketing materials, social media and our website. Attendance at key industry events
is an important component of our marketing efforts. Our CEO, Carol Craig, has been invited to speak and participate in panel discussions
at industry events and will continue to take advantage of these opportunities to spread awareness of our services. We believe a combination
of these efforts strengthens our brand and may enhance our market position in our industry.
Competition
The
small satellite services industry at-large is highly competitive but has significant barriers to entry, including the cost and difficulty
associated with successfully developing, building, and launching a satellite constellation and obtaining various governmental and regulatory
approvals. In addition to cost, there is a significant amount of lead time associated with obtaining the required licenses, building,
and launching the satellite constellation, and developing and deploying the ground station technology. We currently face substantial
general competition from other service providers that offer a range of space-based data collection options. There are also several competitors
working to develop innovative solutions to compete in this industry.
Our
Competitive Differentiation
We
believe that we are well-positioned to compete with legacy space-based data providers and other emergent providers due to our vertical
integration strategy that combines rapid production with flexible technology insertion points. This approach enables us to address three
primary barriers that have limited the legacy industry in achieving a broader market adoption and penetration including: easy access
to data and information, access to low-cost data, and customized, bespoke response to customer needs. Key elements of our competitive
differentiation include the following:
Low-cost
sensor data capture. Our smallsat constellation is leveraging the disruptive economics of small satellites to enable us to capture
data in a more cost-effective manner than legacy satellite providers. We can deliver our proprietary
geospatial imagery on demand at a lower cost than legacy providers due to our cost-efficiencies, capital efficient constellation
design, and adaptable, disruptive pricing models, among other things, which enables us to expand
our customer base to commercial organizations that have previously been priced out of the geospatial intelligence market.
On-demand
delivery of low-cost geospatial analytics through subscription contracts to commercial customers. Geospatial intelligence and analytics
have generally been prohibitively expensive for many commercial customers, with price points geared towards government end users. Our
constellation is designed to provide our services to commercial customers at a low cost, which
we expect will expand our base of potential customers.
Proprietary,
low-cost smallsat assembly. We design satellites and manufacture our satellites in-house. Controlling the satellite production process
from design through manufacturing enables us to upgrade our satellites during production, integrate customer technologies and data needs
at various points during the entire production cycle and continuously improve our satellites’
capabilities, as well as build out and maintain our optimal constellation size at a relatively low cost.
Our
Intellectual Property
We
continually invest in innovative solutions and as of July 31, 2022 have 12 space related patents approved or pending, which ownership
was transferred to us by our majority shareholder, Craig Technologies, at no charge. Our patented technologies include a print head for
regolith-polymer mixture and associated feedstock for which a notice of allowance was received by us in October 2021; a heat transfer
system for regolith which patent expires in June 2039; a method for establishing a wastewater bioreactor environment which patent expires
in July 2039; vertical takeoff and landing pad and interlocking pavers to construct same which patent expires in April 2039; and high-load
vacuum chamber motion feedthrough systems and methods which patent expires in May 2039.
We
seek to establish and maintain our proprietary rights in our technology and products through a combination of patents, copyrights, trademarks,
trade secrets and contractual rights. We also seek to maintain our trade secrets and confidential information through nondisclosure policies,
the use of appropriate confidentiality agreements and other security measures. We have registered a number of patents and trademarks
in the United States and in other countries and have a number of patent filings pending determination. There can be no assurance, however,
that these rights can be successfully enforced against competitive products in any particular jurisdiction. Although we believe the protection
afforded by our patents, copyrights, trademarks, trade secrets and contracts has value, the rapidly changing technology in the satellite
and wireless communications industries and uncertainties in the legal process make our future success dependent primarily on the innovative
skills, technological expertise and management abilities of our employees rather than on the protections afforded by patent, copyright,
trademark and trade secret laws and contractual rights.
Certain
of our products include software or other intellectual property licensed from third parties. While it may be necessary in the future
to seek or renew licenses relating to various aspects of our products, we believe, based upon past experience and standard industry practice,
that such licenses generally could be obtained on commercially reasonable terms. Nonetheless, there can be no assurance that the necessary
licenses would be available on acceptable terms, if at all.
The
industry in which we compete is characterized by rapidly changing technology, a large number of patents, and frequent claims and related
litigation regarding patent and other intellectual property rights. We cannot assure that our patents and other proprietary rights will
not be challenged, invalidated or circumvented, that others will not assert intellectual property rights to technologies that are relevant,
or that our rights will give us a competitive advantage. In addition, the laws of some foreign countries may not protect our proprietary
rights to the same extent as the laws of the United States.
The
commercial space industry is driven by rapidly changing technologies and innovation, and our success will require significant expenditure
in Research and Development to develop new technologies, services, products, and offerings. Thus far, we have not established a Research
and Development department, nor have we incurred research and development expenses. We do not currently perform formal R&D and instead
we engineer our solutions with additional enhancements and innovations as part of our normal design and engineering efforts. We intend
on setting up a formal Research and Development team in the future so we can more easily streamline our new products and get to market
faster. If we fail to raise adequate funds to develop a robust Research and Development department and strategy, we will likely be unable
to execute on our business plan.
Regulatory
Our
business is subject to extensive rules, regulations, statutes, orders and policies imposed by the government in the United States and
in foreign jurisdictions.
International
Telecommunications Union (ITU)
We
are required to comply with the laws and regulations of, and often obtain approvals from, national and local authorities in connection
with our services. As we expand service to additional countries and regions, we will become subject to additional governmental approvals
and regulations. We will provide a number of services that rely on the use of radio-frequency spectrum, and the provision of such services
is highly regulated. Satellites are to be operated in a manner consistent with the regulations and procedures of the International Telecommunication
Union (“ITU”), a specialized agency of the United Nations, which require the coordination of the operation of satellite systems
in certain circumstances, and more generally are intended to avoid the occurrence of harmful interference among different users of the
radio spectrum.
We
have received approval of International Telecommunications Union (ITU) spectrum licensing for both X-Band and S-Band frequencies. We
filed for X-Band and S-Band Radio Frequencies licensing in February 2021 and were granted approval through a published filing by the
International Telecommunications Union (ITU) on April 4, 2021. The ITU is the specialized agency responsible for principles and licensing
of the use of orbit and spectrum. Before a satellite can use the spectrum and orbital resources it needs to fulfil its mission, it requires
an associated ‘satellite filing’. The filing is a tool to obtain international recognition of these resources.
International
Traffic in Arms Regulations (“ITAR”) and Export Compliance and Controls
Our
business is subject to, and we must comply with, stringent U.S. import and export control laws, including the ITAR process which has
been developed under the jurisdiction of the Department of State and is administered by the Directorate of Defense Trade Controls (DDTC)
and Export Administration Regulations (“EAR”) of the Bureau of Industry and Security of the U.S. Department of Commerce.
ITAR generally restricts the export of hardware, software, technical data, and services that have defense or strategic applications.
The EAR similarly regulates the export of hardware, software, and technology that has commercial or “dual-use” applications
(i.e., for both military and commercial applications) or that have less sensitive military or space-related applications that are not
subject to ITAR. The regulations exist to advance the national security and foreign policy interests of the U.S.
The
U.S. government agencies responsible for administering the ITAR and the EAR have significant discretion in the interpretation and enforcement
of these regulations. The agencies also have significant discretion in approving, denying, or conditioning authorizations to engage in
controlled activities. Such decisions are influenced by the U.S. government’s commitments to multilateral export control regimes,
particularly the Missile Technology Control Regime concerning the spaceflight business.
Many
different types of internal controls and measures are required to ensure compliance with such export control rules. In particular, we
are required to maintain registration under ITAR; determine the proper licensing jurisdiction and classification of products, software,
and technology; and obtain licenses or other forms of U.S. government authorizations to engage in activities, including the performance
by foreign persons, related to and who support our spaceflight business. Under ITAR, we must receive permission from the Directorate
of Defense Trade Controls to release controlled technology to foreign person employees and other foreign persons.
Employees/Human
Capital
As
of July 31, 2022, we had 86 employees, all of whom are full-time. We are not party to any collective bargaining agreements. Our workforce
is concentrated in the “Florida Space Coast,” however we are accustomed to working as a cohesive team with remote workers
which should be beneficial as we expand and add employees in different geographical areas nationwide and worldwide. Our management team
is comprised of our CEO and four (4) of her direct reports who, collectively, have management responsibility for our business. Our management
team places significant focus and attention on matters concerning our human capital assets, particularly our diversity, capability development,
and succession planning. Accordingly, we regularly review employee development and succession plans for each of our functions to identify
and develop our pipeline of talent.
Facilities
Our
corporate headquarters is located at 150 N. Sykes Creek Parkway, Suite 200 Merritt Island, Florida 32953. We occupy facilities totaling
approximately 3500 square feet under a sublease from Craig Technical Consulting, Inc., a principal stockholder and an entity owned and
controlled by our Chief Executive Officer, Carol Craig, pursuant to a commercial sublease agreement (the “Lease Agreement”),
dated August 1, 2021. The Lease Agreement currently has a 2-year term, with no options to renew. We currently pay $4,570.07 per month
plus applicable sales and use tax, which is currently 6.5% in Brevard County. We believe this location is adequate for our current operations
and needs.
In
addition, our manufacturing spaces are located at 175 Imperial Boulevard, Cape Canaveral, FL 32920 and 400 Central Boulevard, Cape Canaveral,
FL 32920. We are under lease agreements with 400 W. Central, LLC for these spaces. The Lease agreements for 175 Imperial Boulevard and
400 W. Central Boulevard currently have concurrent lease terms with one year options that end on May 31, 2024. We pay a combined amount
of $$22,877.75 per month plus applicable sales and use tax, which is currently 6.5% in Brevard County. We have a total of 35,700 square
feet of leased space in these buildings. We believe our manufacturing spaces are adequate for our current operations and will allow for
expected initial growth.
Legal
Proceedings
We
may be involved from time to time in ordinary litigation, negotiation, and settlement matters that will not have a material effect on
our operations or finances. We are not currently party to any material legal proceedings, and we are not aware of any pending or threatened
litigation against us that we believe could have a material adverse effect on our business, operating results, or financial condition.
MANAGEMENT
Directors
and Executive Officers
The
following table sets forth the name, age and position of each of our executive officers and directors as of the date of this prospectus.
Name |
|
Age |
|
Position |
Carol
Craig |
|
54 |
|
Chairwoman
and Chief Executive Officer |
Teresa
Burchfield |
|
59 |
|
Chief
Financial Officer |
Jamie
Adams |
|
58 |
|
Chief
Technology Officer and Director |
Dana
Kilborne |
|
59 |
|
Director |
Cole
Oliver |
|
43 |
|
Director |
Miguel
Valero |
|
58 |
|
Director |
Carol
Craig. Ms. Craig is the founder of our company and has served as our Chief Executive Officer and Chairwoman since 2014. Ms. Craig
is also the founder and Chief Executive Officer of Craig Technical Consulting, Inc., an engineering and technology company since 1999.
Ms. Craig graduated from Knox College with a BA in Computer Science and a BS in Computer Science Engineering from University of Illinois.
She also has a MS degree in Electrical and Computer Engineering from the University of Massachusetts at Amherst. She is currently pursuing
a PhD in Systems Engineering at the Florida Institute of Technology. Carol is a former P-3 Orion Naval Flight Officer and one of the
first women eligible to fly in combat. She has served on over 30 boards that include educational, aerospace and defense industry and
non-profit organizations. Ms. Craig was selected to serve on our board of directors due to her extensive experience in the space industry
and her relationships with key players in commercial space along with her position as CEO.
Teresa
Burchfield. Ms. Burchfield has served as our Chief Financial Officer since April 2022. From April 2021 to October 2021,
Ms. Burchfield was Chief Financial Officer of 4FRONT Solutions, LLC, an electric manufacturing services company. From August 2007 to
April 2020, Ms. Burchfield served in various capacities with Tupperware Brands Corporation. While
with Tupperware, she was the Vice President and Chief Financial Officer for the US & Canada business unit, Vice President and Group
Chief Financial Officer for Europe, Middle East and Africa and the Vice President of Investor Relations. From November 2001 to August
2007, Ms. Burchfield was Vice President and Chief Financial Officer at BeautiControl, a wholly owned subsidiary of Tupperware.
During her career Ms. Burchfield has also managed numerous aspects of business operations, business development, IT and marketing operations,
and as a result she is experienced in product forecasting, purchasing and distribution analytics. Ms. Burchfield also has over 15 years
of experience working in manufacturing environments, providing a strong background in costing and operational efficiencies. Ms. Burchfield
holds a B.S. Degree in Accounting from the University of Central Oklahoma and is a CPA in the state of Oklahoma.
Jamie
Adams. Mr. Adams has served as our Chief Technology Officer since September 2021 and was appointed to our board in December 2021.
Since June 2015, Mr. Adams has worked for Lockheed Martin, most recently focused on strategic research and development in Lockheed Martin’s
Autonomous Systems Group and supported Lockheed Martin’s business areas and mission and fire control (MFC) lines of business programs
developing autonomous systems technology in multiple domains (air, land, sea, and space). He joined Lockheed Martin after a distinguished
career NASA and Boeing. Mr. Adams’ final assignment at NASA was serving as the Associate Division Chief of NASA Johnson Space Center
(JSC) Software, Robotics, and Simulation, Engineering Division.
Dana
Kilborne. Ms. Kilborne was appointed to our board of directors in December 2021. Ms. Kilborne has been the President and CEO
of Cypress Bank & Trust since April 2018 and CEO of Cypress Capital Group since October 2019. She is also a director of both companies.
In 2004, she founded another Florida based community bank as President and CEO and sold the company in January 2018. Ms. Kilborne has
over thirty years of experience in the financial services industry in Florida. She served as a Director of the Federal Reserve Board
of Atlanta Bank, Jacksonville Branch and currently serves on the corporate boards of HealthFirst, Inc., Florida Tech, and NCMIC. She
is past Chair of the Economic Development Commission of the Space Coast, and of Holy Trinity Episcopal Academy, where she was also a
volunteer teacher. She has served on the board of several community organizations including the East Coast Zoological Society, the Advisory
Board of the Bisk College of Business at Florida Tech and many other local not for profit institutions. While in South Florida, she served
on the Downtown Development Authority of West Palm Beach and Rosarian Academy and was awarded the Orchid Award by the mayor of West Palm
Beach for her leadership in the community. Ms. Kilborne was selected to be a director based on her broad background in finance, accounting,
entrepreneurship and governance.
Cole
Oliver. Mr. Oliver was appointed to our board of directors in December 2021. Mr. Oliver has been an equity partner in the law
firm of Rossway Swan Tierney Barry & Oliver since 2010. Prior to beginning in private practice, Mr. Oliver served as a federal law
clerk to The Honorable John Antoon, II, United States District Court Middle District of Florida. Currently, Mr. Oliver sits on the Board
of Directors for Cypress Capital Group and Cypress Bank & Trust. Additionally, Mr. Oliver remains an active member of the community,
currently serving as a Governing Board Member of the St. Johns River Water Management District, a member of the Brevard County Charter
Review Commission, and as the Treasurer of the Board of Directors for the Holy Trinity Episcopal Academy. Previously, Mr. Oliver has
served as the President of the East Coast Zoological Society and as a Member of the Brevard County Economic Development Commission. He
received his B.A. degree from Washington & Lee University as a history major and an MBA with a concentration in finance from Louisiana
State University. Additionally, Mr. Oliver earned his J.D. degree from the University of Florida, graduating magna cum laude and serving
as the Editor in Chief of the Florida Law review. Mr. Oliver was selected to serve on our board of directors due to his extensive legal
experience and his involvement and understanding of the impact of the space industry on local, federal and global economies.
Miguel
Valero. Mr. Valero was appointed to our board of directors in December 2021. Since August 2007, Mr. Valero has been managing
partner with Détente LLC, a strategy and financial advisory firm that focuses on technology associated with telecommunications,
satellites, and space. He has worked for Lockheed Martin, Boeing Satellite Systems (formerly Hughes Communications), and Motorola in
various executive positions. Miguel holds a BSEE in electronics and telecommunications. Miguel was selected to serve on our board of
directors due to his extensive experience in the space industry and his relationships with key players in commercial space.
Family
Relationships
There
are no family relationships among any of our executive officers or directors.
Director
Independence
Our
board of directors has affirmatively determined that each of Dana Kilborne, Cole Oliver and Miguel Valero is an “independent director,”
as defined under the Nasdaq rules.
Controlled
Company Exception
CTC
has, in the aggregate, have more than 50% of the combined voting power for the election of directors. As a result, we are a “controlled
company” within the meaning of the Nasdaq rules and may elect not to comply with certain corporate governance standards, including
that: (i) a majority of our board of directors consists of “independent directors,” as defined under the Nasdaq rules; (ii)
we have a nominating and corporate governance committee that is composed entirely of independent directors with a written charter addressing
the committee’s purpose and responsibilities; (iii) we have a compensation committee that is composed entirely of independent directors
with a written charter addressing the committee’s purpose and responsibilities; and (iv) we perform annual performance evaluations
of the nominating and corporate governance and compensation committees. We do not intend to rely on the foregoing exemptions provided
to controlled companies under the Nasdaq rules. Carol Craig, our Chairwoman and Chief Executive Officer, is the sole owner of CTC. See
“Risk Factors—Risks Related to Our Relationship with Craig Technical Consulting, Inc.” for additional information.
Committees
of Our Board of Directors
Our
board of directors directs the management of our business and affairs, as provided by Delaware law, and conducts its business through
meetings of the board of directors and its standing committees. We will have a standing audit committee and compensation committee. Our
entire board of directors will serve in place of a nominating and corporate governance committee. In addition, from time to time, special
committees may be established under the direction of the board of directors when necessary to address specific issues.
Audit
Committee
Our
audit committee will be responsible for, among other things:
|
● |
Approving
and retaining the independent auditors to conduct the annual audit of our financial statements; |
|
● |
reviewing
the proposed scope and results of the audit; |
|
● |
reviewing
and pre-approving audit and non-audit fees and services; |
|
● |
reviewing
accounting and financial controls with the independent auditors and our financial and accounting staff; |
|
● |
reviewing
and approving transactions between us and our directors, officers and affiliates; |
|
● |
establishing
procedures for complaints received by us regarding accounting matters; |
|
● |
overseeing
internal audit functions, if any; and |
|
● |
preparing
the report of the audit committee that the rules of the SEC require to be included in our annual meeting proxy statement. |
Our
audit committee consists of Dana Kilborne, Cole Oliver and Miguel Valero, with Ms. Kilborne serving as chair. Our board of
directors has affirmatively determined that Ms. Kilborne and Messrs. Oliver and Valero each meet the definition of “independent
director” under the Nasdaq rules, and that they meet the independence standards under Rule 10A-3. Each member of our audit
committee meets the financial literacy requirements of the Nasdaq rules. In addition, our board of directors has determined that Ms.
Kilborne qualifies as an “audit committee financial expert,” as such term is defined in Item 407(d)(5) of Regulation S-K.
Our board of directors will adopt a written charter for the audit committee, which is available on our principal corporate website at
www.sidusspace.com.
Compensation
Committee
Our
compensation committee will be responsible for, among other things:
|
● |
reviewing
and recommending the compensation arrangements for management, including the compensation for our president and chief executive officer; |
|
● |
establishing
and reviewing general compensation policies with the objective to attract and retain superior talent, to reward individual performance
and to achieve our financial goals; |
|
● |
administering
our stock incentive plans; and |
|
● |
preparing
the report of the compensation committee that the rules of the SEC require to be included in our annual meeting proxy statement. |
Our
compensation committee consists of Dana Kilborne, Cole Oliver and Miguel Valero, with Mr. Valero serving as chair. Our board has determined
that Ms. Kilborne and Messrs. Oliver and Valero are independent directors under Nasdaq rules. Our board of directors has adopted a written
charter for the compensation committee, which is available on our principal corporate website at www.sidusspace.com.
Nominating
and Governance
The
members of our nominating and governance committee are Dana Kilborne, Cole Oliver and Miguel Valero. Mr. Oliver serves as the chairperson
of the committee. The nominating and corporate governance committee will assist the board of directors in selecting individuals qualified
to become our directors and in determining the composition of the board and its committees.
The
nominating and corporate governance committee will be responsible for, among other things: (i) identifying and evaluating individuals
qualified to become members of the board by reviewing nominees for election to the board submitted by stockholders and recommending to
the board director nominees for each annual meeting of stockholders and for election to fill any vacancies on the board, (ii) advising
the board with respect to board organization, desired qualifications of board members, the membership, function, operation, structure
and composition of committees (including any committee authority to delegate to subcommittees), and self-evaluation and policies, (iii)
advising on matters relating to corporate governance and monitoring developments in the law and practice of corporate governance, (iv)
overseeing compliance with our code of ethics, and (v) approving any related party transactions.
The
nominating and corporate governance committee’s methods for identifying candidates for election to our board of directors (other
than those proposed by our stockholders, as discussed below) will include the solicitation of ideas for possible candidates from a number
of sources—members of our board of directors, our executives, individuals personally known to the members of our board of directors,
and other research. The nominating and corporate governance committee may also, from time-to-time, retain one or more third-party search
firms to identify suitable candidates.
In
making director recommendations, the nominating and corporate governance committee may consider some or all of the following factors:
(i) the candidate’s judgment, skill, experience with other organizations of comparable purpose, complexity and size, and subject
to similar legal restrictions and oversight; (ii) the interplay of the candidate’s experience with the experience of other board
members; (iii) the extent to which the candidate would be a desirable addition to the board and any committee thereof; (iv) whether or
not the person has any relationships that might impair his or her independence; and (v) the candidate’s ability to contribute to
the effective management of our company, taking into account the needs of our company and such factors as the individual’s experience,
perspective, skills and knowledge of the industry in which we operate.
Code
of Business Conduct and Ethics
We
have adopted a written code of business conduct and ethics that applies to our directors, officers, and employees, including our principal
executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.
A copy of the code is posted on our website, www.sidusspace.com. In addition, we intend to post on our website all disclosures
that are required by law or the Nasdaq rules concerning any amendments to, or waivers from, any provision of the code.
Limitations
on Liability and Indemnification Matters
Our
Amended and Restated Certificate of Incorporation, as amended, contains provisions that limit the liability of our current and former
directors for monetary damages to the fullest extent permitted by Delaware law. Delaware law provides that directors of a corporation
will not be personally liable for monetary damages for any breach of fiduciary duties as directors, except liability for:
|
● |
any
breach of the director’s duty of loyalty to the corporation or its stockholders; |
|
● |
any
act or omission not in good faith or that involves intentional misconduct or a knowing violation of law; |
|
● |
unlawful
payments of dividends or unlawful stock repurchases, or redemptions as provided in Section 174 of the Delaware General Corporation
Law; or |
|
● |
any
transaction from which the director derived an improper personal benefit. |
This
limitation of liability does not apply to liabilities arising under federal securities laws and does not affect the availability of equitable
remedies such as injunctive relief or rescission.
Our
Amended and Restated Certificate of Incorporation, as amended, provides that we are authorized to indemnify our directors and officers
to the fullest extent permitted by Delaware law. Our Amended and Restated Bylaws provide that we are required to indemnify our directors
and executive officers to the fullest extent permitted by Delaware law. Our Amended and Restated Bylaws will also provide that, upon
satisfaction of certain conditions, we are required to advance expenses incurred by a director or executive officer in advance of the
final disposition of any action or proceeding, and permit us to secure insurance on behalf of any officer, director, employee or other
agent for any liability arising out of his or her actions in that capacity regardless of whether we would otherwise be permitted to indemnify
him or her under the provisions of Delaware law. Our Amended and Restated Bylaws will also provide our board of directors with discretion
to indemnify our other officers and employees when determined appropriate by our board of directors. We expect to enter into agreements
to indemnify our directors, executive officers and other employees as determined by the board of directors. With certain exceptions,
these agreements provide for indemnification for related expenses, including, among other things, attorneys’ fees, judgments, fines,
and settlement amounts incurred by any of these individuals in any action or proceeding. We believe that these provisions and agreements
are necessary to attract and retain qualified persons as directors and officers. We also maintain customary directors’ and officers’
liability insurance.
The
limitation of liability and indemnification provisions in our Amended and Restated Certificate of Incorporation, as amended, and Amended
and Restated Bylaws may discourage stockholders from bringing a lawsuit against our directors for breach of their fiduciary duty. They
may also reduce the likelihood of derivative litigation against our directors and officers, even though an action, if successful, might
benefit us and other stockholders. Further, a stockholder’s investment may be adversely affected to the extent that we pay the
costs of settlement and damage awards against directors and officers as required by these indemnification provisions. At present, there
is no pending litigation or proceeding involving any of our directors, officers or employees for which indemnification is sought, and
we are not aware of any threatened litigation that may result in claims for indemnification.
EXECUTIVE
AND DIRECTOR COMPENSATION
Summary
Compensation Table
The
following table provides certain summary information concerning compensation awarded to, earned by or paid to our Principal Executive
Officer and our other highest paid executive officers whose total annual salary and bonus exceeded $100,000 (collectively, the “named
executive officers”) for fiscal year 2021.
Name
and Principal Position | |
Year | | |
Salary
($) | | |
All
Other Compensation ($) | | |
Total
($) | |
| |
| | |
| | |
| | |
| |
Carol
Craig | |
| 2021 | | |
$ | 31,519 | (1) | |
| - | | |
$ | 31,519 | |
President
& Chief Executive Officer | |
| | | |
| | | |
| | | |
| | |
(1) |
Carol
Craig, our founder and CEO, waived salary compensation from inception through December 31, 2020. On September 15, 2021, Ms. Craig
began receiving compensation in the amount of $125,000 per year. |
Outstanding
Equity Awards at December 31, 2021
There
were no equity awards held by our named executive officer[s] as of December 31, 2021.
Non-Employee
Director Compensation
We
did not compensate our non-employee directors for their service during the fiscal year ended December 31, 2021.
We
plan to compensate our non-employee directors for their service to the Company.
Employment
Agreements
In
December 2021, we entered into an employment agreement with Ms. Craig, pursuant to which Ms. Craig serves as our Founder and Chief Executive
Officer. Ms. Craig’s employment agreement provides for an annual base salary of $125,000 and provides that Ms. Craig will be eligible
for an annual discretionary bonus, with a target equal to 100% of her base salary, based on the achievement of certain performance objectives
established by our Board of Directors. Ms. Craig’s employment agreement contains standard non-competition and non-solicitation
provisions. Ms. Craig is also eligible to receive additional equity-based compensation awards as the Company may grant from time to time.
Ms. Craig’s employment agreement further provides for standard expense reimbursement, vacation time and other standard executive
benefits.
Pursuant
to Ms. Craig’s employment agreement, in the event her employment is terminated without cause, due to a non-renewal by the Company,
or if she resigns for “good reason” (in each case, other than within twelve (12) months following a change in control), Ms.
Craig is entitled to (i) a cash payment equal to five (5) times the sum of her (x) annual base salary and (y) target bonus in effect
on her last day of employment; (ii) continuation of health benefits for a period of 24 months; (iii) a lump sum payment equal to the
amount of any annual bonus earned with respect to a prior fiscal year, but unpaid as of the date of termination; (iv) a lump sum payment
equal to the amount of annual bonus that was accrued through the date of termination for the year in which employment ends; and (v) subject
to Ms. Craig’s compliance with her restrictive covenants, the outstanding and unvested portion of any time-vesting equity award
that would have vested during the one (1) year period following Ms. Craig’s termination had she remained an employee shall automatically
vest upon his termination date.
In
the event that Ms. Craig’s employment is terminated due to her death or disability, she will be entitled to receive (i) a lump
sum payment equal to the amount of any annual bonus earned with respect to a prior fiscal year, but unpaid as of the date of termination;
(ii) a lump sum payment equal to the amount of annual bonus that was accrued for the year in which employment ends; and (iii) the acceleration
and vesting in full of any then outstanding and unvested portion of any time-vesting equity award granted to her by the Company.
In
the event that Ms. Craig’s employment is terminated due to her non-renewal or resignation without “good reason,” she
will be entitled to receive a lump sum payment equal to the amount of any annual bonus earned with respect to a prior fiscal year, but
unpaid as of the date of termination.
In
the event that Ms. Craig’s employment is terminated by the Company without cause, due to non-renewal by the Company, or if she
resigns for “good reason,” in each case within twelve (12) months following a change in control, Ms. Craig is entitled to
(i) a cash payment equal to ten (10) times the sum of her (x) annual base salary and (y) target bonus in effect on her last day of employment;
(ii) continuation of health benefits for a period of 24 months; (iii) a lump sum payment equal to the amount of any annual bonus earned
with respect to a prior fiscal year, but unpaid as of the date of termination; (iv) a lump sum payment equal to the amount of annual
bonus that was accrued for the year in which employment ends prior to the date of termination; and (v) the acceleration and vesting in
full of any then outstanding and unvested portion of any time-vesting equity award granted to her by the Company.
Sidus
Space, Inc. 2021 Omnibus Equity Incentive Plan
In
connection with our initial public offering, and as approved by our Board of Directors, we adopted a new comprehensive equity incentive
plan, the 2021 Omnibus Equity Incentive Plan (the “2021 Plan”).
Authorized
Shares. A total of 1,250,000 shares of our Class A Common Stock were originally reserved for issuance pursuant to the 2021 Plan.
Types
of Awards. The 2021 Plan provides for the issuance of incentive stock options, non-statutory stock options, stock appreciation rights
(“SARs”), restricted stock, restricted stock units (“RSUs”), and other stock-based awards.
Administration.
The 2021 Plan will be administered by our board of directors, or if our board of directors does not administer the 2021 Plan, a committee
or subcommittee of our board of directors that complies with the applicable requirements of Section 16 of the Exchange Act and any other
applicable legal or stock exchange listing requirements (each of our board of directors or such committee or subcommittee, the “plan
administrator”). The plan administrator may interpret the 2021 Plan and may prescribe, amend and rescind rules and make all other
determinations necessary or desirable for the administration of the 2021 Plan, provided that, subject to the equitable adjustment provisions
described below, the plan administrator will not have the authority to reprice or cancel and re-grant any award at a lower exercise,
base or purchase price or cancel any award with an exercise, base or purchase price in exchange for cash, property or other awards without
first obtaining the approval of our stockholders.
The
2021 Plan permits the plan administrator to select the eligible recipients who will receive awards, to determine the terms and conditions
of those awards, including but not limited to the exercise price or other purchase price of an award, the number of shares of Class A
Common Stock or cash or other property subject to an award, the term of an award and the vesting schedule applicable to an award, and
to amend the terms and conditions of outstanding awards.
Restricted
Stock and Restricted Stock Units. Restricted stock and RSUs may be granted under the 2021 Plan. The plan administrator will determine
the purchase price, vesting schedule and performance goals, if any, and any other conditions that apply to a grant of restricted stock
and RSUs. If the restrictions, performance goals or other conditions determined by the plan administrator are not satisfied, the restricted
stock and RSUs will be forfeited. Subject to the provisions of the 2021 Plan and the applicable award agreement, the plan administrator
has the sole discretion to provide for the lapse of restrictions in installments.
Unless
the applicable award agreement provides otherwise, participants with restricted stock will generally have all of the rights of a stockholder;
provided that dividends will only be paid if and when the underlying restricted stock vests. RSUs will not be entitled to dividends prior
to vesting, but may be entitled to receive dividend equivalents if the award agreement provides for them. The rights of participants
granted restricted stock or RSUs upon the termination of employment or service to us will be set forth in the award agreement.
Options.
Incentive stock options and non-statutory stock options may be granted under the 2021 Plan. An “incentive stock option” means
an option intended to qualify for tax treatment applicable to incentive stock options under Section 422 of the Internal Revenue Code.
A “non-statutory stock option” is an option that is not subject to statutory requirements and limitations required for certain
tax advantages that are allowed under specific provisions of the Internal Revenue Code. A non-statutory stock option under the 2021 Plan
is referred to for federal income tax purposes as a “non-qualified” stock option. Each option granted under the 2021 Plan
will be designated as a non-qualified stock option or an incentive stock option. At the discretion of the administrator, incentive stock
options may be granted only to our employees, employees of our “parent corporation” (as such term is defined in Section 424(e)
of the Code) or employees of our subsidiaries.
The
exercise period of an option may not exceed ten years from the date of grant and the exercise price may not be less than 100% of the
fair market value of a share of common stock on the date the option is granted (110% of fair market value in the case of incentive stock
options granted to ten percent stockholders). The exercise price for shares of common stock subject to an option may be paid in cash,
or as determined by the administrator in its sole discretion, (i) through any cashless exercise procedure approved by the administrator
(including the withholding of shares of common stock otherwise issuable upon exercise), (ii) by tendering unrestricted shares of common
stock owned by the participant, (iii) with any other form of consideration approved by the administrator and permitted by applicable
law or (iv) by any combination of these methods. The option holder will have no rights to dividends or distributions or other rights
of a stockholder with respect to the shares of Class A Common Stock subject to an option until the option holder has given written notice
of exercise and paid the exercise price and applicable withholding taxes.
In
the event of an participant’s termination of employment or service, the participant may exercise his or her option (to the extent
vested as of such date of termination) for such period of time as specified in his or her option agreement.
Stock
Appreciation Rights. SARs may be granted either alone (a “free-standing SAR”) or in conjunction with all or part
of any option granted under the 2021 Plan (a “tandem SAR”). A free-standing SAR will entitle its holder to receive, at the
time of exercise, an amount per share up to the excess of the fair market value (at the date of exercise) of a share of Class A Common
Stock over the base price of the free-standing SAR (which shall be no less than 100% of the fair market value of the related shares of
common stock on the date of grant) multiplied by the number of shares in respect of which the SAR is being exercised. A tandem SAR will
entitle its holder to receive, at the time of exercise of the SAR and surrender of the applicable portion of the related option, an amount
per share up to the excess of the fair market value (at the date of exercise) of a share of Class A Common Stock over the exercise price
of the related option multiplied by the number of shares in respect of which the SAR is being exercised. The exercise period of a free-standing
SAR may not exceed ten years from the date of grant. The exercise period of a tandem SAR will also expire upon the expiration of its
related option.
The
holder of a SAR will have no rights to dividends or any other rights of a stockholder with respect to the shares of Class A Common Stock
subject to the SAR until the holder has given written notice of exercise and paid the exercise price and applicable withholding taxes.
In
the event of an participant’s termination of employment or service, the holder of a SAR may exercise his or her SAR (to the extent
vested as of such date of termination) for such period of time as specified in his or her SAR agreement.
Other
Stock-Based Awards. The administrator may grant other stock-based awards under the 2021 Plan, valued in whole or in part by reference
to, or otherwise based on, shares of Class A Common Stock. The administrator will determine the terms and conditions of these awards,
including the number of shares of Class A Common Stock to be granted pursuant to each award, the manner in which the award will be settled,
and the conditions to the vesting and payment of the award (including the achievement of performance goals). The rights of participants
granted other stock-based awards upon the termination of employment or service to us will be set forth in the applicable award agreement.
In the event that a bonus is granted in the form of shares of common stock, the shares of Class A Common Stock constituting such bonus
shall, as determined by the administrator, be evidenced in uncertificated form or by a book entry record or a certificate issued in the
name of the participant to whom such grant was made and delivered to such participant as soon as practicable after the date on which
such bonus is payable. Any dividend or dividend equivalent award issued hereunder shall be subject to the same restrictions, conditions
and risks of forfeiture as apply to the underlying award.
Equitable
Adjustment and Treatment of Outstanding Awards Upon a Change in Control
Equitable
Adjustments. In the event of a merger, consolidation, reclassification, recapitalization, spin-off, spin-out, repurchase, reorganization,
special or extraordinary dividend or other extraordinary distribution (whether in the form of common shares, cash or other property),
combination, exchange of shares, or other change in corporate structure affecting our common stock, an equitable substitution or proportionate
adjustment shall be made in (i) the aggregate number and kind of securities reserved for issuance under the 2021 Plan, (ii) the kind
and number of securities subject to, and the exercise price of, any outstanding options and SARs granted under the 2021 Plan, (iii) the
kind, number and purchase price of shares of common stock, or the amount of cash or amount or type of property, subject to outstanding
restricted stock, RSUs and other stock-based awards granted under the 2021 Plan and (iv) the terms and conditions of any outstanding
awards (including any applicable performance targets). Equitable substitutions or adjustments other than those listed above may also
be made as determined by the plan administrator. In addition, the plan administrator may terminate all outstanding awards for the payment
of cash or in-kind consideration having an aggregate fair market value equal to the excess of the fair market value of the shares of
common stock, cash or other property covered by such awards over the aggregate exercise price, if any, of such awards, but if the exercise
price of any outstanding award is equal to or greater than the fair market value of the shares of common stock, cash or other property
covered by such award, the plan administrator may cancel the award without the payment of any consideration to the participant. With
respect to awards subject to foreign laws, adjustments will be made in compliance with applicable requirements. Except to the extent
determined by the plan administrator, adjustments to incentive stock options will be made only to the extent not constituting a “modification”
within the meaning of Section 424(h)(3) of the Code.
Change
in Control. The 2021 Plan provides that, unless otherwise determined by the plan administrator and evidenced in an award agreement,
if a “change in control” (as defined below) occurs and a participant is employed by us or any of our affiliates immediately
prior to the consummation of the change in control, then the plan administrator, in its sole and absolute discretion, may (i) provide
that any unvested or unexercisable portion of an award carrying a right to exercise will become fully vested and exercisable; and (ii)
cause the restrictions, deferral limitations, payment conditions and forfeiture conditions applicable to any award granted under the
2021 Plan to lapse, and the awards will be deemed fully vested and any performance conditions imposed with respect to such awards will
be deemed to be fully achieved at target performance levels. The administrator shall have discretion in connection with such change in
control to provide that all outstanding and unexercised options and SARs shall expire upon the consummation of such change in control.
For
purposes of the 2021 Plan, a “change in control” means, in summary, the first to occur of the following events: (i) a person
or entity becomes the beneficial owner of more than 50% of our voting power; (ii) an unapproved change in the majority membership of
our board of directors; (iii) a merger or consolidation of us or any of our subsidiaries, other than (A) a merger or consolidation that
results in our voting securities continuing to represent 50% or more of the combined voting power of the surviving entity or its parent
and our board of directors immediately prior to the merger or consolidation continuing to represent at least a majority of the board
of directors of the surviving entity or its parent or (B) a merger or consolidation effected to implement a recapitalization in which
no person is or becomes the beneficial owner of our voting securities representing more than 50% of our combined voting power; or (iv)
stockholder approval of a plan of our complete liquidation or dissolution or the consummation of an agreement for the sale or disposition
of substantially all of our assets, other than (A) a sale or disposition to an entity, more than 50% of the combined voting power of
which is owned by our stockholders in substantially the same proportions as their ownership of us immediately prior to such sale or (B)
a sale or disposition to an entity controlled by our board of directors. However, a change in control will not be deemed to have occurred
as a result of any transaction or series of integrated transactions following which our stockholders, immediately prior thereto, hold
immediately afterward the same proportionate equity interests in the entity that owns all or substantially all of our assets.
Tax
Withholding
Each
participant will be required to make arrangements satisfactory to the plan administrator regarding payment of up to the maximum statutory
tax rates in the participant’s applicable jurisdiction with respect to any award granted under the 2021 Plan, as determined by
us. We have the right, to the extent permitted by applicable law, to deduct any such taxes from any payment of any kind otherwise due
to the participant. With the approval of the plan administrator, the participant may satisfy the foregoing requirement by either electing
to have us withhold from delivery of shares of common stock, cash or other property, as applicable, or by delivering already owned unrestricted
shares of common stock, in each case, having a value not exceeding the applicable taxes to be withheld and applied to the tax obligations.
We may also use any other method of obtaining the necessary payment or proceeds, as permitted by applicable law, to satisfy our withholding
obligation with respect to any award.
Amendment
and Termination of the 2021 Plan
The
2021 Plan provides our board of directors with authority to amend, alter or terminate the 2021 Plan, but no such action impair the rights
of any participant with respect to outstanding awards without the participant’s consent. The plan administrator may amend an award,
prospectively or retroactively, but no such amendment may materially impair the rights of any participant without the participant’s
consent. Stockholder approval of any such action will be obtained if required to comply with applicable law. The 2021 Plan will terminate
on the tenth anniversary of the Effective Date (although awards granted before that time will remain outstanding in accordance with their
terms).
Clawback
If
we are required to prepare a financial restatement due to the material non-compliance with any financial reporting requirement, then
the plan administrator may require any Section 16 officer to repay or forfeit to us that part of the cash or equity incentive compensation
received by that Section 16 officer during the preceding three years that the plan administrator determines was in excess of the amount
that such Section 16 officer would have received had such cash or equity incentive compensation been calculated based on the financial
results reported in the restated financial statement. The plan administrator may take into account any factors it deems reasonable in
determining whether to seek recoupment of previously paid cash or equity incentive compensation and how much of such compensation to
recoup from each Section 16 officer (which need not be the same amount or proportion for each Section 16 officer). The amount and form
of the incentive compensation to be recouped shall be determined by the administrator in its sole and absolute discretion.
CERTAIN
RELATIONSHIPS AND RELATED PERSON TRANSACTIONS
The
following includes a summary of transactions during our fiscal years ended December 31, 2021 and December 31, 2020 to which we have been
a party, including transactions in which the amount involved in the transaction exceeds the lesser of $120,000 or 1% of the average of
our total assets at year-end for the last two completed fiscal years, and in which any of our directors, executive officers or, to our
knowledge, beneficial owners of more than 5% of our capital stock or any member of the immediate family of any of the foregoing persons
had or will have a direct or indirect material interest, other than equity and other compensation, termination, change in control and
other arrangements, which are described elsewhere in this Annual Report on Form 10-K. We are not otherwise a party to a related party
transaction, and no transaction is currently proposed, in which the amount of the transaction exceeds the lesser of $120,000 or 1% of
the average of our total assets at year-end for the last two completed fiscal years and in which a related person had or will have a
direct or indirect material interest.
Our
corporate headquarters is located at 150 N. Sykes Creek Parkway, Suite 200 Merritt Island, Florida 32953. We occupy facilities totaling
approximately 3500 square feet under a sublease from Craig Technical Consulting, Inc., a principal stockholder and an entity owned and
controlled by our Chief Executive Officer, Carol Craig (“CTC”), pursuant to a commercial sublease agreement (the “Lease
Agreement”), dated August 1, 2021. The Lease Agreement currently has a 2-year term, with no options to renew. We currently pay
$4,570.07 per month plus applicable sales and use tax, which is currently 6.5% in Brevard County.
As
of December 31, 2021 and 2020, we owed $0 and $7,302,422, respectively, to CTC, our principal stockholder, for cash advances made to
us. The advances are unsecured, due on demand and non-bearing-interest.
As
of December 31, 2021 and 2020, we owed CTC $588,797 and $0, respectively, in Accounts Payable and accrued interest - related party for
work that we subcontracted to CTC to complete.
As
of December 31, 2021 and 2020 CTC owed us $443,282 and $175,769 in Accounts Receivable - related party for work that CTC subcontracted
to us to complete.
On
May 1, 2021, CTC forgave $3,473,693 in principal amount owed to it by us and converted the remaining $4 million into a Note Payable -
related party. The forgiven debt was accounted for as contributed capital. The principal balance of this Note outstanding (together with
any accrued, but unpaid interest thereon) shall bear interest at a per annum interest rate equal to the long term Applicable Federal
Rate (as such term is defined in Section 1274(d) of the Internal Revenue Code of 1986, as amended), and matures on September 30, 2025,
and shall be repaid in the amount of $250,000 every quarter for four (4) years beginning on Oct 1, 2021.
On
December 1, 2021, we entered into a Loan Assignment and Assumption Agreement, or Loan Assignment, with Decathlon Alpha IV, L.P., or Decathlon
and CTC pursuant to which we assumed $1,106,164 in loans (the “Decathlon Note”) to CTC by Decathlon. In connection with our
assumption of the Decathlon Note, CTC reduced the principal of our Note Payable - related party by $1.4 million. We recorded a reclassification
of $1,106,164 from Note Payable - related party to Note payable - non- current (Decathlon note) and recorded forgiveness of note payable
- related party of $293,836. The forgiveness was accounted for as contributed capital.
Also
in connection with the Loan Assignment on December 1, 2021, we entered into a Revenue Loan and Security Agreement, or RLSA, with Decathlon
and our CEO, Carol Craig, pursuant to which we pay interest based on a minimum rate of 1 times the amount advanced and make monthly payments
based on a percentage of our revenue calculated as an amount equal to the product of (i) all revenue for the immediately preceding month
multiplied by (ii) the Applicable Revenue Percentage, defined as 4% of revenue for payments due during any month. The Decathlon Note
is secured by our assets and is guaranteed by CTC and matures the earliest of: (i) December 9, 2023, (ii) immediately prior to a change
of control, or (iii) upon an acceleration of the obligations due to a default under the RLSA.
Related
Person Transaction Policy
We
have adopted a related person transaction policy that sets forth our procedures for the identification, review, consideration and approval
or ratification of related person transactions. For purposes of our policy only, a related person transaction is a transaction, arrangement
or relationship, or any series of similar transactions, arrangements or relationships, in which we and any related person are, were or
will be participants in which the amount involved exceeds the lesser of $120,000 or 1% of our total assets at year-end. Transactions
involving compensation for services provided to us as an employee or director are not covered by this policy. A related person is any
executive officer, director or beneficial owner of more than 5% of any class of our voting securities, including any of their immediate
family members and any entity owned or controlled by such persons.
Under
the policy, if a transaction has been identified as a related person transaction, including any transaction that was not a related person
transaction when originally consummated or any transaction that was not initially identified as a related person transaction prior to
consummation, our management must present information regarding the related person transaction to our audit committee, or, if audit committee
approval would be inappropriate, to another independent body of our board of directors, for review, consideration and approval or ratification.
The presentation must include a description of, among other things, the material facts, the interests, direct and indirect, of the related
persons, the benefits to us of the transaction and whether the transaction is on terms that are comparable to the terms available to
or from, as the case may be, an unrelated third party or to or from employees generally. Under the policy, we will collect information
that we deem reasonably necessary from each director, executive officer and, to the extent feasible, significant stockholder to enable
us to identify any existing or potential related-person transactions and to effectuate the terms of the policy. In addition, under our
Code of Business Conduct and Ethics, our employees and directors will have an affirmative responsibility to disclose any transaction
or relationship that reasonably could be expected to give rise to a conflict of interest. In considering related person transactions,
our audit committee, or other independent body of our board of directors, will take into account the relevant available facts and circumstances
including, but not limited to:
|
● |
the
risks, costs and benefits to us; |
|
|
|
|
● |
the
impact on a director’s independence in the event that the related person is a director, immediate family member of a director
or an entity with which a director is affiliated; |
|
|
|
|
● |
the
availability of other sources for comparable services or products; and |
|
|
|
|
● |
the
terms available to or from, as the case may be, unrelated third parties or to or from employees generally. |
The
policy requires that, in determining whether to approve, ratify or reject a related person transaction, our audit committee, or other
independent body of our board of directors, must consider, in light of known circumstances, whether the transaction is in, or is not
inconsistent with, our best interests and those of our stockholders, as our audit committee, or other independent body of our board of
directors, determines in the good faith exercise of its discretion.
Independence
of the Board of Directors
Our
board of directors undertook a review of the independence of our directors and considered whether any director has a relationship with
us that could compromise that director’s ability to exercise independent judgment in carrying out that director’s responsibilities.
Our board of directors has affirmatively determined that Dana Kilborne, Cole Oliver and Miguel Valero are each an “independent
director,” as defined under Nasdaq rules.
PRINCIPAL
STOCKHOLDERS
The
following table sets forth certain information regarding the beneficial ownership of our common stock as of August 23, 2022 by:
|
● |
each
of our named executive officers; |
|
|
|
|
● |
each
of our directors; |
|
|
|
|
● |
all
of our current directors and executive officers as a group; and |
|
|
|
|
● |
each
stockholder known by us to own beneficially more than five percent of our common stock. |
Beneficial
ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to the securities.
Shares of common stock that may be acquired by an individual or group within 60 days of August 23, 2022, pursuant to the exercise
of options or warrants or conversion of preferred stock or convertible debt, are deemed to be outstanding for the purpose of computing
the percentage ownership of such individual or group, but are not deemed to be outstanding for the purpose of computing the percentage
ownership of any other person shown in the table. Percentage of ownership is based on 6,874,040 and 10,000,000 shares of Class A common
stock and Class B common stock, issued and outstanding, respectively, as of August 23, 2022.
Except
as indicated in footnotes to this table, we believe that the stockholders named in this table have sole voting and investment power with
respect to all shares of common stock shown to be beneficially owned by them, based on information provided to us by such stockholders.
Unless otherwise indicated, the address for each director and executive officer listed is: c/o Sidus Space, Inc., 150 N. Sykes Creek
Parkway, Suite 200, Merritt Island, Florida 32953.
Name
of Beneficial Owner | |
Number
of Shares of Class A Beneficially Owned | | |
Number
of Shares of Class B Beneficially Owned | | |
Percentage
of Common Stock Beneficially
Owned | |
| |
| | |
| | |
| | |
| |
Directors
and Executive Officers: | |
| | | |
| | | |
| | | |
| | |
Carol
Craig(1) | |
| - | | |
| 10,000,000 | | |
| | | |
| 93.6 | |
Jamie
Adams | |
| - | | |
| | | |
| | | |
| | |
Dana
Kilborne | |
| - | | |
| | | |
| | | |
| | |
Cole
Oliver | |
| - | | |
| | | |
| | | |
| | |
Miguel
Valero | |
| - | | |
| | | |
| | | |
| | |
Directors
and Executive Officers as a group (5 persons) | |
| - | | |
| 10,000,000 | | |
| | | |
| 93.6 | |
| |
| | | |
| | | |
| | | |
| | |
5%
or Greater Stockholders: | |
| | | |
| | | |
| | | |
| | |
Craig
Technical Consulting, Inc. | |
| - | | |
| 10,000,000 | | |
| | | |
| 93.6 | |
(1) |
Carol
Craig is the sole owner of Craig Technical Consulting, Inc. and has beneficial ownership of the Class B shares of common stock held
by Craig Technical Consulting, Inc. |
SELLING
STOCKHOLDER
This
prospectus relates to the offer and sale by the Selling Stockholder of up to 9,127,710 shares of our Class A Common Stock that
have been and may be issued by us to the Selling Stockholder under the Purchase Agreement. For additional information regarding the shares
of our Class A Common Stock included in this prospectus, see the section titled “Committed Equity Financing” above. We are
registering the shares of our Class A Common Stock included in this prospectus pursuant to the provisions of the Registration Rights
Agreement we entered into with the Selling Stockholder on August 10, 2022 in order to permit the selling stockholder to offer the shares
included in this prospectus for resale from time to time. Except for the transactions contemplated by the Purchase Agreement and the
Registration Rights Agreement and as set forth in the section titled “Plan of Distribution (Conflict of Interest)” in this
prospectus, the Selling Stockholder has not had any material relationship with us within the past three years. As used in this prospectus,
the term “selling stockholder” means the Selling Stockholder, LLC.
The
table below presents information regarding the Selling Stockholder and the shares of our Class A Common Stock that may be resold by the
selling stockholder from time to time under this prospectus. This table is prepared based on information supplied to us by the Selling
Stockholder, and reflects holdings as of August 10, 2022. The number of shares in the column “Maximum Number of Shares of
Class A Common Stock to be Offered Pursuant to this Prospectus” represents all of the shares of our Class A Common Stock being
offered for resale by the Selling Stockholder under this prospectus. The Selling Stockholder may sell some, all or none of the shares
being offered for resale in this offering. We do not know how long the Selling Stockholder will hold the shares before selling them and,
except as set forth in the section titled “Plan of Distribution (Conflict of Interest)” in this prospectus, we are not aware
of any existing arrangements between the Selling Stockholder and any other stockholder, broker, dealer, underwriter or agent relating
to the sale or distribution of the shares of our Class A Common Stock being offered for resale by this prospectus.
Beneficial
ownership is determined in accordance with Rule 13d-3(d) promulgated by the SEC under the Exchange Act, and includes shares of our Class
A Common Stock with respect to which the Selling Stockholder has sole or shared voting and investment power. The percentage of shares
of our Class A Common Stock beneficially owned by the Selling Stockholder prior to the offering shown in the table below is based on
an aggregate of 6,874,040 shares of our Class A Common Stock outstanding on August 23, 2022. Because the purchase price to be
paid by the Selling Stockholder for shares of our Class A Common Stock, if any, that we may elect to sell to the Selling Stockholder
in one or more VWAP Purchases and one or more Intraday VWAP Purchases from time to time under the Purchase Agreement will be determined
on the applicable Purchase Dates therefor, the actual number of shares of our Class A Common Stock that we may sell to the Selling Stockholder
under the Purchase Agreement may be fewer than the number of shares being offered for resale under this prospectus. The fourth column
assumes the resale by the Selling Stockholder of all of the shares of our Class A Common Stock being offered for resale pursuant to this
prospectus.
Name
of Selling Stockholder | |
Number
of Shares of Class A Common Stock Beneficially Owned Prior to Offering | | |
Maximum
Number of Shares of Class A Common Stock to be Offered Pursuant to this Prospectus | | |
Number
of Shares of Class A Common Stock Beneficially Owned After Offering | |
| |
Number(1) | | |
Percent(2) | | |
| | |
Number(3) | | |
Percent(2) | |
B.
Riley Principal Capital II, LLC(4) | |
| 90,367 | | |
| * | | |
| 9,127,710 | | |
| 0 | | |
| — | |
*
Represents beneficial ownership of less than 1% of the outstanding shares of our Class A common stock.
(1) | Represents
the 90,367 shares of our Class A common stock we issued to the Selling Stockholder
on August 10, 2022 as Commitment Shares which, together with the $300,000 Cash
Commitment Fee we paid to the Selling Stockholder on the Closing Date, represent the total
aggregate fee we paid to the Selling Stockholder as consideration for entering into the Purchase
Agreement with us and for its irrevocable commitment to purchase shares of our Class A Common
Stock at our direction, from time to time in our sole discretion, under the Purchase Agreement.
In accordance with Rule 13d-3(d) under the Exchange Act, we have excluded from the number
of shares beneficially owned prior to the offering all of the shares of our Class A Common
Stock that the Selling Stockholder may be required to purchase under the Purchase Agreement,
because the issuance of such shares is solely at our discretion and is subject to conditions
contained in the Purchase Agreement, the satisfaction of which are entirely outside of the
Selling Stockholder’s control, including the registration statement that includes this
prospectus becoming and remaining effective. Furthermore, the VWAP Purchases and the Intraday
VWAP Purchases of our Class A Common Stock under the Purchase Agreement are subject to certain
agreed upon maximum amount limitations set forth in the Purchase Agreement. Also, the Purchase
Agreement prohibits us from issuing and selling any shares of our Class A Common Stock to
the Selling Stockholder to the extent such shares, when aggregated with all other shares
of our Class A Common Stock then beneficially owned by the Selling Stockholder, would cause
the Selling Stockholder’s beneficial ownership of our Class A Common Stock to exceed
the 4.99% Beneficial Ownership Limitation. The Purchase Agreement also prohibits us from
issuing or selling shares of our Class A Common Stock under the Purchase Agreement in excess
of the 19.99% Exchange Cap, unless we obtain shareholder approval to do so, or unless the
average price for all shares of our Class A Common Stock purchased by the Selling Stockholder
under the Purchase Agreement equals or exceeds $3.44 per share, such that the Exchange
Cap limitation would not apply under applicable Nasdaq rules. Neither the Beneficial Ownership
Limitation nor the Exchange Cap (to the extent applicable under Nasdaq rules) may be amended
or waived under the Purchase Agreement. |
| |
(2) | Applicable
percentage ownership is based on 6,874,040 shares of our Class A Common Stock outstanding
as of August 23, 2022. |
| |
(3) | Assumes
the sale of all shares of our Class A Common Stock being offered pursuant to this prospectus. |
| |
(4) |
The
business address of B. Riley Principal Capital II, LLC (“BRPC II”) is 11100 Santa Monica Blvd., Suite 800, Los Angeles,
California 90025. BRPC II’s principal business is that of a private investor. The sole member of BRPC II is B. Riley Principal
Investments, LLC (“BRPI”), which is an indirect subsidiary of B. Riley Financial, Inc. (“BRF”). An Investment
Committee of BRPC II (the “BRPC II Investment Committee”), which is composed of five members appointed by BRPI, has sole
voting power and sole investment power over securities beneficially owned, directly, by BRPC II. All decisions with respect to the
voting and disposition of securities beneficially owned, directly, by BRPC II are made exclusively by majority vote of the BRPC II
Investment Committee, each member of the BRPC II Investment Committee having one vote, and no single member of the BRPC II Investment
Committee has any ability to make any such decisions unilaterally or any veto power with respect to decisions that are made by the
vote of a majority of the members of the BRPC II Investment Committee. The sole voting and investment powers of the BRPC II Investment
Committee over securities beneficially owned, directly, by BRPC II are exercised independently from all other direct and indirect subsidiaries
of BRF, and the voting and investment powers over securities beneficially owned directly or indirectly by all other direct and indirect
subsidiaries of BRF are exercised independently from BRPC II. We have been advised that neither BRPI nor BRPC II is a member of the
Financial Industry Regulatory Authority, Inc. (“FINRA”) or an independent broker-dealer; however, each of BRPI and BRPC
II is an affiliate of B. Riley Securities, Inc. (“BRS”), a registered broker-dealer and FINRA member, and certain officers
of BRPC II and certain of the BRPC II Investment Committee members are associated persons of BRS. BRS will
act as an executing broker that will effectuate resales of our Class A common stock that have been and may be acquired by BRPC
II from us pursuant to the Purchase Agreement to the public in this offering. See “Plan of Distribution (Conflict of Interest)”
for more information about the relationship between BRPC II and BRS. |
DESCRIPTION
OF CAPITAL STOCK
General
Our
authorized capital stock will consist of 115,000,000 shares, consisting of 100,000,000 shares of Class A Common Stock, par value $0.0001
per share, 10,000,000 shares of Class B Common Stock, par value $0.0001 per share, and 5,000,000 shares of preferred stock, par value
$0.0001 per share.
As
of August 23, 2022, there were 6,874,040 shares of Class A Common Stock, 10,000,000 shares of Class B Common Stock and no shares
of preferred stock issued and outstanding.
The
following description of our capital stock and provisions of our Amended and Restated Certificate of Incorporation, as amended, and Amended
and Restated Bylaws is only a summary. You should also refer to our Amended and Restated Certificate of Incorporation, as amended, a
copy of which is filed as an exhibit to the registration statement of which this prospectus is a part, and our Amended and Restated Bylaws,
a copy of which is filed as an exhibit to the registration statement of which this prospectus is a part.
Class
A Common Stock and Class B Common Stock
We
have authorized Class A Common Stock and Class B Common Stock.
Dividend
Rights
Subject
to preferences that may apply to any shares of preferred stock outstanding at the time, the holders of our Class A Common Stock and Class
B Common Stock are entitled to share equally, identically, and ratably, on a per share basis, with respect to any dividend or distribution
of cash or property paid or distributed by us if our board of directors, in its discretion, determines to issue dividends and then only
at the times and in the amounts that our board of directors may determine.
Voting
Rights
Holders
of our Class A Common Stock are entitled to one vote for each share and holders of our Class B Common Stock are entitled to ten votes
per share, on all matters submitted to a vote of stockholders. The holders of our Class A Common Stock and Class B Common Stock will
generally vote together as a single class on all matters submitted to a vote of our stockholders, unless otherwise required by Delaware
law or our certificate of incorporation. Delaware law could require either holders of our Class A Common Stock or Class B Common Stock
to vote separately as a single class if (i) we were to seek to amend our certificate of incorporation to increase or decrease the aggregate
number of authorized shares of such class or to increase or decrease the par value of a class of our capital stock, then that class would
be required to vote separately to approve the proposed amendment; or (ii) we were to seek to amend our certificate of incorporation in
a manner that alters or changes the powers, preferences or special rights of a class of our capital stock in a manner that affected its
holders adversely, then that class would be required to vote separately to approve the proposed amendment.
Our
certificate of incorporation will not provide for cumulative voting for the election of directors.
See
the section titled “Risk Factors—Risks Relating to Ownership of Our Common Stock—The dual-class structure of our common
stock as contained in our amended and restated certificate of incorporation has the effect of concentrating voting control with those
stockholders who held our capital stock prior to our initial public offering, including our directors, executive officers and their respective
affiliates. This ownership will limit or preclude your ability to influence corporate matters, including the election of directors, amendments
of our organizational documents, and any merger, consolidation, sale of all or substantially all of our assets, or other major corporate
transactions requiring stockholder approval, and that may adversely affect the trading price of our Class A Common Stock”
for a description of the risks related to the dual-class structure of our common stock.
Conversion
Each
outstanding share of Class B Common Stock will be convertible at any time at the option of the holder into one share of Class A Common
Stock. In addition, each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon any transfer,
whether or not for value, except for certain permitted transfers described in our certificate of incorporation, including transfers to
family members, trusts solely for the benefit of the stockholder or their family members, and partnerships, corporations and other entities
exclusively owned by the stockholder or their permitted transferees.
Change
of Control Transactions
The
holders of Class A Common Stock and Class B Common Stock will be treated equally, identically and ratably, on a per share basis,
on (a) the sale, lease, exclusive license, exchange, or other disposition of all or substantially all of our property and assets,
(b) the merger, consolidation, business combination, or other similar transaction with any other entity, which results in the voting
securities outstanding immediately prior thereto representing (either by remaining outstanding or by being converted into voting securities
of the surviving entity or its parent) less than fifty percent of the total voting power represented by our voting securities and less
than fifty percent of our total number of outstanding shares of capital stock, in each case as outstanding immediately after such merger,
consolidation, business combination or other similar transaction, and (c) a recapitalization, liquidation, dissolution, or other
similar transaction which results in the voting securities outstanding immediately prior thereto representing (either by remaining outstanding
or by being converted into voting securities of the surviving entity or its parent) less than fifty percent of the total voting power
represented by our voting securities and less than fifty percent of our total number of outstanding shares of capital stock, in each
case as outstanding immediately after such recapitalization, liquidation, dissolution or other similar transaction.
Subdivisions
and Combinations
If
we subdivide or combine in any manner outstanding shares of Class A Common Stock or Class B Common Stock, the outstanding shares
of the other classes will be subdivided or combined in the same manner.
No
Preemptive or Similar Rights
Our
Class A Common Stock and Class B Common Stock are not entitled to preemptive rights and are not subject to conversion, redemption or
sinking fund provisions, except for the conversion provisions with respect to the Class B Common Stock described above.
Right
to Receive Liquidation Distributions
If
we become subject to a liquidation, dissolution or winding-up, the assets legally available for distribution to our stockholders would
be distributable ratably among the holders of our Class A Common Stock and Class B Common Stock and any participating preferred stock
outstanding at that time, subject to prior satisfaction of all outstanding debt and liabilities and the preferential rights of and the
payment of liquidation preferences, if any, on any outstanding shares of preferred stock.
Fully
Paid and Non-Assessable
All
of the outstanding shares of our Class B Common Stock are, and the shares of our Class A Common Stock to be issued pursuant to this offering
will be, fully paid and non-assessable.
Preferred
Stock
Our
board of directors have the authority, without further action by the stockholders, to issue up to 1,000,000 shares of preferred stock
in one or more series and to fix the designations, powers, preferences, privileges, and relative participating, optional, or special
rights as well as the qualifications, limitations, or restrictions of the preferred stock, including dividend rights, conversion rights,
voting rights, terms of redemption, and liquidation preferences, any or all of which may be greater than the rights of the common stock.
Our board of directors, without stockholder approval, will be able to issue convertible preferred stock with voting, conversion, or other
rights that could adversely affect the voting power and other rights of the holders of common stock. Preferred stock could be issued
quickly with terms calculated to delay or prevent a change of control or make removal of management more difficult. Additionally, the
issuance of preferred stock may have the effect of decreasing the market price of our common stock and may adversely affect the voting
and other rights of the holders of common stock. At present, we have no plans to issue any shares of preferred stock following this offering.
Options
Our
2021 Equity Incentive Plan provides for us to sell or issue shares restricted shares of Class A Common Stock, or to grant incentive stock
options or nonqualified stock options, stock appreciation rights and restricted stock unit awards for the purchase of shares of Class
A Common Stock, to employees, members of the board of directors and consultants. As of August 23, 2022, no options to purchase
shares of Class A Common Stock were outstanding. For additional information regarding the terms of the 2021 Plan, see “Executive
and Director Compensation - Sidus Space, Inc. 2021 Equity Incentive Plan.”
Exclusive
Forum
Our
Amended and Restated Certificate of Incorporation, as amended, provides that unless we consent in writing to the selection of an alternative
forum, the State of Delaware is the sole and exclusive forum for: (i) any derivative action or proceeding brought on behalf of us, (ii)
any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of our Company to us or our
stockholders, (iii) any action asserting a claim against us, our directors, officers or employees arising pursuant to any provision of
the DGCL or our Amended and Restated Certificate of Incorporation, as amended, or our Amended and Restated Bylaws, or (iv) any action
asserting a claim against us, our directors, officers, employees or agents governed by the internal affairs doctrine, except for, as
to each of (i) through (iv) above, any claim as to which the Court of Chancery determines that there is an indispensable party not subject
to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court
of Chancery within ten days following such determination), which is vested in the exclusive jurisdiction of a court or forum other than
the Court of Chancery, or for which the Court of Chancery does not have subject matter jurisdiction.
Additionally,
our Amended and Restated Certificate of Incorporation, as amended, provide that unless we consent in writing to the selection of an alternative
forum, the federal district courts of the United States of America will be the exclusive forum for the resolution of any complaint asserting
a cause of action arising under the Securities Act or the Securities Exchange Act of 1934, as amended. Any person or entity purchasing
or otherwise acquiring any interest in shares of our capital stock are deemed to have notice of and consented to this provision.
Anti-Takeover
Effects of Delaware law and Our Amended and Restated Certificate of Incorporation, as amended, and Amended and Restated Bylaws
The
provisions of Delaware law, our Amended and Restated Certificate of Incorporation, as amended, and our Amended and Restated Bylaws, described
below may have the effect of delaying, deferring or discouraging another party from acquiring control of us.
Section
203 of the Delaware General Corporation Law
We
are subject to Section 203 of the Delaware General Corporation Law, which prohibits a Delaware corporation from engaging in any business
combination with any interested stockholder for a period of three years after the date that such stockholder became an interested stockholder,
with the following exceptions:
|
● |
before
such date, the board of directors of the corporation approved either the business combination or the transaction that resulted in
the stockholder becoming an interested stockholder; |
|
|
|
|
● |
upon
completion of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned
at least 85% of the voting stock of the corporation outstanding at the time the transaction began, excluding for purposes of determining
the voting stock outstanding (but not the outstanding voting stock owned by the interested stockholder) those shares owned (i) by
persons who are directors and also officers and (ii) employee stock plans in which employee participants do not have the right to
determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or |
|
|
|
|
● |
on
or after such date, the business combination is approved by the board of directors and authorized at an annual or special meeting
of the stockholder, and not by written consent, by the affirmative vote of at least 66 2/3% of the outstanding voting stock that
is not owned by the interested stockholder. |
In
general, Section 203 defines business combination to include the following:
|
● |
any
merger or consolidation involving the corporation and the interested stockholder; |
|
|
|
|
● |
any
sale, transfer, pledge, or other disposition of 10% or more of the assets of the corporation involving the interested stockholder; |
|
|
|
|
● |
subject
to certain exceptions, any transaction that results in the issuance or transfer by the corporation of any stock of the corporation
to the interested stockholder; |
|
|
|
|
● |
any
transaction involving the corporation that has the effect of increasing the proportionate share of the stock or any class or series
of the corporation beneficially owned by the interested stockholder; or |
|
|
|
|
● |
the
receipt by the interested stockholder of the benefit of any loss, advances, guarantees, pledges or other financial benefits by
or through the corporation. |
In
general, Section 203 defines an “interested stockholder” as an entity or person who, together with the person’s affiliates
and associates, beneficially owns, or within three years prior to the time of determination of interested stockholder status did own,
15% or more of the outstanding voting stock of the corporation.
Board
of Directors Vacancies
Our
Amended and Restated Certificate of Incorporation, as amended, and Amended and Restated Bylaws authorize only our board of directors
to fill vacant directorships. In addition, the number of directors constituting our board of directors may be set only by resolution
of the majority of the incumbent directors.
Stockholder
Action; Special Meeting of Stockholders
Our
Amended and Restated Certificate of Incorporation, as amended, and Amended and Restated Bylaws provide that our stockholders may not
take action by written consent. Our Amended and Restated Certificate of Incorporation, as amended, and Amended and Restated Bylaws further
provide that special meetings of our stockholders may be called by a majority of the board of directors, the Chief Executive Officer,
or the Chairman of the board of directors.
Advance
Notice Requirements for Stockholder Proposals and Director Nominations
Our
Amended and Restated Bylaws provide that stockholders seeking to bring business before our annual meeting of stockholders, or to nominate
candidates for election as directors at our annual meeting of stockholders, must provide timely notice of their intent in writing. To
be timely, a stockholder’s notice must be delivered to the secretary at our principal executive offices not later than the close
of business on the 90th day nor earlier than the close of business on the 120th day prior to the first
anniversary of the preceding year’s annual meeting; provided, however, that in the event the date of the annual meeting is more
than 30 days before or more than 60 days after such anniversary date, or if no annual meeting was held in the preceding year, notice
by the stockholder to be timely must be so delivered not earlier than the close of business on the 120th day prior to
such annual meeting and not later than the close of business on the later of the 90th day prior to such annual meeting
or the 10th day following the day on which a public announcement of the date of such meeting is first made by us. These
provisions may preclude our stockholders from bringing matters before our annual meeting of stockholders or from making nominations for
directors at our annual meeting of stockholders.
Authorized
but Unissued Shares
Our
authorized but unissued shares of common stock and preferred stock are available for future issuance without stockholder approval and
may be utilized for a variety of corporate purposes, including future public offerings to raise additional capital, corporate acquisitions,
and employee benefit plans. The existence of authorized but unissued and unreserved common stock and preferred stock could render more
difficult or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise. If we issue
such shares without stockholder approval and in violation of limitations imposed by the Nasdaq Capital Market or any stock exchange on
which our stock may then be trading, our stock could be delisted.
Transfer
Agent and Registrar
The
transfer agent and registrar for our Class A Common Stock is Pacific Stock Transfer.
Stock
Market Listing
Our
shares of Class A Common Stock are listed on The Nasdaq Capital Market under the symbol “SIDU.”
MATERIAL
U.S. FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS OF OUR CLASS A COMMON STOCK
The
following is a summary of the material U.S. federal income tax consequences to non-U.S. holders (as defined below) of the ownership
and disposition of our Class A Common Stock but does not purport to be a complete analysis of all the potential tax considerations relating
thereto. This summary is based upon the provisions of the Internal Revenue Code of 1986, as amended (“Internal Revenue Code”)
Treasury regulations promulgated thereunder, administrative rulings and judicial decisions, all as of the date hereof. These authorities
may be changed, possibly retroactively, so as to result in U.S. federal income tax consequences different from those set forth below.
No ruling on the U.S. federal, state, or local tax considerations relevant to our operations or to the purchase, ownership, or disposition
of our shares, has been requested from the IRS or other tax authority. No assurance can be given that the IRS would not assert, or that
a court would not sustain, a position contrary to any of the tax consequences described below.
This
summary also does not address the tax considerations arising under the laws of any non-U.S., state, or local jurisdiction, or under U.S.
federal gift and estate tax laws, except to the limited extent set forth below. In addition, this discussion does not address tax considerations
applicable to an investor’s particular circumstances or to investors that may be subject to special tax rules, including, without
limitation:
|
● |
banks,
insurance companies or other financial institutions, regulated investment companies or real estate investment trusts; |
|
● |
persons
subject to the alternative minimum tax or Medicare contribution tax on net investment income; |
|
● |
tax-exempt
organizations or governmental organizations; |
|
● |
controlled
foreign corporations, passive foreign investment companies and corporations that accumulate earnings to avoid U.S. federal income
tax; |
|
● |
brokers
or dealers in securities or currencies; |
|
● |
traders
in securities that elect to use a mark-to-market method of accounting for their securities holdings; |
|
● |
persons
that own, or are deemed to own, more than five percent of our capital stock (except to the extent specifically set forth below); |
|
● |
U.S.
expatriates and certain former citizens or long-term residents of the U.S.; |
|
● |
partnerships
or entities classified as partnerships for U.S. federal income tax purposes or other pass-through entities (and investors therein); |
|
● |
persons
who hold our common stock as a position in a hedging transaction, “straddle,” “conversion transaction” or
other risk reduction transaction or integrated investment; |
|
● |
persons
who hold or receive our common stock pursuant to the exercise of any employee stock option or otherwise as compensation; |
|
● |
persons
who do not hold our common stock as a capital asset within the meaning of Section 1221 of the Internal Revenue Code; or |
|
● |
persons
deemed to sell our common stock under the constructive sale provisions of the Internal Revenue Code. |
You
are urged to consult your tax advisor with respect to the application of the U.S. federal income tax laws to your particular situation,
as well as any tax consequences of the purchase, ownership and disposition of our Class A Common Stock arising under the U.S. federal
estate or gift tax rules or under the laws of any state, local, non-U.S., or other taxing jurisdiction or under any applicable tax treaty.
Non-U.S.
Holder Defined
For
purposes of this discussion, you are a non-U.S. holder (other than a partnership) if you are any holder other than:
|
● |
an
individual citizen or resident of the U.S. (for U.S. federal income tax purposes); |
|
● |
a
corporation or other entity taxable as a corporation created or organized in the U.S. or under the laws of the U.S., any state thereof,
or the District of Columbia, or other entity treated as such for U.S. federal income tax purposes; |
|
● |
an
estate whose income is subject to U.S. federal income tax regardless of its source; or |
|
● |
a
trust (x) whose administration is subject to the primary supervision of a U.S. court, and which has one or more “U.S.
persons” (within the meaning of Section 7701(a)(30) of the Internal Revenue Code) who have the authority to control all
substantial decisions of the trust or (y) which has made a valid election to be treated as a U.S. person. |
In
addition, if a partnership or entity classified as a partnership for U.S. federal income tax purposes holds our common stock, the tax
treatment of a partner generally will depend on the status of the partner and upon the activities of the partnership. Accordingly, partnerships
that hold our Class A Common Stock, and partners in such partnerships, should consult their tax advisors.
Distributions
As
described in “Dividend Policy,” we have never declared or paid cash dividends on our Class A Common Stock and do not anticipate
paying any dividends on our Class A Common Stock in the foreseeable future. However, if we do make distributions on our Class A Common
Stock, those payments will constitute dividends for U.S. tax purposes to the extent paid from our current or accumulated earnings and
profits, as determined under U.S. federal income tax principles. To the extent those distributions exceed both our current and our accumulated
earnings and profits, they will constitute a return of capital and will first reduce your basis in our Class A Common Stock, but not
below zero, and then will be treated as gain from the sale of stock as described below under “—Gain on Disposition of Common
Stock.”
Subject
to the discussion below on effectively connected income, backup withholding and foreign accounts, any dividend paid to you generally
will be subject to U.S. withholding tax either at a rate of 30% of the gross amount of the dividend or such lower rate as may be specified
by an applicable income tax treaty. In order to receive a reduced treaty rate, you must provide us with an IRS Form W-8BEN, IRS
Form W-8BEN-E or other appropriate version of IRS Form W-8 certifying qualification for the reduced rate. A non-U.S. holder
of shares of our Class A Common Stock eligible for a reduced rate of U.S. withholding tax pursuant to an income tax treaty may obtain
a refund of any excess amounts withheld by timely filing an appropriate claim for refund with the IRS. If the non-U.S. holder holds
the stock through a financial institution or other agent acting on the non-U.S. holder’s behalf, the non-U.S. holder will be required
to provide appropriate documentation to the agent, which then will be required to provide certification to us or our paying agent, either
directly or through other intermediaries.
Dividends
received by you that are effectively connected with your conduct of a U.S. trade or business (and, if required by an applicable income
tax treaty, attributable to a permanent establishment maintained by you in the U.S.) are generally exempt from such withholding tax.
In order to obtain this exemption, you must provide us with an IRS Form W-8ECI or other applicable IRS Form W-8 properly certifying
such exemption. Such effectively connected dividends, although not subject to withholding tax, are taxed at the same graduated rates
applicable to U.S. persons, net of certain deductions and credits. In addition, if you are a corporate non-U.S. holder, dividends you
receive that are effectively connected with your conduct of a U.S. trade or business may also be subject to a branch profits tax at a
rate of 30% or such lower rate as may be specified by an applicable income tax treaty. You should consult your tax advisor regarding
any applicable tax treaties that may provide for different rules.
Gain
on Disposition of Class A Common Stock
Subject
to the discussion below regarding backup withholding and foreign accounts, you generally will not be required to pay U.S. federal income
tax on any gain realized upon the sale or other disposition of our Class A Common Stock unless:
|
● |
the
gain is effectively connected with your conduct of a U.S. trade or business (and, if required by an applicable income tax treaty,
the gain is attributable to a permanent establishment maintained by you in the U.S.); |
|
● |
you
are a non-resident alien individual who is present in the U.S. for a period or periods aggregating 183 days or more during the
taxable year in which the sale or disposition occurs and certain other conditions are met; or |
|
● |
our
Class A Common Stock constitutes a U.S. real property interest by reason of our status as a “U.S. real property holding corporation,”
or USRPHC, for U.S. federal income tax purposes at any time within the shorter of (i) the five-year period preceding your disposition
of our Class A Common Stock, or (ii) your holding period for our Class A Common Stock. |
We
believe that we are not currently and will not become a USRPHC for U.S. federal income tax purposes, and the remainder of this discussion
so assumes. However, because the determination of whether we are a USRPHC depends on the fair market value of our U.S. real property
relative to the fair market value of our other business assets, there can be no assurance that we will not become a USRPHC in the future.
Even if we become a USRPHC, however, as long as our Class A Common Stock is regularly traded on an established securities market, such
Class A Common Stock will be treated as U.S. real property interests only if you actually or constructively hold more than five percent
of such regularly traded Class A Common Stock at any time during the shorter of the five-year period preceding your disposition of, or
your holding period for, our Class A Common Stock.
If
you are a non-U.S. holder described in the first bullet above, you will be required to pay tax on the net gain derived from the sale
under regular graduated U.S. federal income tax rates, and a corporate non-U.S. holder described in the first bullet above also may be
subject to the branch profits tax at a 30% rate, or such lower rate as may be specified by an applicable income tax treaty. If you are
an individual non-U.S. holder described in the second bullet above, you will be required to pay a flat 30% tax (or such lower rate specified
by an applicable income tax treaty) on the gain derived from the sale, which gain may be offset by U.S. source capital losses for the
year (provided you have timely filed U.S. federal income tax returns with respect to such losses). You should consult any applicable
income tax or other treaties that may provide for different rules.
Federal
Estate Tax
Our
Class A Common Stock beneficially owned by an individual who is not a citizen or resident of the U.S. (as defined for U.S. federal estate
tax purposes) at the time of their death will generally be includable in the decedent’s gross estate for U.S. federal estate tax
purposes unless an applicable estate tax treaty provides otherwise. The test for whether an individual is a resident of the U.S. for
U.S. federal estate tax purposes differs from the test used for U.S. federal income tax purposes. Some individuals, therefore, may be
non-U.S. holders for U.S. federal income tax purposes, but not for U.S. federal estate tax purposes, and vice versa.
Backup
Withholding and Information Reporting
Generally,
we must report annually to the IRS the amount of dividends paid to you, your name and address and the amount of tax withheld, if any.
A similar report will be sent to you. Pursuant to applicable income tax treaties or other agreements, the IRS may make these reports
available to tax authorities in your country of residence.
Payments
of dividends or of proceeds on the disposition of stock made to you may be subject to information reporting and backup withholding at
a current rate of 28% unless you establish an exemption, for example, by properly certifying your non-U.S. status on an IRS Form W-8BEN,
IRS Form W-8BEN-E or another appropriate version of IRS Form W-8.
Backup
withholding is not an additional tax; rather, the U.S. federal income tax liability of persons subject to backup withholding will be
reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund or credit may generally be obtained
from the IRS, provided that the required information is furnished to the IRS in a timely manner.
Foreign
Account Tax Compliance
The
Foreign Account Tax Compliance Act, or FATCA, imposes withholding tax at a rate of 30% on dividends on and gross proceeds from the sale
or other disposition of our Class A Common Stock paid to “foreign financial institutions” (as specially defined under these
rules), unless such institution enters into an agreement with the U.S. government to withhold on certain payments and to collect and
provide to the U.S. tax authorities substantial information regarding the U.S. account holders of such institution (which includes certain
equity and debt holders of such institution, as well as certain account holders that are foreign entities with U.S. owners) or otherwise
establishes an exemption. FATCA also generally imposes a U.S. federal withholding tax of 30% on dividends on and gross proceeds from
the sale or other disposition of our Class A Common Stock paid to a “non-financial foreign entity” (as specially defined
for purposes of these rules) unless such entity provides the withholding agent with a certification identifying certain substantial direct
and indirect U.S. owners of the entity, certifies that there are none or otherwise establishes an exemption. The withholding provisions
under FATCA generally apply to dividends on our Class A Common Stock, and under current transition rules, are expected to apply with
respect to the gross proceeds from the sale or other disposition of our Class A Common Stock on or after January 1, 2019. An intergovernmental
agreement between the U.S. and an applicable foreign country may modify the requirements described in this paragraph. Non-U.S. holders
should consult their tax advisors regarding the possible implications of this legislation on their investment in our Class A Common Stock.
Each
prospective investor should consult its tax advisor regarding the particular U.S. federal, state and local and non-U.S. tax consequences
of purchasing, holding and disposing of our Class A Common Stock, including the consequences of any proposed change in applicable laws.
PLAN
OF DISTRIBUTION (CONFLICT OF INTEREST)
The
shares of our Class A Common Stock offered by this prospectus are being offered by the selling stockholder, B. Riley Principal Capital
II, LLC. The shares may be sold or distributed from time to time by the selling stockholder directly to one or more purchasers or through
brokers, dealers, or underwriters who may act solely as agents at market prices prevailing at the time of sale, at prices related to
the prevailing market prices, at negotiated prices, or at fixed prices, which may be changed. The sale of the shares of our Class A Common
Stock offered by this prospectus could be effected in one or more of the following methods:
| ● | ordinary
brokers’ transactions; |
| | |
| ● | transactions
involving cross or block trades; |
| | |
| ● | through
brokers, dealers, or underwriters who may act solely as agents; |
| ● | “at
the market” into an existing market for our Class A Common Stock; |
| | |
| ● | in
other ways not involving market makers or established business markets, including direct
sales to purchasers or sales effected through agents; |
| | |
| ● | in
privately negotiated transactions; or |
| | |
| ● | any
combination of the foregoing. |
In
order to comply with the securities laws of certain states, if applicable, the shares may be sold only through registered or licensed
brokers or dealers. In addition, in certain states, the shares may not be sold unless they have been registered or qualified for sale
in the state or an exemption from the state’s registration or qualification requirement is available and complied with.
The
Selling Stockholder is an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act.
The
Selling Stockholder has informed us that it presently anticipates using, but is not required to use, B. Riley Securities, Inc. (“BRS”),
a registered broker-dealer and FINRA member and an affiliate of the Selling Stockholder, as a broker to effectuate resales, if any, of
our Class A Common Stock that it may acquire from us pursuant to the Purchase Agreement, and that it may also engage one or more other
registered broker-dealers to effectuate resales, if any, of such Class A Common Stock that it may acquire from us. Such resales will
be made at prices and at terms then prevailing or at prices related to the then current market price. Each such registered broker-dealer
will be an underwriter within the meaning of Section 2(a)(11) of the Securities Act. the Selling Stockholder has informed us that each
such broker-dealer it engages to effectuate resales of our Class A Common Stock on its behalf, excluding BRS, may receive commissions
from the Selling Stockholder for executing such resales for the Selling Stockholder and, if so, such commissions will not exceed customary
brokerage commissions.
The
Selling Stockholder is an affiliate of BRS, a registered broker-dealer and FINRA member, which will act as an executing broker that will
effectuate resales of our Class A Common Stock that have
been and may be acquired by the Selling Stockholder from us pursuant to the Purchase Agreement to the public in this offering. Because
the Selling Stockholder will receive all the net proceeds from such resales of our Class A Common Stock made to the public through BRS,
BRS is deemed to have a “conflict of interest” within the meaning of FINRA Rule 5121. Consequently, this offering will be
conducted in compliance with the provisions of FINRA Rule 5121, which requires that a “qualified independent underwriter,”
as defined in FINRA Rule 5121, participate in the preparation of the registration statement that includes this prospectus and exercise
the usual standards of “due diligence” with respect thereto. Accordingly, we have engaged Northland Securities, Inc.
a registered broker-dealer and FINRA member (“Northland”), to be the qualified independent underwriter in this offering and,
in such capacity, participate in the preparation of the registration statement that includes this prospectus and exercise the usual standards
of “due diligence” with respect thereto. The Selling Stockholder has agreed to pay Northland a cash fee of $50,000 upon the
completion of this offering as consideration for its services and to reimburse Northland up to $5,000 for expenses incurred in connection
with acting as the qualified independent underwriter in this offering. Northland will receive no other compensation for acting as the
qualified independent underwriter in this offering. In accordance with FINRA Rule 5121, BRS is not permitted to sell shares of our Class
A Common Stock in this offering to an account over which it exercises discretionary authority without the prior specific written approval
of the account holder.
Except
as set forth above, we know of no existing arrangements between the selling stockholder and any other stockholder, broker, dealer, underwriter
or agent relating to the sale or distribution of the shares of our Class A Common Stock offered by this prospectus.
Brokers,
dealers, underwriters or agents participating in the distribution of the shares of our Class A Common Stock offered by this prospectus
may receive compensation in the form of commissions, discounts, or concessions from the purchasers, for whom the broker-dealers may act
as agent, of the shares sold by the selling stockholder through this prospectus. The compensation paid to any such particular broker-dealer
by any such purchasers of shares of our Class A Common Stock sold by the selling stockholder may be less than or in excess of customary
commissions. Neither we nor the selling stockholder can presently estimate the amount of compensation that any agent will receive from
any purchasers of shares of our Class A Common Stock sold by the selling stockholder.
We
may from time to time file with the SEC one or more supplements to this prospectus or amendments to the registration statement of which
this prospectus forms a part to amend, supplement or update information contained in this prospectus, including, if and when required
under the Securities Act, to disclose certain information relating to a particular sale of shares offered by this prospectus by the selling
stockholder, including with respect to any compensation paid or payable by the selling stockholder to any brokers, dealers, underwriters
or agents that participate in the distribution of such shares by the selling stockholder, and any other related information required
to be disclosed under the Securities Act.
We
will pay the expenses incident to the registration under the Securities Act of the offer and sale of the shares of our Class A Common
Stock covered by this prospectus by the selling stockholder.
As
consideration for its irrevocable commitment to purchase our Class A Common Stock under the Purchase Agreement, upon our execution of
the Purchase Agreement, we paid the Selling Stockholder a commitment fee equal to 2.0% of the Total Commitment under the Purchase Agreement,
in a combination of cash and stock, consisting of (i) a Cash Commitment Fee equal to $300,000 (or 1.0% of the Total Commitment
under the Purchase Agreement) and (ii) 90,367 Commitment Shares, having an aggregate value equal to 1.0% of the Total Commitment
under the Purchase Agreement (assuming a purchase price of $3.3198 per Commitment Share, representing the volume weighted average
price per share of our Class A Common Stock for the five-consecutive trading day period ending on the trading day immediately preceding the date of the Purchase Agreement ). In
accordance with FINRA Rule 5110, the Cash Commitment Fee and the Commitment Shares are deemed to be underwriting compensation in connection
with sales of our Class A Common Stock by the Selling Stockholder to the public. In addition, we have agreed to reimburse
the Selling Stockholder for the reasonable legal fees and disbursements of the Selling Stockholder’s legal counsel in an amount
not to exceed (i) $75,000 upon our execution of the Purchase Agreement and Registration Rights Agreement and (ii) $5,000 per fiscal quarter,
in each case in connection with the transactions contemplated by this Agreement and the Registration Rights Agreement. In
accordance with FINRA Rule 5110, these reimbursed fees and expenses are deemed to be underwriting compensation in connection with sales
of our Class A Common Stock by the Selling Stockholder to the public.
We
also have agreed to indemnify the Selling Stockholder and certain other persons against certain liabilities in connection with the offering
of shares of our Class A Common Stock offered hereby, including liabilities arising under the Securities Act or, if such indemnity is
unavailable, to contribute amounts required to be paid in respect of such liabilities. The Selling Stockholder has agreed to indemnify
us against liabilities under the Securities Act that may arise from certain written information furnished to us by the Selling Stockholder
specifically for use in this prospectus or, if such indemnity is unavailable, to contribute amounts required to be paid in respect of
such liabilities. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers,
and controlling persons, we have been advised that in the opinion of the SEC this indemnification is against public policy as expressed
in the Securities Act and is therefore, unenforceable.
We
estimate that the total expenses for the offering will be approximately $200,000.
The
Selling Stockholder has represented to us that at no time prior to the date of the Purchase Agreement has the Selling Stockholder, its
sole member, any of their respective officers, or any entity managed or controlled by the Selling Stockholder or its sole member, engaged
in or effected, in any manner whatsoever, directly or indirectly, for its own account or for the account of any of its affiliates, any
short sale (as such term is defined in Rule 200 of Regulation SHO of the Exchange Act) of our Class A Common Stock or any hedging transaction,
which establishes a net short position with respect to our Class A Common Stock. the Selling Stockholder has agreed that during the term
of the Purchase Agreement, none of the Selling Stockholder, its sole member, any of their respective officers, or any entity managed
or controlled by the Selling Stockholder or its sole member, will enter into or effect, directly or indirectly, any of the foregoing
transactions for its own account or for the account of any other such person or entity.
We
have advised the selling stockholder that it is required to comply with Regulation M promulgated under the Exchange Act. With certain
exceptions, Regulation M precludes the selling stockholder, any affiliated purchasers, and any broker-dealer or other person who participates
in the distribution from bidding for or purchasing, or attempting to induce any person to bid for or purchase any security which is the
subject of the distribution until the entire distribution is complete. Regulation M also prohibits any bids or purchases made in order
to stabilize the price of a security in connection with the distribution of that security. All of the foregoing may affect the marketability
of the securities offered by this prospectus.
This
offering will terminate on the date that all shares of our Class A Common Stock offered by this prospectus have been sold by the selling
stockholder.
Our
Class A Common Stock is currently listed on the Nasdaq Capital Market under the symbol “SIDU”.
The
Selling Stockholder and/or one or more of its affiliates has provided, currently provides and/or from time to time in the future may
provide various investment banking and other financial services for us and/or one or more of our affiliates that are unrelated to the
transactions contemplated by the Purchase Agreement and the offering of shares for resale by the Selling Stockholder to which this prospectus
relates, for which investment banking and other financial services they have received and may continue to receive customary fees, commissions
and other compensation from us, aside from any discounts, fees and other compensation that the Selling Stockholder has received and may
receive in connection with the transactions contemplated by the Purchase Agreement, including (i) the $300,000 Cash Commitment
Fee we paid and the 90,367 Commitment Shares we issued to the Selling Stockholder,
as consideration for its irrevocable commitment to purchase shares of our Class A Common Stock from us under the Purchase Agreement,
(ii) the 3.0% fixed discount to current market prices of our Class A Common Stock reflected in the purchase prices payable by the Selling
Stockholder for our Class A Common Stock that we may require it to purchase from us from time to time under the Purchase Agreement, and
(iii) our reimbursement of up to an aggregate of $115,000 of the Selling Stockholder’s legal fees (consisting of $75,000 we paid
upon execution of the Purchase Agreement and up to $5,000 per fiscal quarter over the two year maximum term of the Purchase Agreement)
in connection with the transactions contemplated by the Purchase Agreement and the Registration Rights Agreement.
LEGAL
MATTERS
The
validity of the issuance of the Class A Common Stock offered hereby will be passed upon for us by Sheppard, Mullin, Richter &
Hampton LLP, New York, New York. Any underwriters or agents will be advised about other issues
relating to the offering by counsel to be named in the applicable prospectus supplement.
EXPERTS
The
financial statements of Sidus Space, Inc. as of December 31, 2021 and 2020 and for each of the years then ended included in this Registration
Statement, of which this prospectus forms a part, have been so included in reliance on the report of BF Borgers CPA PC, an independent
registered public accounting firm, appearing elsewhere herein, given on the authority of said firm as experts in auditing and accounting.
WHERE
YOU CAN FIND MORE INFORMATION
We
have filed with the Securities and Exchange Commission a registration statement on Form S-1 under the Securities Act with respect
to the Class A Common Stock offered by this prospectus. This prospectus, which is part of the registration statement, omits certain information,
exhibits, schedules and undertakings set forth in the registration statement. For further information pertaining to us and our Class
A Common Stock, reference is made to the registration statement and the exhibits and schedules to the registration statement. Statements
contained in this prospectus as to the contents or provisions of any documents referred to in this prospectus are not necessarily complete,
and in each instance where a copy of the document has been filed as an exhibit to the registration statement, reference is made to the
exhibit for a more complete description of the matters involved.
You
may read and copy all or any portion of the registration statement without charge at the public reference room of the Securities and
Exchange Commission at 100 F Street, N.E., Washington, D.C. 20549. Copies of the registration statement may be obtained from the
Securities and Exchange Commission at prescribed rates from the public reference room of the Securities and Exchange Commission at such
address. You may obtain information regarding the operation of the public reference room by calling 1-800-SEC-0330. In addition, registration
statements and certain other filings made with the Securities and Exchange Commission electronically are publicly available through the
Securities and Exchange Commission’s website at http://www.sec.gov. The registration statement, including all exhibits
and amendments to the registration statement, has been filed electronically with the Securities and Exchange Commission.
We
are subject to the information and periodic reporting requirements of the Securities Exchange Act of 1934, as amended, and, accordingly,
will be required to file annual reports containing financial statements audited by an independent public accounting firm, quarterly reports
containing unaudited financial data, current reports, proxy statements and other information with the Securities and Exchange Commission.
You will be able to inspect and copy such periodic reports, proxy statements and other information at the Securities and Exchange Commission’s
public reference room, and the website of the Securities and Exchange Commission referred to above.
INDEX
TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS
SIDUS
SPACE, INC.
INDEX
TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
SIDUS
SPACE, INC.
Report
of Independent Registered Public Accounting Firm
To
the shareholders and the board of directors of Sidus Space, Inc.
Opinion
on the Financial Statements
We
have audited the accompanying consolidated balance sheets of Sidus Space, Inc. (the “Company”) as of December 31, 2021 and
2020, the related consolidated statements of operations, stockholders’ equity (deficit), and cash flows for the years ended December
31, 2021 and 2020, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial
statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the
results of its operations and its cash flows for the years ended December 31, 2021 and 2020, in conformity with accounting principles
generally accepted in the United States.
Basis
for Opinion
These
financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s
financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board
(United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal
securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We
conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
Our
audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or
fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding
the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides
a reasonable basis for our opinion.
/s/
BF Borgers CPA PC
BF
Borgers CPA PC
Served
as Auditor since 2021
Lakewood,
CO
April
4, 2022
SIDUS
SPACE, INC.
CONSOLIDATED
BALANCE SHEETS
| |
December
31, | | |
December
31, | |
| |
2021 | | |
2020 | |
Assets | |
| | | |
| | |
Current
assets | |
| | | |
| | |
Cash | |
$ | 13,710,845 | | |
$ | 20,162 | |
Accounts
receivable | |
| 130,856 | | |
| 166,450 | |
Accounts
receivable - related parties | |
| 443,282 | | |
| 175,769 | |
Inventory | |
| 127,502 | | |
| 205,942 | |
Prepaid
and other current assets | |
| 1,595,099 | | |
| 14,294 | |
Total
current assets | |
| 16,007,584 | | |
| 582,617 | |
| |
| | | |
| | |
Property
and equipment, net | |
| 775,070 | | |
| 952,198 | |
Operating
lease right-of-use assets | |
| 504,811 | | |
| 297,555 | |
Other | |
| 12,486 | | |
| 12,486 | |
Total
Assets | |
$ | 17,299,951 | | |
$ | 1,844,856 | |
| |
| | | |
| | |
Liabilities
and Stockholders’ Equity (Deficit) | |
| | | |
| | |
Current
Liabilities | |
| | | |
| | |
Accounts
payable and other current liabilities | |
$ | 1,845,460 | | |
$ | 260,191 | |
Accounts
payable and accrued interest - related party | |
| 588,797 | | |
| - | |
Deferred
revenue - related party | |
| 63,411 | | |
| - | |
Due
to shareholder | |
| - | | |
| 7,302,422 | |
Notes
payable | |
| - | | |
| 338,311 | |
Notes
payable - related party | |
| 1,000,000 | | |
| - | |
Operating
lease liability | |
| 261,674 | | |
| 121,613 | |
Finance
lease liability | |
| 50,927 | | |
| 73,184 | |
Total
Current Liabilities | |
| 3,810,269 | | |
| 8,095,721 | |
| |
| | | |
| | |
Notes
payable - non-current | |
| 1,120,051 | | |
| - | |
Notes
payable - related party - non-current | |
| 1,350,000 | | |
| - | |
Operating
lease liability - non-current | |
| 262,468 | | |
| 185,210 | |
Finance
lease liability - non-current | |
| 97,092 | | |
| 149,385 | |
Total
Liabilities | |
| 6,639,880 | | |
| 8,430,316 | |
| |
| | | |
| | |
Commitments
and Contingencies | |
| - | | |
| - | |
| |
| | | |
| | |
Stockholders’
Equity (Deficit) | |
| | | |
| | |
Preferred
Stock: 5,000,000 shares authorized; $0.0001 par value; no shares issued and outstanding | |
| - | | |
| - | |
Common
stock: 110,000,000 authorized; $0.0001 par value | |
| | | |
| | |
Class
A common stock: 100,000,000 shares authorized; 6,574,040 and 0 shares issued and outstanding | |
| 657 | | |
| - | |
Class
B common stock: 10,000,000 shares authorized; 10,000,000 issued and outstanding | |
| 1,000 | | |
| 1,000 | |
| |
| | | |
| | |
Additional
paid-in capital | |
| 26,074,292 | | |
| 5,083,280 | |
Accumulated
deficit | |
| (15,415,878 | ) | |
| (11,669,740 | ) |
Total
Stockholders’ Equity (Deficit) | |
| 10,660,071 | | |
| (6,585,460 | ) |
Total
Liabilities and Stockholders’ Equity (Deficit) | |
$ | 17,299,951 | | |
$ | 1,844,856 | |
The
accompanying notes are an integral part of these consolidated financial statements
SIDUS
SPACE, INC.
CONSOLIDATED
STATEMENTS OF OPERATIONS
| |
Years
Ended | |
| |
December
31, | |
| |
2021 | | |
2020 | |
| |
| | |
| |
Revenue | |
$ | 789,400 | | |
$ | 1,631,413 | |
Revenue
- related parties | |
| 619,324 | | |
| 175,769 | |
Total
Revenue | |
| 1,408,724 | | |
| 1,807,182 | |
Cost
of revenue | |
| 1,775,299 | | |
| 1,786,410 | |
Gross
profit (loss) | |
| (366,575 | ) | |
| 20,772 | |
| |
| | | |
| | |
Operating
expenses | |
| | | |
| | |
Payroll
expenses | |
| 1,503,236 | | |
| 905,012 | |
Sales
and marketing expenses | |
| 71,111 | | |
| 711,111 | |
Lease
Expense | |
| 253,311 | | |
| 159,122 | |
Depreciation
expense | |
| 34,767 | | |
| 41,521 | |
Professional
fees | |
| 335,604 | | |
| 19,216 | |
General
and administrative expense | |
| 948,928 | | |
| 274,654 | |
Total
operating expenses | |
| 3,146,957 | | |
| 1,553,909 | |
| |
| | | |
| | |
Net
loss from operations | |
| (3,513,532 | ) | |
| (1,533,137 | ) |
| |
| | | |
| | |
Other
income (expense) | |
| | | |
| | |
Other
income | |
| - | | |
| 10,000 | |
Other
expense | |
| (504 | ) | |
| (1,500 | ) |
Interest
expense | |
| (42,882 | ) | |
| (18,269 | ) |
Interest
expense - related party | |
| (54,145 | ) | |
| - | |
Gain
on forgiveness of PPP loan | |
| 633,830 | | |
| - | |
Finance
expense | |
| (768,905 | ) | |
| - | |
Total
other income (expense) | |
| (232,606 | ) | |
| (9,769 | ) |
| |
| | | |
| | |
Loss
before income taxes | |
| (3,746,138 | ) | |
| (1,542,906 | ) |
Provision
for income taxes | |
| - | | |
| - | |
Net
loss | |
$ | (3,746,138 | ) | |
$ | (1,542,906 | ) |
| |
| | | |
| | |
Basic
and diluted loss per Common Share | |
$ | (0.34 | ) | |
$ | (0.15 | ) |
| |
| | | |
| | |
Basic
and diluted weighted average number of common shares outstanding | |
| 11,161,181 | | |
| 10,000,000 | |
The
accompanying notes are an integral part of these Consolidated financial statements
SIDUS
SPACE, INC.
CONSOLIDATED
STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)
| |
Class
A Common Stock | | |
Class
B Common Stock | | |
Additional
Paid-In | | |
Accumulated | | |
| |
| |
Shares | | |
Amount | | |
Shares | | |
Amount | | |
Capital | | |
Deficit | | |
Total | |
Balance
- December 31, 2019 | |
| - | | |
$ | - | | |
| 10,000,000 | | |
$ | 1,000 | | |
$ | 5,083,280 | | |
$ | (10,126,834 | ) | |
$ | (5,042,554 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Net
loss | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (1,542,906 | ) | |
| (1,542,906 | ) |
Balance
- December 31, 2020 | |
| - | | |
$ | - | | |
| 10,000,000 | | |
$ | 1,000 | | |
$ | 5,083,280 | | |
$ | (11,669,740 | ) | |
$ | (6,585,460 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Class
A common stock and warrant issued for cash | |
| 6,000,000 | | |
| 600 | | |
| - | | |
| - | | |
| 16,254,635 | | |
| - | | |
| 16,255,235 | |
Class
A common stock issued for service | |
| 200,000 | | |
| 20 | | |
| - | | |
| - | | |
| 199,980 | | |
| - | | |
| 200,000 | |
Class
A common stock issued for exercised cashless warrant | |
| 374,040 | | |
| 37 | | |
| - | | |
| - | | |
| (37 | ) | |
| - | | |
| - | |
Warrant
issued for finance expense | |
| - | | |
| - | | |
| - | | |
| - | | |
| 768,905 | | |
| - | | |
| 768,905 | |
Debt
forgiveness related party | |
| - | | |
| - | | |
| - | | |
| - | | |
| 3,767,529 | | |
| - | | |
| 3,767,529 | |
Net
loss | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (3,746,138 | ) | |
| (3,746,138 | ) |
Balance
- December 31, 2021 | |
| 6,574,040 | | |
$ | 657 | | |
| 10,000,000 | | |
$ | 1,000 | | |
$ | 26,074,292 | | |
$ | (15,415,878 | ) | |
$ | 10,660,071 | |
The
accompanying notes are an integral part of these Consolidated financial statements.
SIDUS
SPACE, INC.
CONSOLIDATED
STATEMENTS OF CASH FLOWS
| |
Years
Ended | |
| |
December
31, | |
| |
2021 | | |
2020 | |
| |
| | |
| |
Cash
Flows From Operating Activities: | |
| | | |
| | |
Net
loss | |
$ | (3,746,138 | ) | |
$ | (1,542,906 | ) |
Adjustments
to reconcile net loss to net cash used in operating activities: | |
| | | |
| | |
Stock
based compensation | |
| 200,000 | | |
| - | |
Finance
expense | |
| 768,905 | | |
| - | |
Depreciation
and amortization | |
| 394,968 | | |
| 466,836 | |
Bad
debt | |
| 618 | | |
| - | |
Lease
liability amortization | |
| 10,063 | | |
| (2,466 | ) |
Gain
on forgiveness of PPP loan | |
| (633,830 | ) | |
| - | |
Changes
in operating assets and liabilities: | |
| | | |
| | |
Accounts
receivable | |
| 32,907 | | |
| 143,710 | |
Accounts
receivable - related party | |
| (267,513 | ) | |
| - | |
Inventory | |
| 78,440 | | |
| (55,829 | ) |
Prepaid
expenses and other assets | |
| (1,580,805 | ) | |
| (11,757 | ) |
Accounts
payable and accrued liabilities | |
| 1,605,399 | | |
| (421,888 | ) |
Accounts
payable and accrued liabilities - related party | |
| 588,797 | | |
| (162,934 | ) |
Deferred
revenue - related party | |
| 63,411 | | |
| - | |
Net
Cash (used in) Operating Activities | |
| (2,484,778 | ) | |
| (1,587,234 | ) |
| |
| | | |
| | |
Cash
Flows From Investing Activities: | |
| | | |
| | |
Purchase
of property and equipment | |
| (217,840 | ) | |
| (4,508 | ) |
Net
Cash used in Investing Activities | |
| (217,840 | ) | |
| (4,508 | ) |
| |
| | | |
| | |
Cash
Flows From Financing Activities: | |
| | | |
| | |
Proceeds
from issuance from common stock | |
| 16,255,235 | | |
| - | |
Due
to shareholder | |
| 171,272 | | |
| 1,555,931 | |
Proceeds
from notes payable | |
| 307,610 | | |
| 322,045 | |
Repayment
of notes payable | |
| (16,266 | ) | |
| (63,426 | ) |
Payment
of lease liabilities | |
| (74,550 | ) | |
| (259,971 | ) |
Repayment
of notes payable - related party | |
| (250,000 | ) | |
| - | |
Net
Cash provided by Financing Activities | |
| 16,393,301 | | |
| 1,554,579 | |
| |
| | | |
| | |
Net
change in cash | |
| 13,690,683 | | |
| (37,163 | ) |
Cash,
beginning of period | |
| 20,162 | | |
| 57,325 | |
Cash,
end of period | |
$ | 13,710,845 | | |
$ | 20,162 | |
| |
| | | |
| | |
Supplemental
cash flow information | |
| | | |
| | |
Cash
paid for interest | |
$ | 6,713 | | |
$ | 15,854 | |
Cash
paid for taxes | |
$ | - | | |
$ | - | |
| |
| | | |
| | |
Non-cash
Investing and Financing transactions: | |
| | | |
| | |
Debt
forgiveness | |
$ | 3,767,530 | | |
$ | - | |
Note
payable - related party issued exchange with due to shareholder | |
$ | 4,000,000 | | |
$ | - | |
Finance
lease asset | |
$ | - | | |
$ | 94,980 | |
Initial
recognition of right-of-use asset | |
$ | 399,372 | | |
$ | - | |
The
accompanying notes are an integral part of these Consolidated financial statements.
SIDUS
SPACE, INC.
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER
31, 2021
Note
1. Organization and Description of Business
Organization
Sidus
Space Inc. (“Sidus”, “we”, “us” or the “Company”), was formed as Craig Technologies Aerospace
Solutions, LLC, in the state of Florida, on July 17, 2012. On April 16, 2021, the Company filed a Certificate of Conversion to register
and incorporate with the state of Delaware and on August 13, 2021 changed the company name to Sidus Space, Inc.
Description
of Business
The
Company is a Space-as-a-Service company focused on commercial satellite design, manufacture, launch, and data collection with a vision
to enable space flight heritage status for new technologies and deliver data and predictive analytics to both domestic and global customers.
We have nine (9) years of commercial, military and government manufacturing experience combined with space qualification experience,
existing customers and pipeline, and International Space Station (ISS) heritage hardware. We support Commercial Space, Aerospace, Defense,
Underwater Marine and other commercial and government customers. Our services include Multidisciplinary Design Engineering, Precision
CNC Machining and Fabrication, Swiss Screw Machining, American Welding Society (AWS) Certified Welding and Fabrication, Electrical and
Electronic Assemblies, Wire Cable harness Fabrication, 3D Composite and Metal Printing, Satellite Manufacturing, Satellite Payload Integration
and Operations Support, Satellite Deployment and Microgravity testing and Research. We are building an all-inclusive space-as-a-service
platform for the global space economy. Carol Craig, the founder and CEO of Sidus, has also built her namesake firm Craig Technologies
into a multi-million dollar revenues aerospace and defense contracting company recognized throughout the U.S. government and commercial
space industries, backed with proven experience in catalyzing the design, development, and commercialization of new and innovative space
technologies and services through aerospace and defense partnerships and collaborations. We are developing and plan to launch 100 kg
(220-pound) satellites with available space to rapidly integrate customer sensors and technologies. By developing a plug-and-play operating
system for space, we believe we can deliver customer sensors to orbit in months, rather than years. In addition, we intend on delivering
high-impact data for insights on aviation, maritime, weather, space services, earth intelligence and observation, financial technology
(Fintech) and the Internet of Things. While our business has historically been centered on the design and manufacture of space hardware,
our expansion into manufacture of spacecraft as well as on-orbit constellation management services and space data applications has led
us to innovating in the area of space data applications. Each of these areas and initiatives addresses a critical component of our cradle-to-grave
solution and value proposition for the space economy as a Space-as-a-Service company.
Note
2. Summary of Signification Accounting Policies
Basis
of Presentation
The
financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States
of America (“GAAP”) and are presented in US dollars. The Company uses the accrual basis of accounting and has adopted a December
31 fiscal year end.
Principles
of Consolidation
The
consolidated financial statements include the variable interest entity (“VIE”), Aurea Alas Limited (“Aurea”),
of which we are the primary beneficiary. Aurea is a Limited company organized in the Isle of Man, which entered into a license agreement
with a third party vendor, whereby they licensed the rights to use certain available radio frequency spectrum for satellite communications.
All intercompany transactions and balances have been eliminated on consolidation.
For
entities determined to be VIEs, an evaluation is required to determine whether the Company is the primary beneficiary. The Company evaluates
its economic interests in the entity specifically determining if the Company has both the power to direct the activities of the VIE that
most significantly impact the VIE’s economic performance (“the power”) and the obligation to absorb losses or the right
to receive benefits that could potentially be significant to the VIE (“the benefits”). When making the determination on whether
the benefits received from an entity are significant, the Company considers the total economics of the entity, and analyzes whether the
Company’s share of the economics is significant. The Company utilizes qualitative factors, and, where applicable, quantitative
factors, while performing the analysis.
Use
of Estimates
The
preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the
reported amounts of expenses during the reporting period. Some of these judgments can be subjective and complex, and, consequently, actual
results may differ from these estimates. Examples of estimates and assumptions include: for revenue recognition, determining the nature
and timing of satisfaction of performance obligations,, the fair value of and/or potential impairment of property and equipment; product
life cycles; useful lives of our property and equipment; allowances for doubtful accounts; the market value of, and demand for, our inventory;
fair value calculation of warrant; and the potential outcome of uncertain tax positions that have been recognized in our consolidated
financial statements or tax returns;. Actual results and outcomes may differ from management’s estimates and assumptions due to
risks and uncertainties, including uncertainty in the current economic environment due to COVID-19.
Cash
and Cash Equivalents
For
purposes of balance sheet presentation and reporting of cash flows, the Company considers all unrestricted demand deposits, money market
funds and highly liquid debt instruments with an original maturity of less than 90 days to be cash and cash equivalents. The Company
had no cash equivalents at December 31, 2021 and 2020.
Accounts
Receivable
Accounts
receivable are recorded in accordance with ASC 310, “Receivables.” Accounts receivable are recorded at the invoiced amount
and do not bear interest. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses
in its existing accounts receivable. The Company does not currently have any amount recorded as an allowance for doubtful accounts. Based
on management’s estimate and based on all accounts being current, the Company has not deemed it necessary to reserve for doubtful
accounts at this time.
During
the years ended December 31, 2021 and 2020, the Company recorded bad debt of $618 and $0, respectively.
Inventory
Inventory
consists of finished goods and work in progress, and consists of estimated revenue calculated on a percentage of completion based on
direct labor and materials in relation to the total contract value. The Company does not maintain raw materials.
Property
and Equipment
Property
and equipment, consisting mostly of plant and machinery, motor vehicles and computer equipment, is recorded at cost reduced by accumulated
depreciation and impairment, if any. Depreciation expense is recognized over the assets’ estimated useful lives of three - ten
years using the straight-line method. Major additions and improvements are capitalized as additions to the property and equipment accounts,
while replacements, maintenance and repairs that do not improve or extend the life of the respective assets, are expensed as incurred.
Estimated useful lives are periodically reviewed and, when appropriate, changes are made prospectively. When certain events or changes
in operating conditions occur, asset lives may be adjusted and an impairment assessment may be performed on the recoverability of the
carrying amounts.
Long-Lived
Assets
Long-lived
assets are evaluated for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets
may not be fully recoverable or that the useful lives of these assets are no longer appropriate. Each impairment test is based on a comparison
of the undiscounted future cash flows to the recorded value of the asset. If impairment is indicated, the asset is written down to its
estimated fair value.
Fair
Value Measurements
The
Company uses a three-tier fair value hierarchy to classify and disclose all assets and liabilities measured at fair value on a recurring
basis, as well as assets and liabilities measured at fair value on a non-recurring basis, in periods subsequent to their initial measurement.
The hierarchy requires the Company to use observable inputs when available, and to minimize the use of unobservable inputs, when determining
fair value. The three tiers are defined as follows:
|
● |
Level
1-Observable inputs that reflect quoted market prices (unadjusted) for identical assets or liabilities in active markets; |
|
|
|
|
● |
Level
2-Observable inputs other than quoted prices in active markets that are observable either directly or indirectly in the marketplace
for identical or similar assets and liabilities; and |
|
|
|
|
● |
Level
3-Unobservable inputs that are supported by little or no market data, which require the Company to develop its own assumptions. |
The
Company’s financial instruments, including cash, accounts receivable, prepaid expense and other current assets, accounts payable
and accrued liabilities, and loans payable, are carried at historical cost. At December 31, 2021 and 2020, the carrying amounts of these
instruments approximated their fair values because of the short-term nature of these instruments.
Revenue
Recognition
The
Company adopted ASC 606 - Revenue from Contracts with Customers using the modified retrospective transition approach. The core principle
of ASC 606 is that revenue should be recognized in a manner that depicts the transfer of promised goods or services to customers in an
amount that reflects the consideration to which the entity expects to be entitled for exchange of those goods or services. The Company’s
updated accounting policies and related disclosures are set forth below, including the disclosure for disaggregated revenue. The impact
of adopting ASC 606 was not material to the Consolidated Financial Statements.
Revenue
from the Company is recognized under Topic 606 in a manner that reasonably reflects the delivery of its services and products to customers
in return for expected consideration and includes the following elements:
|
● |
executed
contracts with the Company’s customers that it believes are legally enforceable; |
|
● |
identification
of performance obligations in the respective contract; |
|
● |
determination
of the transaction price for each performance obligation in the respective contract; |
|
● |
Allocation
of the transaction price to each performance obligation; and |
|
● |
recognition
of revenue only when the Company satisfies each performance obligation. |
These
five elements, as applied to each of the Company’s revenue category, is summarized below:
Revenues
from fixed price contracts that are still in progress at month end are recognized on the percentage-of-completion method, measured by
the percentage of total costs incurred to date to the estimated total costs for each contract. This method is used because management
considers total costs to be the best available measure of progress on these contracts. Revenue from fixed price contracts and time-and-materials
contracts that are completed in the month the work was started are recognized when the work is shipped. To achieve this core principle,
we apply the following five steps: identify the contract with the client, identify the performance obligations in the contract, determine
the transaction price, allocate the transaction price to performance obligations in the contract and recognize revenues when or as the
Company satisfies a performance obligation.
Revenues
from fixed price service contracts that contain provisions for milestone payments are recognized at the time of the milestone being met
and payment received. This method is used because management considers that the payments are nonrefundable unless the entity fails to
perform as promised. If the customer terminates the contract, the Company is entitled only to retain any progress payments received from
the customer and the Company has no further rights to compensation from the customer. Even though the payments made by the customer are
nonrefundable, the cumulative amount of those payments is not expected, at all times throughout the contract, to at least correspond
to the amount that would be necessary to compensate the Company for performance completed to date. Accordingly, the Company accounts
for the progress under the contract as a performance obligation satisfied at a point in time. To achieve this core principle, we apply
the following five steps: identify the contract with the client, identify the performance obligations in the contract, determine the
transaction price, allocate the transaction price to performance obligations in the contract and recognize revenues when or as the Company
satisfies a performance obligation.
Cost
of revenue
Costs
are recognized when incurred. Cost of revenue consists of direct labor, subcontract, materials, depreciation on machinery and equipment,
and other direct costs.
Net
Income (Loss) Per Share of Common Stock
The
Company has adopted ASC Topic 260, “Earnings per Share” which requires presentation of basic earnings per share on
the face of the statements of operations for all entities with complex capital structures and requires a reconciliation of the numerator
and denominator of the basic earnings per share computation. In the accompanying financial statements, basic loss per share is computed
by dividing net loss by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per share
is computed by dividing net income by the weighted average number of shares of common stock and potentially dilutive outstanding shares
of common stock during the period to reflect the potential dilution that could occur from common stock issuable through contingent share
arrangements, stock options and warrants unless the result would be antidilutive. There were no potentially dilutive shares of common
stock outstanding for the years ended December 31, 2021 and 2020, respectively.
Leases
We
determine if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”)
assets, operating lease liabilities - current, and operating lease liabilities - noncurrent on the balance sheets. Finance leases are
included in property and equipment, other current liabilities, and other long-term liabilities in our balance sheets.
ROU
assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease
payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present
value of lease payments over the lease term. As most of our leases do not provide an implicit rate, we generally use our incremental
borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement
date. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. Our lease terms may include
options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments
is recognized on a straight-line basis over the lease term.
Leases
with a lease term of 12 months or less at inception are not recorded on our balance sheet and are expensed on a straight-line basis over
the lease term in our statement of operations.
Income
Taxes
The
Company adopted FASB ASC 740, Income Taxes, at its inception. Under FASB ASC 740, deferred tax assets and liabilities are recognized
for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities
and their respective tax bases. Deferred tax assets, including tax loss and credit carryforwards, and liabilities are measured using
enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered
or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes
the enactment date. Deferred income tax expense represents the change during the period in the deferred tax assets and deferred tax liabilities.
The components of the deferred tax assets and liabilities are individually classified as current and non-current based on their characteristics.
Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion
or all of the deferred tax assets will not be realized. No deferred tax assets or liabilities were recognized as of December 31, 2021
or December 31, 2020.
Warrants
The
Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s
specific terms and applicable authoritative guidance in FASB ASC 480, Distinguishing Liabilities from Equity (“ASC 480”)
and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial
instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements
for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether
the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control,
among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the
time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.
For
issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component
of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification,
the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter.
Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The fair
value of the warrants was estimated using a Black-Scholes pricing model
Recent
Accounting Pronouncements
In
October 2021, the FASB issued ASU No. 2021-08, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers
(Topic 805). This ASU requires an acquirer in a business combination to recognize and measure contract assets and contract liabilities
(deferred revenue) from acquired contracts using the revenue recognition guidance in Topic 606. At the acquisition date, the acquirer
applies the revenue model as if it had originated the acquired contracts. The ASU is effective for annual periods beginning after December
15, 2022, including interim periods within those fiscal years. Adoption of the ASU should be applied prospectively. Early adoption is
also permitted, including adoption in an interim period. If early adopted, the amendments are applied retrospectively to all business
combinations for which the acquisition date occurred during the fiscal year of adoption. This ASU is currently not expected to have a
material impact on our consolidated financial statements.
In
August 2020, the FASB issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. The ASU
simplifies the accounting for convertible instruments by removing certain separation models in ASC 470-20, Debt-Debt with Conversion
and Other Options, for convertible instruments. The ASU updates the guidance on certain embedded conversion features that are not required
to be accounted for as derivatives under Topic 815, Derivatives and Hedging, or that do not result in substantial premiums accounted
for as paid-in capital, such that those features are no longer required to be separated from the host contract. The convertible debt
instruments will be accounted for as a single liability measured at amortized cost. This will also result in the interest expense recognized
for convertible debt instruments to be typically closer to the coupon interest rate when applying the guidance in Topic 835, Interest.
Further, the ASU made amendments to the EPS guidance in Topic 260 for convertible debt instruments, the most significant impact of which
is requiring the use of the if-converted method for diluted EPS calculation, and no longer allowing the net share settlement method.
The ASU also made revisions to Topic 815-40, which provides guidance on how an entity must determine whether a contract qualifies for
a scope exception from derivative accounting. The amendments to Topic 815-40 change the scope of contracts that are recognized as assets
or liabilities. The ASU is effective for interim and annual periods beginning after December 15, 2021, with early adoption permitted
for periods beginning after December 15, 2020. Adoption of the ASU can either be on a modified retrospective or full retrospective basis.
We adopted the new standard effective January 1, 2021 and do not expect the adoption of this guidance to have a material impact on our
financial statements.
In
December 2019, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update No. 2019-12, Income Taxes (Topic 740):
Simplifying the Accounting for Income Taxes (ASU 2019-12), which simplifies the accounting for income taxes. This guidance will be effective
for entities for the fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020 on a prospective
basis, with early adoption permitted. We adopted the new standard effective January 1, 2021 and do not expect the adoption of this guidance
to have a material impact on our financial statements.
The
Company has considered all other recently issued accounting pronouncements and does not believe the adoption of such pronouncements will
have a material impact on its financial statements.
Note
3. Variable Interest Entity
The
consolidated financial statements include Aurea Alas Limited, which is a variable interest entity of which we are the primary beneficiary,
and on August 26, 2020, the Company entered into a licensing agreement with Aurea. Aurea is a Limited company organized in the Isle of
Man, which entered into a license agreement with a third party vendor, whereby they licensed the rights to use certain available radio
frequency spectrum for satellite communications. The Company is responsible for 100% of the operations of Aurea and derives 100% of the
net profits or losses derived from the business operations. The assets, liabilities and the operations of Aurea from the date of inception
(July 20, 2020), were included in the Company’s consolidated financial statements.
Through
a declaration of trust, 100% of the voting rights of Aurea’s shareholders have been transferred to the Company so that the Company
has effective control over Aurea and has the power to direct the activities of Aurea that most significantly impact its economic performance.
There are no restrictions on the consolidated VIE’s assets and on the settlement of its liabilities and all carrying amounts of
VIE’s assets and liabilities are consolidated with the Company’s financial statements.
If
facts and circumstances change such that the conclusion to consolidate the VIE has changed, the Company shall disclose the primary factors
that caused the change and the effect on the Company’s financial statements in the periods when the change occurs.
As
of December 31, 2021 and 2020, Aurea’s assets and liabilities are as follows:
| |
December
31, | | |
December
31, | |
| |
2021 | | |
2020 | |
Assets | |
| | | |
| | |
Cash | |
$ | 67,754 | | |
$ | 6,348 | |
Prepaid
and other current assets | |
| 10,585 | | |
| 4,593 | |
| |
$ | 78,339 | | |
$ | 10,941 | |
| |
| | | |
| | |
Liability | |
| | | |
| | |
Accounts
payable and other current liabilities | |
$ | 63,091 | | |
$ | 6,559 | |
For
the year ended December 31, 2021 and the period from inception (July 20, 2020) through December 31, 2020, Aurea’s net loss was
$40,592 and $9,726, respectively.
Note
4. Property and Equipment
At
December 31, 2021 and 2020, property and equipment consisted of the following:
| |
December
31, | | |
December
31, | |
| |
2021 | | |
2020 | |
Office
equipment | |
$ | 17,061 | | |
$ | 17,061 | |
Computer
equipment | |
| 14,907 | | |
| - | |
Vehicle | |
| 28,143 | | |
| 28,143 | |
Software | |
| 93,012 | | |
| 80,362 | |
Machinery | |
| 3,280,911 | | |
| 3,254,994 | |
Leasehold
improvements | |
| 198,645 | | |
| 184,890 | |
Construction
in progress | |
| 150,611 | | |
| - | |
| |
| 3,783,290 | | |
| 3,565,450 | |
Accumulated
depreciation | |
| (3,008,220 | ) | |
| (2,613,252 | ) |
Property
and equipment, net of accumulated depreciation | |
$ | 775,070 | | |
$ | 952,198 | |
Depreciation
expense of property and equipment for the years ended December 31, 2021 and 2020 is $394,968 and $466,836, respectively.
During
the years ended December 31, 2021 and 2020, the Company purchased assets of $217,840 and $4,508, respectively.
Note
5. Accounts payable and other current liabilities
At
December 31, 2021 and 2020, Accounts payable and other current liabilities consisted of the following:
| |
December
31, | | |
December
31, | |
| |
2021 | | |
2020 | |
| |
| | |
| |
Accounts
payable | |
$ | 225,271 | | |
$ | 63,044 | |
Payroll
liabilities | |
| 220,914 | | |
| 110,710 | |
Credit
cards | |
| 44,510 | | |
| 82,387 | |
Other
payable | |
| 23,016 | | |
| 1,635 | |
Accrued
interest | |
| - | | |
| 2,415 | |
Insurance
payable | |
| 1,331,749 | | |
| - | |
| |
$ | 1,845,460 | | |
$ | 260,191 | |
Note
6. Leases
Operating
lease
We
have a noncancelable operating lease entered into in November 2016 for our office facility that expires in July 2021. and has renewal
options to May 2023. The monthly “Base Rent” is $10,392 and the Base Rent is increased by 2.5% each year. During the year
ended December 31, 2021, the company exercised its option and extended the lease to May 31, 2023. As of December 31, 2021, the remaining
right of use asset and lease liability was $178,408 and $185,210, respectively.
In
May 2021, we entered into a new lease agreement for our office and warehouse space that expires in May 2024. The Company shall have the
option to terminate the lease after 12 months and 24 months from the commencement date. The monthly “Base Rent” is $11,855.42
and the Base Rent may be increased by 2.5% each year. During the year ended December 31, 2021, the Company, on assumption of the lease,
recognized a right of use asset and lease liability of $399,372. As of December 31, 2021, the remaining right of use asset and lease
liability was $326,403 and $338,932, respectively.
We
recognized total lease expense of approximately $213,534 and $138,474 for the years ended December 31, 2021 and 2020, respectively, primarily
related to operating lease costs paid to lessors from operating cash flows. As of December 31, 2021 and 2020, the Company recorded security
deposit of $10,000.
Future
minimum lease payments under operating leases that have initial noncancelable lease terms in excess of one year at December 31, 2021
were as follows:
|
|
Total |
|
Year
Ended December 31, |
|
|
|
|
2022 |
|
$ |
280,090 |
|
2023 |
|
|
205,987 |
|
2024 |
|
|
63,835 |
|
Thereafter |
|
|
- |
|
|
|
|
549,912 |
|
Less:
Imputed interest |
|
|
(25,770 |
) |
Operating
lease liabilities |
|
|
524,142 |
|
|
|
|
|
|
Operating
lease liability - current |
|
|
261,674 |
|
Operating
lease liability - non-current |
|
$ |
262,468 |
|
The
following summarizes other supplemental information about the Company’s operating lease as of December 31, 2021:
Weighted
average discount rate | |
| 4.64 | % |
Weighted
average remaining lease term (years) | |
| 2.06 | |
Finance
lease
The
Company leases machinery and office equipment under non-cancellable finance lease arrangements. The term of those capital leases is at
the range from 59 months to 83 months and annual interest rate is at the range from 4% to 6%.
At
December 31, 2021, future minimum lease payments under the finance lease obligations, are as follows:
| |
Total | |
2022 | |
$ | 56,638 | |
2023 | |
| 50,682 | |
2024 | |
| 15,732 | |
2025 | |
| 15,732 | |
2026 | |
| 22,286 | |
Thereafter | |
| - | |
| |
| 161,070 | |
Less:
Imputed interest | |
| (13,051 | ) |
Finance
lease liabilities | |
| 148,019 | |
| |
| | |
Finance
lease liability | |
| 50,927 | |
Finance
lease liability - non-current | |
$ | 97,092 | |
As
of December 31, 2021 and 2020, finance lease assets are included in property and equipment as follows:
| |
December
31, | | |
December
31, | |
| |
2021 | | |
2020 | |
Machinery | |
$ | 585,563 | | |
$ | 888,783 | |
Accumulated
depreciation | |
| (455,899 | ) | |
| (544,860 | ) |
Finance
lease assets, net of accumulated depreciation | |
$ | 129,664 | | |
$ | 343,923 | |
During
the years ended December 31, 2021 and 2020, the Company recoded depreciation of finance lease assets of $147,435 and $166,676 and interest
expense of finance lease of $8,393 and $13,770, respectively.
Note
7. Notes Payable
Decathlon
Note
On
December 1, 2021, we entered into a Loan Assignment and Assumption Agreement, or Loan Assignment, with Decathlon Alpha IV, L.P., or Decathlon
and Craig Technical Consulting, Inc (“CTC”) pursuant to which we assumed $1,106,164 in loans (the “Decathlon Note”)
to CTC by Decathlon. In connection with our assumption of the Decathlon Note, CTC reduced the principal of the Note Payable - related
party by $1.4 million. The Company recorded a reclassification of $1,106,164 from Note Payable - related party to Note payable - non-
current (Decathlon note) and recorded forgiveness of note payable - related party of $293,836. (See Note 8)
Management
believes that the assumption of the Decathlon Note from CTC is in our best interests because in connection therewith, Decathlon released
us from a cross-collateralization agreement it was a party to with CTC for a loan of a greater amount. Also in connection with the Loan
Assignment on December 3, 2021, we entered into a Revenue Loan and Security Agreement, or RLSA, with Decathlon and our CEO, Carol Craig,
pursuant to which we pay interest based on a minimum rate of 1 times the amount advanced and make monthly payments based on a percentage
of our revenue calculated as an amount equal to the product of (i) all revenue for the immediately preceding month multiplied by (ii)
the Applicable Revenue Percentage, defined as 4% of revenue for payments due during any month. The Decathlon Note is secured by our assets
and is guaranteed by CTC and matures the earliest of: (i) December 9, 2023, (ii) immediately prior to a change of control, or (iii) upon
an acceleration of the obligations due to a default under the RLSA. As a result, the Company recorded the forgives of note payable-related
party of $293,836 and the reclass of $1,106,164 from Note Payable - related party to Note Payable.
During
the year ended December 31, 2021, the Company recorded interest expense of $13,887, and as of December 31, 2021, the Company record principal
amount of $1,106,164 and accrued interest of $13,887, a total of $1,120,051 on the balance sheet.
PPP
Loan
On
April 14, 2020, the Company borrowed a loan in the amount of $322,045 pursuant to the Paycheck Protection Program (the “PPP Loan”)
under the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”). The PPP Loan has a two-year term and bears
interest at a rate of 1.0% per annum. Monthly principal and interest payments are deferred for six months after the date of disbursement.
The PPP Loan may be prepaid at any time prior to maturity with no prepayment penalties. The PPP Loan contains events of default and other
provisions customary for a loan of this type. The PPP Loan may be forgiven if used under program parameters for payroll, mortgage interest,
and rent expenses. During the year ended December 31, 2020, the Company recorded interest expense of $2,415.
In
February 2021, the U.S. Small Business Administration has remitted to the Lender the principal and interest for forgiveness of the Borrower’s
PPP Loan.
On
February 13, 2021, the Company borrowed a loan in the amount of $307,610 pursuant to the PPP Loan under the CARES Act. In September 2021,
the U.S. Small Business Administration has remitted to the Lender the principal and interest for forgiveness of the Borrower’s
PPP Loan. During the year ended December 31, 2021, the Company recorded interest expense of $1,760.
During
the year ended December 31, 2021, the principal amount of $629,655 and accrued interest of $4,175 were forgiven.
Loan
payable
The
Company borrowed $297,250 to purchase machinery in May 2016 and repaid $16,266 and $63,426 for the years ended December 31, 2021 and
2020, respectively. The maturity date of this loan is in March 2021 and annual interest rate is 4.098%.
At
December 31, 2021 and 2020, the Company had loan payable of $0 and $16,266, respectively.
Note
8. Related Party Transactions
Revenue
and Accounts receivable
The
Company recognized revenue of $619,324 and $175,769 for the years ended December 31, 2021 and 2020 and accounts receivable of $443,282 and
$175,769 and deferred revenue of $63,411 and $0 as of December 31, 2021 and 2020, respectively, from contracts entered into by Craig
Technical Consulting, Inc, its majority shareholder, and subcontracted to the Company for four customers.
Change
to Accounts Payable and Due to shareholder
As
of December 31, 2021 and 2020, the Company owed $588,797 and $7,302,422 to Craig Technical Consulting, Inc. On May 1, 2021, Craig Technical
Consulting, Inc, our majority shareholder, forgave $3,473,693 in principal amount owed to it by the Company. The remaining $4 million
was converted into a related party Note Payable. The forgiven debt was accounted for as contributed capital. The advance is unsecured,
due on demand and non-bearing-interest.
Note
payable - related party
On
May 1, 2021, the Company converted $4 million advanced to the Company by Craig Technical Consulting, Inc., our principal shareholder,
into a related party Note Payable. The remaining $ 3,473,693, that was advanced to the Company was forgiven and recorded as contributed
capital. The principal balance of this Note outstanding (together with any accrued, but unpaid interest thereon) shall bear interest
at a per annum interest rate equal to the long term Applicable Federal Rate (as such term is defined in Section 1274(d) of the Internal
Revenue Code of 1986, as amended), and matures on September 30, 2025, and shall be repaid in the amount of $250,000 every quarter for
four (4) years beginning on Oct 1, 2021. On September 30, 2021, the Company repaid $250,000.
On
December 1, 2021, in connection with the assumption of the Decathlon Note, the Company reduced the principal of the Note Payable - related
party by recording a reclassification of $1,106,164 from Note Payable - related party to Note payable - non- current (Decathlon note)
and recorded forgiveness of note payable of $293,836. As of December 31, 2021, the Company had note payable - related party current of
$1,000,000 and non-current of $1,350,000. During the year ended December 31, 2021, the Company recorded interest expense of $54,145.
(See Note 7).
Sublease
On
August 1, 2021, the Company entered into a Sublease Agreement with its related party Majority Shareholder (“Sublandlord”),
whereby the Company shall sublease certain offices, rooms and shared use of common spaces located at 150 Sykes Creek Parkway, Merritt
Island, FL. The Lease is a month-to-month lease, and may be terminated with 30 days’ notice to the Sublandlord. The monthly rent
shall be $4,570 from inception through January 31, 2022, $4,707 from February 1, 2022 to January 31, 2023 and $4,847 from February 1,
2023 to January 31, 2024. During the year ended December 31, 2021, the Company recorded $22,850.
Note
9. Commitments and Contingencies
Covid-19
A
novel strain of coronavirus (COVID-19) was first identified in December 2019, and subsequently declared a global pandemic by the World
Health Organization on March 11, 2020. As a result of the outbreak, many companies have experienced disruptions in their operations and
in markets served. The Company has instituted some and may take additional temporary precautionary measures intended to help ensure the
well-being of its employees and minimize business disruption. The Company considered the impact of COVID-19 on the assumptions and estimates
used and determined that there were no material adverse impacts on the Company’s results of operations and financial position at
December 31, 2021 and December 31, 2020. The full extent of the future impacts of COVID-19 on the Company’s operations is uncertain.
A prolonged outbreak could have a material adverse impact on financial results and business operations of the Company, including the
timing and ability of the Company to collect accounts receivable and the ability of the Company to continue to provide high quality services
to its clients.
Litigation
The
Company is currently involved in various civil litigation in the normal course of business none of which is considered material.
License
Agreement
The
consolidated financial statements include Aurea Alas Limited, which is a variable interest entity of which we are the primary beneficiary.
On August 18, 2020, Aurea entered into a license agreement with a third-party vendor (the “Vendor”), whereby they licensed
the rights to use certain available radio frequency spectrum for satellite communications. The Company shall pay an annual Reservation
Fee of $120,000 while the Company pursues up to four (4) NGSO satellite filing(s) via the Vendor. The Reservation Fee is levied on the
date the filing(s) is received at the International Telecommunication Union (ITU). The Reservation Fee is payable annually at the anniversary
of the date of receipt, as long as the customer retains the NGSO filing(s). The Reservation Fee payment continues to be payable until
any of the frequency assignments of the NGSO filing(s) are brought into use. Upon the submission to the ITU to bring into use any of
the frequency assignments of a given constellation, an annual License Fee of $120,000 shall be paid in lieu of the Reservation Fee. On
February 1, 2021, the Vendor submitted the license filing to the ITU and on April 6, 2021, the ITU published the license filing for LIZZIE
IOMSAT. Payments began in February 2021. For the year ended December 31, 2021 the Company recorded payments of $110,000 in Other General
and Administrative expenses.
Note
10. Stockholder’s Equity
Authorized
Capital Stock
On
August 31, 2021, the Company filed an amendment to its Amended and Restated Certificate of Incorporation with the State of Delaware to
authorize the Company to issue 36,000,000 shares, consisting of 25,000,000 shares of Class A Common Stock, 10,000,000 shares of Class
B Common Stock and 1,000,000 shares of Preferred Stock. The Class B Common Stock is entitled to 10 votes for every 1 vote of the Class
A Common Stock.
On
December 16, 2021, the Company filed an amendment to its Amended and Restated Certificate of Incorporation with the State of Delaware
to authorize the Company to issue 115,000,000 shares, consisting of 100,000,000 shares of Class A Common Stock, 10,000,000 shares of
Class B Common Stock and 5,000,000 shares of Preferred Stock. The Class B Common Stock is entitled to 10 votes for every 1 vote of the
Class A Common Stock.
In
April 2021, as part of the share conversion, the Company converted the 100% membership interest of Craig Technical Consulting, Inc. into
85,000 shares of Common Stock, par value $0.0001, of the Company. The Company has reflected this conversion for all periods presented.
Class
A Common Stock
During
August and September 2021, the Company sold 3,000,000 Class A shares of Common stock for $1.00 per share for aggregate proceeds of $2,694,335,
net of fees and expenses.
On
September 22, 2021, the Board of Directors approved an issuance of 200,000 shares of restricted Class A Common Stock to 2 employees valued
at $200,000. The shares vested immediately upon the grant date.
On
December 16, 2021, the Company sold 3,000,000 Class A shares of Common stock for $5.00 per share for aggregate proceeds of $13,560,900,
net of fees and expenses.
During
December 2021, the Company issued 374,040 Class A shares of Common stock for cashless warrant exercise.
The
Company had 6,574,040 and 0 shares of Class A common stock issued and outstanding as of December 31, 2021 and 2020, respectively.
Class
B Common Sock
On
December 31, 2020, Mark Mikolajczyk assigned all his rights, title and 10% membership interest in the Company to Craig Technical Consulting,
Inc.
In
April 2021, as part of the share conversion, the Company converted the 100% membership interest of Craig Technical Consulting, Inc. into
85,000 shares of Common Stock, par value $0.0001, of the Company.
On
August 16, 2021, all 85,000 shares of the previously issued and outstanding Common Stock, par value $0.0001 were exchanged for 10,000,000
shares of Class B Common Stock, par value $0.0001. All Class B common share and per share information in these financial statements retroactively
reflect this share exchange.
The
Company had 10,000,000 shares of Class B common stock issued and outstanding as of December 31, 2021 and 2020.
Warrants
During
August, September and December 2021, the Company issued a total of 420,000 warrants for a period of five years at a price per share of
$1.00 or $5.00 in connection with the common stock sold. Upon the issuance of the warrant as compensation of its services as an underwriter,
the warrant was categorized as equity and the fair value of $768,905 was recorded as finance expense. During the year ended December
31, 2021, all warrants were fully exercised with cashless conversions and there were no warrants outstanding as of December 31, 2021.
The
Company utilizes the Black-Scholes model to value its warrants. The Company utilized the following assumptions:
| |
Year
ended | |
| |
December
31, | |
| |
2021 | |
Expected
term | |
| 5
years | |
Expected
average volatility | |
| 43
- 69 | % |
Expected
dividend yield | |
| - | |
Risk-free
interest rate | |
| 0.77
- 1.21 | % |
Note
11. Income tax
The
Company has not made a provision for income taxes for the year ended December 31, 2021 and 2020, since the Company has the benefit of
net operating losses in these periods and the Company changed from a limited liability partnership to a C corporation during 2021.
Due
to uncertainties surrounding the Company’s ability to generate future taxable income to realize deferred income tax assets arising
as a result of net operating losses carried forward, the Company has not recorded any deferred income tax assets as of December 31, 2021.
The Company has incurred a net operating loss of $3,746,138, the net operating loss carry forwards will begin to expire in varying amounts
from year 2034 subject to its eligibility as determined by respective tax regulating authorities. The Company’s net operating loss
carry forwards may be subject to annual limitations, which could eliminate, reduce or defer the utilization of the losses because of
an ownership change as defined in Section 382 of the Internal Revenue Code U.S. federal tax returns are closed by statute for years through
2013. The status of state and non-U.S. tax examinations varies due to the numerous legal entities and jurisdictions in which the Company
operates.
A
reconciliation between expected income taxes, computed at the federal income tax rate of 21% applied to the pretax accounting loss, and
our blended state income tax rate of 3.5%, and the income tax net expense included in the consolidated statements of operations for the
year ended December 31, 2021 and December 31, 2020 is as follows:
| |
Year
Ended | | |
Year
Ended | |
| |
December
31, | | |
December
31, | |
| |
2021 | | |
2020 | |
| |
| | |
| |
Loss
for the year | |
$ | (3,746,138 | ) | |
$ | (1,542,906 | ) |
| |
| | | |
| | |
Income
tax (recovery) at statutory rate | |
$ | (786,700 | ) | |
| - | |
State
income tax expense, net of federal tax effect | |
| (131,100 | ) | |
| - | |
Permanent
difference and other | |
| - | | |
| - | |
Change
in valuation allowance | |
| 917,800 | | |
| - | |
Income
tax expense per books | |
$ | - | | |
$ | - | |
Net
deferred tax assets consist of the following components as of:
| |
December
31, | | |
December
31, | |
| |
2021 | | |
2020 | |
| |
| | |
| |
Non-operating
loss carryforward | |
$ | 917,800 | | |
$ | - | |
Valuation
allowance | |
| (917,800 | ) | |
| - | |
Net
deferred tax asset | |
$ | - | | |
$ | - | |
Note
12. Subsequent Events
Management
evaluated all additional events subsequent to the balance sheet date and through the date the financial statements were available to
be issued, and determined there have been no events that have occurred that would require adjustments to our disclosures in the consolidated
financial statements
SIDUS
SPACE, INC.
CONDENSED
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
| |
June 30, 2022 | | |
December 31, 2021 | |
Assets | |
| | | |
| | |
Current assets | |
| | | |
| | |
Cash | |
$ | 6,768,318 | | |
$ | 13,710,845 | |
Accounts receivable | |
| 1,148,062 | | |
| 130,856 | |
Accounts receivable - related parties | |
| 366,238 | | |
| 443,282 | |
Inventory | |
| 284,385 | | |
| 127,502 | |
Contract asset | |
| 60,932 | | |
| - | |
Prepaid and other current assets | |
| 2,293,248 | | |
| 1,595,099 | |
Total current assets | |
| 10,921,183 | | |
| 16,007,584 | |
| |
| | | |
| | |
Property and equipment, net | |
| 1,462,473 | | |
| 775,070 | |
Operating lease right-of-use assets | |
| 378,917 | | |
| 504,811 | |
Other | |
| 19,761 | | |
| 12,486 | |
Total Assets | |
$ | 12,782,334 | | |
$ | 17,299,951 | |
| |
| | | |
| | |
Liabilities and Stockholders’ Equity | |
| | | |
| | |
Current Liabilities | |
| | | |
| | |
Accounts payable and other current liabilities | |
$ | 1,992,035 | | |
$ | 1,845,460 | |
Accounts payable and accrued interest - related party | |
| 549,171 | | |
| 588,797 | |
Contract liabilities | |
| 60,932 | | |
| - | |
Contract liabilities- related party | |
| - | | |
| 63,411 | |
Notes payable - related party | |
| - | | |
| 1,000,000 | |
Operating lease liability | |
| 259,813 | | |
| 261,674 | |
Finance lease liability | |
| - | | |
| 50,927 | |
Total Current Liabilities | |
| 2,861,951 | | |
| 3,810,269 | |
| |
| | | |
| | |
Notes payable - non-current | |
| 1,079,021 | | |
| 1,120,051 | |
Notes payable - related party - non-current | |
| - | | |
| 1,350,000 | |
Operating lease liability - non-current | |
| 135,725 | | |
| 262,468 | |
Finance lease liability - non-current | |
| - | | |
| 97,092 | |
Total Liabilities | |
| 4,076,697 | | |
| 6,639,880 | |
| |
| | | |
| | |
Commitments and contingencies | |
| - | | |
| - | |
| |
| | | |
| | |
Stockholders’ Equity | |
| | | |
| | |
Preferred Stock: 5,000,000 shares authorized; $0.0001 par value; no shares issued and outstanding | |
| - | | |
| - | |
Common stock: 110,000,000 authorized; $0.0001 par value | |
| | | |
| | |
Class A common stock: 100,000,000 shares authorized; 6,874,040 and 6,574,040 shares issued and outstanding, respectively | |
| 687 | | |
| 657 | |
Class B common stock: 10,000,000 shares authorized; 10,000,000 shares issued and outstanding | |
| 1,000 | | |
| 1,000 | |
Additional paid-in capital | |
| 28,908,017 | | |
| 26,074,292 | |
Accumulated deficit | |
| (20,204,067 | ) | |
| (15,415,878 | ) |
Total Stockholders’ Equity | |
| 8,705,637 | | |
| 10,660,071 | |
Total Liabilities and Stockholders’ Equity | |
$ | 12,782,334 | | |
$ | 17,299,951 | |
The
accompanying notes are an integral part of these Unaudited Condensed Consolidated financial statements
SIDUS
SPACE, INC.
CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
| |
Three Months Ended | | |
Six Months Ended | |
| |
June 30, | | |
June 30, | |
| |
2022 | | |
2021 | | |
2022 | | |
2021 | |
| |
| | |
| | |
| | |
| |
Revenue | |
$ | 1,479,092 | | |
$ | 177,794 | | |
$ | 2,839,480 | | |
$ | 289,641 | |
Revenue - related parties | |
| 368,271 | | |
| 54,524 | | |
| 807,218 | | |
| 95,813 | |
Total - revenue | |
| 1,847,363 | | |
| 232,318 | | |
| 3,646,698 | | |
| 385,454 | |
Cost of revenue | |
| 1,500,599 | | |
| 288,464 | | |
| 2,321,597 | | |
| 576,140 | |
Gross profit (loss) | |
| 346,764 | | |
| (56,146 | ) | |
| 1,325,101 | | |
| (190,686 | ) |
| |
| | | |
| | | |
| | | |
| | |
Operating expenses | |
| | | |
| | | |
| | | |
| | |
Payroll expenses | |
| 1,391,451 | | |
| 222,490 | | |
| 2,142,649 | | |
| 442,862 | |
Sales and marketing expenses | |
| 112,153 | | |
| 23,382 | | |
| 202,614 | | |
| 71,111 | |
Lease expense | |
| 86,352 | | |
| 46,353 | | |
| 171,351 | | |
| 84,008 | |
Depreciation expense | |
| 47,505 | | |
| 8,014 | | |
| 68,596 | | |
| 15,598 | |
Professional fees | |
| 131,922 | | |
| 19,902 | | |
| 1,454,214 | | |
| 30,493 | |
General and administrative expense | |
| 976,796 | | |
| 97,981 | | |
| 1,949,538 | | |
| 159,224 | |
Total operating expenses | |
| 2,746,179 | | |
| 418,122 | | |
| 5,988,962 | | |
| 803,296 | |
| |
| | | |
| | | |
| | | |
| | |
Net loss from operations | |
| (2,399,415 | ) | |
| (474,268 | ) | |
| (4,663,861 | ) | |
| (993,982 | ) |
| |
| | | |
| | | |
| | | |
| | |
Other income (expense) | |
| | | |
| | | |
| | | |
| | |
Other expense | |
| - | | |
| (74 | ) | |
| - | | |
| (504 | ) |
Interest expense | |
| (58,420 | ) | |
| (23,048 | ) | |
| (124,328 | ) | |
| (26,693 | ) |
Gain on forgiveness of PPP loan | |
| - | | |
| - | | |
| - | | |
| 324,460 | |
Total other income (expense) | |
| (58,420 | ) | |
| (23,122 | ) | |
| (124,328 | ) | |
| 297,263 | |
| |
| | | |
| | | |
| | | |
| | |
Loss before income taxes | |
| (2,457,835 | ) | |
| (497,390 | ) | |
| (4,788,189 | ) | |
| (696,719 | ) |
Provision for income taxes | |
| - | | |
| - | | |
| - | | |
| - | |
Net loss | |
$ | (2,457,835 | ) | |
$ | (497,390 | ) | |
$ | (4,788,189 | ) | |
$ | (696,719 | ) |
| |
| | | |
| | | |
| | | |
| | |
Basic and diluted loss per Common Share | |
$ | (0.15 | ) | |
$ | (0.05 | ) | |
$ | (0.29 | ) | |
$ | (0.07 | ) |
| |
| | | |
| | | |
| | | |
| | |
Basic and diluted weighted average number of common shares outstanding | |
| 16,874,040 | | |
| 10,000,000 | | |
| 16,738,128 | | |
| 10,000,000 | |
The
accompanying notes are an integral part of these unaudited Condensed Consolidated financial statements.
SIDUS
SPACE, INC.
CONDENSED
CONSOLIDATED STATEMENTS OF STOCKHOLDER’S EQUITY
(UNAUDITED)
For
the Three and Six months ended June 30, 2022
| |
Class A Common Stock | | |
Class B Common Stock | | |
Additional Paid-In | | |
Accumulated | | |
| |
| |
Shares | | |
Amount | | |
Shares | | |
Amount | | |
Capital | | |
Deficit | | |
Total | |
| |
| | |
| | |
| | |
| | |
| | |
| | |
| |
Balance - December 31, 2021 | |
| 6,574,040 | | |
$ | 657 | | |
| 10,000,000 | | |
$ | 1,000 | | |
$ | 26,074,292 | | |
$ | (15,415,878 | ) | |
$ | 10,660,071 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Class A common stock issued for service | |
| 300,000 | | |
| 30 | | |
| - | | |
| - | | |
| 1,208,970 | | |
| - | | |
| 1,209,000 | |
Net loss | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (2,330,354 | ) | |
| (2,330,354 | ) |
Balance - March 31, 2022 | |
| 6,874,040 | | |
$ | 687 | | |
| 10,000,000 | | |
$ | 1,000 | | |
$ | 27,283,262 | | |
$ | (17,746,232 | ) | |
$ | 9,538,717 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Debt forgiveness related party | |
| - | | |
| - | | |
| - | | |
| - | | |
| 1,624,755 | | |
| - | | |
| 1,624,755 | |
Net loss | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (2,457,835 | ) | |
| (2,457,835 | ) |
Balance - June 30, 2022 | |
| 6,874,040 | | |
$ | 687 | | |
| 10,000,000 | | |
$ | 1,000 | | |
$ | 28,908,017 | | |
$ | (20,204,067 | ) | |
$ | 8,705,637 | |
For
the Three and Six months ended June 30, 2021
| |
Class A Common Stock | | |
Class B Common Stock | | |
Additional Paid-In | | |
Accumulated | | |
| |
| |
Shares | | |
Amount | | |
Shares | | |
Amount | | |
Capital | | |
Deficit | | |
Total | |
| |
| | |
| | |
| | |
| | |
| | |
| | |
| |
Balance - December 31, 2021 | |
| - | | |
$ | - | | |
| 10,000,000 | | |
$ | 1,000 | | |
$ | 5,083,280 | | |
$ | (11,669,740 | ) | |
$ | 10,660,071 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Net loss | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (199,329 | ) | |
| (199,329 | ) |
Balance - March 31, 2022 | |
| - | | |
$ | - | | |
| 10,000,000 | | |
$ | 1,000 | | |
$ | 5,083,280 | | |
$ | (11,869,069 | ) | |
$ | 10,460,742 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Debt forgiveness related party | |
| | | |
| | | |
| | | |
| | | |
| 3,392,294 | | |
| | | |
| 3,392,294 | |
Net loss | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (497,390 | ) | |
| (497,390 | ) |
Balance – June 30, 2021 | |
| - | | |
$ | - | | |
| 10,000,000 | | |
$ | 1,000 | | |
$ | 8,475,574 | | |
$ | (12,366,459 | ) | |
$ | 13,355,646 | |
The
accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
SIDUS
SPACE, INC.
CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
| |
Six Months Ended | |
| |
June 30, | |
| |
2022 | | |
2021 | |
| |
| | |
| |
Cash Flows From Operating Activities: | |
| | | |
| | |
Net loss | |
$ | (4,788,189 | ) | |
$ | (696,719 | ) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
| | | |
| | |
Stock based compensation | |
| 1,209,000 | | |
| - | |
Depreciation and amortization | |
| 171,117 | | |
| 195,700 | |
Lease liability amortization | |
| (2,710 | ) | |
| 10,718 | |
Gain on forgiveness of PPP loan | |
| - | | |
| (324,460 | ) |
Changes in operating assets and liabilities: | |
| | | |
| | |
Accounts receivable | |
| (1,017,206 | ) | |
| (31,762 | ) |
Accounts receivable - related party | |
| 77,044 | | |
| 175,769 | |
Inventory | |
| (156,883 | ) | |
| 124,101 | |
Contract asset | |
| (60,933 | ) | |
| - | |
Prepaid expenses and other assets | |
| (705,423 | ) | |
| 8,261 | |
Accounts payable and accrued liabilities | |
| 239,545 | | |
| (17,279 | ) |
Accounts payable and accrued liabilities - related party | |
| 32,634 | | |
| 224,905 | |
Contract liabilities | |
| (2,479 | ) | |
| - | |
Net Cash used in Operating Activities | |
| (5,004,483 | ) | |
| (330,766 | ) |
| |
| | | |
| | |
Cash Flows From Investing Activities: | |
| | | |
| | |
Purchase of property and equipment | |
| (858,520 | ) | |
| (30,266 | ) |
Net Cash used in Investing Activities | |
| (858,520 | ) | |
| (30,266 | ) |
| |
| | | |
| | |
Cash Flows From Financing Activities: | |
| | | |
| | |
Bank overdraft | |
| - | | |
| 56,071 | |
Due to shareholder | |
| - | | |
| 89,872 | |
Proceeds from notes payable | |
| - | | |
| 307,610 | |
Repayment of notes payable | |
| (134,000 | ) | |
| (16,266 | ) |
Payment of lease liabilities | |
| (148,019 | ) | |
| (49,952 | ) |
Repayment of notes payable - related party | |
| (797,505 | ) | |
| - | |
Net Cash provided by (used in) Financing Activities | |
| (1,079,524 | ) | |
| 387,335 | |
| |
| | | |
| | |
Net change in cash | |
| (6,942,527 | ) | |
| 26,303 | |
Cash, beginning of period | |
| 13,710,845 | | |
| 20,162 | |
Cash, end of period | |
$ | 6,768,318 | | |
$ | 46,465 | |
| |
| | | |
| | |
Supplemental cash flow information | |
| | | |
| | |
Cash paid for interest | |
$ | 1,949 | | |
$ | 4,754 | |
Cash paid for taxes | |
$ | - | | |
$ | - | |
| |
| | | |
| | |
Non-cash Investing and Financing transactions: | |
| | | |
| | |
Debt forgiveness | |
$ | 1,624,755 | | |
$ | - | |
The
accompanying notes are an integral part of these unaudited Condensed Consolidated financial statements.
SIDUS
SPACE, INC.
NOTES
TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR
THE SIX MONTHS ENDED JUNE 30, 2022
Note
1. Organization and Description of Business
Organization
Sidus
Space Inc. (“Sidus”, “we”, “us” or the “Company”), was formed as Craig Technologies Aerospace
Solutions, LLC, in the state of Florida, on July 17, 2012. On April 16, 2021, the Company filed a Certificate of Conversion to register
and incorporate with the state of Delaware and on August 13, 2021, changed the company name to Sidus Space, Inc.
Description
of Business
The
Company is a vertically integrated provider of Space-as-a-Service solutions including end-to-end satellite support. The company combines
mission critical hardware manufacturing; multi-disciplinary engineering services; satellite design, manufacture, launch planning, mission
operations and in-orbit support; and space-based data collection with a vision to enable space flight heritage status for new technologies
and deliver data and predictive analytics to both domestic and global customers. We have over ten (10) years of commercial, military
and government manufacturing experience combined with space qualification experience, existing customers and pipeline, and International
Space Station (ISS) heritage hardware. We support Commercial Space, Aerospace, Defense, Underwater Marine and other commercial and government
customers.
In
addition, Sidus Space is building a Multi-Mission Satellite constellation using our hybrid 3D printed multipurpose satellite to provide
continuous, near real-time Earth Observation and Internet-of-Things (IOT) data for the global space economy. Sidus Space has designed
and is manufacturing LizzieSat (LS) for its LEO satellite constellation operating in diverse orbits (28°-98° inclination, 300-650km
altitude) as approved by the International Telecommunication Union (ITU) in February 2021. LS is expected to begin operations in 2023.
Initial launches are planned via NASA CRS2 program agreement and launch service rideshare contracts. Each LS is 100kg with 20kg dedicated
to payloads including remote sensing instruments. Payloads (Sidus or customer owned) can collect data over multiple Earth based locations,
record it onboard, and downlink via ground passes to Sidus Mission Control Center (MCC) in Merritt Island, FL.
Leveraging
our existing manufacturing operations, flight hardware manufacturing experience and commercial off the shelf subsystem hardware, we believe
we can deliver customer sensors to orbit in months, rather than years. In addition, we intend on delivering high-impact data for insights
on aviation, maritime, weather, space services, earth intelligence and observation, financial technology (Fintech) and the Internet of
Things. While our business has historically been centered on the design and manufacture of space hardware, our expansion into manufacture
of spacecraft as well as on-orbit constellation management services and space data applications has led us to innovating in the area
of space data applications. We continue to patent our products including our satellites, external platforms and other innovations. Sidus
offerings include a broad area of market sub-segments, such as:
|
● |
Satellite operators |
|
● |
Value-added services |
|
● |
Subsystems and components |
|
● |
Satellite manufacturer |
|
● |
Access to space through the ISS and commercial launch
provider partnership |
Each
of these areas and initiatives addresses a critical component of our cradle-to-grave solution and value proposition for the space economy
as a Space-as-a-Service company.
Note
2. Summary of Signification Accounting Policies
Basis
of Presentation
The
Company prepares its financial statements in accordance with rules and regulations of the Securities and Exchange Commission (“SEC”)
and GAAP in the United States of America. The accompanying interim financial statements have been prepared in accordance with GAAP for
interim financial information in accordance with Article 8 of Regulation S-X. Accordingly, they do not include all of the information
and footnotes required by GAAP for complete financial statements. In the Company’s opinion, all adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation have been included. Operating results for the six months ended June
30, 2022, are not necessarily indicative of the results for the full year. While management of the Company believes that the disclosures
presented herein are adequate and not misleading, these interim financial statements should be read in conjunction with the audited financial
statements and the footnotes thereto for the year ended December 31, 2021, contained in the Company’s Form 10-K filed on April
5, 2022.
Principles
of Consolidation
The
consolidated financial statements include the accounts of our Company and the variable interest entity (“VIE”), Aurea Alas
Limited (“Aurea”), of which we are the primary beneficiary. All intercompany transactions and balances have been eliminated
on consolidation.
For
entities determined to be VIEs, an evaluation is required to determine whether the Company is the primary beneficiary. The Company evaluates
its economic interests in the entity specifically determining if the Company has both the power to direct the activities of the VIE that
most significantly impact the VIE’s economic performance (“the power”) and the obligation to absorb losses or the right
to receive benefits that could potentially be significant to the VIE (“the benefits”). When making the determination on whether
the benefits received from an entity are significant, the Company considers the total economics of the entity, and analyzes whether the
Company’s share of the economics is significant. The Company utilizes qualitative factors, and, where applicable, quantitative
factors, while performing the analysis.
Use
of Estimates
The
preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the
reported amounts of expenses during the reporting period. Some of these judgments can be subjective and complex, and, consequently, actual
results may differ from these estimates.
Revenue
Recognition
We
adopted ASC 606 – Revenue from Contracts with Customers using the modified retrospective transition approach. The core principle
of ASC 606 is that revenue should be recognized in a manner that depicts the transfer of promised goods or services to customers in an
amount that reflects the consideration to which the entity expects to be entitled for exchange of those goods or services. Our updated
accounting policies and related disclosures are set forth below, including the disclosure for disaggregated revenue. The impact of adopting
ASC 606 was not material to the Consolidated Financial Statements.
Our
revenue is recognized under Topic 606 in a manner that reasonably reflects the delivery of our services and products to customers in
return for expected consideration and includes the following elements:
|
● |
executed contracts with
our customers that we believe are legally enforceable; |
|
● |
identification of performance
obligations in the respective contract; |
|
● |
determination of the transaction
price for each performance obligation in the respective contract; |
|
● |
allocation of the transaction
price to each performance obligation; and |
|
● |
recognition of revenue
only when we satisfy each performance obligation. |
These
five elements, as applied to each our revenue category, is summarized below:
Revenues
from fixed price contracts that are still in progress at month end are recognized on the percentage-of-completion method, measured by
the percentage of total costs incurred to date to the estimated total costs for each contract. This method is used because management
considers total costs to be the best available measure of progress on these contracts. Revenue from fixed price contracts and time-and-materials
contracts that are completed in the month the work was started are recognized when the work is shipped. To achieve this core principle,
we apply the following five steps: identify the contract with the client, identify the performance obligations in the contract, determine
the transaction price, allocate the transaction price to performance obligations in the contract and recognize revenues when or as we
satisfy a performance obligation.
Revenues
from fixed price service contracts that contain provisions for milestone payments are recognized at the time of the milestone being met
and payment received. This method is used because management considers that the payments are non-refundable unless the entity fails to
perform as promised. If the customer terminates the contract, we are entitled only to retain any progress payments received from the
customer and we have no further rights to compensation from the customer. Even though the payments made by the customer are non-refundable,
the cumulative amount of those payments is not expected, at all times throughout the contract, to at least correspond to the amount that
would be necessary to compensate us for performance completed to date. Accordingly, we account for the progress under the contract as
a performance obligation satisfied at a point in time. To achieve this core principle, we apply the following five steps: identify the
contract with the client, identify the performance obligations in the contract, determine the transaction price, allocate the transaction
price to performance obligations in the contract and recognize revenues when or as we satisfy a performance obligation.
Contract
Assets & Contract Liabilities
The
amounts included within contract assets and contract liabilities are related to the company’s long-term construction contracts.
Retainage for which the company has an unconditional right to payment that is only subject to the passage of time is classified as contracts
receivable. Retainage subject to conditions other than the passage of time are included in contract assets and contract liabilities on
a net basis at the individual contract level. Contract assets represent revenue recognized in excess of amounts paid or payable (contracts
receivable) to the company on uncompleted contracts. Contract liabilities represent the company’s obligation to perform on uncompleted
contracts with customers for which the company has received payment or for which contracts receivable are outstanding.
Property
and Equipment
Property
and equipment, consisting mostly of plant and machinery, motor vehicles, computer equipment and capitalized research and development
equipment, is recorded at cost reduced by accumulated depreciation and impairment, if any. Depreciation expense is recognized over the
assets’ estimated useful lives of three - ten years using the straight-line method. Major additions and improvements are capitalized
as additions to the property and equipment accounts, while replacements, maintenance and repairs that do not improve or extend the life
of the respective assets, are expensed as incurred. Estimated useful lives are periodically reviewed and, when appropriate, changes are
made prospectively. When certain events or changes in operating conditions occur, asset lives may be adjusted and an impairment assessment
may be performed on the recoverability of the carrying amounts.
Fair
Value Measurements
The
Company uses a three-tier fair value hierarchy to classify and disclose all assets and liabilities measured at fair value on a recurring
basis, as well as assets and liabilities measured at fair value on a non-recurring basis, in periods subsequent to their initial measurement.
The hierarchy requires the Company to use observable inputs when available, and to minimize the use of unobservable inputs, when determining
fair value. The three tiers are defined as follows:
● |
Level 1—Observable
inputs that reflect quoted market prices (unadjusted) for identical assets or liabilities in active markets; |
|
|
● |
Level 2—Observable
inputs other than quoted prices in active markets that are observable either directly or indirectly in the marketplace for identical
or similar assets and liabilities; and |
|
|
● |
Level 3—Unobservable
inputs that are supported by little or no market data, which require the Company to develop its own assumptions. |
The
Company’s financial instruments, including cash, accounts receivable, prepaid expense and other current assets, accounts payable
and accrued liabilities, and loans payable, are carried at historical cost. At June 30, 2022 and December 31, 2021, the carrying amounts
of these instruments approximated their fair values because of the short-term nature of these instruments.
Note
3. Variable Interest Entity
The
consolidated financial statements include Aurea Alas Limited, which is a variable interest entity of which we are the primary beneficiary,
and on August 26, 2020, the Company entered into a licensing agreement with Aurea. Aurea is a limited company organized in the Isle of
Man, which entered into a license agreement with a third-party vendor, whereby they licensed the rights to use certain available radio
frequency spectrum for satellite communications. The Company is responsible for 100% of the operations of Aurea and derives 100% of the
net profits or losses derived from the business operations. The assets, liabilities and the operations of Aurea from the date of inception
(July 20, 2020), are included in the Company’s consolidated financial statements.
Through
a declaration of trust, 100% of the voting rights of Aurea’s shareholders have been transferred to the Company so that the Company
has effective control over Aurea and has the power to direct the activities of Aurea that most significantly impact its economic performance.
There are no restrictions on the consolidated VIE’s assets and on the settlement of its liabilities and all carrying amounts of
VIE’s assets and liabilities are consolidated with the Company’s financial statements.
If
facts and circumstances change such that the conclusion to consolidate the VIE has changed, the Company shall disclose the primary factors
that caused the change and the effect on the Company’s financial statements in the periods when the change occurs.
As
of June 30, 2022 and December 31, 2021, Aurea’s assets and liabilities are as follows;
| |
June 30, 2022 | | |
December 31, 2021 | |
Assets | |
| | | |
| | |
Cash | |
$ | 88,093 | | |
$ | 67,754 | |
Prepaid and other current assets | |
| 8,438 | | |
| 10,585 | |
| |
$ | 96,531 | | |
$ | 78,339 | |
| |
| | | |
| | |
Liability | |
| | | |
| | |
Accounts payable and other current liabilities | |
$ | 59,302 | | |
$ | 63,091 | |
For
the six months ended June 30, 2022 and 2021, Aurea’s net loss was $68,019 and $33,647, respectively.
Note
4. Prepaid expense and Other current assets
As
of June 30, 2022 and December 31, 2021, prepaid expense and other current assets are as follows;
| |
June 30, 2022 | | |
December 31, 2021 | |
Prepaid insurance | |
$ | 742,597 | | |
$ | 1,520,016 | |
Prepaid components | |
| 1,266,225 | | |
| - | |
Other prepaid expense | |
| 277,876 | | |
| 68,178 | |
VAT receivable | |
| 6,550 | | |
| 6,905 | |
| |
$ | 2,293,248 | | |
$ | 1,595,099 | |
During
the six months ended June 30, 2022 and 2021, the Company recorded interest expense of $12,001 and $0 related to financing of our prepaid
insurance policies.
Note
5. Inventory
As
of June 30, 2022 and December 31, 2021, inventory is as follows:
|
|
June
30, 2022 |
|
|
December
31, 2021 |
|
|
|
|
|
|
|
|
Work in Process |
|
$ |
284,385 |
|
|
$ |
127,502 |
|
Note
6. Property and Equipment
At
June 30, 2022 and December 31, 2021, property and equipment consisted of the following:
| |
June 30, 2022 | | |
December 31, 2021 | |
Office equipment | |
$ | 17,061 | | |
$ | 17,061 | |
Computer equipment | |
| 14,907 | | |
| 14,907 | |
Vehicle | |
| 28,143 | | |
| 28,143 | |
Software | |
| 93,012 | | |
| 93,012 | |
Machinery | |
| 3,280,911 | | |
| 3,280,911 | |
Leasehold improvements | |
| 372,867 | | |
| 198,645 | |
Capitalized R&D cost | |
| 779,482 | | |
| - | |
Construction in progress | |
| 55,428 | | |
| 150,611 | |
| |
| 4,641,811 | | |
| 3,783,290 | |
Accumulated depreciation | |
| (3,179,338 | ) | |
| (3,008,220 | ) |
Property and equipment, net of accumulated depreciation | |
$ | 1,462,473 | | |
$ | 775,070 | |
Depreciation
expense of property and equipment for the six months ended June 30, 2022 and 2021 is $171,117 and $195,700, respectively, of which $102,521
and $180,101, respectively, are included in cost of revenue.
During
the six months ended June 30, 2022 and 2021, the Company purchased assets of $858,520 and $30,266.
Note
7. Accounts payable and other current liabilities
At
June 30, 2022 and December 31, 2021, Accounts payable and other current liabilities consisted of the following:
| |
June 30, 2022 | | |
December 31, 2021 | |
| |
| | |
| |
Accounts payable | |
$ | 822,668 | | |
$ | 225,271 | |
Payroll liabilities | |
| 513,815 | | |
| 220,914 | |
Credit cards | |
| 48,666 | | |
| 44,510 | |
Other payable | |
| 39,658 | | |
| 23,016 | |
Insurance payable | |
| 567,228 | | |
| 1,331,749 | |
| |
$ | 1,992,035 | | |
$ | 1,845,460 | |
Note
8. Contract assets and liabilities
At
June 30, 2022 and December 31, 2021, contract assets and contract liabilities consisted of the following:
Contract assets | |
June 30, 2022 | | |
December 31, 2021 | |
| |
| | |
| |
Revenue recognized in excess of amounts paid or payable (contracts receivable) to the company on uncompleted contracts (contract asset), excluding retainage | |
$ | - | | |
$ | - | |
Retainage included in contract assets due to being conditional on something other than solely passage of time | |
| 60,932 | | |
| - | |
Total contract assets | |
$ | 60,932 | | |
$ | - | |
Contract liabilities | |
June 30, 2022 | | |
December 31, 2021 | |
| |
| | |
| |
Payments received or receivable (contracts receivable) in excess of revenue recognized on uncompleted contracts (contract liability), excluding retainage | |
$ | - | | |
$ | - | |
Retainage included in contract liabilities due to being conditional on something other than solely passage of time | |
| 60,932 | | |
| - | |
Total contact liabilities | |
$ | 60,932 | | |
$ | - | |
Note
9. Leases
Operating
lease
We
have a noncancelable operating lease entered into in November 2016 for our office facility that expired in July 2021. and has renewal
options to May 2023. The monthly “Base Rent” is $10,392 and the Base Rent is increased by 2.5% each year. During the year
ended December 31, 2021, the Company exercised its option and extended the lease to May 31, 2023. As of June 30, 2022, the remaining
right of use asset and lease liability was $116,773 and $122,067, respectively.
In
May 2021, we entered into a new lease agreement for our office and warehouse space that expires in May 2024. The Company shall have the
option to terminate the lease after 12 months and 24 months from the commencement date. The monthly “Base Rent” is $11,855.42
and the Base Rent may be increased by 2.5% each year. During the year ended December 31, 2021, the Company, on assumption of the lease,
recognized a right of use asset and lease liability of $399,372. As of June 30, 2022, the remaining right of use asset and lease liability
was $262,144 and $273,471, respectively.
We
recognized total lease expense of approximately $171,351 and $84,008 for the six months ended June 30, 2022 and 2021, respectively, primarily
related to operating lease costs paid to lessors from operating cash flows. As of June 30, 2022 and December 31, 2021, the Company recorded
security deposit of $10,000.
Future
minimum lease payments under operating leases that have initial noncancelable lease terms in excess of one year at June 30, 2022 were
as follows:
| |
Total | |
Year Ended December 31, | |
| | |
2022 | |
$ | 140,734 | |
2023 | |
| 205,987 | |
2024 | |
| 63,835 | |
Thereafter | |
| - | |
| |
| 410,556 | |
Less: Imputed interest | |
| (15,018 | ) |
Operating lease liabilities | |
| 395,538 | |
| |
| | |
Operating lease liability - current | |
| 259,813 | |
Operating lease liability - non-current | |
$ | 135,725 | |
The
following summarizes other supplemental information about the Company’s operating lease as of June 30, 2022:
Weighted average discount rate | |
| 4.64 | % |
Weighted average remaining lease term (years) | |
| 1.61 | |
Finance
lease
The
Company leases machinery and office equipment under non-cancellable finance lease arrangements. The term of those capital leases is at
the range from 59 months to 83 months and annual interest rate is at the range from 4% to 5%.
During
the six months ended June 30, 2022, the Company fully paid off the finance lease.
Note
10. Notes Payable
Decathlon
Note
On
December 1, 2021, we entered into a Loan Assignment and Assumption Agreement, or Loan Assignment, with Decathlon Alpha IV, L.P., or Decathlon
and Craig Technical Consulting, Inc (“CTC”) pursuant to which we assumed $1,106,164 in loans (the “Decathlon Note”)
to CTC by Decathlon. In connection with our assumption of the Decathlon Note, CTC reduced the principal of the Note Payable – related
party by $1.4 million. The Company recorded a reclassification of $1,106,164 from Note Payable – related party to Note payable
– non- current (Decathlon note) and recorded forgiveness of note payable – related party of $293,836 during the year ended
December 31, 2021.
Management
believes that the assumption of the Decathlon Note from CTC is in our best interests because in connection therewith, Decathlon released
us from a cross-collateralization agreement it was a party to with CTC for a loan of a greater amount. Also in connection with the Loan
Assignment on December 3, 2021, we entered into a Revenue Loan and Security Agreement, or RLSA, with Decathlon and our CEO, Carol Craig,
pursuant to which we pay interest based on a minimum rate of 1 times the amount advanced and make monthly payments based on a percentage
of our revenue calculated as an amount equal to the product of (i) all revenue for the immediately preceding month multiplied by (ii)
the Applicable Revenue Percentage, defined as 4% of revenue for payments due during any month. The Decathlon Note is secured by our assets
and is guaranteed by CTC and matures the earliest of: (i) December 9, 2023, (ii) immediately prior to a change of control, or (iii) upon
an acceleration of the obligations due to a default under the RLSA. As a result, the Company recorded the forgiveness of note payable-related
party of $293,836 and the reclass of $1,106,164 from Note Payable – related party to Note Payable.
During
the six months ended June 30, 2022, the Company recorded interest expense of $92,443 and repaid principal of $133,473 and as of June
30, 2022 and December 31, 2021, the Company recorded principal and accrued interest of $1,079,021 and $1,120,051 on the balance sheet,
respectively.
Note
11. Related Party Transactions
Revenue
and Accounts receivable – Related Party
The
Company recognized revenue of $807,218 and $95,813 for the six months ended June 30, 2022 and 2021, respectively, accounts receivable
of $366,238 and $443,282, respectively, and contract liabilities of $0 and $63,411 as of June 30, 2022 and December 31, 2021, respectively,
from contracts entered into by Craig Technical Consulting, Inc, its majority shareholder, and subcontracted to the Company for four customers.
Accounts
payable and accrued interest – related party
At
June 30, 2022 and December 31, 2021, Accounts payable and accrued interest owed to CTC, consisted of the following:
| |
June 30, 2022 | | |
December 31, 2021 | |
| |
| | |
| |
Accounts payable | |
$ | 549,171 | | |
$ | 534,652 | |
Accrued interest | |
| - | | |
| 54,145 | |
| |
$ | 549,171 | | |
$ | 588,797 | |
Note
payable – related party
On
May 1, 2021, the Company converted $4 million advanced to the Company by Craig Technical Consulting, Inc., our principal shareholder,
into a related party Note Payable. The remaining $ 3,473,693, that was advanced to the Company was forgiven and recorded as contributed
capital. The principal balance of this Note outstanding (together with any accrued, but unpaid interest thereon) shall bear interest
at a per annum interest rate equal to the long term Applicable Federal Rate (as such term is defined in Section 1274(d) of the Internal
Revenue Code of 1986, as amended), and matures on September 30, 2025, and shall be repaid in the amount of $250,000 every quarter for
four (4) years beginning on Oct 1, 2021.
On
December 1, 2021, in connection with the assumption of the Decathlon Note, the Company reduced the principal of the Note Payable –
related party by recording a reclassification of $1,106,164 from Note Payable – related party to Note payable – non- current
(Decathlon note) and recorded forgiveness of note payable of $293,836.
During
the six months ended June 30, 2022, the Company recorded interest expense of $18,115.
During
the six months ended June 30, 2022, the Company repaid $797,505 and the note payable and accrued interest, was forgiven by Craig Technical
Consulting, Inc. The Company recorded debt forgiveness of note payable and accrued interest of $1,624,755 to additional paid in capital.
As
of June 30, 2022 and December 31, 2021, the Company had note payable – related party current of $0 and $1,000,000 and non-current
of $0 and $1,350,000, respectively.
Sublease
On
August 1, 2021, the Company entered into a Sublease Agreement with its related party and Majority Shareholder, Craig Technical Consulting,
Inc. (“Sublandlord”), whereby the Company shall sublease certain offices, rooms and shared use of common spaces located at
150 Sykes Creek Parkway, Merritt Island, FL. The Lease is a month-to-month lease and may be terminated with 30 days’ notice to
the Sublandlord. The monthly rent shall be $4,570 from inception through January 31, 2022, $4,707 from February 1, 2022 to January 31,
2023 and $4,847 from February 1, 2023 to January 31, 2024. During the six months ended June 30, 2022, the Company recorded $28,105 to
lease expense.
Note
12. Commitments and Contingencies
License
Agreement
The
consolidated financial statements include Aurea Alas Limited, which is a variable interest entity of which we are the primary beneficiary
(see Note 4). On August 18, 2020, Aurea entered into a license agreement with a third-party vendor (the “Vendor”), whereby
they licensed the rights to use certain available radio frequency spectrum for satellite communications. The Company shall pay an annual
Reservation Fee of $120,000 while the Company pursues up to four (4) NGSO satellite filing(s) via the Vendor. The Reservation Fee is
levied on the date the filing(s) is received at the International Telecommunication Union (ITU). The Reservation Fee is payable annually
at the anniversary of the date of receipt, as long as the customer retains the NGSO filing(s). The Reservation Fee payment continues
to be payable until any of the frequency assignments of the NGSO filing(s) are brought into use. Upon the submission to the ITU to bring
into use any of the frequency assignments of a given constellation, an annual License Fee of $120,000 shall be paid in lieu of the Reservation
Fee. On February 1, 2021, the Vendor submitted the license filing to the ITU and on April 6, 2021, the ITU published the license filing
for LIZZIE IOMSAT. Payments began in February 2021.
Note
13. Stockholders’ Equity
Authorized
Capital Stock
On
August 31, 2021, the Company filed an amendment to its Amended and Restated Certificate of Incorporation with the State of Delaware to
authorize the Company to issue 36,000,000 shares, consisting of 25,000,000 shares of Class A Common Stock, 10,000,000 shares of Class
B Common Stock and 1,000,000 shares of Preferred Stock. The Class B Common Stock is entitled to 10 votes for every 1 vote of the Class
A Common Stock.
On
December 16, 2021, the Company filed an amendment to its Amended and Restated Certificate of Incorporation with the State of Delaware
to authorize the Company to issue 115,000,000 shares, consisting of 100,000,000 shares of Class A Common Stock, 10,000,000 shares of
Class B Common Stock and 5,000,000 shares of Preferred Stock. The Class B Common Stock is entitled to 10 votes for every 1 vote of the
Class A Common Stock.
In
April 2021, as part of the share conversion, the Company converted the 100% membership interest of Craig Technical Consulting, Inc. into
85,000 shares of Common Stock, par value $0.0001, of the Company. The Company has reflected this conversion for all periods presented.
Class
A Common Stock
The
Company had 6,874,040 and 6,574,040 shares of Class A common stock issued and outstanding as of June 30, 2022 and December 31, 2021,
respectively.
During
the six months ended June 30, 2022, the Company issued 300,000 restricted shares for consulting services valued at $1,209,000, pursuant
to the Sidus Space, Inc. 2021 Omnibus Equity Incentive Plan.
Class
B Common Stock
The
Company had 10,000,000 shares of Class B common stock issued and outstanding as of June 30, 2022 and December 31, 2021.
Note
14. Subsequent Events
Committed
Equity Facility
On
August 10, 2022, Sidus Space, Inc. (the “Company”) entered into a Common Stock Purchase Agreement (the “Purchase Agreement”)
and a Registration Rights Agreement (the “Registration Rights Agreement”) with B. Riley Principal Capital II, LLC (“B.
Riley”). Pursuant to the Purchase Agreement, subject to the satisfaction of the conditions set forth in the Purchase Agreement,
the Company will have the right to sell to B. Riley, up to the lesser of (i) $30,000,000 of newly issued shares (the “Shares”)
of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and (ii) the Exchange Cap
(as defined below) (subject to certain conditions and limitations contained in the Purchase Agreement), from time to time during the
term of the Purchase Agreement. Sales of Common Stock pursuant to the Purchase Agreement, and the timing of any sales, are solely at
the option of the Company, and the Company is under no obligation to sell any securities to B. Riley under the Purchase Agreement.
Under
the applicable Nasdaq rules, in no event may the Company issue to B. Riley under the Purchase Agreement more than 3,373,121 shares of
Common Stock, which number of shares is equal to approximately 19.99% of the shares of the Common Stock outstanding immediately prior
to the execution of the Purchase Agreement (the “Exchange Cap”), unless the Company obtains stockholder approval to issue
shares of Common Stock in excess of the Exchange Cap in accordance with applicable Nasdaq rules. The Exchange Cap is not applicable to
issuances and sales of common stock pursuant to Purchases and Intraday Purchases that we may effect pursuant to the Purchase Agreement,
to the extent such shares of common stock are sold in such Purchases and Intraday Purchases (as applicable) at a price equal to or in
excess of the applicable “minimum price” (as defined in the applicable listing rules of the Nasdaq) of the common stock,
calculated at the time such Purchases and Intraday Purchases (as applicable) are effected by us under the Purchase Agreement, if any,
as adjusted such that the Exchange Cap limitation would not apply under applicable Nasdaq rules. Moreover, the Company may not issue
or sell any shares of Common Stock to B. Riley under the Purchase Agreement which, when aggregated with all other shares of Common Stock
then beneficially owned by B. Riley and its affiliates (as calculated pursuant to Section 13(d) of the Securities Exchange Act of 1934,
as amended, (the “Exchange Act”) and Rule 13d-3 promulgated thereunder), would result in B. Riley beneficially owning more
than 4.99% of the outstanding shares of Common Stock.
PART
II—INFORMATION NOT REQUIRED IN PROSPECTUS
Item
13. Other Expenses of Issuance and Distribution
The
following table sets forth all expenses, other than the underwriting discounts and commissions, payable by the registrant in connection
with the sale of the securities being registered. All the amounts shown are estimates except the SEC registration fee and the FINRA filing
fee.
| |
Amount
to be paid | |
SEC
registration fee | |
$ | 2,309.96 | |
FINRA
filing fee | |
$ | 4,237.80 | |
Accounting
fees and expenses | |
$ | * | |
Legal
fees and expenses | |
$ | * | |
Printing
and engraving expenses | |
$ | * | |
Miscellaneous | |
$ | * | |
| |
| | |
Total | |
$ | * | |
*
Except for the SEC registration fee and the FINRA filing fee, estimated expenses are not presently known. The foregoing
sets forth the general categories of expenses (other than underwriting discounts and commissions) that we anticipate we will incur in
connection with the offering of securities under this Registration Statement on Form S-1. To the extent required,
any applicable prospectus supplement will set forth the estimated aggregate amount of expenses payable in respect of any offering of
securities under the registration statement.
Item
14. Indemnification of Directors and Officers
Section
102 of the General Corporation Law of the State of Delaware (the “DGCL”) permits a corporation to eliminate the personal
liability of directors of a corporation to the corporation or its stockholders for monetary damages for a breach of fiduciary duty as
a director, except where the director breached his duty of loyalty, failed to act in good faith, engaged in intentional misconduct or
knowingly violated a law, authorized the payment of a dividend or approved a stock repurchase in violation of Delaware corporate law
or obtained an improper personal benefit. Our Amended and Restated Certificate of Incorporation, as amended, provides that no director
of the Company shall be personally liable to it or its stockholders for monetary damages for any breach of fiduciary duty as a director,
notwithstanding any provision of law imposing such liability, except to the extent that the DGCL prohibits the elimination or limitation
of liability of directors for breaches of fiduciary duty.
Section 145
of the DGCL provides that a corporation has the power to indemnify a director, officer, employee, or agent of the corporation, or a person
serving at the request of the corporation for another corporation, partnership, joint venture, trust or other enterprise in related capacities
against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred
by the person in connection with an action, suit or proceeding to which he was or is a party or is threatened to be made a party to any
threatened, ending or completed action, suit or proceeding by reason of such position, if such person acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests of the corporation, and, in any criminal action or proceeding, had
no reasonable cause to believe his conduct was unlawful, except that, in the case of actions brought by or in the right of the corporation,
no indemnification shall be made with respect to any claim, issue or matter as to which such person shall have been adjudged to be liable
to the corporation unless and only to the extent that the Court of Chancery or other adjudicating court determines that, despite the
adjudication of liability but in view of all of the circumstances of the case, such person is fairly and reasonably entitled to indemnity
for such expenses which the Court of Chancery or such other court shall deem proper.
Our
Amended and Restated Certificate of Incorporation, as amended, and Amended and Restated Bylaws will provide indemnification for our directors
and officers to the fullest extent permitted by the DGCL. We will indemnify each person who was or is a party or threatened to be made
a party to any threatened, pending or completed action, suit or proceeding (other than an action by or in the right of us) by reason
of the fact that he or she is or was, or has agreed to become, a director or officer, or is or was serving, or has agreed to serve, at
our request as a director, officer, partner, employee or trustee of, or in a similar capacity with, another corporation, partnership,
joint venture, trust or other enterprise (all such persons being referred to as an “Indemnitee”), or by reason of any action
alleged to have been taken or omitted in such capacity, against all expenses (including attorneys’ fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred in connection with such action, suit or proceeding and any appeal therefrom,
if such Indemnitee acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, our best interests,
and, with respect to any criminal action or proceeding, he or she had no reasonable cause to believe his or her conduct was unlawful.
Our Amended and Restated Certificate of Incorporation, as amended, and Amended and Restated Bylaws will provide that we will indemnify
any Indemnitee who was or is a party to an action or suit by or in the right of us to procure a judgment in our favor by reason of the
fact that the Indemnitee is or was, or has agreed to become, a director or officer, or is or was serving, or has agreed to serve, at
our request as a director, officer, partner, employee or trustee of, or in a similar capacity with, another corporation, partnership,
joint venture, trust or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity, against
all expenses (including attorneys’ fees) and, to the extent permitted by law, amounts paid in settlement actually and reasonably
incurred in connection with such action, suit or proceeding, and any appeal therefrom, if the Indemnitee acted in good faith and in a
manner he or she reasonably believed to be in, or not opposed to, our best interests, except that no indemnification shall be made with
respect to any claim, issue or matter as to which such person shall have been adjudged to be liable to us, unless a court determines
that, despite such adjudication but in view of all of the circumstances, he or she is entitled to indemnification of such expenses. Notwithstanding
the foregoing, to the extent that any Indemnitee has been successful, on the merits or otherwise, he or she will be indemnified by us
against all expenses (including attorneys’ fees) actually and reasonably incurred in connection therewith. Expenses must be advanced
to an Indemnitee under certain circumstances.
We
have entered into separate indemnification agreements with each of our directors and executive officers. Each indemnification agreement
will provide, among other things, for indemnification to the fullest extent permitted by law and our Amended and Restated Certificate
of Incorporation, as amended, and Amended and Restated Bylaws against any and all expenses, judgments, fines, penalties and amounts paid
in settlement of any claim. The indemnification agreements will provide for the advancement or payment of all expenses to the indemnitee
and for the reimbursement to us if it is found that such indemnitee is not entitled to such indemnification under applicable law and
our Amended and Restated Certificate of Incorporation, as amended, and Amended and Restated Bylaws.
We
also have a general liability insurance policy that covers certain liabilities of directors and officers of our corporation arising out
of claims based on acts or omissions in their capacities as directors or officers.
Item
15. Recent Sales of Unregistered Securities
During
August and September 2021, we sold 3,000,000 shares of Class A common stock to various investors for gross proceeds of $3,000,000. We
deemed the offer, sale and issuance of such securities to be exempt from registration under the Securities Act in reliance on Section
4(2) of the Securities Act, including Regulation D and Rule 506 promulgated thereunder, relative to transactions by an issuer not involving
a public offering.
On
September 22, 2021, we issued 200,000 shares of restricted Class A Common Stock to 2 employees. The shares vested immediately upon the
grant date. We deemed the offer, sale and issuance of such securities to be exempt from registration under the Securities Act in reliance
on Section 4(2) of the Securities Act, including Regulation D and Rule 506 promulgated thereunder, relative to transactions by an issuer
not involving a public offering.
On
August 10, 2022, we issued an aggregate of 90,367 shares of common stock to B. Riley Principal Capital II as consideration for its commitment
to purchase shares of our common stock in one or more purchases that we may, in our sole discretion, direct them to make, from time to
time after the date of this prospectus, pursuant to the Purchase Agreement. The shares of common stock were issued under Section 4(a)(2)
of the Securities Act and Rule 506(b) of Regulation D, in a transaction by an issuer not involving a public offering. B. Riley Principal
Capital II has represented that it is an accredited investor for purposes of Rule 501 of Regulation D and that it is not acquiring such
shares with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act or any applicable
state security laws. The investor also represented that it had been afforded the opportunity to ask questions and receive answers from
us and has sought advice as it considered necessary to make an informed investment decision.
Item
16. Exhibits and Financial Statement Schedules
EXHIBIT
INDEX
Exhibit
No. |
|
Title
of Document |
3.1 |
|
Amended and Restated Certificate of Incorporation, as amended (incorporated by reference to Exhibit 3.1 to Amendment No. 1 to Form S-1 filed with the SEC on December 3, 2021) |
3.2 |
|
Certificate of Amendment of Amended and Restated Certificate of Incorporation dated August 24, 2021 (incorporated by reference to Exhibit 3.2 to Amendment No. 1 to Form S-1 filed with the SEC on December 3, 2021) |
3.3 |
|
Certificate of Amendment of Amended and Restated Certificate of Incorporation dated December 16, 2021(incorporated by reference to Exhibit 3.3 to Form 10-K filed with the SEC on April 5, 2022) |
3.4 |
|
Amended and Restated Bylaws (incorporated by reference to Exhibit 3.4 to Form 10-K filed with the SEC on April 5, 2022) |
4.1+ |
|
Form of Underwriter’s Warrant (incorporated by reference to Exhibit 4.2 to Amendment No. 1 to Form S-1 filed with the SEC on December 3, 2021) |
5.1** |
|
Opinion of Sheppard, Mullin, Richter & Hampton LLP |
10.1+ |
|
Sidus Space, Inc. 2021 Omnibus Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to Form 10-K filed with the SEC on April 5, 2022) |
10.2 |
|
Revenue Loan and Security Agreement dated December 1, 2021 by and among Sidus Space, Inc., Carol Craig and Decathlon Alpha IV, L.P. (incorporated by reference to Exhibit 10.2 to Amendment No. 1 to Form S-1 filed with the SEC on December 3, 2021) |
10.3 |
|
Loan Assignment and Assumption Agreement dated December 1, 2021 by and between Decathlon Alpha IV, L.P., Craig Technical Consulting, Inc. and Sidus Space, Inc. (incorporated by reference to Exhibit 10.3 to Amendment No. 1 to Form S-1 filed with the SEC on December 3, 2021) |
10.4 |
|
Loan Agreement dated May 1, 2021 by and between Sidus Space, Inc. and Craig Technical Consulting, Inc. (incorporated by reference to Exhibit 10.4 to Amendment No. 1 to Form S-1 filed with the SEC on December 3, 2021) |
10.5 |
|
Form of Indemnification Agreement for Directors and Officers (incorporated by reference to Exhibit 10.5 to Amendment No. 1 to Form S-1 filed with the SEC on December 3, 2021) |
10.6 |
|
Lease Agreement dated as of November 29, 2016 between 400 W. Central LLC and Craig Technologies Properties, LLC (assigned to Sidus Space, Inc.) (incorporated by reference to Exhibit 10.6 to Amendment No. 1 to Form S-1 filed with the SEC on December 3, 2021) |
10.7 |
|
Lease Agreement dated as of May 21, 2021 between 400 W. Central LLC and Sidus Space, Inc. (incorporated by reference to Exhibit 10.7 to Amendment No. 1 to Form S-1 filed with the SEC on December 3, 2021). |
10.8 |
|
Commercial Sublease Agreement dated August 1, 2021 by and between Sykes Creek Limited Partnership, Craig Technical Consulting, Inc. and Sidus Space, Inc. (incorporated by reference to Exhibit 10.8 to Amendment No. 1 to Form S-1 filed with the SEC on December 3, 2021) |
10.9# |
|
NASA Contract Award dated November 5, 2018 (incorporated by reference to Exhibit 10.9 to Amendment No. 1 to Form S-1 filed with the SEC on December 3, 2021) |
10.10+ |
|
Employment Agreement between Sidus Space, Inc. and Carol Craig dated December 16, 2021 (incorporated by reference to Exhibit 10.10 to Form 10-K filed with the SEC on April 5, 2022) |
10.11 |
|
Consulting Agreement between Sidus Space, Inc. and EverAsia Financial Group, Inc. dated August 21, 2021 (incorporated by reference to Exhibit 10.11 to Amendment No. 1 to Form S-1 filed with the SEC on December 3, 2021) |
10.12* |
|
Common Stock Purchase Agreement, dated as of August 10, 2022, by and between Sidus Space, Inc. and B. Riley Principal Capital II, LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on August 11, 2022) |
10.13* |
|
Registration Rights Agreement, dated as of August 10, 2022, by and between Sidus Space, Inc. and B. Riley Principal Capital II, LLC (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on August 11, 2022) |
10.14 |
|
Debt Forgiveness Agreement (incorporated by reference to Exhibit 10.1 to Form 8-K filed with the SEC on June 9, 2022) |
21.1 |
|
List of Subsidiaries (incorporated by reference to Exhibit 21.1 to Amendment No. 1 to Form S-1 filed with the SEC on December 3, 2021) |
23.1** |
|
Consent of BF Borgers CPA PC. |
23.2** |
|
Consent of Sheppard, Mullin, Richter & Hampton LLP (included in Exhibit 5.1) |
24* |
|
Power of Attorney (included on signature page hereto). |
107** |
|
Filing
Fee Table |
* Previously filed
**
Filed herewith
+
Management contract or compensatory plan or arrangement.
#
Pursuant to Item 601(b)(10) of Regulation S-K, certain confidential portions of this exhibit were omitted by means of marking such portions
with an asterisk because the identified confidential portions (i) are not material and (ii) would be competitively harmful if publicly
disclosed.
Financial
Statement Schedules
Schedules
have been omitted because the information required to be set forth therein is not applicable or is shown in the financial statements
or notes thereto.
Item
17. Undertakings
The
undersigned registrant hereby undertakes:
|
(1) |
To
file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
|
(i) |
To
include any prospectus required by section 10(a)(3) of the Securities Act of 1933; |
|
(ii) |
To
reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if
the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end
of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b)
if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set
forth in the “Calculation of Registration Fee” table in the effective registration statement. |
|
(iii) |
To
include any material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such information in the
registration statement;
provided,
however, that paragraphs (i), (ii) and (iii) do not apply if the registration statement is on Form S-1 and
the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished
to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b)
that is part of the registration statement; |
|
(2) |
That,
for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof. |
|
(3) |
To
remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the
termination of the offering. |
|
(4) |
That,
for the purpose of determining liability under the Securities Act of 1933 to any purchaser: each
prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements
relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the
registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration
statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference
into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract
of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that
was part of the registration statement or made in any such document immediately prior to such date of first use; and |
|
(5) |
That,
for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution
of the securities: the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant
to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities
are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller
to the purchaser and will be considered to offer or sell such securities to such purchaser: |
|
(i) |
Any
preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule
424; |
|
(ii) |
Any
free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by
the undersigned registrant; |
|
(iii) |
The
portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant
or its securities provided by or on behalf of the undersigned registrant; and |
|
(iv) |
Any
other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
|
|
Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion
of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933
and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment
by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense
of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed
in the Act and will be governed by the final adjudication of such issue. |
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement on Form S-1
to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Merritt Island, State of Florida, on the 25th
day of August, 2022.
|
SIDUS
SPACE, INC. |
|
|
|
By: |
/s/
Carol Craig |
|
|
Carol
Craig |
|
|
Chief
Executive Officer and Chairwoman |
Pursuant
to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-1 has been signed by the following
persons in the capacities and on the dates indicated below.
Signature |
|
Title |
|
Date |
|
|
|
|
|
/s/
Carol Craig |
|
Chief
Executive Officer (Principal Executive Officer) and Chairwoman |
|
August
25, 2022 |
Carol
Craig |
|
|
|
|
|
|
|
|
|
* |
|
Chief
Financial Officer |
|
August
25, 2022 |
Teresa
Burchfield |
|
(Principal
Financial and Accounting Officer) and Director |
|
|
|
|
|
|
|
* |
|
Chief
Technology Officer and Director |
|
August
25, 2022 |
Jamie
Adams |
|
|
|
|
|
|
|
|
|
* |
|
Director |
|
August
25, 2022 |
Dana
Kilborne |
|
|
|
|
|
|
|
|
|
* |
|
Director |
|
August
25, 2022 |
Cole
Oliver |
|
|
|
|
|
|
|
|
|
* |
|
Director |
|
August
25, 2022 |
Miguel
Valero |
|
|
|
|
*By: |
/s/
Carol Craig |
|
|
Carol Craig |
|
|
Attorney-in-Fact |
|
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